LEADM2M M2M Service Terms & Conditions

These Service Term & Conditions are incorporated into and made a part of the LEADM2M Corporate Customer Agreement attached hereto by and between LeadingQuest – www.leadingquest.com and/or LeadingQuest’s wholly owned subsidiary PARLACOM in Brazil, all herein doing-business-as  “LEADM2M” and the Customer named therein (the “Customer”) for communication services and related products. The Corporate Customer Agreement including these M2M Service Terms & Conditions and any Purchase Orders entered into by the parties are collectively referred to herein as the “Agreement” or this “Agreement”. This Agreement provides the terms for any communications service, machine to machine (“M2M”) communication and data services or products, telephone, or SIM card or any related products or services Customer purchases from LEADM2M (collectively the “Service”) as well as Customer’s use of LEADM2M’s website located at www.leadm2m.com and any other website provided by LEADM2M to allow Customer to interact with LEADM2M and/or to use the Service (collectively the “Site”). Customer acknowledges and agrees that LEADM2M may refuse to provide to Customer the Service if at any time LEADM2M believes that Customer may be unable to perform, in whole or in part, its obligations pursuant to this Agreement. Customer acknowledges and agrees that all information collected in connection with the Service shall be subject to LEADM2M’s Privacy Policy located at http://www.leadm2m.com/privacy-policy/

Changes to this Agreement

The rates applicable to the Service (the “Rates”) shall be as set forth on the rates tab on the LEADM2M web site or included as part of any purchase agreement set forth via e-mail communication. As the rates for telecommunications services, in general, are constantly changing, LEADM2M shall have the right to change the Rates applicable to the Service at any time and without notice. LEADM2M may also amend other terms of this Agreement at any time provided that LEADM2M gives prior written email notice to the Customer Primary Contact Person set forth on first page of the Agreement of such changes. Customer shall have the right, upon the occurrence of any change to the Rates or any other amendment to the Agreement to terminate the Agreement on written notice to the Company given not more than thirty (30) days following the effective date of the applicable Rate change or other amendment. If Customer fails to terminate the Agreement within such thirty (30) day period, its right to terminate under this Section shall expire. Customer shall be entitled to participate in any promotions for which it qualifies, if it complies with all requirements of the promotion.

Service Availability

LEADM2M’s obligation to deliver the Service is subject to LEADM2M’s account approval of Customer in its sole discretion and LEADM2M may at any time require credit card payment or prepayment for the Service as a condition to its delivery. Service is normally available to Customer’s phones whenever a user is able to connect to a GSM network, in a country where LEADM2M roaming coverage is available but the Service relies on the networks of various third party wireless telecommunications carriers (“Carriers”) and LEADM2M cannot guaranty that the Service will be uninterrupted, timely, secure or free from error or will operate without packet loss or degradation. LEADM2M may choose not to provide service to countries or calling areas at its sole discretion, and may discontinue Service to any country or calling area at any time without notice. In addition, at any time, LEADM2M may prevent use by Customer of the Service for any reason, including fraud, excessive usage, billing irregularities and unlawful use. If Customer’s credit card is invalid, or payment is declined by the credit card issuer at the time a charge is attempted, or if Customer otherwise fails to pay any amount when due hereunder, LEADM2M may discontinue the Service and Customer will not be able to use the Service until its account is paid in full and LEADM2M has reinstated Customer’s Service.

Customer Obligations

The Customer is responsible for ensuring that any hardware equipment, or software application running on that equipment, that uses a the Service complies with any and all requirements of all GSM networks and will not cause any damage or interruption to any mobile phone network. The customer accepts all liabilities for damage or interruption to any mobile phone network caused as a result of the hardware equipment or software application running on that equipment. If the Customer is unsure whether the equipment or software being used may cause any damage to a mobile phone network, the customer may request LEADM2M to gain approval prior to use. Whether approval is sought is at the sole discretion of LEADM2M.

