Service Agreement for Iridium Services

MetOcean Telematics Service Agreement for Iridium Services

 

Service Terms & Conditions

  1. Basic Satellite Service is provided via the Iridium network via land earth stations. Iridium service is

provided through stations operated by Iridium, LLC.

  1. This terminal may not be used for safety and distress purposes.
  2. All Prices reflect a 3-month or 12-month minimum commitment based upon the date of activation.
  3. Fees will be charged in advance.
  4. Initial monthly fees and allowances are pro-rated based upon the number of days active for all monthly plans.
  5. Final monthly fees and allowances will not be pro-rated regardless of deactivation date for all plans.
  6. Annual periods are full periods. Annual plans will not be pro-rated and will renew on the same period basis. For clarity, annual plans will automatically renew on an annual basis after the initial commitment is met.
  7. At the end of the period, your contract will automatically renew until you provide thirty days’ advance notice of cancellation.
  8. Monthly plans will renew on a monthly basis after the initial commitment is met.
  9. Annual plans renew on an annual basis, even after the initial commitment is met.
  10. Unused allowances do not carry over month-to-month.
  11. IP Services are charged in 1 KB minimum / increments.
  12. Voice rates are charged in 20 second minimum/increments.
  13. Changing plans after the initial commitment will re-start the commitment period based upon

the new plan.

  1. If the terminal is upgraded, downgraded or disconnected prior to the end of the minimum

commitment, an Early Termination Fee will apply. The Early Termination Fee will be the remainder of the commitment as indicated on the initial contract.

  1. Should a terminal be upgraded or downgraded during the term of a contract, the contract start date shall recommence as of the date of the upgrade or downgrade for the term as outlined in the original contract.
  2. Reactivation Fees do not apply to Iridium Certus services.
  3. Service Suspension: There is an option to Suspend the Service for Iridium Certus plans. Service

Suspension allows the customer to prevent all usage of the satellite terminal. During a Service

Suspension, it is not possible for a SIM to be upgraded, downgraded, or deactivated. In such

instances:

  1. the full monthly Subscription Charge (i.e., without pro-ration) will continue to be payable

during the period of Service Suspension; and

  1. if suspended during the Minimum Period, the period of Service Suspension shall count

towards the Minimum Period.

  1. Iridium prefers to inform customers of inappropriate activities and give them a reasonable period rectify such actions to ensure use of the Service is in compliance with Iridium’s Policy. However, if the Service is used in a way that Iridium, in its sole discretion, believes violates this Policy, Iridium may take any responsive actions it deems appropriate under the circumstances with or without notice. These actions include, but are not limited to, the immediate suspension or termination of all or any portion of the Service. Neither Iridium nor its agents, employees, shareholders or affiliates will have any liability for any of these responsive actions. These actions are not Iridium’s exclusive remedies and Iridium may take any other legal or technical actions it deems appropriate with or without notice.

TERMINAL WARNING / HIGH USAGE NOTIFICATIONS:

IMPORTANT TERMINAL OPERATION NOTIFICATION & ACKNOWLEDGEMENT

Your Broadband terminal can make high speed (broadband) Internet connections that can result in SIGNIFICANT bills for satellite airtime if usage is not monitored and controlled. Use EXTREME caution when connecting this terminal to a computer network that may request or search for Internet access. As a courtesy to our customers, MetOcean has implemented a monitoring system that will track usage, attempt to send usage notifications via email and even suspend service. As we are dependent on our supplier for receipt of traffic in a timely manner and have limited ability to stop active sessions, MetOcean cannot guarantee that said notifications will be sent to the user or that a suspension will prevent additional charges; however, a best effort will be made to monitor, notify and suspend terminals based upon usage. MetOcean shall not be held responsible for any additional costs, expenses or claims if a notification is not received or if additional traffic is generated after a suspension.

