Terms of Use

STANDARD TERMS AND CONDITIONS OF SUPPLY – CODAN CONVOY

DICTIONARY

In the Standard Terms and Conditions of Supply, the words below have the following meanings:

$ means AUD, unless specifically otherwise specified;

ACDC means the Australian Commercial Dispute Centre Limited A.C.N. 003 042 840 of Level 6, 50 Park Street, Sydney, NSW, 2000, Australia;

Agreement means the contract between Codan and The Purchaser as described in clauses 1.4 and 1.6;

Anything of Value includes cash or cash equivalents, gifts, services, employment offers, loans, travel expenses, entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria or provision of any other asset, even if nominal in value.

AUD means Australian dollars;

Business Day means any day except a Saturday, Sunday or public holiday in South Australia;

Calendar Day means a calendar day with periods expressed in Calendar Days subject to extension if necessary to allow for public holidays in South Australia and/or the location where the Product (if imported) is sourced as the case may be;

Catalogue means any and all catalogues of Codan products published and distributed by Codan in hard copy and electronically (including by making available for viewing through its official website) to its actual and prospective customers, setting out product details and current prices, as updated and replaced by Codan from time to time in its discretion;

Codan or Company means Codan Limited A.C.N. 007 590 605 of Technology Park, 2 Second Avenue, Mawson Lakes, South Australia, 5095, Australia;

Codan Convoy means the integrated solution combining Codan transceivers with satellite and cellular services which accesses Orbcomm machine to machine data communications over terrestrial and satellite wireless communications systems through various systems operators as well as certain modems and telematics devices for data collection and/or communication over various communication networks;

Confidential Information means all information disclosed by Codan or The Purchaser and includes:

(a) the fact that the parties will have, or are having, discussions, and the substance of those discussions;

(b) financial information and other trade secrets and confidential know-how;

(c) information regarding each party’s business; and

(d) all information generated by the parties which is based on the information referred to in these paragraphs (a) to (c) inclusive,

but excludes information that:

(e) the parties create or develop (whether alone or jointly with any person) independently of the Confidential Information;

(f) is public knowledge (otherwise than as a result of a breach of confidentiality by either party or any person to whom it has disclosed the information);

(g) is rightfully known to, or in the possession or control of either party or any of its personnel and not subject to an obligation of confidentiality in accordance with the terms of this Agreement; or

(h) becomes available to either party from a source other than the parties and which source has the right to use and disclose and is not bound by any obligation of confidentiality in respect of the same;

Credit Limit means the AUD value of any credit facility extended by Codan to The Purchaser;

Duties means any stamp, transaction or registration duty or similar charge imposed by any Government Agency and includes, but is not limited to, any interest, fine, penalty, charge or other amount imposed but excludes any income tax;

EUR or € means the euro (the official currency of the Eurozone);

Existing Arrangements means any arrangements and agreements between Codan and The Purchaser in effect as at the date an Order is submitted, as agreed by Codan in writing;

Facilitating Payment means a payment to an individual to secure or expedite the performance of a routine government action by Government Officials;

Force Majeure Event means anything outside a party’s reasonable control including, without limitation, shortages of materials, fire, storm, flood, earthquake, explosion, accident, enemy acts, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, transportation embargo or failure or delay in transportation;

Government Agency means any government or governmental, semi governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity;

Government Official means:

(a) any officer or employee of a government or any department, agency or instrument of a government (including but not limited to any Government Agency);

(b) any person acting in an official capacity for or on behalf of a government or any department, agency, or instrument of a government (including but not limited to any Government Agency);

(c) any officer or employee of a company or business owned in whole or part by a government;

(d) any officer or employee of a public international organisation such as the World Health Organisation or United Nations;

(e) any officer or employee of a political party or any person acting in an official capacity on behalf of a political party; and/or

(f) any candidate for political office;

GST has the meaning it does in section 195-1 of the GST Act;

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended, varied or replaced from time to time;

Insolvency Event, in relation to The Purchaser, means any of the following events:

(a) The Purchaser is unable to pay its creditors (or any class of them) in the ordinary course of business;

(b) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to The Purchaser or any of its assets;

(c) The Purchaser enters into, or resolves to enter into, a scheme of arrangement, compromise or composition with any class of creditors;

(d) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of The Purchaser; or

(e) anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction;

Intellectual Property Rights means any and all intellectual and industrial property rights anywhere in the world, including but not limited to the rights comprised in any patent, copyright, design, trade mark, eligible layout or similar right whether at common law or conferred by statute, rights to apply for registration under a statute in respect of those or like rights and rights to protect trade secrets and know how, throughout the world for the full period of the rights and all renewals and extensions;

International Product Warranty means the warranty set out in the document attached as Annexure A, which is incorporated into and forms part of these Standard Terms and Conditions;

Orbcomm means Orbcomm Networks LLC;

Orbcomm Agreement means the Master Wireless Application Provider Agreement including its schedules dated 07 December 2016 between Orbcomm and Codan (as attached);

Order means an order for Products created as the result of The Purchaser’s issue of a formal purchase order to Codan in hard copy or electronically (in a form agreed by Codan). Issuance of an Order (whether or not a Quotation is first issued by Codan) is deemed to constitute acceptance of these Standard Terms and Conditions by The Purchaser. In the event that a Quotation is issued by Codan, issuance of an Order is also deemed to constitute acceptance of the Quotation by The Purchaser;

Order Acknowledgement means Codan's written confirmation that an Order has been received from The Purchaser, and the Agreement brought into existence;

Order Value means the total price charged by Codan to The Purchaser for any Order, and including any amounts payable by The Purchaser and charged by Codan in accordance with clause 3.1;

Payment refers to and includes any direct or indirect offer to pay, promise to pay, authorisation of payment of, or transfer of, Anything of Value;

Perfected has the meaning given to that term in the PPSA;

PPSA means the Personal Properties Securities Act 2009 (Cth) and any regulations made under it;

PPS Register means the register established under the PPSA;

Products means the products to be manufactured and/or imported by Codan for The Purchaser as listed in the Order (including the Codan Convoy);

Quotation or Quote means the quote, if any, issued by Codan to The Purchaser in respect of the Products to which these Standard Terms and Conditions of Supply are attached;

Security Agreement has the meaning given to that term in the PPSA;

Security Interest has the meaning given to that term in the PPSA;

Service Activation Agreement means the Agreement set out in the document attached as Annexure C, which is incorporated into and forms part of these Standard Terms and Conditions of Supply. Execution of the Service Activation Agreement is a requirement for delivery of the Codan Convoy solution;

Special Conditions means those conditions outlined in Annexure B which specifically relate to the conditions that attach to the use of Codan Convoy that utilise Orbcomm services or equipment subject to the terms of the Orbcomm Agreement;

Supply has the same meaning it does in section 9-10 of the GST Act and excludes any “GST-free supplies” and “input taxed supplies” as those terms are defined in section 195-1 of the GST Act;

Tax or Taxes means any tax, levy, charge, impost, fee, deduction, compulsory loan or withholding (including corporate tax, personal income tax, fringe benefits tax, payroll tax, withholding tax, excise and import duties, GST, consumption tax, value added tax or any other taxes, levies or charges), which is assessed, levied, imposed or collected by any Government Agency, and includes any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any such amounts;

The Purchaser means the entity requesting that Products be supplied and sold to it by Codan by the issuance of an Order, as listed in the Quotation (if applicable); and

USD means US dollars.

standard terms and conditions of supply

1. Catalogue/Credit Offers, Quotations and Agreement

1.1 The Purchaser acknowledges and agrees:

(a) that the Catalogue and/or approval of a Credit Limit by Codan following a request for a credit facility received from The Purchaser in the form specified by Codan constitutes an offer by Codan to sell the Products to The Purchaser on the terms and conditions set out in these Standard Terms and Conditions of Supply, at the standard Prices for the Products set by Codan which are current on the date The Purchaser submits an Order to Codan, as notified by Codan to The Purchaser (subject always to clause 2.1 below) (Catalogue/Credit Offer); and

(b) that the Catalogue/Credit Offer may be accepted by The Purchaser at any time by submitting an Order with Codan.

