International Data Roaming Agreement

INTERNATIONAL DATA ROAMING AGREEMENT

Parties

Recitals

WHEREAS, Service Provider operates international mobile data services and agreements enabling end users to access cellular data services while traveling outside of their home network territory;

WHEREAS, Client desires to obtain international data roaming services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to define the scope, payment, confidentiality, liability and termination rights applicable to international roaming services commencing on the Effective Date of this Agreement.

Effective Date:

Definitions

"Roaming Services" means the provision of packet and circuit data services to Client's subscribers on foreign public mobile networks in accordance with this Agreement and applicable roaming arrangements.

Scope of Services

Data Usage, Limits and Suspension

Data Cap per Subscriber: GB. Exceeding the cap will trigger overage charges or rate throttling as described below.

Overage Rate: per MB. Service Provider may suspend roaming access where misuse, fraud or network harm is reasonably suspected.

Payment Terms

Fees: Client agrees to pay Service Provider the amounts set forth below for Roaming Services and related charges.

Late Payment: If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, plus any reasonable collection costs incurred by Service Provider.

Term and Termination

Term: This Agreement begins on and will continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the intended termination date.

Termination for Cause: Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party shall protect the other's Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information includes business terms, pricing, network arrangements, technical specifications, subscriber-level data and any information marked or reasonably understood to be confidential. Confidential Information shall not include information that is publicly known other than by a breach of this Agreement, rightfully received from a third party, or independently developed without use of Confidential Information.

Use and Disclosure: Confidential Information shall be used solely for the performance of obligations under this Agreement and may be disclosed only to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Indemnification and Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, indemnification obligations, or breaches of confidentiality, neither party's aggregate liability for direct damages under this Agreement shall exceed the fees paid or payable by Client to Service Provider in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental or punitive damages.

Compliance; Data Protection

Each party shall comply with applicable telecommunications, data protection and export control laws in the performance of this Agreement. Service Provider shall implement and maintain commercially reasonable technical and organizational measures to protect subscriber and transactional data against unauthorized access and disclosure.

Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, network outages, strikes, government actions, or third-party network provider failures. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

Billing Contact

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. Disputes shall be resolved as set forth below.

Entire Agreement

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of the assigning party's business or assets to which this Agreement relates.

Notices: Notices required under this Agreement shall be delivered to the billing contact addresses provided above or to such other address as either party may designate in writing.

Acknowledgement

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing below is duly authorized to bind such party, and that execution of this Agreement does not violate any other agreement of the party.

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