Effective date March 28, 2025
THE FOLLOWING TERMS AND CONDITIONS (COLLECTIVELY, THE “TERMS”) SHALL APPLY TO ALL REQUESTS FOR QUOTATIONS, PURCHASE ORDERS, ACKNOWLEDGEMENTS, CONFIRMATIONS OR OTHER PROCUREMENT DOCUMENTS (COLLECTIVELY, PROCUREMENT DOCUMENTS), ALL CHANGES (AS DEFINED BELOW) AND ALL REQUESTS FOR CHANGES (IN EACH CASE, WHETHER WRITTEN OR DIGITALLY GENERATED) PROVIDED BY YOU (“BUYER”) OR VELOCITY IOT LLC (“VELOCITY”) TO THE OTHER IN CONNECTION WITH THE PURCHASE OR USE, AS APPLICABLE, OF ANY SERVICES (AS DEFINED BELOW). VELOCITY’S ACCEPTANCE OF ANY CHANGE REQUEST RECEIVED FROM BUYER IS CONDITIONED UPON BUYER’S ACCEPTANCE OF THESE TERMS. BUYER’S ACCEPTANCE OF DELIVERY OF ANY SERVICES, OR PAYMENT OF ANY PART OF THE PURCHASE PRICE, UNDER ANY PROCUREMENT DOCUMENT WITH OR ANY CHANGE REQUEST MADE TO VELOCITY, SHALL CONSTITUTE BUYER’S EXPRESS ASSENT TO THESE TERMS.
1. Nonexclusive Relationship. Buyer shall have a revocable, nontransferable, non-exclusive right and license to use, distribute, offer for sale, and/or resell any products purchased by Buyer from Velocity (each, a “Service”, and collectively, “Services”). Buyer shall have no right of exclusivity in any territory and Velocity reserves the right to sell Services in any territory. Furthermore, Velocity may prohibit Buyer from selling Services in any territory in which Velocity has appointed a third party to be its exclusive distributor of Services in such territory, now or in the future.
2. Independent Contractors. Velocity and Buyer are independent contractors acting for their own accounts as seller and buyer, respectively, and no agency, partnership, joint venture, franchisor-franchisee, or employer-employee relationship is intended or created by these Terms. Neither party shall have the power, nor hold itself out as able, to obligate, bind or make any commitment or representation, express or implied, on behalf of the other party. Any personnel working for or on behalf of Buyer shall not be considered employees or agents of Velocity for any purpose, and Buyer assumes full responsibility for the acts or omissions of such personnel, and shall be solely responsible for their supervision, direction, control, compensation, benefits and taxes.
3. Procurement Documents. All Procurement Documents exchanged and/or issued by Buyer and/or Velocity in respect of Services will be subject to acceptance in writing by Velocity and will not be binding on Velocity unless and until so accepted by Velocity. In the event of any conflict between the terms and conditions appearing in a Procurement Document and the terms and conditions appearing in these Terms, the terms and conditions appearing in these Terms shall govern and take precedence unless the parties mutually agree and specify in such Procurement Document, that the terms and conditions appearing in such Procurement Document shall govern and take precedence over the conflicting terms and conditions appearing in these Terms. Buyer may only cancel a Procurement Document in accordance with Velocity’s standard cancellation policies.
4. Provisioning. Buyer shall promptly notify Velocity, in the manner prescribed by Velocity from time to time, of each Subscriber Communicator addition, address change, suspension or deletion from the applicable underlying network or other change (each, a “Change”) in the Service requested by Buyer. Buyer shall be responsible for all charges incurred from the date of any Subscriber addition through the date Buyer properly notifies Velocity of such Change. In the event Buyer does not properly notify Velocity, in the manner prescribed by Velocity, of a Change, Buyer shall be responsible for all charges incurred by that Subscriber Communicator through and including the business day following the business day Reseller properly notifies Velocity of that Change.