GENERAL TERMS & CONDITIONS:

  1. MetOcean Service: Customer has contracted to have MetOcean provide the service under the terms detailed in this Agreement. Customer agrees to remain as a subscriber of the service for a minimum period from the date of service activation, and furthermore, agrees to pay any applicable activation, monthly service, service usage fees, overage fees and any applicable taxes thereon. MetOcean reserves the right to modify or delete plans as necessary. All prices are subject to change without notice. MetOcean retains the right to adjust pricing/rates in accordance with fluctuation in exchange rates and supplier price increases.
  1. Severability: If any Section or part of any Section is held by the court to be invalid or unenforceable, that

Section or part of a Section is to be regarded as having been deleted from this Agreement and this

Agreement otherwise remains in full force and effect and the parties shall promptly negotiate to replace

such portions that cannot be implemented as agreed and that are essential parts of this Agreement.

  1. Waiver of Rights: A condition of this Agreement, or a right created by it, may only be waived by a writing

executed by an authorized representative of the party against whom the waiver is to be enforced. A waiver

of a breach of this Agreement does not waive any other breach and the failure to exercise or any delay in

exercising a right or remedy provided by the Agreement or by law does not constitute a waiver of the right

or remedy.

  1. Currency: Unless otherwise indicated, all prices listed are in U.S. Dollars (USD).
  1. Service Contract Terms:
  1. Timing: Activation fees, recurring charges, and periodic fees will be charged in advance. Variable usage charges will be charged in arrears.
  2. Minimum Commitment: The minimum commitment period will be measured from the actual date of activation.
  3. Period of Performance: Monthly: For both periodic charges and allowances, monthly periods will be measured and pro-rated based upon a calendar month (1-31), except when stated otherwise.
  4. Period of Performance: Quarterly, Semi-Annual, & Annual: For both periodic charges and allowances, quarterly, semi-annual and annual periods will be treated as full and complete periods measured based upon the actual date of service activation, unless otherwise indicated.
  5. Allowances: All allowances provided will be issued based upon the same periodic basis as identified for the periodic charges. Allowances will only be available for use during the specified period. Unused allowances will not be carried over to the next period, except when stated otherwise.
  6. Pro-rata: Initial monthly periods will be pro-rated based upon the number of days active for fees and allowances. Initial quarterly, semi-annual and annual periods will not be pro-rated for fees or allowance, unless otherwise indicated. Final fees and allowances will not be pro-rated regardless of deactivation date, except when explicitly stated otherwise.
  7. Renewal / Cancellation / Deactivation of Service: At the end of the current commitment period, all plans automatically renew for the same underlying base period unless otherwise indicated. Customers who do not wish to renew their contract must provide notice of cancellation to MetOcean thirty (30) days prior to the end of the current contract term. If notice of cancellation is not received prior to the end of the contract term, the service agreement will be renewed for the same base period.
  1. Early Termination: Terminating service while within commitment will generate an Early Termination Fee for

each terminal cancelled. When not specified, the Early Termination Fee will equal the full outstanding

commitment period. Please contact a Sales Representative or Customer Service Representative for details.

Notice of termination should be in writing to: MetOcean Customer Service Department at service@metocean.com.

  1. Contractual Limitations/Plan Changes: Changes to the underlying plan may constitute an upgrade or a

downgrade based upon the originating plan and new target plan. All plan changes will restart a minimum commitment for the new target plan. During the initial minimum commitment, unless otherwise indicated, all upgrades and downgrades will trigger a full Early Termination Fee equal to the full outstanding commitment period. After the initial minimum commitment has passed, upgrades and downgrades may trigger a plan change penalty to be quoted at the time of request. Please contact a Sales Representative or Customer Service Representative for details. Requests for plan changes should be in writing to: MetOcean service@metocean.com.