1.2 By submitting an Order in response to a Catalogue/Credit Offer, The Purchaser warrants and represents to Codan that:

(a) it has been provided with a copy of Codan's current Product Price list and that it has reviewed this list prior to submitting the Order; and

(b) it has read and understood these Standard Terms and Conditions of Supply prior to submitting the Order, and agrees to be bound by them in full.

1.3 In addition to the Catalogue/Credit Offer, Codan may, in its discretion and following a request by The Purchaser, make an offer to The Purchaser for the sale of Products by issuing a Quotation. Unless otherwise specified in the Quotation issued by Codan to The Purchaser (if any) or agreed to in writing by Codan, all Quotations issued by Codan are valid for 30 days from the date of issue (Acceptance Period). The Purchaser must accept a Quotation by submitting an Order with Codan during the Acceptance Period. Any Quotation not accepted by The Purchaser during the Acceptance Period will lapse.

1.4 A contract between Codan and The Purchaser for the supply by Codan, and the purchase by The Purchaser, of the Products will come into existence:

(a) in cases where a Quotation is issued by Codan, on the date The Purchaser accepts the Quotation by submitting a valid Order with Codan within the Acceptance Period; and

(b) in all other cases, on the date that The Purchaser submits a valid Order with Codan, in response to the Catalogue/Credit Offer.

1.5 Codan will determine in its sole discretion whether an Order Form has been validly completed and submitted by The Purchaser.

1.6 The contract will comprise:

(a) these Standard Terms and Conditions of Supply;

(b) the Quotation issued by Codan, if any;

(c) the Product details listed in the Order; and

(d) the invoice issued by Codan to The Purchaser,

to the exclusion of any other terms and conditions (including but not limited to any variations to either these Standard Terms and Conditions or the terms of the Quotation or the Catalogue/Credit Offer (as applicable) purported to be made by The Purchaser in the Order) and apart from any terms, conditions or guarantees implied or provided for by applicable law which cannot lawfully be excluded. Codan may (but is not obliged to) issue an Order Acknowledgement to The Purchaser, confirming the terms of the contract.

1.7 In the event of an inconsistency between any of the documents listed in clause 1.6 above, the terms of these Standard Terms and Conditions will prevail to the extent of the inconsistency, with the terms of the Quotation (if any) prevailing thereafter. To the extent of any inconsistency between the document in clause 1.6(c) and 1.6(d) above, the document described in clause 1.6(d) will prevail.

1.8 Neither this Agreement nor any Order that has been submitted can be cancelled by The Purchaser except with the prior written consent of Codan. Codan can cancel and terminate any Order or this Agreement in its sole discretion, without penalty, if it considers that an Order Form has not been validly completed and/or submitted by The Purchaser.

2. Prices

2.1 Prices specified by Codan for the Products in a Quotation or any current Product Price list issued by Codan, as applicable, are based upon the prevailing currency exchange rates generated by the Codan system. Subject to Codan deciding in its sole discretion that it would be fair and reasonable in the circumstances to do so, Codan may pass on any variation in currency exchange rates to The Purchaser in any invoice issued in accordance with clause 3.2.

2.2 If a Quotation has been issued by Codan, The Purchaser acknowledges that it has been prepared by Codan on the basis of, and in reliance upon, the information provided by The Purchaser, and further acknowledges that the provision of incomplete or misleading information by The Purchaser, unforeseen circumstances, misinterpretations, variations and similar events may result in charges additional to those set out in the Quotation being payable by The Purchaser for the Products. The Purchaser agrees to pay any such additional amounts to Codan, in full.

2.3 Unless otherwise expressly specified by Codan, all prices stated are exclusive of Product delivery costs and freight charges.

3. Payment

3.1 The Purchaser is solely responsible for payment of all freight, insurance, delivery costs, Taxes and other charges levied or payable in respect of the Products, unless otherwise agreed by the parties in writing.

3.2 Codan will invoice The Purchaser for the Order Value of the Order at any time following receipt of such Order.

3.3 Unless otherwise stated in the Quotation the due date for payment by The Purchaser to Codan for the Order (Due Date) is as follows:

(a) 30 days from the date on which the invoice was issued, if the following conditions are satisfied at the time that the Order was submitted to Codan (i) The Purchaser has a pre-approved credit facility with Codan and (ii) the Order Value, combined with any outstanding payments due to Codan by The Purchaser at the time of the Order, fall within The Purchaser’s approved Credit Limit; and

(b) in all other cases, payment is immediately due at the time that The Purchaser places the Order with Codan.

3.4 If The Purchaser fails to make any payment by the Due Date, then, without prejudice to any other right or remedy available to Codan, Codan may, in its sole discretion elect to:

(a) suspend any further deliveries to The Purchaser arising from the Order;

(b) cancel the Order for Products not yet supplied to The Purchaser in whole or in part by Codan;

(c) enter the property of The Purchaser in order to repossess the Products;

(d) appoint a receiver or receiver and manager to do anything the law allows a receiver or receiver and manager to do;

(e) charge The Purchaser interest (both before and after any judgement) on the unpaid amount at the rate of 10% per annum until payment is made in full; and/or

(f) withdraw any Credit Limits or credit facilities previously approved and extended to The Purchaser.

4. Delivery

4.1 Unless otherwise stated in any Order Acknowledgement issued by Codan to The Purchaser, Codan will deliver the Products to The Purchaser in the manner (i) specified in the Order or (ii) if a Quotation has been issued, in the manner specified in the Quotation, regardless of what is stated in the Order submitted by The Purchaser.

4.2 Codan will use its reasonable endeavours to deliver the Products described in the Order on the delivery date requested by The Purchaser.

4.3 Risk of damage to or destruction or loss of the Products will pass to The Purchaser at the time of delivery to The Purchaser or its nominated carrier, as appropriate.

4.4 Notwithstanding delivery and the passing of risk in the Products, the parties acknowledge and agree that the title to, and property and ownership of, the Products supplied under this Agreement will not pass to The Purchaser until Codan has received, in cleared funds, payment in full for the Products and any other sums which are or may become due to Codan under this Agreement or any other agreement or arrangement between the parties.

4.5 Until such time as full title, property and ownership of the Products passes to The Purchaser in accordance with clause 4.4, and while the Products remain in The Purchaser’s full control and possession:

(a) The Purchaser must hold the Products as Codan’s fiduciary agent and bailee;

(b) The Purchaser must keep the Products properly stored, protected and insured;

(c) Codan may at any time after payment is overdue require The Purchaser to deliver up the Products to Codan and, if The Purchaser fails to deliver up the Products immediately, Codan may enter the premises of The Purchaser or any third party where the Products are stored and repossess them; and

(d) The Purchaser must not pledge or in any way charge by way of security for any indebtedness, any of the Products which remain the property of Codan. If The Purchaser does pledge or in any way charge by way of security for any indebtedness any of the Products for which property and ownership has not passed to The Purchaser, all moneys owing by The Purchaser to Codan will (without prejudice to any other right or remedy of Codan) immediately become due and payable to Codan.

5. PPSA

5.1 The Purchaser acknowledges that until such time as full title, property and ownership of the Products passes to The Purchaser under clause 4.4, this Agreement constitutes a Security Agreement for the purposes of the PPSA, and Codan has a Security Interest in the Products.

5.2 Without limiting clause 17.6, The Purchaser agrees to do such things as Codan may require from time to time to ensure that any Security Interest of Codan arising from or connected with this Agreement is Perfected under the PPSA for whatever period Codan determines in its sole discretion, including signing documents and providing Codan with all further information required to enable Codan to register its Security Interests on the PPS Register, and to otherwise protect Codan's position under the PPSA. The Purchaser must keep Codan fully informed of all relevant information regarding it and its activities, including by providing not less than 14 days notice in writing of any proposed change in its name or contact details, and immediately advising Codan of material changes in its business activities.

5.3 The Purchaser agrees to indemnify Codan for all expenses incurred by Codan in registering its Security Interests on the PPS Register, and will reimburse Codan for all such expenses immediately upon demand.

5.4 The Purchaser waives its rights under section 157 of the PPSA to receive a notice in relation to the registration events to which section 157(3)(a) of the PPSA applies, including without limitation, the right to receive a copy of a verification statement confirming registration of a financing statement or financing change statement relating to the Security Interest created by this Agreement.