5. Pricing, Fees and Payment. Buyer shall pay to Velocity (or its designee), with respect to any month (or such other period as Buyer and Velocity may establish), the sum of all charges incurred pursuant to these Terms for such month (or such other period as agreed), for all Subscriber Communicators, in each case, calculated using the prices agreed to in the applicable Procurement Documents. All prices and payments for Services sold by Velocity to Buyer will be in United States Dollars. All amounts to be paid by Buyer shall be paid in full as set forth in the applicable Procurement Documents unless the parties otherwise agree in writing. Buyer hereby authorizes Velocity to charge any credit card provided by Buyer for the payment of fees, costs and expenses related to the purchase of Services from Velocity, unless Buyer and Velocity agree in advance to alternate arrangements. Any amounts not paid when due shall bear interest at the rate equal to the lesser of: (x) one and one-half percent (1½%) per month of such amount beginning on the date the payment was due, and (y) the maximum amount allowed under applicable law. All fees, charges and other payments to be made under these Terms exclude all present and future withholding taxes, charges, fees, duties, levies or other assessments (including, without limitation income, gross receipts, net proceeds, turnover, sales, use, franchise, excise, value added, license, customs duties, user, transfer or similar taxes imposed by the United States or by any state, municipality, subdivision or governmental authority therein, or by any foreign country or by any other tax authority, in each case to the extent relevant in the given context, and including any interest, penalties or additions to tax attributable to such taxes) (collectively, “Taxes”) imposed upon or with respect to or measured by the sale or delivery by Velocity to Buyer of any Service pursuant to these Terms. Such Taxes (including all applicable sales taxes), as applicable, will be the responsibility of and for the account of Buyer. Notwithstanding the foregoing, Buyer will have no obligation to pay any income tax imposed on Velocity or any of its affiliates which may arise from the transactions contemplated by these Terms.
6. Deposit. Prior to receiving Services in connection with a particular Subscriber Communicator, Buyer shall deposit with Velocity funds as set forth in the applicable Procurement Documents, if requested by Velocity. Such deposits may be applied by Velocity, in its sole discretion, against any amount due to Velocity by Buyer if such amount is not paid in full when due.
7. Technical Support. Technical support for any Services purchased by Buyer shall be provided by Velocity or its agents in accordance with Velocity’s standard policies and procedures as established or amended by Velocity, in its sole discretion, from time to time.
8. Representations and Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF VELOCITY OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE AGENTS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE UNDERLYING NETWORK OR THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VELOCITY AND ITS AFFILIATES EXPRESSLY DISCLAIM WITH RESPECT TO BUYER AND ITS AGENTS AND SUBSCRIBERS, AND BUYER (ON ITS OWN BEHALF AND ON BEHALF OF ITS AGENTS AND SUBSCRIBERS) HEREBY EXPRESSLY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES OF VELOCITY AND ITS AFFILIATES ARISING AT LAW, EQUITY OR OTHERWISE, WITH RESPECT TO, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (C) ANY WARRANTIES AS TO THE ACCURACY, AVAILABILITY OR CONTENT OF THE UNDERLYING NETWORK OR THE SERVICES; AND (D) ANY WARRANTY UNDER ANY THEORY OF LAW OR EQUITY, INCLUDING ANY TORT, NEGLIGENCE, STRICT LIABILITY, CONTRACT OR OTHER LEGAL OR EQUITABLE THEORY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE, WHICH IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY VELOCITY.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL VELOCITY OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE AGENTS BE LIABLE TO BUYER FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR LOSS OF GOODWILL, LOSS OF USE OF EQUIPMENT OR SERVICES, OR DAMAGES TO BUSINESS OR REPUTATION, WHETHER FORESEEABLE OR NOT ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE BY VELOCITY OF ANY ASPECT OF THESE TERMS WHETHER IN CONTRACT OR TORT OR OTHERWISE, AND WHETHER THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In addition, without limiting the generality of the foregoing, Buyer acknowledges and agrees that it shall have no right of recovery for the satisfaction of any cause whatsoever, arising out of or relating to these Terms, against (a) any affiliate of Velocity, (b) any supplier of services or equipment used in the provision of the Services in any circumstances in which Velocity or its affiliates would be obligated to indemnify the supplier, or (c) any officer, director, employee, agent, partner or shareholder of Velocity or its affiliates. The aggregate liability of Velocity and its affiliates for any claim arising out of, in connection with or relating to these Terms shall be limited to direct damages proven in an amount not to exceed Fifty Thousand U.S. Dollars (US$50,000) or fifty percent (50%) of the total amount paid to Velocity by Buyer pursuant to these Terms during the twelve (12) month period preceding the Claim, whichever is lower. Buyer has accepted the limitations of liability set forth in these Terms as part of the exchange of consideration under these Terms and expressly acknowledges that the prices for the Services would be higher if Velocity were requested to bear additional liability for damages.
