SECTION 1: DEFINITIONS/GENERAL INTRO

1.1 “Velocity” means Velocity IoT LLC.

1.2 “Service” means any service and/or hosted software application provided by Velocity or any of its suppliers, including but not limited to, APIs, VPNs, cellular connectivity, SIM Cards, eSIMs, Routers, and any other hardware or software services offered by Velocity.

1.3 “Customer” means Customer or the legal entity Customer named as a user when Customer registered on the Website and/or purchased Products.
1.4 “End User” means Customer’s customers.
1.5 “Products” means the physical/tangible products produced and sold by Velocity including, for example, SIM , all electronics, accessories, and any kits.
1.6 “Website” means any web domain owned, operated, branded or co-branded by Velocity.
1.7 “API” means any application programming interface (API), including the REST (Representational State Transfer) API (for communicating with servers, software developers, web applications, and mobile applications).
1.8 “Order” means an order for Products and/or Services, mutually agreed upon by Velocity and Customer.

1.9 “IMSI” means international mobile subscriber identifier.

1.10 “SIM Card” Means subscriber identification module card.

1.11 “eSIM Card” Means embedded SIM card.

1.12 “Active IMSI” means a device connected to the service offered by the Platform, that made at least one (1) successful data session during a calendar month.

SECTION 2: UPDATES AND SUPPLEMENTAL TERMS
2.1 Customer use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be posted on Velocity’s Website or will be presented to Customer for Customer acceptance when Customer signs up to use the supplemental Service. If these Terms and Conditions are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms and Conditions and any applicable Supplemental Terms are referred to herein as the “Terms.”
2.2 These Terms and Conditions include our Privacy Policy, which is posted on our Website and which also applies to Customer’s use of the Services.
2.3 Our Privacy Policy and Acceptable Use Policy are subject to change by Velocity in its sole discretion at any time. When changes are made, Velocity will publish the updated terms on the Velocity Website. Any new Supplemental Terms will be made available from within, or through, the affected Service on the website. We will also change the “Last Updated” date at the top of the applicable terms. Velocity may require Customer to provide consent to the updated terms in a specified manner before further use of the Website and/or Service is permitted. If Customer does not agree to any change(s) after receiving a notice of such change(s), Customer shall stop using the Website and/or Service. Otherwise Customer’s continued use of the Website and/or Service constitutes Customer acceptance of such changes.

SECTION 3. ACCOUNT CREATION AND USE
3.1 In order to access certain Services, Customer must create an account with Velocity with a valid email address and password (an “Account”).
3.1.1 By creating and using an Account, Customer is confirming that any and all information Customer provides is accurate and complete. Customer is also certifying that Customer is (1) over the age of 18, and (2) allowed to legally use these services in the United States and other countries and are not barred from doing so by any legal entities.
3.1.2 Only one Account may be created per unique email address.
3.1.3 Customer is responsible for the confidentiality of Customer login information and is fully responsible for the activities of Customer Account, as well as all activities, communications or behaviors that occur under Customer Account and with End Users or with any Products and Services connected to Customer Account.
3.1.4 Customer agrees to notify Velocity immediately if Customer has reason to believe Customer Account has been compromised or Customer suspects unauthorized use of Customer Account. Velocity will not be liable for any loss or damage arising from Customer failure to comply with the above requirements.
3.2 Velocity reserves the right to revoke Customer access to Customer Account, and/or suspend the Services if it believes Customer or End Users are engaged in (1) activities that violate these Terms, or any (2) unauthorized or illegal activities.
3.3 After Account has been initially set-up, these Terms will be binding on any End Users of Product or Services. Customer, the Account creator, will continue to be responsible for all Connected Products, including any access to or use of Connected Products by any End Users of Customer Account. All End Users of Customer Account are subject to and bound by these Terms.
3.4 Customer is solely responsible for informing all End Users and any person and/or entity to whom Customer provides access to Connected Products of their responsibilities and obligations hereunder. Customer agrees to indemnify, defend and hold harmless Velocity and its affiliates, and their respective officers, directors, employees, contractors, agents, successors and assigns (collectively, “Velocity Parties”) from and against any damages, liabilities, losses, judgments, settlements, penalties, costs and expenses (including reasonable attorneys’ fees) (“Losses”) that are incurred by the Velocity Parties in connection with or related to breach of this Section.
3.5 Customer is solely responsible for Customer Connected Products and related issues. Customer acknowledges and agrees that Customer must obtain PCS Type Certification Review Board (“PTCRB”) certification for all Connected Products prior to using our Services. In the event Customer Connected Products are not PTCRB certified, Velocity reserves the right to suspend our Services to, and ban from our networks, such Connected Products.