5.5 The Purchaser agrees that nothing in sections 118, 121(4), 125, 130, 142 or 143 of the PPSA will apply to this Agreement or any Security Interest in the Products created by this Agreement, and waives its rights to receive any of the following documents:

(a) a notice of removal of an accession under section 95 of the PPSA;

(b) a notice of an intention to seize collateral under section 123 of the PPSA;

(c) a notice of a disposal of collateral under section 130 of the PPSA;

(d) a statement of account under section 132(3)(d) of the PPSA;

(e) a statement of account under section 132(4) of the PPSA;

(f) a notice of retention of collateral under section 135 of the PPSA; and

(g) any notice from Codan under each of the provisions listed in section 144 of the PPSA.

6. The Purchaser's Obligations

6.1 Codan and The Purchaser agree that The Purchaser:

(a) is solely responsible for consideration and validation of Product designs and Product functionality, to confirm suitability for particular applications, as desired by The Purchaser;

(b) must advise Codan of all statutory, regulatory and other official standards and/or requirements which the Product must comply with, at the time of submitting the Order to Codan and immediately upon becoming aware of these at any other time;

(c) must provide Codan with any other information which Codan may request in respect of the intended application/use of the Products; and

(d) is required to comply with Special Conditions in the event that the Products purchased include the Codan Convoy.

7. Warranty

7.1 Codan agrees to provide the International Product Warranty in respect of the Products.

7.2 The International Product Warranty will not apply in the event of termination of this Agreement by Codan pursuant to clauses 12.4, 13.3 or 15.3.

8. Exclusion and Limitations of Liability

8.1 The Purchaser acknowledges and agrees that notwithstanding clause 4.2, any delivery dates quoted by Codan for delivery of the Products are approximate only, and will not be binding upon Codan.

8.2 Codan does not exclude or limit the application of any provision of any applicable statute, legislation or other regulation (including the Competition and Consumer Act 2010 (Cth) and its Schedules and Regulations) where to do so would contravene that statute, legislation or regulation or cause any part of this clause to be void and nothing in this Agreement is to be interpreted as doing so.

8.3 Subject always to clause 8.2, to the extent permitted by law Codan excludes from this Agreement:

(a) all conditions, warranties, guarantees and terms implied by statute, general law, international convention or custom, except any implied term, condition, guarantee or warranty the exclusion of which would contravene any statute or cause this clause to be void (Non-excludable Condition);

(b) all liability to The Purchaser for consequential or indirect damages arising out of or in connection with this Agreement even if Codan knew they were possible, or they were otherwise reasonably foreseeable, and including without limitation, loss of profits and damage suffered as a result of claims by any third person, such as a customer of The Purchaser; and

(c) all liability to The Purchaser in negligence for acts or omissions of Codan, its employees, agents and contractors arising out of or in connection with this Agreement.

8.4 To the extent permitted by law, Codan will not be responsible for any consequences of any modification to the Products (whether or not authorised) or for any loss, damage or claim arising from such actions. The Purchaser agrees to indemnify, defend and hold harmless Codan against any and all claims, demands, suits, causes of action, damages and legal fees (on a solicitor-own client basis) or expenses or costs whatsoever arising, directly or indirectly, from any modification of the Products, and unconditionally frees, releases and discharges Codan and its officers, agents, contractors and employees from any claim or cause of action arising in connection with such matters, to the fullest extent permitted by applicable law.

8.5 To the extent permitted by law, Codan will not be liable or otherwise responsible for any loss, accident, damage or injury arising in connection with The Products, or any failure of the Products to operate in the manner required by The Purchaser, whether or not caused by a defect or fault in the Products or due to Codan's negligence. The Purchaser unconditionally frees, releases and discharges Codan and its officers, agents, contractors and employees from any claim or cause of action arising in connection with the use of the Products by The Purchaser, to the fullest extent permitted by applicable law.

8.6 To the extent permitted by law, Codan’s liability to The Purchaser for breach of any Non-excludable Condition which is applicable (and other than one implied by sections 51, 52 or 53 of Schedule 2 of the Competition and Consumer Act 2010 (Cth)) is limited to any one of, at Codan’s option, repairing or replacing the Products in respect of which the breach occurred, supplying equivalent products, payment of the cost of replacing the Products or acquiring equivalent products, or payment of the cost of having the Products repaired.

8.7 Notwithstanding anything to the contrary in this Agreement, and to the extent permitted by law, Codan’s maximum liability to The Purchaser for any cause of action or claim in connection with the Products or this Agreement shall be limited to a total aggregate amount equal to the Order Value of the Order in connection with which the cause of action or claim arose.

9. Intellectual Property

9.1 The Purchaser expressly acknowledges and agrees that Codan is the sole proprietor and owner of all existing and future Intellectual Property Rights associated with the Products (including all modifications and improvements), and that this Agreement does not grant or transfer to it any rights to the Intellectual Property Rights associated with the Products.

9.2 The Purchaser must not copy, reverse engineer, improve, enhance, develop, refine, modify or otherwise alter any aspect of the Products or any Intellectual Property Rights associated with the Products, or permit or assist a third party to undertake any of these actions.

9.3 Notwithstanding anything to the contrary in this Agreement, The Purchaser acknowledges and agrees that Codan will own all rights in any improvements, enhancements developments, modifications or refinements to the Products or associated Intellectual Property Rights developed or created by The Purchaser, and The Purchaser will have no claim to such materials. The Purchaser agrees that it will execute, procure and deliver to Codan all assignments required to give effect to this clause 9.3, and hereby waives any and all rights to any such improvements, developments, enhancements modifications or refinements.

10. Confidentiality

10.1 Each party:

(a) may use Confidential Information of the other party solely for the purposes of this Agreement;

(b) must keep confidential all Confidential Information of the other party; and

(c) may disclose Confidential Information of the other party only to (i) employees and contractors who (A) are aware and agree that the Confidential Information of the other party must be kept confidential and (B) either have a need to know (and only to the extent that each has a need to know), or have been specifically approved by the other party, or (ii) as required by law or stock exchange regulation.

10.2 Each party must notify the other party immediately once it becomes aware of any breach of confidentiality and must take all reasonable steps necessary to prevent further unauthorised use or disclosure of the Confidential Information.

11. Taxes and Government Charges

11.1 The amounts payable by The Purchaser to Codan for, or in connection with this Agreement do not include any amounts on account of Taxes and Duties. The Purchaser shall be solely liable for and shall pay, when due and payable, all Taxes and Duties which may be imposed in relation to the Products, or which is assessed or chargeable in respect of this Agreement and any associated documents or transactions.

11.2 The Purchaser agrees to indemnify Codan in respect of any liability for Taxes and Duties, and shall pay any Taxes and Duties notified to it by Codan immediately upon request. The Purchaser must provide Codan with all necessary tax invoices, receipts and other documentation as required by Codan in accordance with applicable laws, legislation and regulations.

11.3 In the case of GST payable in Australia, if applicable, The Purchaser must pay to Codan an additional amount on account of GST equal to the amounts payable by The Purchaser for the Supply multiplied by the prevailing GST rate. Notwithstanding anything to the contrary in this clause, The Purchaser is not required to pay any additional GST amount until such time as The Purchaser has been provided with a tax invoice by Codan, which is in an approved form for GST purposes.

11.4 The additional amounts due to Codan on account of Taxes and Duties are payable at the same time and in the same manner as the price and any other amounts payable by The Purchaser are required to be paid to Codan under this Agreement.

12. Government Approvals

12.1 Codan agrees, at its cost, to use its reasonable endeavours to obtain all necessary export licences, clearances and other consents and approvals from Government Agencies which are necessary for the sale and supply/export of the Products to The Purchaser. The Purchaser agrees to complete and provide to Codan any documentation required by Codan to obtain any required approvals and consents.

