TERMS AND CONDITIONS SALE OF ACCESS-STATIONS MICRO

1. PURPOSE

These Terms and Conditions of Sale of Access-Stations Micro (the “Agreement”) explains the terms and conditions to which Sigfox USA Solutions LLC, a Delaware limited liability company or any of its Affiliates (“Sigfox”) provides to You or the company that You represent as defined in an order form or Purchase Order (“You” or “Your”), a base station pack, including: SMBS-T4 base station, mounting kit and power supply (hereinafter referred to as “Access-Station Micro”), related accessories and, if applicable, specific support services. By Clicking “I Accept” or the equivalent, You agree to the terms below. Furthermore, if signing on behalf of a company, You acknowledge that You are authorized to enter into this Agreement on behalf of the company.

2. CONTRACTUAL DOCUMENTS

2.1 Purchase Orders

Sigfox only has a commitment to provide an Access-Station Micro, related accessories, and any specific support services if Sigfox accepts a purchase order placed by You, incorporating these terms (“Purchase Order”). The terms of this Agreement govern the sale of each Purchase Order placed by You for the sale of the Access-Station Micro. Each Purchase Order must specify:

  1. the quantity of Access-Stations Micro and related accessories ordered by You;
  2. the corresponding total price in accordance with the financial conditions and payment terms set out in Article 4; and
  3. the requested delivery date.

2.2 Order of priority

In the event of a conflict between any Purchase Order and these Terms and Conditions, these Terms and Conditions shall prevail.

3. DURATION

These Terms and Conditions come into force on the date of the placement of the relevant Purchase Order and for the duration of the rights and obligations described herein.

4. PAYMENT AND DELIVERY TERMS

4.1 Delivery

Sigfox will make commercially reasonable efforts to deliver the Access-Stations Micro by the delivery date specified in a Purchase Order, provided that Sigfox receives timely payment. Delivery of the Access-Station(s) Micro is Ex-Works (ExW), based on Incoterms 2010. Free Carrier (FCA) or Delivered at Place (DAP) is accepted subject to Sigfox prior written approval.

4.2 Payment

You shall pay Sigfox the amount stated in the Purchase Order and related invoices, within 30 days on invoice issuance, unless otherwise agreed by Sigfox and You.

4.3 Non Payment

If the full payment of an invoice is not made by the due date, Customer shall pay interest of 2% per month, compounded monthly. Additionally, Sigfox reserves the right to suspend any future orders until You make payment, without prejudice to any remedy which Sigfox may have against You and the right of Sigfox to terminate the Agreement. Any such action taken by Sigfox does not entitle You to receive any compensation.

5. YOUR RIGHTS AND OBLIGATIONS

5.1 General

You warrants and agree that:
  1.  The Access Stations Micro is subject to certification requirements and export control requirements;
  2.  You shall only install the Access-Stations Micro in the territories indicated in the list provided by Sigfox (https://support.sigfox.com/docs/smbs-t4-notice) and that have received prior approval by Sigfox
  3.  You shall not change the location country of the Access-Station Micro without the prior approval of Sigfox;
  4.  You shall not modify, reverse engineer or open the Access Station Micro;
  5.  You shall be compliant with all legal and regulatory rules;
  6.  You shall use the Access-Stations Micro in accordance with all documents necessary to properly install and maintain the Access-Stations Micro, which may be updated by Sigfox or by Sigfox SA (“Access-Stations Micro Guidelines”);
  7.  You shall not remove any confidentiality, trademark and proprietary notices included on the Access-Station Micro and Access-Station Micro Guidelines;
  8.  You shall not enter into agreements in the name or on behalf of Sigfox or its affiliates; and
  9.  You shall comply with any Sigfox or Sigfox SA request to conduct audits of use of the Access-Station Micro.
  10.  You shall ensure that anybody who has access or uses the Access-Station Micro is compliant with the terms of the entirety of this Agreement.
  11. If You or any of Your customers export the Access-Station Micro, You guarantee that the export will be in strict compliance with any applicable export control requirements, including Council Regulation (EC) n°428/2009. Any export or transfer of all or part of Access-Stations Micro outside the United States shall be subject to prior authorization(s) of the competent agency(ies) in charge of export of dual-use items and technology.

6. WARRANTY

6.1 Warranty

Sigfox warrants Access-Station Micro against defects in materials when used normally in accordance with Access-Stations Micro Guidelines and used in proper conditions of transportation, storage, installation, use and maintenance, according to Best Industry Practice, from delivery date for 6 months for Access-Station Micro . Sigfox will either repair or replace the defaulted Access-Stations Micro at its sole option. Sigfox disclaims all other warranties, whether express or implied.