SECTION 4: USE OF VELOCITY PRODUCTS AND SERVICES
4.1 Terms of any Mutual Non-Disclosure Agreement govern these Terms and Customer’s use of the Service.
4.2 Customer agrees to abide by all applicable laws and regulations of local, state, and the United States in connection with End User’s and Customer’s access to and use of the Products and Services, along with those of any international jurisdiction in which End Users or Customers access or use the Products and Services.
4.3 Customer further agrees to not use any Products or Services to:
(a) interfere with or disrupt the services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Products or Services;

(b) engage in or assist with, or enable others to engage in, illegal or fraudulent activities;
(c) access or attempt to access the accounts, materials, information, computer systems, networks or devices owned or created by Velocity or otherwise, through password mining or any other means;
(d) violate, tamper with, or circumvent the encryption codes or technological protection measures of the Services;
(e) solicit personal information from anyone under the age of 18;
(f) provide remote monitoring to provide life-sustaining medical care for any individual, including without limitation, use of the Service in health care and assisted living environments;

(g) use the Service to convey obscene or unlawful information and content; or
(h) monitor third parties without their permission.
4.4 Customer acknowledges and agrees that Customer is solely responsible for compliance with all legal, regulatory and safety-related requirements related to Customer products and projects, and any use of the Products or Services. Customer has established, implemented, and will maintain programs to address privacy risks related to its End User’s use of the Service, protect the privacy and confidentiality of End User’s and Velocity’s confidential information, and address security risks. By creating products and projects using Velocity Products and Services, Customer represents and agrees that Customer has all the necessary expertise to: (1) create and implement safeguards which anticipate dangerous consequences of failures; (2) monitor failures and their consequences; (3) lessen the likelihood of failures that might cause harm; and (4) take appropriate remedial actions.
4.5 The Services may enable Customer to access and use Velocity or third party’s APIs, including the REST API (Application Program Interface), in order to control, access or provision access to Customer Account and Connected Products. Customer may only use Velocity or third party’s APIs for the sole purpose of accessing and using the Services for Customer internal business purposes. Abuse or excessively frequent requests to any Velocity API may result in the temporary or permanent suspension of Customer Account’s access to the API and other Services. Velocity, at its sole discretion, will determine abuse or excessive usage. Velocity reserves the right at any time to modify or discontinue, temporarily or permanently, Customer access to the API (or any part of Services thereof) with or without notice.
4.6 Customer shall not: (a) modify, translate, adapt, merger, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Website, Products, Velocity APIs or Services; (b) access the Website or Services in order to build a similar or competitive website, application or service; (c) disrupt, overburden, or aid or assist in the disruption or overburdening of (i) any computer or server used to offer or support the Services, or (ii) the enjoyment of the Services by any other person; (d) institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon the Website or Services, or other attempts to disrupt the Website or Services or any other person’s use or enjoyment of the Website or Services; (e) attempt to gain unauthorized access to the Website or Services, accounts registered to others, or to the computers, servers or networks connected to the Website or Services by any means other than the user interface provided by Velocity, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Website or Services; (f) attempt to probe, scan or test the vulnerability of the Website or Services or network, or breach any security or authentication measures; or (g) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Velocity or any of Velocity’s providers or any other third party to protect the Website and/or Services.
4.7 Customer acknowledge and agree that: (a) Customer will comply with all applicable laws, rules and regulations in relation to Customer use of the Website, Products, APIs and Services; (b) Customer access to and use of any Products or Services, or any portion thereof, may be withdrawn or suspended in order to comply with applicable laws, rules and regulations; (c) Customer will not use the Products or Services to send any communications that are offensive, abusive, menacing, obscene, annoying, incite hatred, panic or anxiety or which are otherwise unlawful; or (d) access, transmit, publish, display, advertise or make available material that infringes copyright or any other intellectual property right held in any country, is obscene or pornographic, contains threats of any kind, is defamatory in any way or breaches confidence, which is illegal or infringes any third party’s rights of any kind.
4.8 The Website, Products, APIs and Services are the sole and exclusive property of Velocity and its suppliers. Except as expressly set forth herein, no other rights are granted to Customer.