12.2 The parties agree that Codan's obligations under this Agreement are conditional upon Codan being issued all necessary export licences, clearances and other consents and approvals by the relevant Government Agencies. In the event that Codan is unable to secure all necessary licences, clearances, permits, approvals and other necessary consents from appropriate Government Agencies, Codan shall be entitled to immediately terminate this Agreement by written notice, and Codan shall not be required to supply the Products to The Purchaser. In no circumstances shall Codan be liable to The Purchaser or any other person for any loss or damage (including without limitation indirect or consequential loss or loss of profits) arising in connection with Codan's failure to obtain any necessary documentation from Government Agencies required for the sale and supply/export of the Products to The Purchaser, or the termination of this Agreement pursuant to this clause 12.2, and The Purchaser unconditionally frees, releases and discharges Codan and its officers, agents, contractors and employees from any claim or cause of action arising in connection with Codan's failure to obtain any export licence, clearances and other necessary consents and approvals from appropriate Government Agencies.

12.3 The Purchaser is solely responsible, at its sole cost and expense, for ensuring that the Products meet the requirements of any country into which they are imported, and must obtain and maintain any necessary import licences and permits, and all other clearances and consents from Government Agencies required for the acquisition and use of the Products by The Purchaser (including but not limited to customs approvals and clearances). Codan shall supply The Purchaser will any documents reasonably requested by The Purchaser for the purposes of complying with its obligations under this clause 12.3.

12.4 Codan may at any time require that The Purchaser supply it with copies of licences, permits, clearances and approvals issued by Government Agencies and obtained by The Purchaser as required by clause 12.3, and The Purchaser agrees to immediately comply with any such request. If at any time Codan becomes aware that The Purchaser has failed to comply with its obligations under clause 12.3, it may immediately terminate this Agreement by written notice, and all outstanding amounts shall become immediately due and payable by The Purchaser. The Purchaser agrees to indemnify, defend and hold harmless Codan against any and all claims, demands, suits, causes of action, damages and legal fees (on a solicitor-own client basis) or expenses or costs whatsoever arising, directly or indirectly, from any failure by The Purchaser to comply with its obligations under clauses 12.3 or 12.4.

13. Anti-Bribery and Corruption Requirements

13.1 It is a material term of this Agreement that The Purchaser must comply with the following:

(a) The Purchaser must comply fully at all times with all applicable laws and regulations, including but not limited to applicable anti-corruption laws of the territory in which The Purchaser conducts business with Codan.

(b) The Purchaser must not, and covenants that it will not, in connection with the performance of this Agreement, directly or indirectly promise, authorise, ratify, offer to make or make, or take any action, in furtherance of any Payment of Anything of Value to any individual, or to an intermediary for payment to any individual, including a Government Official, for the purpose of influencing or inducing or as a reward for any act, omission or decision to secure an improper advantage or to improperly assist The Purchaser or Codan in obtaining or retaining business.

(c) The Purchaser must not, and covenants that it will not, in connection with the performance of this Agreement, directly or indirectly promise, authorise, ratify or offer to make or make any Facilitating Payment to any individual, or to an intermediary for payment to any individual, including a Government Official.

(d) The Purchaser must not contact, or otherwise meet with any Government Official with respect to any transactions required under this Agreement, without the prior written approval of Codan and, when requested by Codan, only in the presence of a Codan designated representative.

(e) The Purchaser represents that it has not been convicted of or pleaded guilty to a criminal offence, involving fraud or corruption; that it is not now, to the best of its knowledge, the subject of any government investigation for such offences, and that it is not now listed by any government agency as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for government procurement programs.

(f) The Purchaser represents and warrants that except as disclosed in writing:

(i) it does not have any interest which directly or indirectly conflicts with its proper and ethical performance of this Agreement; and

(ii) it will maintain arms length relations with all third parties (including Government Officials) with which it deals for or on behalf of Codan or in the performance of this Agreement.

13.2 The Purchaser agrees that Codan may make full disclosure of information relating to a possible violation of the terms of this clause 13 at any time and for any reason to any competent government bodies and its agencies (including Government Agencies), and to whomsoever Codan determines in good faith has a legitimate need to know.

13.3 Codan will be entitled to terminate this Agreement (without payment of compensation to The Purchaser) immediately on written notice to The Purchaser, if The Purchaser fails to perform its obligations in accordance with the terms of this clause 13. Codan will not be responsible or liable for any loss or damages whatsoever arising from or in connection with this clause 13, whether sustained by The Purchaser or any other party.

14. Insurance

14.1 The Purchaser must take out and maintain at all times, with reputable insurers, valid and enforceable insurance policies in respect of the following:

(a) product and public liability insurance, for an amount not less than $10 million per incident or event;

(b) all necessary statutory workers compensation insurance; and

(c) such other risks that a reasonable, prudent person carrying on the business of The Purchaser would be likely to insure against.

15. Termination

15.1 Codan may terminate this Agreement with immediate effect by written notice to The Purchaser if:

(a) The Purchaser is the subject of an Insolvency Event; or

(b) at the time of termination, a Force Majeure Event has persisted for greater than 40 Business Days.

15.2 The Purchaser may terminate this Agreement with immediate effect by written notice to Codan if Codan breaches any material term of this Agreement, which is capable of remedy, and fails to remedy the breach within 20 Business Days after receiving a notice requiring it to do so.

15.3 Without limiting Codan's other rights under this Agreement, Codan may terminate this Agreement with immediate effect by written notice to The Purchaser if:

(a) The Purchaser breaches any term of this Agreement, which is capable of remedy, and fails to remedy the breach within 20 Business Days after receiving a notice requiring it to do so;

(b) The Purchaser breaches any term of this Agreement and such breach is not capable of remedy; or

(c) The Purchaser repeatedly breaches any term of this Agreement and, within 20 Business Days after receiving a notice requiring it to do so, fails to satisfy Codan that a breach of that term will not recur.

15.4 Termination of this Agreement will not affect any accrued rights or remedies a party may have as at the date of termination, unless explicitly stated otherwise in this Agreement.

16. Dispute Resolution

16.1 A party will not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement (Dispute) unless it has complied with this clause.

16.2 A party claiming that a Dispute has arisen will notify the other party of the Dispute in writing.

16.3 Each party to the Dispute will ensure that during the 30 Calendar Day period after a notice is given under clause 16.2 (or a longer period agreed between the parties) the chief executive officers (or equivalents) of the parties will use their best reasonable endeavours to resolve the dispute in good faith.

16.4 If after fourteen (14) days the parties are unable to resolve the Dispute under clause 16.3, the parties will attempt to settle the dispute by mediation conducted in accordance with the Commercial Mediation Guidelines of the ACDC.

16.5 The parties shall attempt to agree on the appointment of a mediator for the purposes of mediation of the Dispute pursuant to clause 16.4, and if the parties cannot agree on the identity of a mediator within seven (7) Calendar Days, the mediator will be appointed by ACDC within seven (7) Calendar Days thereafter. Mediation will be held within seven (7) Calendar Days of the appointment of the mediator.

16.6 Each party will bear its own costs of resolving a Dispute under this clause 16, and will bear equally the costs of any mediator required to be engaged.

16.7 If mediation does not proceed within the timetable set out in clauses 16.4 and 16.5, or is not successful in resolving the Dispute, the parties will be entitled to terminate the Dispute resolution process by giving notice in writing to all other parties and commence arbitration or court proceedings in respect of the Dispute. Nothing in this clause 16 prevents a party from seeking urgent interlocutory relief.

16.8 Nothing in this clause 16 prevents or limits The Purchaser from exercising its rights and requiring remedies from Codan in respect of a breach of a Non-Excludable Condition (subject always to clause 8 above).

17. Miscellaneous

17.1 Interpretation - In these Standard Terms and Conditions of Supply:

(a) the singular includes the plural and vice versa;

(b) the word person includes a firm, a body corporate, an unincorporated association, body or organisation established pursuant to international treaty, intergovernmental body, or government authority and other official authority;

(c) a reference to a document or legislation includes a reference to that document or legislation as varied, amended, novated or replaced from time to time;

(d) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and permitted assigns; and

(e) headings are inserted for convenience and do not affect the interpretation of these Standard Terms and Conditions of Supply.

17.2 Survival - The provisions of clauses 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 16 and 17 of these Standard Terms and Conditions of Supply survive the expiry or termination of this Agreement.