Customer agrees to use the Service for lawful purposes only. Customer shall not use, or allow any third (3rd) parties to use the Service in any way that is unlawful, harmful, threatening, libelous, deceptive, fraudulent, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, discriminatory, or other objectionable material of any kind, including, without limitation, material that encourages unlawful conduct. If LEADM2M believes, at its sole discretion, that Customer has engaged in any of the foregoing conduct, LEADM2M reserves the right to (i) immediately suspend or terminate Customer’s Service; and/or (ii) forward the offensive materials, Customer’s identity and other personal information to the proper authorities for investigation and prosecution. The Customer consents to the forwarding of any such communications and information to these authorities or law enforcement.

Customer will be solely liable for any and all liability that may arise out of the content transmitted to any person, whether authorized or unauthorized, using the Service. Customer shall assure that the use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. LEADM2M reserves the right to terminate or suspend the Service and remove Customer’s content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform to the requirements set forth in this Agreement.

Customer’s Means of Access

Customer agrees it will not access (or attempt to access) the Site or the Service by any means other than through the interfaces LEADM2M provides, unless specifically allowed to do so in a separate agreement signed by LEADM2M.

For any of portion of the Service accessible only through use of application programming interfaces (“APIs”), Customer agrees that it will access the Service only using appropriate APIs that are compliant with the API instructions provided by LEADM2M from time to time and Customer will not access the Service through any other automated means, such as scripts or web crawlers.

LEADM2M has the right to assign and control any identification number (IMSI, MSISDN, MIN or similar) assigned to a SIM card or other device by us or a Carrier to allow a SIM card or other device to access and/or use the Service. Customer understands that, subject to any regulations about portability of numbers, Customer has no property right in any of these numbers and that they may be changed from time to time.

Customer acknowledges and understands that LEADM2M or its Carrier partners may make temporary changes to the Site or Service required by an emergency, as well as take actions deemed reasonably necessary to protect or optimize our or their networks or services. Customer further acknowledges and understands that some of these actions may interrupt or prevent legitimate communications and usage, including, for example, use of message filtering/blocking software to prevent SPAM or viruses, limitations on throughput, scheduled maintenance and the like. LEADM2M will provide as much advance notice as reasonably possible of any planned or emergency maintenance windows by email or by posting on the Site but we can make no assurances that Customer’s legitimate communications and usage will not be interrupted or prevented in such circumstances.

Customer Restrictions

Customer agrees that Customer will not (and will cause its employees, contractors, consultants, agents and other representatives to not) at any time:

1. modify or make derivative works based on the Site, the SIM cards or other devices received from LEADM2M, the Service or APIs or reverse engineer any of the software or content used in any of the foregoing, except for software tools identified as open source or for which permission to modify is explicitly granted;
2. share or otherwise distribute any non-public information about the operation of the LEADM2M network or any LEADM2M services to any third parties;
3. take or permit any actions that Customer reasonably ought to know may overload or crash the Service or any LEADM2M server or network;
4. benchmark any of the LEADM2M services, perform penetration testing, or engage in any other activity to probe LEADM2M’s systems or to collect or share information about the performance of the LEADM2M services;
5. engage in excessively high volume data transfers or bandwidth use, including without limitation by hosting a webserver, internet relay, chat server or any other server, via any use of the Service;
6. “frame” or “mirror” the Site, its services or content on any other server or internet-enabled device;
7. take any action to modify, avoid or override any LEADM2M or Carrier lists or algorithms for blocking or preferring any operator network.

 

Rates

A complete list of rates applicable to the Service, can be found on the LEADM2M web site at: www.leadm2m.com . The published rates are subject to change from time to time without notice to Customer.

SIM Activation, Minimum Monthly Usage & Monthly Maintenance Fees for Inactive SIMs

LEADM2M allows 60 days after the SIM purchase for SIM to be activated. This time is provided for logistics and installation in the field. If Customer did not activate the SIM within 60 days after the SIM purchase, the SIM will be activated automatically, unless a different agreement is specified in the Purchase Agreement.