4.9 Customer hereby grants to Velocity a non-exclusive, transferable, sublicensable (through multiple tiers), irrevocable, royalty-free and fully paid-up right and license to access and use any data, information, files or other content (“Customer Data”) that Customer, or any End Users of Connected Products upload, transfer, provide, transmit, or otherwise make available to Velocity via the Services, for the purpose of providing the Services. Velocity acknowledges and agrees that, as between Customer and Velocity, Customer is the sole and exclusive owner of Customer Data. For the avoidance of doubt, Velocity does not collect, intercept or interpret Customer application data. Customer represents and warrants that Customer has provided all notices and obtained all rights and consents necessary to grant Velocity the foregoing license.

4.10 We will only use Customer Data and End User data as set out in our Privacy Policy.

SECTION 5: PURCHASES AND PAYMENT TERMS
5.1 Customer agrees to pay all fees or charges to Customer Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, or as specifically set forth in Customer’s Pricing or any applicable Order. Any disputes relating to payment must be made within 30 days from the time Velocity billed or invoiced Customer. Customer must provide Velocity with a valid credit card (Visa, MasterCard, Stipe, or any other issuer accepted by Velocity) (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Customer Payment Provider agreement governs Customer use of the designated credit card, and Customer must refer to that agreement and not the Terms to determine Customer rights and liabilities. By providing Velocity with Customer credit card number and/or other payment information, Customer agrees that Velocity is authorized to immediately invoice Customer Account for all fees and charges due and payable to Velocity hereunder and that no additional notice is required. Customer agrees to immediately notify Velocity of any change in Customer billing address, payment info, or the credit card used for payment hereunder. Other than what is explicitly stated in Customer’s Pricing, Velocity reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by email delivery to Customer.
5.2 Customer will be responsible for all charges and any taxes associated with the use of any Velocity services, including cellular connectivity, on a rating plan selected by the Customer from the Website (or if Customer does not select a rating plan the default rating plan and connectivity configuration assigned by Velocity), or applied to the Customer’s and End User’s devices or account by Velocity based on the Customer’s request or other requirement.
5.3 Customer agrees that any redundant, fallback, bootstrap, supplementary or otherwise non-primary connectivity provided to the Customer from Velocity is provided as a courtesy and is at Velocity’s discretion to enable or disable. Customer also agrees that should this redundant, fallback, bootstrap, or supplementary usage exceed more than 5% of total monthly usage on a per-device basis, that they may be responsible for additional data usage costs at Velocity’s discretion according to the latest fallback connectivity pricing sheet maintained by Velocity.
5.4 Customer will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time Customer creates a Customer Account and select Customer monthly or annual package, as applicable, or as otherwise set forth in any applicable Order (each, a “Service Commencement Date”). Except as set forth in the Terms or any applicable Order, all fees for the Services are non-refundable. No contract will exist between Customer and Velocity for the Services until Velocity accepts Customer order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
5.5 Customer subscription will continue indefinitely until terminated in accordance with the Terms, or as set forth in any applicable Order. Unless otherwise set forth in an applicable Order, after Customer initial Term or subscription period, and again after any subsequent subscription period, Customer subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Velocity’s then-current price for such subscription. Unless otherwise set forth in an applicable Order, Customer agrees that Customer Account will be subject to this automatic renewal feature unless Customer cancel Customer subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that Customer receive a notice from Velocity that Customer subscription will be automatically renewed, Customer