  1. SIM Swap: Swapping a SIM card to transfer active service to a new inactive SIM Card may also result in a fee. Please contact a Sales Representative or Customer Service Representative for details.
  1. Assignment: This Service Agreement cannot be assigned without the written consent of MetOcean, which will not unreasonably be withheld.9
  1. Invoicing: MetOcean will invoice customer monthly. Customers with annual plans will receive an invoice once a year for the annual fee, and a monthly invoice any time there has been airtime usage. Any applicable federal, provincial, local and/or foreign taxes, fees and surcharges will be added to the Customer’s bill as necessary. This bill is due upon receipt. Not all payment methods are available through all office locations.
  1. Guarantee of Payment of Services: Customer is responsible for the payment of charges for all products and services furnished to customer under this agreement. Selected Service Plan Options will be charged to the credit card number provided to MetOcean. For customers paying by credit card, MetOcean will charge the customers’ credit card each month for the next month’s service fee and the previous month’s airtime.
  1. Credit Card Renewal: It is the customer’s responsibility to notify MetOcean when their credit card renews (with the new expiration date and any other changes) or if they wish to change credit cards. Failure to provide MetOcean with updated credit card information could result in suspension of service, deactivation of the SIM card, and a reactivation fee.
  1. Invoice Disputes: Customer agrees to review each invoice to verify accuracy upon receipt and notify MetOcean immediately of any discrepancies contained therein and to request any compensation due. If the Customer believes in good faith that MetOcean’ invoice is incorrect and the Customer wishes to dispute such invoice, the Customer must notify the MetOcean’ billing representative in writing to sales@metocean.com giving detailed particulars of the disputed amounts and attaching any relevant documentation. MetOcean will use reasonable efforts to resolve the dispute within thirty (30) days of receipt of the Customer’s notice. Notwithstanding the notification by the Customer of a disputed invoice, the Customer remains liable to pay all invoices in accordance with this Service Agreement. Any claim by the Customer related to an invoice must be submitted in writing within 90 days after the applicable invoice date or otherwise shall be deemed waived, notwithstanding anything contained herein to the contrary. All undisputed amounts on each invoice must be paid by the due date of the invoice.
  1. Taxes & Regulatory Fees: The price of the service does not include sales, usage, excise, property or any other taxes now or hereafter imposed, directly or indirectly, by any governmental authority or agency with respect to the Service unless otherwise indicated. The charges for Services are exclusive of all Taxes, Fees or payments to other Service Providers unless specified otherwise in PART 5. MetOcean will collect from the Customer a pro-rata portion of any duties, levies, charges, payments or other fees (“Fees”) imposed on MetOcean by any governmental or quasi-governmental agency, including but not limited to the Federal Communications Commission, state public utilities commissions, and the Universal Service Administrative Company, including but not limited to Fees imposed on MetOcean to support universal telecommunications service. Customer shall pay such taxes directly or reimburse MetOcean for any such taxes. An FCC Regulatory Recovery Fee is assessed against all service and airtime usage charges for all US based accounts. Requests for tax and regulatory exemptions must be submitted in writing to service@metocean.com and include associated exemption documentation / certificates. If at any time an Applicable Law obliges the Customer to make a deduction or withholding in respect of a payment to MetOcean, then the Customer must pay MetOcean such additional amount as is necessary to ensure that MetOcean receives, after any such deduction or withholding is made, the same amount as MetOcean would have received if no such deduction or withholding had been made.