17.3 Force Majeure - If a Force Majeure Event precludes Codan from partially or wholly complying with its obligations under this Agreement then:

(a) as soon as reasonably practicable after that Force Majeure Event arises, Codan must notify The Purchaser of the Force Majeure Event, and Codan’s obligation to perform in accordance with this Agreement will be suspended for the duration of the actual delay arising directly out of the Force Majeure Event or 40 Business Days, whichever is shorter, provided that Codan does everything reasonably possible to mitigate the effects of the Force Majeure Event.

(b) If a Force Majeure Event persists for greater than 40 Business Days, Codan shall be entitled to terminate this Agreement in accordance with clause 15.1(b).

17.4 Governing Law - This Agreement will be governed by and construed in accordance with the laws applicable in South Australia. The parties submit to the exclusive jurisdiction of the courts of South Australia in respect of matters arising out of or in connection with this Agreement (including Disputes). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (adopted at Vienna, Austria on 10 April 1980) (including as incorporated into South Australian law by the Sale of Goods (Vienna Convention) Act 1986 (SA)) will not apply to this Agreement.

17.5 No Assignment – The Purchaser must not assign or otherwise deal with its rights and obligations under this Agreement without the prior written approval of Codan, to be provided by Codan in its reasonable discretion.

17.6 Further Action - Each party must (a) do all acts necessary or desirable to give full effect to this Agreement, and (b) refrain from doing anything which might prevent full effect being given to this Agreement.

17.7 Variation - A variation or modification of this Agreement must be in writing and signed by an authorised representative of each party.

17.8 Severability - If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question will not be affected.

17.9 No Waiver - No waiver by a party of any breach of this Agreement by another party shall be considered as a waiver of any subsequent breach of the same or any other provisions.

17.10 Entire Agreement - This Agreement constitutes the entire agreement between the parties about its subject matter (without limiting clause 8.2 in any way) and subject to the remainder of this clause, supersedes all previous representations, understandings and agreements in connection with that subject matter. This Agreement overrides any terms for the sale and supply of Products tendered to Codan by The Purchaser, irrespective of whether such terms are tendered before or subsequent to the date of the Order. However, the parties agree that the Existing Arrangements continue in full force and effect, and that nothing in this document supersedes, alters or otherwise affects the Existing Arrangements. In the event of an inconsistency between the obligations of the Parties under this Agreement and any Existing Arrangements, the Existing Arrangements prevail to the extent necessary.

17.11 Relationship - The relationship between the parties is and will remain that of independent contractors, and nothing in this document constitutes the parties as partners or joint venturers or constitutes any party as the agent of another party or gives rise to any other form of fiduciary relationship between the parties.

17.12 Notices – Notices by a party must be delivered by (i) prepaid post (ii) facsimile or (iii) hand, and sent to the address of the receiving party specified in the Order. Notices shall be deemed to have been received by hand upon delivery, by post within two (2) Business Days of sending and by facsimile upon receipt of a successful transmission report.

Annexure A - International Product Warranty provided by Codan

1. In this document:

(a) ACL means the Australian Consumer Law as set out in Schedule 2 of the Australian Competition and Consumer Act 2010 (Cth);

(b) Codan means Codan Limited A.C.N. 007 590 605 of Technology Park, 2 Second Avenue, Mawson Lakes, South Australia, 5095, Australia (Ph: +61 (8) 8305 0311);

(c) Codan Products means products manufactured by or on behalf of Codan, including all Land Mobile Radio products manufactured in Canada;

(d) Material means a material or component used by Codan in the manufacture of Codan Products;

(e) Warranty Period means a period of three (3) years from the date of shipment of Codan Products to the purchaser; and

(f) Workmanship means the handling, assembly and manufacturing processes performed by Codan in order to manufacture Codan Products.

2. Codan warrants that for the duration of the Warranty Period, all Codan Products will be free of faults arising from defects in design, Workmanship or Materials, on the terms and conditions set out in this document.

3. Should any fault due to bad design, Workmanship or Materials be proven in Codan Products acquired by the purchaser at any time within the prescribed Warranty Period, Codan will, subject to the terms of this document as set out below, remedy such fault free of charge provided the Codan Products are returned to Codan or to a service centre authorised by Codan.

4. All Codan Products returned for warranty repair must be sent to Technology Park, 2 Second Avenue, Mawson Lakes, South Australia, 5095, Australia if returned to Codan, and if returned to a service centre authorised by Codan must be sent to the address for the service centre as listed on Codan's website. The purchaser is responsible for all freight, insurance, taxes, duties and any costs of returning the Codan Products to Codan or a service centre authorised by Codan for warranty repairs. Codan is only responsible for the freight costs of returning the repaired Codan Products to the purchaser.

5. All Codan Products returned for warranty repair must have a valid Return Material Authorisation (RMA) number issued by Codan or a Codan authorised service centre prior to return by the purchaser. This RMA number must be clearly indicated and marked on all documentation and packaging by the purchaser when returning the Codan Products in accordance with item 4 of this document.

6. This express warranty shall not extend to damage of Codan Products during transit or transportation, or any abuse, accident or improper installation, connection, adjustment, repair or use of goods otherwise than in accordance with instructions issued by Codan. This express warranty does not apply to any Codan Products in respect of which the serial number has been altered, defaced or removed.

7. This express warranty is incorporated into, and forms part of, Codan's Standard Terms and Conditions of Supply. Accordingly, it is subject to the terms of Codan's Standard Terms and Conditions of Supply, including but not limited to clauses 8.2 - 8.7.

8. Subject to the matters set out in this express warranty, and to the full extent permitted by law, no liability (whether expressed or implied) of any nature whatsoever, is accepted by Codan for any consequential loss, damage or injury arising as a result of any fault in the Codan Products.

9. This express warranty does not extend to goods supplied by Codan, which are not designed or manufactured by or on behalf of it. Some goods supplied but not manufactured by or on behalf of Codan, or Materials manufactured by third parties which are used in Codan Products, benefit from specific warranties provided by their manufacturers. Codan will make reasonable endeavours to ensure that the purchaser receives the full benefit of any warranty given by the manufacturer in respect of goods supplied but not manufactured by or on behalf of Codan, and Materials manufactured by third parties which are used by or on behalf of Codan in Codan Products. To the extent permitted by law, such action will be the sole remedy available to the purchaser in respect of any faulty or defective goods or Materials not manufactured by or on behalf of Codan.

10. This express warranty is valid for Codan Products purchased from Codan anywhere in the world. Warranty service will be provided in accordance with this express warranty in any country of the world where there is a service centre authorised by Codan.

11. The benefits conferred by this express warranty are in addition to all other non-excludable rights and remedies which the purchaser may have under the ACL and any similar laws in Australia or elsewhere.

12. To the extent permitted by law, Codan’s liability for any non-excludable term, condition, guarantee or warranty applicable under the ACL or its equivalents is limited to (at Codan’s option):

(a) In the case of goods – repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies to the purchaser; or

(b) In the case of services – supplying the services again or paying the cost of having the services supplied again.

13. Codan provides the following advice to all purchasers who are consumers as defined by the ACL and to whom the ACL applies, as required by the ACL:

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Annexure B - Special Conditions Orbcomm Application Provider Agreement

1. Where the Purchaser has purchased the Codan Convoy, the Purchaser must comply with the terms and conditions outlined in the standard terms and conditions on the basis of the Codan Convoy being a “Product” as per its definition. In addition to compliance with these terms and conditions, the Purchaser acknowledges and agrees with the following (in respect of the Codan Convoy):

a. Codan is obligated to comply with the terms of the Orbcomm Agreement;

b. the Orbcomm Agreement is an independent agreement Codan has with Orbcomm in respect of the services and equipment required for the Codan Convoy;

c. it is required to ensure that it does everything reasonably possible to ensure that Codan complies with the terms of the Orbcomm Agreement; and

d. it must also comply with the terms of the Orbcomm Agreement as if it were the “Application Provider” under the Orbcomm Agreement.

2. In the event that Orbcomm terminates or ceases providing any service(s) or equipment under the Orbcomm Agreement to Codan, the Purchaser acknowledges that Codan may terminate or cease providing the relevant equipment or service(s) to the Purchaser under these terms and conditions in respect of the Codan Convoy and that Codan is not liable in any way for any loss or damage suffered by the Purchaser in respect of such termination or cessation.