will have thirty days from the date of the Velocity notice). If Customer does not wish Customer Account to renew automatically, or if Customer wants to change or terminate Customer subscription, please contact Velocity at support@Velocityiot.io. If Customer cancels Customer subscription, Customer may use Customer subscription until the end of Customer then-current subscription term; Customer subscription will not be renewed after Customer then-current term expires. However, Customer will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, Customer authorizes Velocity to charge Customer Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of Customer subscription, if Velocity does not receive payment from Customer Payment Provider, (i) Customer agrees to pay all amounts due on Customer Account upon demand, and/or (ii) Customer agrees that Velocity may either terminate or suspend Customer subscription and continue to attempt to charge Customer Payment Provider until payment is received (upon receipt of payment, Customer Account will be activated and for purposes of automatic renewal, Customer new subscription commitment period will begin as of the day payment was received).
5.6 Velocity reserves the right to charge Customer any overage fees accrued or incurred in accordance with Customer Order. Customer acknowledges and agree that overage fees may not be invoiced in the month used and that any failure by Velocity to bill or invoice for overage and related charges on a timely basis will not be a basis for Customer to dispute payment of such charges.
5.7 Velocity reserves the right to change carriers, network access and coverage plans at any time. Other than the committed carrier or data rate configuration that are expressly stated in the Pricing Terms, in the event any carrier, network access and/or coverage plans rates are increased by the applicable carrier or service provider, Velocity reserves the right to increase its fees upon 30 days notice to Customer.
5.8 If Customer has agreed to terms including committed volume pricing, then Customer is liable for MRC charges according to the device volume and date committed in the “Additional Terms” section of this agreement and will promptly pay for any MRC shortfall following the end of the commitment period.

SECTION 6: WARRANTY; WARRANTY DISCLAIMER
6.1 Except as set forth below in Section 6.4 Velocity does not warrant that (i) Services and Products will meet Customer specific requirements, (ii) Services and Products will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Services and Products will be accurate or reliable, (iv) the quality of any Services, Products, information, or other material purchased or obtained by Customer through Velocity will meet Customer expectations, and (v) any errors in the Service or Products will be corrected.
6.2 Services may be subject to sporadic interruptions and failures for a variety of reasons beyond Velocity’s control, including, but not limited to, cellular intermittency, service provider uptime, mobile notifications and carriers, among others. Customer acknowledges these limitations and agree that Velocity is not responsible for any damages allegedly caused by the failure or delay of the Services.
6.3 Customer acknowledges that Velocity uses third party service providers to enable aspects of the Services and Products – such as, for example, but not limited to, data storage, synchronization, and communication through third-party servers, and mobile device notifications through mobile operating system vendors and mobile carriers, and that Velocity does not control and is not responsible for the acts or omissions of such third-party service providers.

6.4 Continuity Assurance: In the event that Velocity ceases to operate its business, or files or has filed against it a petition under bankruptcy or insolvency law which remains undismissed after sixty (60) days, Velocity warrants that it will undertake commercially reasonable efforts to ensure cellular connectivity provided by Velocity will remain active with the underlying Service Provider. Velocity will undertake commercially reasonable efforts to ensure that pricing and service contracts will be honored by Velocity’s cellular carrier partners under the same pricing and terms as conveyed by Velocity. Velocity will take commercially reasonable efforts to transfer the full title of their licenses and agreements to Customer insofar as they pertain to cellular connectivity provided by Velocity.

