Virtual Phone SIM Agreement

VIRTUAL PHONE SIM AGREEMENT

This Virtual Phone SIM Agreement (the Agreement) is entered into as of Date: by and between:

Parties

Recitals

WHEREAS, Provider operates and supplies virtual mobile connectivity and SIM provisioning services and possesses the technical capability to issue and manage virtual SIMs (eSIMs or remotely provisioned SIM profiles) for use with compatible devices; and

WHEREAS, Subscriber desires to obtain a virtual SIM and related connectivity services from Provider pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the scope of services, payment obligations, confidentiality, and other material terms governing the provisioning and use of one or more virtual SIM profiles.

Scope of Work

Provider will provision and manage virtual SIM(s) for Subscriber in accordance with the technical and service specifications agreed by the parties. Provisioning includes activation, network provisioning, number assignment (if applicable), and remote profile management.

Payment Terms

Subscriber agrees to pay Provider the fees set forth below for provisioning and ongoing connectivity. All fees are due in accordance with the schedule below. Unless otherwise stated, fees are exclusive of applicable taxes and regulatory charges which shall be charged to Subscriber.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within Notice Period: days after written notice. Provider may suspend service immediately for nonpayment.

Upon termination, Subscriber shall cease use of all SIM profiles provisioned under this Agreement and Provider shall disable such profiles. Subscriber must return any physical SIMs within Return Period (days): or remain responsible for applicable charges.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be considered confidential (Confidential Information). Confidential Information excludes information that (i) is or becomes publicly available without breach, (ii) was lawfully known prior to disclosure, or (iii) is independently developed without use of Confidential Information. Each party shall use Confidential Information only for performance of this Agreement and shall restrict disclosure to employees, contractors, or advisers who have a need to know and are bound by similar confidentiality obligations.

Data Use and Privacy

Subscriber acknowledges that Provider and underlying network operators may collect usage, diagnostic, and routing information necessary to provide service and to comply with lawful requests and regulatory obligations. Provider will handle personal data in accordance with applicable law and will only use Subscriber data for provisioning, billing, support, fraud prevention, and legal compliance unless otherwise agreed in writing.

Representations, Warranties and Limitations of Liability

Each party represents and warrants that it has the authority to enter this Agreement. Provider warrants that it will provide services in a commercially reasonable manner. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED AMOUNTS PAID BY SUBSCRIBER TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

Subscriber shall indemnify, defend, and hold harmless Provider from and against any third-party claims arising from Subscriber's misuse of services, violation of law, or breach of this Agreement. Provider shall indemnify Subscriber for claims arising from Provider's gross negligence or willful misconduct in provisioning the services.

Number Porting and Regulatory

If Subscriber requests porting of telephone numbers, Subscriber is responsible for submitting accurate account information and authorizations. Provider is not liable for porting delays caused by third-party carriers. Subscriber agrees to comply with all regulatory requirements related to telecommunications services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to choice-of-law principles.

Entire Agreement

This Agreement, together with any written attachments or schedules signed by the parties, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior or contemporaneous oral or written communications, proposals, and representations.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or such other address as a party designates in writing.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all its assets.

Acknowledgement

The undersigned authorized representatives of the parties acknowledge that they have read, understand, and agree to be bound by the terms and conditions of this Agreement.

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