Billing and Payment

Service operates on a prepaid billing system. LEADM2M will provide a detailed billing summary for the Customer online. The format of this billing summary may change from time to time without notice to Customer. Charges set forth in such billing summaries shall, unless otherwise agreed by LEADM2M, be prepaid, using the Customer credit card(s) on file or via Wire Transfer (domestic or international). Data usage charges, and all other fees, will be deducted from Customer’s prepaid account as incurred and without notice to Customer. If the auto-recharge option is turned on, low balances will result in automatic charging of Customer’s credit card(s) on file, and the value of these charges will be added to Customer’s prepaid account balance. Customer hereby authorizes LEADM2M to charge such amounts to Customer’s credit card(s) on file and to deduct any charges from Customer’s prepaid account.

Charges

Customer charges shall include, without limitation, data usage charges, charges for cellular data usage fees, monthly fees, and any other fees, or charges applicable to the Service, plus taxes and surcharges. If any individual activates Service on behalf of the Customer but was not authorized to do so, Customer agrees that it shall nevertheless be responsible for the corresponding charges, and such individual will be jointly and severally, together with the Customer, responsible for all charges to the account and will be fully bound by this Agreement as though he or she had activated Service on behalf of the Customer. Suspended for non-payment SIM cards will incur the service restoration fee. SIM cards that has been suspended for 3 months of non-payment will be permanently removed from the customer account.

Governing Law and Disputes

This Agreement is governed by the laws of the Commonwealth of Virginia. In the event that the parties are not able to resolve any dispute or controversy through informal discussions, the parties agree that any dispute arising under this Agreement shall be resolved by binding arbitration before the American Arbitration Association in Richmond, Virginia, under the then-prevailing rules of the American Arbitration Association. In such arbitration, the prevailing party shall be entitled to receive its attorneys’ fees and costs, as part of such award. The decision of the arbitrator(s) shall be final and unreviewable for error of law or legal reasoning of any kind and may be entered in any court of competent jurisdiction.

Unauthorized Use

If a Customer becomes aware of unauthorized use of the Service, it shall notify LEADM2M immediately to suspend service. The fastest way for Customer to stop losses is to log on to its account at www.leadm2m.com and block its Service from LEADM2M’s web portal. Notwithstanding the foregoing, until Service has been suspended, Customer is responsible for all charges to its accounts whether or not expressly authorized by Customer or its users. If any of Customer’s cards, phones or other equipment is missing, lost or stolen, Customer should immediately contact LEADM2M at: support @ leadm2m.com

Personal Account Information

Customer acknowledges that any person able to provide a user’s name, address, mobile number and the last 4 digits of the credit card on record, or a user’s PIN (Personal Information Number) will be able to receive information about Customer’s or its user’s account, and make changes to its account, including the addition or deletion of accounts.

Customer agrees that Customer has certain security obligations with respect to accessing the Service and its account and that LEADM2M will not be liable for any loss or damage from Customer’s failure to comply with these obligations. In particular, Customer agrees that it will:

• Limit access to its account to Customer’s authorized personnel;
• establish account logins and API keys for Customer’s personnel in accordance with LEADM2M’s policies
• safeguard all usernames, passwords and other Account access credentials for its personnel who have access to the Services;
• notify LEADM2M immediately if Customer believes that the security of its account access credentials has been compromised and cooperate in the correction of security issues or resetting of any such access credentials;
• not grant access to the Service to Customer’s end users without the prior written consent of LEADM2M and, if access is granted, require Customer’s end users to establish their own access credentials and to agree to these terms and conditions;
• be responsible for all activities that occur using Customer’s usernames or passwords regardless of whether or not such activities were expressly authorized by Customer.

 

LEADM2M shall have no liability to Customer or Customer’s users for any unauthorized use or disclosure Customer’s or Customer’s user’s name, address, mobile number, credit card number on record, PIN or any other confidential or personally identifiable information.