  2. Deposits: Mobile Satellite services are granted subject to credit approval by MetOcean. MetOcean requires the establishment of credit or the ability to pay invoices according to the established terms. Deposits may be required for customers who do not have established credit or whose selected plan requires a deposit to be made. When required, the Deposit will be the equivalent of twice the monthly fee of the selected plan, which will be rounded up to the nearest one hundred. Customers will be advised prior to service activation if a deposit is required. Upon request from the customer after service or contract termination, deposits, minus any remaining unpaid charges, will be refunded within 90-days
  1. Foreign Credit Cards: Foreign credit cards may be accepted only after a complete verification has been done with the issuing bank. The issuing bank must contact the credit card holder and confirm the authorization for the charge to be approved. Verification of foreign credit cards may delay order processing for up to 72 hours. The deposit requirements in (15) above will still apply. MetOcean reserves the right to decline any credit card transaction.
  1. Non-Payment / Breach: A late charge of the lesser of 1.5% per month (18% per year) will be applied to each of the Customer’s service bills not paid by the due date. This late charge is applicable to the unpaid balance as of the due date. Outstanding balances may result in service disruption. Customer is responsible for all reasonable legal fees, court fees, and/or collection agency fees should the Customer default on payment. Customer shall also pay MetOcean all costs incurred by MetOcean in exercising any of its rights under the Agreement. Should Customer’s service be suspended for non-payment MetOcean will charge at least $50.00 per mobile terminal fee for re-activation. MetOcean charges a fee of $35.00 for returned cheques.
  1. Availability of Limited Service: Service is generally available to terminals equipped for this service when within the satellite footprint. Service is furnished to Customer or Customer’s authorized user. A telephone number may not appear in more than one terminal. Customer has no property right in such number. MetOcean reserves the right to assign, designate, or change such number, when, in its sole discretion, such action is reasonably necessary in the conduct of its business.
  1. Data Transmission Use & Dropped Calls: Due to the technical nature of data setups and the inherent sophistication of data transmission through a variety of satellite and other operating systems, MetOcean makes no representation as to the success of voice or data calls through any system. Customer agrees that all data call attempts, regardless of ultimate successful transmission and termination, will be paid for and no credits will be given in the event of dispute of this nature. Along with potential incorrect use (i.e.: next to a building/obstruction), all satellite systems (including low earth orbiting satellite constellations) have inherent limitations and anomalies that can create dropped calls of either voice or data nature. Dropped calls will not be credited. MetOcean can provide data setup technical support beyond the normally provided setup instructions at an additional charge. Please consult with a Sales Representative for more details.
  1. Managed Services: When necessary, MetOcean will, on behalf of the customer, complete the initial account creation process based on information provided by the customer and will conduct “Train-the-Trainer” sessions via an online meeting on the administrative applications. The customer Administrator will be responsible for all account set up functions, data input and maintenance. MetOcean will not be held responsible for any customer data entry or maintenance. MetOcean shall not be liable to Customer, nor shall Customer make any claim against MetOcean or its suppliers, for injury, loss or damage sustained by reason of any unavailability, delay, faultiness or failure of the facilities and services to be provided by MetOcean pursuant to this Agreement.
  1. Limitation of Liability: The satellite services provided by MetOcean may be temporarily interrupted, delayed or otherwise limited and is not available everywhere in the world. MetOcean makes no representation that it can provide uninterrupted service. Furthermore, MetOcean shall have no liabilities or will provide any Customer with credit due to interrupted service unless caused by the gross negligence of MetOcean. MetOcean shall not be liable for acts or omissions of other carriers, equipment failures or modifications, acts of God, strikes, government actions, pandemics or other causes beyond our reasonable control.