6.5 Unless a special warranty is provided with the Product, which shall govern in all respects, Velocity warrants to you that (i) Products will perform in material respects in accordance with the applicable operator manual or product labeling for the lesser of twelve (12) months from the delivery date or the expiration date specified on the product labeling, (ii) If a Product defect is discovered and verified by Velocity investigation under normal and proper use during the warranty period, Velocity will, at its option, and without charge either (i) correct by repair, during its normal business hours, or by replacement with an equivalent product the defective Product or (ii) refund the purchase price paid by Customer. If required by Velocity, Customer must ship the defective product to Velocity transportation charges prepaid, and Velocity will either return the Product to Customer with transportation charges collect or if the Product is found to be defective, return it to Customer at Velocity’s expense.

6.6 Limitation on Warranty: Customer shall be responsible for, and Velocity’s service and warranty obligations under this Agreement will not apply to, repairs, replacements or claims resulting from (i) Customer’s failure to properly perform the service and maintenance required in the operator’s manual for the Product, (ii) repairs or relocation of the Product by persons other than those authorized by Velocity, (iii) replacements with parts, components and materials not supplied by Velocity, (iv) misuse, abuse, negligence, negligent operation of or improper storage of any Product, (v) alterations, modifications, disassembly, repair or tampering by any person other than Velocity’s authorized service personnel unless repair by others is made with the written consent of Velocity; (vi) environmental conditions outside the recommended range of the Product, such as electrical supply, temperature, or humidity, or (vii) other factors beyond Velocity’s control, such as fire, explosion or flood. Representations and warranties made by any representatives, salespersons, or agents of Velocity, which are inconsistent or in conflict with or in addition to the terms of the Agreement, will not be binding upon Velocity unless reduced to writing and approved by an expressly authorized officer of Velocity.

For Products manufactured by a third party (“Third Party”), Velocity assigns to Customer any rights that may exist under the warranty provided by the manufacturer, but Velocity does not warrant the performance of the third-party manufactured product, or provide any remedy for failure of the third-party product to perform. Customer’s exclusive remedy is any remedy that may exist under the warranty rights passed through to Customer under this section. THE WARRANTIES IN THIS SECTION ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ARE CUSTOMER’S EXCLUSIVE REMEDIES RELATING TO PERFORMANCE OF THE PRODUCTS AND SERVICES. VELOCITY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY ABOUT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR A PARTICULAR PURPOSE. IF ANY IMPLIED WARRANTIES APPLY AS A MATTER OF LAW, THEY ARE LIMITED IN DURATION TO WARRANTY PERIOD SPECIFIED IN THIS SECTION. No action arising out of the Agreement may be brought by Customer more than one year after the date the cause of action accrued.

SECTION 7: LIMITATION OF LIABILITY
7.1 Customer expressly understands and agrees that neither Velocity nor its suppliers will be liable for any indirect, incidental, special, consequential, economic, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Velocity has been advised of the possibility of such damages or if such damages were foreseeable). Neither Velocity nor its suppliers will be liable for any damages resulting from: (i) the cost of procurement for substitute products or services; (ii) the interruption of use or loss or corruption of data; (iii) actions or choices by any third parties using Services or Products; (iv) the interruption of access to or inability to access Services; (vi) Access, authorized or unauthorized, to Customer or End User data, or Customer or End User devices (Velocity Products or otherwise) making use of Services (v) Customer or End User use of the Services (including the APIs or Third-Party Products that access data via the APIs) or Products. In no event shall Velocity or its suppliers’ aggregate liability to Customer exceed an amount equal to the amounts paid by Customer during the six (6) month period immediately preceding the event(s) giving rise to liability hereunder.  VELOCITY’S TOTAL LIABILITY TO CUSTOMER UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT MONEY DAMAGES NOT TO EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THE AGREEMENT. THIS LIABILITY LIMIT IS CUMULATIVE, AND ALL DAMAGES PAID TO CUSTOMER UNDER THE AGREEMENT WILL BE AGGREGATED IN CALCULATING THE SATISFACTION OF VELOCITY’S LIABILITY LIMIT. VELOCITY WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT CUSTOMER MAY INCUR FROM DELAYED SHIPMENT OR PRODUCT SELECTION WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT, WARRANTY OR OTHERWISE.
7.2 Force Majeure: Velocity will not be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which Velocity has no reasonable control.