MASTER WIRELESS APPLICATION PROVIDER AGREEMENT

This Master Wireless Application Provider Agreement ("Agreement" or “MWAPA”) is entered into on 07 December 2016, by and between the ORBCOMM Networks, LLC and each of its Affiliate or Affiliates identified in Carrier Exhibits and/or Equipment Exhibits attached hereto or added hereto by later amendment (“ORBCOMM”), with its principal place of business located at 395 W. Passaic Street, Suite 325, Rochelle Park, New Jersey 07662, and CODAN Limited, a corporation established under the laws of Australia (the "Application Provider"), with its principal place of business located at 2 Second Avenue. Mawson Lakes, South Australia 5095.

(i) W I T N E S S E T H:

(ii) WHEREAS, ORBCOMM sells machine-to-machine data communications over terrestrial and satellite wireless communications systems through various system operators (each a “Carrier” and collectively the “ORBCOMM Network”), as well as certain modems and telematics devices for data collection and/or; and communication over various Carrier networks (“Equipment”); and

(iii) WHEREAS, Application Provider desires to market and sell access to and use of the ORBCOMM Network in the Territory solely with respect to the Service Application(s) (as defined herein below), and only through the Selected Carrier(s) (as defined below), in accordance with the terms of this Agreement (for avoidance of doubt, including the applicable Carrier Exhibit(s)); and

(iv) WHEREAS, if one or more Equipment Exhibit(s) is/are incorporated into this document by attachment or later amendment, then Application Provider desires to purchase, and ORBCOMM desires to sell, the identified Equipment on the terms and conditions of this Agreement (for avoidance of doubt, including the applicable Equipment Exhibit(s);

(v) NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

1. "Administrative Charges" means the standard charges and fees of ORBCOMM for performing administrative changes with respect to particular Subscriber Communicators as set forth on the applicable Pricing Rate Schedule(s).

2. "Affiliate" means, with respect to any Person (i) any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

3. "Agent" means a Person (other than a Application Provider or an Affiliate of Application Provider) that is authorized pursuant to Section 16 hereof to market and sell Service on Application Provider’s behalf.

4. "Billing Cycle" means that period selected by ORBCOMM for billing charges incurred by Application Provider and due to ORBCOMM; provided that ORBCOMM may from time to time change such period upon notice to Application Provider.

5. "Billing Cycle Amount" means, with respect to any Billing Cycle, the sum of all charges incurred for such Billing Cycle (or, to the extent not previously billed, any prior Billing Cycle), including Usage Charges (prorated for the number of days during such Billing Cycle each Subscriber Communicator is provisioned), Provisioning Charges, Administrative Charges and Miscellaneous Charges, for all Subscriber Communicators in each case, calculated using the prices set forth in the Pricing Rate Schedule.

6. “Carrier” means any operator of a satellite or terrestrial wireless communications network that is a part of the ORBCOMM Network. Carriers may or may not be Affiliates of ORBCOMM.

7. “Carrier Exhibit” means a document attached to this Agreement and hereby incorporated by reference or added hereto by future amendment that describes the Service Application(s) utilizing a particular Carrier’s network that Application Provider is authorized to offer and resell or otherwise provide to its End User customers and incorporating by reference the Special Terms and Conditions applicable to services of the particular Selected Carrier.

8. "Control" (including the correlative meanings of the terms "Controlling", "Controlled by° and "under common Control with"), as used with respect to any Person, means the possession, directly or Indirectly, of the power in fact or in law to direct or cause the direction of management policies of such Person, whether through ownership of voting securities, by contract or otherwise.

9. "Effective Date" means the date of this Agreement as set forth in the Preamble.

10. “End User” means a person or entity purchasing ORBCOMM Services from Application Provider for use with its own Subscriber Communicators by its employees, contractors, agents and customers, and/or its own affiliates and their employees, contractors, and agents and customers, but not for resale.

11. “Equipment” means modems, telematics units, electronic modules and other hardware manufactured by or for ORBCOMM or which an ORBCOMM Affiliate is an authorized reseller, Software Components, and Peripheral Devices.

12. “Equipment Exhibit” means a document attached to this Agreement and hereby incorporated by reference or added hereto by future amendment that describes the Equipment of a particular Equipment Provider that Application Provider is authorized to purchase and resell or otherwise provide to its End User customers and incorporating by reference the Special Terms and Conditions applicable to services of the particular Selected Equipment Provider.

13. “Equipment Provider” means an ORBCOMM Affiliate that provides Equipment and with respect to which an Equipment Exhibit is included in this Agreement by attachment or future amendment.

14. "Event of Default" has the meaning set forth in Section 17.

15. "Facilities" means the telecommunications switching equipment, cell site transceiver equipment and other equipment maintained, expanded, modified or replaced by the applicable Carrier as the context requires.

16. "FCC" means the United States Federal Communications Commission or any successor agency thereto.

17. "First-Line Support" means customer support that is provided using a facility that is staffed by trained personnel who are equipped, among other things, to receive telephone, facsimile and e-mail inquiries from Subscribers and to dispose of such inquiries promptly by (i) resolving such inquiries and/or (ii) opening trouble tickets, which may involve elevating such inquiries to higher levels of support as necessary, monitoring the resolution process and informing the Subscriber of the status of the relevant trouble ticket and of the ultimate resolution of the trouble ticket. First-Line Support also includes the ability to monitor and track the types of inquiries received and the status of such inquiries.

18. "Governmental Authority" means any federal, state, local or other governmental agency or authority of the United States or any other country.

19. "Intellectual Property" means any and all now known or hereafter known tangible and intangible rights throughout the universe, including but not limited to: (a) copyrights, copyrightable works and mask-works, (b) Internet domain names, trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) including but not limited to logos, "rental" rights and right to remuneration, whether arising by operation of law, contract license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any and all of the foregoing), as the foregoing terms are understood under United States law.

20. "Minimum Billing Cycle Amount" means the sum of the Minimum Billing Cycle Amounts, if any, set forth in all of the Carrier Exhibits and Pricing Rate Schedules.

21. "Miscellaneous Charges" means such miscellaneous charges of ORBCOMM as may be in effect from time to time.

22. “Number” means the ten (10) digit telephone number assigned to an End User to identify End User’s Subscriber Communicator and provide access to a Carrier’s Services

23. “ORBCOMM” means ORBCOMM Networks, LLC and any of its Affiliates that have executed this Agreement or a Carrier Exhibit or Equipment Exhibit in connection herewith.

24. "ORBCOMM Graphic Identity Manual" means the ORBCOMM Graphic Identity Manual, available, upon written request to ORBCOMM, as such ORBCOMM Graphic Identity Manual may be modified from time to time by ORBCOMM.

25. "ORBCOMM Network" means the terrestrial wireless communications network(s) operated by the Selected Carrier(s) available for resale by Application Provider through ORBCOMM or any successors and assigns thereof.

26. "Permits" means any franchise, license, license exemption, consent, approval, authorization, registration, equipment type approval, or import approval; the issuance of which is required by a Governmental Authority with jurisdiction in any country in the Territory, to facilitate the provision of ORBCOMM Services by Application Provider in accordance with this Agreement; and includes all required FCC or other Governmental Authority registrations and/or approvals with respect to any Equipment sold hereunder.

27. “Peripheral Devices” means any Equipment furnished by ORBCOMM to Customer hereunder that was not manufactured by or for ORBCOMM and carrying the ORBCOMM brand, such as temperature probes, door sensors, fuel sensors, antennas, cargo sensors, cabling, and conduits.

28. "Person" means an individual or a corporation, partnership, association, trust or any other entity or organization.

29. "Pricing Rate Schedule" means a schedule of prices applicable with respect to Application Provider’s Service Applications utilizing a particular Carrier’s network that is associated with a Carrier Exhibit and/or a schedule of Equipment prices applicable to Application Provider’s purchases of Equipment that is associated with an Equipment Exhibit. All such Pricing Rate Schedules are incorporated by reference herein subject to revision as provided in the applicable Special Terms and Conditions.

30. "Provisioning Charge" means the charge for the activation of a particular Subscriber Communicator for use in connection with the ORBCOMM Network in the Territory, or outside the Territory if Roaming Approved, as set forth on the applicable Pricing Rate Schedule for the Carrier with whom the Subscriber Communicator is provisioned.