6.2 Exclusions to Warranty

The warranty shall not apply if the Access-Station Micro is:

  1. a) not used and/or maintained according to the Access-Stations Micro Guidelines;
  2. b) is modified, altered, reverse engineered, opened, have cosmetic damage (including but not limited to scratches, dents and broken plastic on ports unless failure has occurred due to a defect in materials and/or any warranty seal is broken); or
  3. c) there is a defect with the Access Station Micro, which is not exclusively due to Sigfox, such as, but not limited to, a defect arising from Your storage conditions for the Access-Stations Micro, or for the Access-Station Micro which are left running on unstable cellular primary or secondary connectivity.

6.3 Costs of Return

The costs of return of the Access-Stations Micro is borne by You and shall later be reimbursed by Sigfox, unless the defect is not due to Sigfox. All other cost shall be borne exclusively by You.

7. LIABILITY

7.1 Sigfox’s Limitation of Liability

You shall maintain the Access-Station Micro, and the deployment and the use of the Access-Stations Micro shall be carried out under Your sole liability. Sigfox‘s liability is limited to the actual supply of the Access-Stations Micro and Sigfox shall not be liable for:

  1.  any defect of failure of the Access-Stations Micro if the use of the Access-Stations Micro does not conform to the intended use of the Access-Stations Micro or to the Access-Stations Micro Guidelines;
  2. any wrongful, illegal, or inappropriate use of the Access-Stations Micro; and
  3. any breach of any legal or regulatory rule concerning the destination, use, installation and maintenance of the Access-Stations Micro, nor for any damage caused to or by the Access-Stations Micro, nor for any act, fault, omission or infringement committed by You (including any failure to perform its obligations under the Agreement).

7.2 Further Limitation of Liability

A party’s liability will only apply to direct damages suffered by the other, resulting in a breach of the Terms and Conditions. To the maximum extent permitted by law, neither You nor Sigfox, shall be liable to the other or any third party for any indirect, or consequential damages.

7.3 Liability Cap

The aggregate liability of Sigfox under the Terms and Conditions shall be capped to the total price paid by You to Sigfox for the Access-Stations Micro subject to a Purchase Order.

7.4 Indemnification

You expressly agree to indemnify Sigfox and hold Sigfox harmless against any losses, liabilities, damages, costs, third-party claims, judgments and attorney fees arising out of (i) any breach of these Terms and Conditions (ii) Your negligence or willful misconduct and iii) iii) Your or any subsequent user’s export of the Access-Station Micro.

7.5 Sigfox’s Rights in the Event of a Breach

If You breach any part of this agreement, in addition to pursuing any remedy available in this Agreement or available at law, Sigfox may i) immediately terminate or suspend Your use of the Access-Station Micro and ii) immediately terminate or suspend Your access to the Sigfox Network.

8. INTELLECTUAL PROPERTY

You acknowledge and agree that Sigfox exclusively owns the intellectual property rights of the Access-Station Micro and of the Access-Station Micro Guidelines. All intellectual property rights related to the Access-Station Micro and Access-Station Micro Guidelines are the exclusive property of Sigfox. You will not take any action that jeopardizes such proprietary rights or acquire any right in the Access-Station Micro and Access-Station Micro Guidelines, except the rights specified in these Terms and Conditions.

9. CONFIDENTIALITY

The Access-Stations Micro Guidelines and all other material provided by Sigfox to You, shall be “Confidential Information”. You may only provide Your employees with access to the Confidential Information on a strict “need-to-know” basis. This article will remain in effect for three years after termination of the Terms and Conditions.

10. TERMINATION

You or Sigfox may terminate this Agreement with 30 days prior written notice, provided that all Purchase Orders placed prior to termination are continued to be governed by this Agreement.

11. ASSIGNMENT

You may not assign the right and obligations of this Agreement without the prior written consent of Sigfox. Sigfox may however assign or sub-contract all or part of the Agreement without the consent of You

12. MODIFICATION

Sigfox may, at its sole discretion, update the terms of use for the Access-Station Micro. Your continued use of the Access-Station Micro indicates Your acceptance of any changed or additional terms.

13. GOVERNING LAW AND DISPUTE RESOLUTION

The Terms and Conditions shall be governed by, construed and enforced in accordance with the governing laws of Massachusetts. The federal and state courts of the Commonwealth of Massachusetts shall have exclusive jurisdiction over matters arising from this Agreement.