10. No Liability. None of Velocity or any of its affiliates or their respective agents shall be liable for any act or omission of Buyer, any of its agents or employees, or any other person or entity furnishing the Services to Buyer or its agents, employees or customers, nor shall Velocity or its affiliates or agents be liable for any damages or losses of any kind whatsoever due to any act or omission of Buyer or its agents, employees or customers or the failure of the Services.
11. Interruptions. Buyer acknowledges that interruptions of Services may occur from time to time as the result of, among other things, (A) placing Subscriber Communicators in locations that preclude a Subscriber Communicator’s visibility to the underlying network, and (B) topographical and other conditions. Buyer acknowledges that service interruptions are difficult to assess as to cause or resulting damages. The parties agree that Velocity and its affiliates shall not be liable to Buyer, its agents or customers for any losses or damages arising out of any failure or impaired performance of, error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records, associated with the underlying network or any component thereof, whether for breach of contract, tortious behavior, negligence or under any other cause of action.
12. Proprietary Rights. Buyer acknowledges that Velocity owns or licenses and shall continue to own or license all title, interests and rights, including all Intellectual Property Rights, in the data, schematics, layout, designs, specifications, firmware and software for the Services. Buyer may not decompile, disassemble, reverse engineer or modify any Service purchased from Velocity, or combine it with, or incorporate it in, other products without the prior written authorization of Velocity. Any person that (i) purchases or licenses the Services and resells the Services after incorporating other hardware and/or software into the Services or the Services into other hardware, (ii) combines various components and programs into a functioning system, customized for a particular customer’s needs, or (iii) acquires or licenses the Services and reuses or incorporates them into new products, which such person then markets, sells or distributes, shall be solely liable for any damages (x) caused by the alteration of such Service or (y) arising from the failure of such Service, as altered, to properly function. For the avoidance of doubt, in no event shall Velocity, its affiliates or their respective agents, or any of the underlying network service providers be liable for any damages caused by a Service’s alteration, or arising from the failure of a Service, as altered by Buyer or any other person, to properly function.
13. Trademarks. No right, title or interest in or to any trademarks (together with any trade names, slogans, labels or designs, “Trademarks”) used by Velocity or any of the underlying network service providers, nor the goodwill connected thereto, is conveyed by these Terms. For so long as these Terms apply to Buyer, Velocity hereby grants to Buyer a limited, non-exclusive, non-sublicenseable, royalty-free right to utilize, publish and distribute Velocity’s existing Trademarks in connection with advertising, promotion and sale of the Services through any form or media, provided that all such uses are in strict conformance with Velocity’s requirements regarding such use, as such requirements are communicated to Buyer in writing from time to time by Velocity. Velocity may terminate the foregoing right if, in Velocity’s sole discretion, Buyer’s use of such Trademarks does not conform to Velocity’s requirements. Such requirements shall be in accordance with good business practice and Velocity shall not withdraw or limit the right of Buyer to use such Trademarks so long as Buyer is in full compliance with these Terms and is not in arrears with respect to amounts owing to Velocity pursuant to any purchase order. Title to and exclusive ownership of all Trademarks shall at all times remain with Velocity. Buyer shall not use any marks that are confusingly similar with Velocity’s Trademarks or use any combination marks that include any such Trademarks, without Velocity’s prior written approval, and shall not take any action inconsistent with Velocity’s exclusive ownership of its Trademarks. Any and all use of Trademarks by Buyer shall inure to the benefit of Velocity.
14. Abuse and Fraudulent Use. Access to each underlying network is furnished subject to the condition that there be no abuse or fraudulent use of such underlying network by Buyer, its agents or customers. Buyer shall not abuse or fraudulently use the underlying network and shall take any and all steps necessary to control and prevent abuse or fraudulent use of the underlying network by its agents or customers. Buyer shall promptly advise Velocity in the event Buyer has actual knowledge or reason to believe that any of its agents or customers is abusing or fraudulently using the underlying network in violation of this Section 14. In the event Velocity is advised or reasonably believes that Buyer, any of its agents or customers is abusing or fraudulently using the underlying network as specified in this Section 14, Velocity shall have the right to immediately terminate Buyer’s, Buyer’s agent’s or customer’s access to the underlying network for any or all of Buyer’s, Buyer’s agent’s or customer’s Subscriber Communicators, and Velocity shall have no liability for such termination of access to the underlying network.