METOCEAN MAKES NO WARRANTIES WITH RESPECT TO THE SERVICE OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXCLUDED. METOCEAN SHALL NOT BE LIABLE TO ITS DISTRIBUTOR OR CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES REGARDLESS IF CAUSED BY THE SOLE NEGLIGENCE OF METOCEAN.

  1. Subscriber Terminals and Equipment: Unless provided otherwise, MetOcean is not responsible for the installation, operation, quality of transmission, or maintenance of Customer equipment. If Customer’s equipment is stolen, Customer should notify MetOcean immediately, but will still be held responsible for all charges as agreed upon in this Agreement and may be subject to replacement fees associated with the replacement of the stolen, lost, missing or damaged terminal and/or equipment. .
  1. Licensing: Customers wishing to operate satellite phones while in foreign territories shall be required to obtain any and all licensing or approvals that may be required to operate within that territory. MetOcean does not guarantee any authority to radiate from territories other than those allowing trans-border operations of satellite equipment.
  1. Software License: This is a license, not a sales agreement, between the Customer, and MetOcean. Customer is granted a non-exclusive, non-transferable (except as provided below) right to use the copy of the software program(s) (the “SOFTWARE”), any accompanying hardware (the “HARDWARE”), and any accompanying documentation, which was provided to Customer by MetOcean, in accord with the terms set forth in this agreement. All SOFTWARE, HARDWARE, and accompanying documentation are protected by copyright, trademark, and other intellectual property laws and by international treaty provisions. Therefore, Customer must treat the SOFTWARE, HARDWARE, and accompanying documentation like any other copyrighted or otherwise protected material (e.g. a book or recording) except that:
  1. Customer may: 1) Install the SOFTWARE and HARDWARE on only one computer; 2) Physically transfer the SOFTWARE and HARDWARE from one computer to another provided that the SOFTWARE and HARDWARE is used on only one computer at a time.
  2. Customer may not: 1) Use the SOFTWARE and/or HARDWARE on more than one computer at a time; 2) Modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy (except for backup) the SOFTWARE, HARDWARE, or the accompanying documentation; 3) Rent or lease any rights in the SOFTWARE, HARDWARE, or accompanying documentation to any person; 4) Remove any proprietary notices, labels or marks on the SOFTWARE, HARDWARE, accompanying documentation and/or containers.
  3. All rights, title, interest, and all copyrights and intellectual property rights in and to the SOFTWARE, HARDWARE, accompanying documentation, and any copy made by Customer remain with MetOcean. Unauthorized copying of the SOFTWARE, HARDWARE, or the accompanying documentation, or failure to comply with the above restrictions, will result in automatic termination of this license and will make available to MetOcean other legal remedies. Customer’s sole remedy under this License Agreement shall be repair or replacement as provided in the warranty.
  1. LIABILITY: METOCEANS SOLE AND EXCLUSIVE MAXIMUM LIABILITY FOR ANY CLAIM BY CUSTOMER OR ANYONE CLAIMING THROUGH OR ON BEHALF OF CUSTOMER ARISING OUT OF CUSTOMER’S ORDER OR THE WARRANTY SHALL NOT IN ANY EVENT EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER TO METOCEAN FOR THE PRODUCT. IN NO EVENT SHALL METOCEAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES OR DAMAGES FOR THE LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSSES ARISING OUT OF CUSTOMER’S ORDER OF SOFTWARE, HARDWARE, OR ACCOMPANYING DOCUMENTATION DELIVERED UNDER IT OR OUT OF THE WARRANTY, INCLUDING WITHOUT LIMITATION, LOSS OF USE, PROFITS, GOODWILL OR SAVINGS OR LOSS OF DATA, DATA FILES ORPROGRAMS THAT MAY HAVE BEEN STORED BY THE USER.
  1. Emergency Services: Where available, registration with GEOS to enable emergency messaging capabilities and all emergency search and rescue and medical evacuation services require a separate subscription from a third-party issuer. All costs related to those services are the responsibility of the user.
  1. Confidential Information: Except with the prior written approval of the Customer, MetOcean shall not in any manner publish or advertise information about the projects of the Customer. Under no circumstance is the Customer to disclose to any third-party privileged information shared with it by the MetOcean regarding any technical detail or pricing information of the MetOcean’s services and equipment.
  1. Privacy: In the course of providing Service to Customer, MetOcean will obtain and possess certain customer information and usage-related information about the quantity and type of the telecommunications services Customer uses (hereinafter referred to as “privacy data”). This data is regulated under various laws and regulations globally, including Customer Proprietary Network Information (“CPNI”) in US federal law, Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada, General Data Protection Regulation (“GDPR”) in the EU, and similar privacy laws of countries and laws within their states and provinces, in which MetOcean and Customer operate or provide services. Under these laws and regulations, Customer has the right, and MetOcean has the duty, to protect the confidentiality of Customer’s privacy data. Under these laws and regulations, MetOcean may use Customer’s privacy data to provide service to the Customer, to bill and collect for such services, to protect MetOcean’ property rights and as otherwise permitted or required by law. In addition, MetOcean may use privacy data to tailor products or services to the Customer, including, by way of example, to make the Customer aware of similar products or services that may be beneficial to the Customer.