SECTION 8: INDEMNIFICATION
8.1 Customer agrees to indemnify, defend and hold the Velocity Parties harmless from and against any and all Losses incurred by the Velocity Parties in connection with any action, claim or suit arising out of or relating to Customer or End User breach of these Terms; Customer or End User violation of any applicable laws, rules or regulations; any dispute between Customer and any of Customer suppliers, vendors, distributors, OEMs, resellers or customers; or Customer or End User use of Products or Services, including without limitation, Customer or End User use of Products or Services in a project, product, device or any other item that Customer sell, pass or give to another person.

SECTION 9: TERMINATION
9.1 If Velocity becomes aware of any possible violations by Customer or End User of the Terms, Velocity reserves the right to investigate such violations. If, as a result of the investigation, Velocity believes that unlawful activity has occurred, Velocity reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Velocity is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Website or Services, including Customer Data, in Velocity’s possession in connection with Customer or End User use of the Website or Services, to (1) comply with applicable laws, legal process or governmental request, (2) enforce the Terms, (3) respond to any claims that Customer Data violates the rights of third parties, (4) respond to Customer requests for customer service, or (5) protect the rights, property or personal safety of Velocity, its users or the public, and all enforcement or other government officials, as Velocity in its sole discretion believes to be necessary or appropriate.
9.2 In the event Velocity determines, in its sole discretion, that Customer or an End User has breached any portion of these Terms, or have otherwise demonstrated conducted inappropriate for the Website and/or Services, Velocity reserves the right to: Warn Customer via email that Customer has violated the Terms; Delete Customer Data; Discontinue Customer subscription to any Services; Notify and/or send Customer and/or End User Data to and/or fully cooperate with the proper law enforcement authorities for further action; and/or; Pursue any other action which Velocity deems to be appropriate.
9.3 These Terms commence on the date when Customer accepts them (as described in the preamble above) and remain in full force and effect while Customer use the Website and/or Services, unless terminated earlier in accordance with the Terms.
9.4 If payment cannot be charged to Customer Payment Provider for any reason, if Customer has materially breached any provision of the Terms, or if Velocity is required to do so by law (e.g. where the provision of the Website and/or Services is, or becomes, unlawful), Velocity has the right to, immediately and without notice, suspend or terminate any Services provided to Customer. Customer agrees that all terminations for cause shall be made in Velocity’s sole discretion and that Velocity shall not be liable to Customer or any End User or any third party for any termination of Customer Account.

9.5 Termination of the Velocity service by the Customer is permitted at any time under the following conditions: 1) documented and notified non-performance or underperformance of the Velocity network where adjustment or remediation is not available in a reasonable amount of time, or: 2) a lack of network coverage or technical feature availability required by the Customer project. Termination of this agreement and the Velocity service due to either of the above conditions being met may be done by the Customer by (a) notifying Velocity at any time,