15. Electromagnetic Interference. The parties understand and acknowledge that from time to time one or more resellers, customers or subscriber communicators may cause electromagnetic interference, either intentionally or unintentionally, with (i) the operation of the underlying network in such a way as to impair the quality of service provided by the underlying network to its other resellers and customers or (ii) the operation of another system or application approved by the FCC or other Governmental Authority. Accordingly, the parties agree that: (A) Velocity may upon discovery of, or upon reasonable suspicion of, any such interference or abuse by a reseller, customer, other Person or subscriber communicator discontinue Services to the reseller, customer, other Person or customer communicator that is causing the interference or abuses; and, (B) Buyer shall promptly advise Velocity in the event Buyer has knowledge or reason to believe that any of Buyer’s agents or customers or any Subscriber Communicator is interfering with the operation of the underlying network or any other system or application approved by the FCC or any other Governmental Authority. In the event that a Subscriber Communicator interferes with or impairs the performance of the underlying network, or any other application approved by the FCC or any other Governmental Authority, whether intentional or unintentional, Buyer shall immediately take commercially reasonable actions to cure such interference or impairment.
16. Compliance. Buyer shall, and shall procure that its agents and employees shall at all times, comply with all applicable treaties, laws, statutes, ordinances, rules and regulations (including without limitation, (i) all anti-corruption laws, rules, regulations and decrees, including the United States Foreign Corrupt Practices Act (FCPA), as amended, the U.K. Bribery Act, as amended, and any implementing legislation under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (ii) all laws and regulations relating to export control to the extent applicable to the Subscriptions) of any applicable Governmental Authority in the performance of its obligations hereunder and/or in the use of the underlying network or any Subscriber Communicator. Buyer shall take commercially reasonable action to prevent violations of all such applicable laws, rules and regulations by its customers, agents and employees in connection with the use of the underlying network or any Subscriber Communicators, whether intentional or unintentional. In the event such a violation occurs, Buyer shall immediately take commercially reasonable actions upon consultation with Velocity to cure such violation promptly. Buyer shall promptly advise Velocity in the event Buyer has knowledge or reason to believe that any of Buyer’s agents or customers is in non-compliance with any applicable law, rule or regulation. Velocity may upon discovery, or reasonable suspicion of, any such violation, discontinue Services to Buyer, such agent or customer.
17. Unusually High Usage. Should Buyer detect or be advised by Velocity of an instance of unusually high Subscriber Communicator usage or transmissions, Buyer shall promptly investigate any such instance of unusually high Subscriber Communicator usage or transmissions and shall promptly report such findings to Velocity for evaluation; provided, that Velocity shall have the right to deactivate any such Subscriber Communicator.
18. Type Approved Modems. Buyer shall be responsible for ensuring that only type approved modems are incorporated into Subscriber Communicators sold or otherwise distributed by it and that all Subscriber Communicators used by Buyer or its customers in connection with the underlying network, and Buyer’s or each customer’s use thereof, at all times meets the regulatory requirements of the FCC and any other applicable Governmental Authorities.
19. Indemnification. Buyer shall defend, indemnify and hold Velocity (including its affiliates and their respective agents) harmless from and against any and all losses, damages, costs, expenses and fees (including reasonable attorney’s fees) resulting from, arising out of or relating to any claim by a third party based on the acts, omissions or misrepresentations of Buyer or its employees, agents or contractors.
20. Remedies. Without limiting any of the remedies available to Velocity at law or in equity, Velocity shall have the right to cancel, or withhold delivery of Services in the event (i) Velocity becomes aware of any material adverse change in the financial condition or creditworthiness of Buyer, (ii) Buyer sells a part or all of its business or assets to a third party, (iii) Buyer ceases to do business, dissolves or becomes insolvent or bankrupt, makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding under bankruptcy or insolvency laws, or (iv) Buyer fails to make any payment when due or is otherwise in material breach of any of its obligations to Velocity and has not cured such breach within thirty (30) days of receiving a written notice of such breach from Velocity.