Provided Customer has dedicated MetOcean account representatives assigned to its account and Customer is able to contact the account representative(s) directly without having to first access a call centre, MetOcean may, as permitted or required by applicable law, provide Customer privacy data (including Call Detail Records) over the telephone to authorized representatives of Customer.

Customer will designate its authorized representatives who are responsible for working with the Metocean account representatives (the “Customer Representatives of Record”). Customer shall notify its MetOcean account representative immediately of any changes in Customer Representatives of Record. MetOcean may provide privacy data to Customer Representatives of Record by any means not prohibited by applicable laws, rules and regulation, including but not limited to: by telephone in response to a Customer-initiated call; electronically to Customer’s e-mail address of record or to any e-mail address provided by a Customer Representative of Record; to Customer’s telephone number of record or to any telephone number provided by a Customer Representative of Record; by mail via postal service to Customer’s address of record; or via an online customer portal or other online mechanism (if available from MetOcean).

  1. Governing Law: This contract is governed by the laws of Nova Scotia and Canada.
  1. Dispute Resolution: The intent of the Parties is to identify and resolve disputes promptly. Each Party agrees to perform as follows:
  1. to notify the other Party of any dispute in reasonable detail as soon as possible after any dispute arises;
  2. to negotiate in good faith to seek to resolve the dispute; and

if a dispute is not resolved within thirty days of it arising, either Party shall be entitled to submit the dispute for final and binding arbitration.  The Parties shall each pay their own respective arbitration expenses and share equally any third party costs of the arbitration. The arbitration shall be conducted under the rules (as in force as of the date of signature of this Agreement) of the American Arbitration Association (“AAA”), and the place of arbitration shall be Halifax, Nova Scotia, Canada. The language of the arbitration shall be English.  There shall be three arbitrators (the “Tribunal”): each Party shall appoint one arbitrator and the third arbitrator shall be appointed by the arbitrators appointed by each Party. Witnesses who are unable to speak English may give evidence through a translator.  Unless the Parties agree to extend this period, the Tribunal will render its award in writing within thirty days of the close of the hearing.  Judgment upon the award may be entered in any court having jurisdiction over this Agreement. In no event shall the Tribunal have any right or power to award punitive or exemplary damages.  All and any awards of the Tribunal shall be final and binding upon the Parties who, for the avoidance of doubt, expressly exclude all and any rights of appeal from all and any awards to the extent that such exclusion may be validly made.

  1. This clause 30 will not prevent a Party (the “affected Party”) from:
    1. seeking injunctive relief in the case of any breach or threatened breach by the other Party of any obligation of confidentiality or any infringement by the other Party of the affected Party’s intellectual property rights;
    2. commencing any proceedings where this is reasonably necessary to avoid any loss of a claim due to the rules on limitation of actions; or
    3. commencing proceedings in the case of non-payment of an undisputed invoice.
  1. CUSTOMER AGREES THAT ANY LEGAL PROCEEDING COMMENCED BY ONE PARTY AGAINST THE OTHER, SHALL ONLY BE BROUGHT IN THE GOVERNING COURT OF CANADA OR AS OTHERWISE AGREED. BOTH PARTIES SUBMIT TO SUCH JURISDICTION AND WAIVE ANY OBJECTION TO VENUE AND/OR CLAIM OF INCONVENIENT FORUM.