31. "Roaming" means the temporary use of a Subscriber Communicator outside of the applicable Carrier’s service area with the prior approval of the applicable Carrier.

32. "Roaming Approved" means an Application which has been approved by ORBCOMM and the applicable Carrier to incorporate roaming.

33. “Selected Carrier” means a Carrier whose services Application Provider is authorized to resell by virtue of being approved by the Carrier and ORBCOMM and executing the appropriate Carrier Exhibit, and Pricing Rate Schedules.

34. “Selected Equipment Provider” means an Equipment Provider whose Equipment Application Provider is authorized to resell or otherwise provide to its End Users by virtue of being approved by ORBCOMM and executing the appropriate Equipment Exhibit and Pricing Rate Schedule.

35. “Service” means the use of the ORBCOMM Network as described in the Carrier Exhibits.

36. “Service Application(s)” means all of Application Provider’s and Application Provider’s End User customers’’ permitted uses of the Service as set forth in the respective Carrier Exhibit and approved by the Carrier and ORBCOMM.

37. “SIM” means a subscriber identity module for cellular communications service, or comparable device as designated by the applicable Carrier for installation on Subscriber Communicators that use such Carrier’s network.

38. “Software Components” means software and firmware programs embedded in hardware or otherwise furnished under this Agreement and a Related Order, but does not include any ORBCOMM website or functionality thereof.

39. “Special Terms and Conditions” means terms and conditions set out in documents by that title as posted from time to time under the “terms of use” at the bottom of the page http://www.orbcomm.com/terms and referenced in a Carrier Exhibit or Equipment Exhibit attached hereto or added hereto by future amendment. Applicable Special Terms and Conditions are hereby incorporated by reference, including any future amendments posted as provided below, but apply only to Application Provider’s authority and activities under this Agreement with respect to the Carrier or Equipment Provider identified in each such document. Special Terms and Conditions may be changed at any time without advance notice other than posting of the amendment in the location referred to above, and shall be effective as to Application Provider fourteen (14) days after such posting.

40. "Subscriber" means a customer purchasing access to and use of the ORBCOMM Network from Application Provider or an Agent of Application Provider.

41. "Subscriber Communicator" means the equipment used by Application Provider or its Agents or Subscribers to access the ORBCOMM Network, incorporating a terrestrial wireless communication device that has been Type Approved by or on behalf of the applicable Carrier for use on such Carrier’s network, in which a Carrier SIM has been installed, and to which a Number has been assigned.

42. "Subscriber Information" means any information regarding a Subscriber or Subscriber Communicator provided to ORBCOMM by Application Provider, Application Provider's Agents or Application Provider's employees during the term of this Agreement.

43. "Territory" means, with respect to each Selected Carrier and Selected Equipment Provider, the geographic or other market territory set forth in the applicable Carrier Exhibit or Equipment Exhibit.

44. "Type Approved" means the approval for use with the ORBCOMM Network granted by or on behalf of the applicable Carrier to each model or type of wireless device based on the applicable Carrier’s determination that such model or type of modem meets the requirements set forth in the applicable specifications and successfully meets the testing requirements of such Carrier.

45. "Usage Charges" means the per unit charges incurred by a particular Subscriber Communicator as set forth on the Pricing Rate Schedule.

2. PARTIES TO AND DOCUMENTS COMPRISING THIS AGREEMENT

1. ORBCOMM and Application Provider are the only parties to this Agreement, and the parties do not intend to create rights in any third parties under this Agreement. This document and the applicable Carrier Exhibit(s) or Equipment Exhibit(s) between Application Provider and a particular ORBCOMM Affiliate shall be deemed to be a separate contract and nothing in this Agreement shall be deemed to create joint and several liability among ORBCOMM Affiliates or to render any ORBCOMM Affiliate not a party to a particular Carrier Exhibit or Equipment Exhibit liable for any matters arising thereunder. Each party is solely responsible for its obligations under this Agreement. No Carrier that is not an Affiliate of ORBCOMM is a party to this Agreement, and Application Provider acknowledges and agrees that it has no contractual rights whatsoever with respect to any such Carrier and no such Carrier has any contractual obligation to Application Provider by virtue of this Agreement.

2. This Agreement shall consist of the terms and conditions in this document; any applicable Special Terms and Conditions as to matters relating to their respective Selected Carriers and/or Selected Equipment Providers; the Carrier Exhibit(s) and Equipment Exhibit(s) and associated Pricing Schedule(s) as to matters relating to their respective Selected Carriers and/or Selected Equipment Providers, as well as any applicable taxes, tariffs or other regulations of Governmental Authority. In the event of an inconsistency between a term or condition contained in any component documents comprising this Agreement with any other (but only to the extent of inconsistency), the order of precedence, from the most to the least controlling shall be:

1. Applicable taxes, applicable filed and effective tariff(s), and other applicable governmental regulations from and after their respective effective dates;

2. Any amendments or modifications to this Agreement to the extent properly executed by authorized representatives of all parties or to the extent noticed to Application Provider with expiration of the time to exercise an option to terminate as provided in Section 20(d)(ii), below;

3. Carrier Exhibits and Equipment Exhibits and associated Pricing Rate Schedules as to matters relating to their respective Carriers and/or Equipment Providers.

4. Applicable Special Terms and Conditions, each set only with respect to matters relating to the associated Carrier or Equipment Provider;

5. Terms contained in this document;

3. PURCHASE OF SERVICE AND SIMS; NON-EXCLUSIVE LICENSE

1. Purchase and Sale. ORBCOMM hereby agrees to sell to Application Provider, and Application Provider hereby agrees to buy from ORBCOMM, Service and SIMs pursuant to the terms of this Agreement in connection with the use of the ORBCOMM Network solely within the Territory and solely with respect to the Service Application(s). SIMs are specific to the Carrier and cannot be interchanged. Some Carriers (ordinarily those operating satellite networks) do not require SIMs. The offer, provisioning and delivery of Service are subject at all times to the receipt by ORBCOMM and, to the extent applicable, Application Provider, of all Permits from Governmental Authorities having jurisdiction over the Service or any Carrier or ORBCOMM.

2. Non-Exclusive License to Resell. ORBCOMM hereby grants to Application Provider a non-exclusive license to resell or otherwise provide the Service and SIMs in accordance with the terms of this Agreement solely within the Territory and solely with respect to the Service Application(s). Any purported resale by Application Provider to a prospective Subscriber who is not an End User, a Subscriber outside of the Territory, to any Subscriber other than with respect to the Service Application(s) or other than pursuant to the terms and conditions of this Agreement, shall be null and void.

3. Non-Exclusive License to Promote. ORBCOMM hereby grants to Application Provider a non-exclusive license to promote, solicit and market access to and use of the ORBCOMM Network solely within the Territory and solely with respect to the Application. For avoidance of doubt, Application Provider acknowledges and agrees that Application Provider is a non-exclusive purchaser and Application Provider of the Service, that ORBCOMM and the Carriers will have other Application Providers, agents, and other representatives that sell the Service and ORBCOMM may directly compete with Application Provider, and that Application Provider may resell the service of other wireless communications network operators.

4. Sublicense. Subject to Section 16, and unless prohibited by applicable Special Terms and Conditions, Application Provider may sublicense Agents to promote, solicit and market access to and use of the ORBCOMM Network on Application Provider’s behalf, provided that a Subscriber shall, in any event, purchase and receive services directly from Application Provider and not from any Agent.

4. SALE AND RESALE OF EQUIPMENT

(a) Purchase and Sale. If and to the extent that this Agreement includes an Equipment Exhibit, ORBCOMM hereby agrees to sell to Application Provider, and Application Provider hereby agrees to buy from ORBCOMM, Equipment identified on the Equipment Exhibit(s) at the prices associated Pricing Rate Schedule(s) and subject to the applicable Special Terms and Conditions. The offer and sale of Equipment is at all times to the receipt by ORBCOMM and, to the extent applicable, Application Provider, of all Permits from Governmental Authorities having jurisdiction over the Equipment in the country or countries in which it is to be deployed by Application Provider.

1. Non-Exclusive License to Resell. ORBCOMM hereby grants to Application Provider a non-exclusive license to resell or otherwise provide the Equipment purchased hereunder to its Subscribers in the applicable Territory. Application Provider shall not resell or otherwise provide any Equipment to a prospective Subscriber who is not an End User, for use outside the applicable Territory, or for use other than with respect to a Service Application of Application Provider.