21. Termination. These Terms between Velocity and Buyer shall continue until terminated by mutual agreement of the parties or by Velocity as follows: Velocity may terminate these Terms (i) at any time by giving Buyer sixty (60) days written notice, (ii) immediately if Buyer ceases to do business, dissolves or becomes insolvent or bankrupt, makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding under bankruptcy or insolvency laws, (iii) whenever Buyer is in breach of the provisions of Sections 5, 6, 10, 12, 13, 14 and 15 of these Terms, or (iv) whenever Buyer is in material breach of any of its other obligations to Velocity under these Terms and has not cured its breach within thirty (30) days of receiving a written notice of the breach from Velocity. Notwithstanding the foregoing, the parties agree that Buyer’s obligation to pay any and all amounts due and owing by it under these Terms prior to the termination of these Terms and the covenants, agreements and obligations of the parties in Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 23, 24, 25, 26 and 27 hereof shall survive the expiration or termination of these Terms.
22. Assignment. These Terms, and Buyer’s rights and obligations hereunder are personal to Buyer, and Buyer may not assign its rights or delegate its duties hereunder without Velocity’s prior written consent, to be delivered to Buyer in Velocity’s sole discretion. Any contrary assignment or delegation by Buyer shall be null, void and of no effect. Velocity may assign all or any part of these Terms, or any of its rights hereunder, to any person. The parties’ rights and obligations under these Terms shall be binding upon and inure to the benefit of each party’s successors and permitted assigns.
23. Alternative Dispute Resolution. Any controversy or claim between the parties arising out of, relating to or in connection with these Terms, or any breach hereof, except for Buyer’s failure to make a payment pursuant to Section 5 of these Terms, shall be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Dispute Resolution Procedures (the “Rules”). Such arbitration shall take place in New York, New York before a panel of three neutral arbitrators selected pursuant to such Rules. The arbitrators’ award shall include an allocation of arbitration fees, expenses and compensation, and shall include an award to the prevailing party of its attorney’s fees, costs and expenses in connection with the arbitration. Any proceedings ancillary to the arbitration, including without limitation any action or proceeding to enforce the arbitrator’s award or judgment entered thereon, shall be brought in the Supreme Court of the State of New York, County of New York or the United States District Court for the Southern District of New York, the courts having exclusive jurisdiction thereof, each party hereby consenting to the exclusive jurisdiction of such courts over it and waiving, to the fullest extent permitted by law, any defense or objection relating to in personam jurisdiction, venue or convenience of the forum. All matters arising in any action to enforce an arbitral award shall be determined in accordance with the law and practice of such forum courts.
24. Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to principles of conflict of laws. The parties specifically exclude the application of the United Nations Convention on the International Sale of Goods. Buyer agrees to submit to jurisdiction and stipulates to proper venue in the Supreme Court of the State of New York, County of New York or the United States District Court for the Southern District of New York, for the adjudication or disposition of any claim, action or dispute arising under or in connection with these Terms that is not amicably settled by the parties.
25. Entire Terms. These Terms set forth the entire understanding and agreement of the parties with respect to the purchase and sale of Services, and supersede all prior oral or written agreements, negotiations, discussions, commitments and understandings between the parties as to such subject matter. These Terms may not be waived, amended or modified, in whole or in part, except by a subsequent written agreement signed by an officer of each party. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.
26. Severability. If any part of these Terms shall be held invalid or unenforceable, such determination shall not affect the validity or enforceability of any remaining portion, which shall remain in force and effect as if these Terms had been executed with the invalid or unenforceable portion thereof eliminated.
27. Definitions. Terms not otherwise defined in these Terms shall have the meaning set forth below:
“FCC” means the United States Federal Communications Commission or any successor agency thereto.
“Governmental Authority” means any federal, state, local or other governmental agency or authority of the United States or any other country.
“Subscriber Communicator” means the equipment used by Buyer and Buyer’s customers to access the underlying network, incorporating, as applicable, (i) a terrestrial wireless communication device (in which a SIM for such underlying network has been installed and to which a number has been assigned to identify a Subscriber Communicator and provide access to an underlying network) and/or (ii) a satellite modem, that has been approved by or on behalf of Velocity for use with the underlying network based on the determination that such model or type of terrestrial wireless communication device or modem meets the requirements set forth in the applicable specifications and successfully meets the testing requirements of such underlying network provider.