LIMITED WARRANTY

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICE AND ANY RELATED PRODUCTS OR SERVICES LEADM2M PROVIDES TO CUSTOMER ARE DELIVERED “AS IS” AND WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, LEADM2M EXPRESSLY DISCLAIMS ANY WARRANTY THAT: (A) CUSTOMER’S OR ITS USERS’ USE OF THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR WILL OPERATE WITHOUT FAILURE, PACKET LOSS, DEGRADATION OR INTERRUPTION, (C) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILLBE CORRECTED. FURTHERMORE, LEADM2M DOES NOT WARRANT ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET.

NEITHER LEADM2M NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES, DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF LEADM2M’S OR ITS SERVICE PROVIDER’S OR VENDORS’ NEGLIGENCE.

Limitation of Liability

IN NO EVENT SHALL LEADM2M BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF OPPORTUNITIES, LOSS OF DATA, OR LOSS OF USE DAMAGES, ARISING OUT OF THIS AGREEMENT, EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL LEADM2M’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED IN THE AGGREGATE, THE ACTUAL PAYMENTS RECEIVED BY LEADM2M UNDER THIS AGREEMENT DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

LEADM2M shall have no liability to the Customer for acts or omissions, or failures of any third party, including any third party service provider, or carrier. LEADM2M shall have no liability to the Customer if SIM cards delivered as part of the Service are not compatible with Customer’s equipment (but Customer may return incompatible SIM cards for credit). LEADM2M shall have no liability to the Customer for equipment failure or modification, or causes beyond its reasonable control. LEADM2M shall have no liability to the Customer for service outages or for service limitations or interruptions. LEADM2M shall have no liability to the Customer for any accidents or incidents which result from the use of Service or phones or other equipment related to the Service by Customer, its users or any third party all of which shall be at Company’s sole risk. This Section shall survive termination of this Agreement.

Indemnification

Customer agrees to defend, indemnify, and hold LEADM2M, its employees, officers, directors, agents, affiliates and representatives, and any other service provider, harmless from claims or damages relating to the use of the Service by Customer or any third party. This Section shall survive termination of this Agreement.

Assignment

LEADM2M may assign all or part of this Agreement and any and all rights at any time without notice to Customer. Customer may not assign this Agreement without the prior written consent of LEADM2M.

Entire Agreement

This Agreement represents the entire agreement between LEADM2M and Customer with respect to the subject matter hereof and supersedes all prior offers, contracts, discussions, negotiations, agreements and representations written or oral, including any promise made to Customer by LEADM2M, its client services agents, representatives or employees. If any part of this Agreement is found invalid, the balance shall remain enforceable to the maximum extent permitted by applicable law.

Termination of Contract

LEADM2M reserves the right to terminate the Agreement at any time, for any reason or for no reason, and to repossess any property leased to Customer. In the event of termination of this Agreement, LEADM2M may declare all amounts owed to LEADM2M hereunder to be immediately due and payable.

Refunds

No refunds will be provided for the airtime. You may return unused SIM card within 30 days after the receipt of the item, provided the SIM card was not activated and was not detached from the plastic SIM holder. A 25% restocking fee will be applied. Returned products must be undamaged and unused in their original packaging in order to be accepted. We reserve the right to refuse refunds for any products that are returned with damage and are unable to be resold at the purchased price. There are no refunds for sent SMS messages – either it was delivered to the recipient or not. Not all SMS messages can be or will be delivered. Shipping charges will not be refunded. Most shipments from LEADM2M require a signature at delivery. Returns due to the carriers inability to obtain a valid signature are subject to a return processing fee and no credit of freight charges. There will be no refunds for Internet data usage. If the charge occurred then data was moved and you were charged accordingly. There will be no refunds for discount packaged plans once activated.

Return of Leased Property

Customer shall return all leased property to LEADM2M according to instructions provided to Customer at the time of leasing. Should Customer return leased property prior to the end of the applicable lease term, no refunds or credits will be issued to the Customer.

Notices

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their mailing address, email address or facsimile number, as applicable as set forth on the first page of this Agreement or to such mailing address, e-mail address, or facsimile number as subsequently modified by written notice given in accordance with this Section.