and (b) closing Customer Account for all of the Services Customer utilize. Customer notice should be sent, via email, to Customer’s designated account manager or sales representative. If Customer closes Customer Account in accordance with this Section 9.5, Customer will be entitled to continue to use the Services until the end of the applicable subscription period (if any), and Customer will not be entitled to a refund.
9.6 Termination of the Velocity service and/or this Agreement by Velocity is permitted (i) in the event that Velocity ceases to provide the Service to customers generally; (ii) upon written notice of at least forty five (45)at the end of the Term set forth in Customer’s Pricing Exhibit; (iii) immediately upon Customer’s material breach of this Agreement; (iv) immediately terminate or partially or wholly suspend Customer’s account(s) should Customer be more than 45 days late paying an undisputed invoice, or Customer’s creditworthiness has significantly deteriorated and Velocity therefore has a reasonable belief that Customer may be unable to pay for Services; or (v) upon written notice of at least 30 days after at least 36 months have passed from the Effective Date of this Agreement.
9.7 Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of Customer password and all related information, files and Customer Data associated with or inside Customer Account (or any part thereof). Subject to Section 10.5, upon termination of any Service, Customer right to use such Service will automatically terminate immediately. Customer understands that any termination of Services may involve deletion of Customer Data associated therewith from Velocity’s databases. Velocity will not have any liability whatsoever to Customer for any suspension or termination, including for deletion of Customer Data. Should Customer have agreed to a Minimum Annual Commitment and at the time of termination have any shortfall between the amount Customer has actually paid and the amount of the Minimum Annual Commitment(s), then Customer will be invoiced and will within 30 days from the date of termination pay the difference between the minimum commitment(s) and the actual amount spent in the commitment period(s). All provisions of the Terms which by their nature should survive, shall survive termination of the Services, including without limitation, ownership provisions, warranty disclaimers and limitation of liability.

SECTION 10: MISCELLANEOUS
10.1 Customer agrees, upon Velocity’s reasonable request, to participate in the reasonable marketing activities of Velocity related to the Service, including providing references to Velocity’s potential customers. Customer further agrees that Velocity may use Customer name(s), trade name(s) and logo(s) on Velocity’s website and promotional materials, and that Velocity may disclose the fact that Customer is a customer of Velocity.
10.2 The Terms shall be governed by the laws of the State of New York, without reference to conflicts of law principles.

10.3 All claims and disputes arising under or relating to the Terms are to be settled in the city of New York, state of New York , in any state or federal court located in the Borough of Manhattan, New York, New York, (ii) expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and (iii) waives and agrees not to raise (by way of motion, as a defense or otherwise) any and all jurisdictional, venue and convenience objections or defenses that such party may have in such suit, action or proceeding. The Parties hereby irrevocably and unconditionally consent to the service of process of any of the aforementioned courts. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any suit, action or proceeding brought pursuant to this Section. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE PARTIES EACH HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT

10.4 Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.5 The Terms, and Customer rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without Velocity’s written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Customer will promptly notify Velocity in writing upon the execution of any definitive agreement or understanding that will provide any new third party, company, entity or investor with the right to acquire more than twenty five percent of Customer’s outstanding equity or voting interests. Nothing herein is to be construed to give any person or entity other than the parties or their permitted successors and assigns expressly provided in these Terms any legal or equitable right, remedy or claim under or with respect to this Agreement.

10.6 Questions about these Terms can be directed toward support@velocityiot.io

10.7 If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10.8 Where Velocity requires that Customer provides an email address, Customer is responsible for providing Velocity with Customer’s most current email address. In the event that the last email address Customer provided to Velocity is not valid, or for any reason is not capable of delivering to Customer any notices required/permitted by the Terms, Velocity’s dispatch of the email containing such notice will nonetheless constitute effective notice. Customer may give notice to Velocity at the following address:

1317 Edgewater Drive

Suite 5015

Orlando, FL 32804

Such notice shall be deemed given when received by Velocity by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

10.9 The Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. This agreement may be executed by clickthrough on the Website or by original, facsimile, or electronic signatures (complying with the U.S. Federal ESIGN Act of 2000, 15 U.S.C. 96) All notices may be effectuated electronically (e.g. via email) so long as confirmation of receipt is verified.