(b) Sublicense. Subject to Section 16, and unless prohibited by applicable Special Terms and Conditions, Application Provider may sublicense Agents to promote, solicit and market Equipment on Application Provider’s behalf, provided that a Subscriber shall, in any event, purchase and receive Equipment directly from Application Provider and not from any Agent.

5. TERM OF AGREEMENT

(vi) The term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years unless sooner terminated as provided in this Agreement (hereinafter the "Initial Term"). In the absence of earlier termination, upon expiration of the Initial Term, this Agreement shall automatically renew for a period of one (1) year unless either party gives notice of intention not to renew at ninety (90) days prior to expiration of the then-current term, and so from term to term until expiration after such a notice of intention not to renew or termination as otherwise provided in this Agreement (each, a “Renewal Term”). The Initial Term and all Renewal Terms may be referred to herein as the “Term.” Each Carrier Exhibit, Equipment Exhibit and/or Special Terms and Conditions may have its own term and renewal provisions, but all Carrier Exhibits, Equipment Exhibits and Special Terms and Conditions shall automatically expire when the MWAPA expires or is terminated, subject to applicable survival provisions.

6. RESPONSIBILITIES OF APPLICATION PROVIDER

1. Promotion. Application Provider shall promote, solicit and market access to and use of the ORBCOMM Network within the Territory and with respect to the Application. Application Provider shall use all reasonable efforts to secure and retain Subscribers for the Service Application(s) in the Territory. Application Provider shall not promote, solicit or market access to and use of the ORBCOMM Network or otherwise take any action or participate in any activity that is reasonably likely to result in the promotion, solicitation or marketing of access to and use of the ORBCOMM Network outside of the Territory. Application Provider shall not promote, solicit or market access to the ORBCOMM Network in connection with any application other than the Service Application(s).

2. Sales Forecast. Application Provider shall, no later than fifteen (15) days prior to the commencement of each calendar quarter, provide ORBCOMM with a written sales forecast, in such form as ORBCOMM may reasonably prescribe (the "Sales Forecast"), setting forth in reasonable detail the information requested. Application Provider shall prepare the Sales Forecast on the basis of Application Provider's good faith estimate of projected sales and on the basis of reasonable, good faith assumptions.

3. Provisioning. In addition to any actions required in the applicable Special Terms and Conditions, Application Provider shall promptly notify ORBCOMM, in the manner prescribed by ORBCOMM from time to time, of each Subscriber addition, Subscriber Communicator Number change, Subscriber suspension or deletion from the ORBCOMM Network or other change in the Service requested by Subscriber. Application Provider shall be responsible for all charges incurred from the date of any Subscriber addition through the date Application Provider properly notifies ORBCOMM of such Subscriber’s suspension, deletion or account transfer, Subscriber Communicator Number change or other Service change. In the event Application Provider does not properly notify ORBCOMM, in the manner prescribed by ORBCOMM, of a Subscriber suspension, deletion or account transfer, Subscriber Communicator Number change or other Service change, Application Provider shall be responsible for all charges incurred by that Subscriber through and including the business day following the business day Application Provider properly notifies ORBCOMM of that Subscriber’s suspension, deletion or account transfer, Subscriber Communicator Number change or other service change.

4. Payments. Application Provider shall be solely responsible for (i) billings to and collections from its Subscribers and (ii) all amounts due to ORBCOMM under Section 10 in accordance with invoices rendered by ORBCOMM with respect to any Subscriber Communicator under Application Provider’s account regardless of whether or not Application Provider bills and/or collects from its Subscribers in the manner prescribed by ORBCOMM from time to time.

5. Compliance. Application Provider represents, warrants, and covenants that (a) it shall comply in all material respects with all applicable local, state and federal laws and any governmental rule, regulation or ordinance including, but not limited to, all FCC regulations and rules, and (b) all functionality provided by Application Provider does and will comply in all respects with the Communications Assistance for Law Enforcement Act ("CALEA"). Application Provider represents and warrants that it has and will maintain all Permits necessary lawfully to resell or otherwise provide its Application, services of the ORBCOMM Network, and, if applicable, Equipment, in each country where Application Provider provides or deploys such services and/or Equipment.

6. Standards. Application Provider shall, and shall procure that its Agents shall, employ the highest standards of business conduct in the performance of its business and its obligations hereunder. Application Provider shall, and shall procure that its Agents shall, not do anything that could reasonably be expected to discredit, dishonor, reflect adversely on or injure the reputation of ORBCOMM, any Carrier, the Service, or the ORBCOMM Network or any Carrier network.

7. Support and Training. Application Provider shall provide adequate support and training to its Subscribers with respect to the access to and use of the ORBCOMM Network and the applicable Carrier network(s) in connection with the Service Application(s).

(h) Subscriber Contracts. Application Provider shall enter into a contract (which may include a purchase order or other similar binding agreement) with each of its Subscribers, which contract shall provide, in addition to such other terms and conditions as may be required in the Special Terms and Conditions for the applicable Carrier and the Application Provider may require (provided such Application Provider terms and conditions do not conflict with any of the terms required by this Section or the applicable Special Terms and Conditions), for the following provisions and the definitions from this agreement of capitalized terms therein:

1. Subscriber shall not have and shall not acquire any proprietary interest in the Number or any other numbers or codes associated with or allocated to a Subscriber Communicator.

2. NONE OF ORBCOMM OR ANY AFFILIATE OF ORBCOMM HAS MADE, OR SHALL BE DEEMED TO HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE ORBCOMM NETWORK, ANY CARRIER NETWORK THE SERVICE, OR ANY EQUIPMENT PURCHASED IN CONNECTION THEREWITH. EACH OF ORBCOMM AND ITS AFFILIATES EXPRESSLY DISCLAIMS WITH RESPECT TO SUBSCRIBER AND SUBSCRIBER EXPRESSLY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES OF ORBCOMM AND ITS AFFILIATES ARISING BY LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY WARRANTY AGAINST CLAIMS OF PATENT INFRINGEMENT OR THE LIKE; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (D) ANY WARRANTIES AS TO THE ACCURACY, AVAILABILITY OR CONTENT OF THE ORBCOMM NETWORK, ANY CARRIER NETWORK, THE SERVICE OR ANY OTHER SERVICES PROVIDED BY ORBCOMM OR ITS AFFILIATES USING THE ORBCOMM NETWORK; AND (E) ANY WARRANTY UNDER ANY THEORY OF LAW, 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, THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY ORBCOMM OR ITS AFFILIATES.

3. Subscriber acknowledges and understands that it shall bear all responsibility, risk and cost associated with developing and maintaining its business, and neither ORBCOMM nor its Affiliates shall be liable to Subscriber for any costs or damages caused by any failure or impaired performance of the ORBCOMM Network, any Carrier Network or any component of any of them.

4. Subscriber acknowledges that ORBCOMM shall supply the Service on a good faith efforts basis and that service failures and interruptions may occur and are difficult to assess as to cause or resulting damages. The parties agree that none of ORBCOMM, the applicable Carrier, nor any Affiliate of either shall be liable to Subscriber for any losses or damages of any kind whatsoever arising out of any failure of performance, 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 ORBCOMM Network or the Service, whether for breach of contract, tortious behavior, negligence or under any other cause of action.

5. IN NO EVENT SHALL ORBCOMM OR ITS AFFILIATES HAVE ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY TO SUBSCRIBER UNDER THIS AGREEMENT FOR LOSS OF USE, REVENUE OR PROFIT OR ANY OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. In addition, in no event shall any liability of ORBCOMM or its Affiliates exceed the amount of One Thousand U.S. Dollars (US$1,000.00).

6. Use of the ORBCOMM Network or the Service is authorized by Governmental Authorities only in certain countries, and is permissible only when all Permits have been received from the applicable Governmental Authorities. In addition, use of a Subscriber Communicator is only permissible if it has been specifically approved for use in that country or territory. For information on those countries or territories in which use of the ORBCOMM Network is authorized and whether a Subscriber Communicator has been approved for use in another country or territory, please contact your [NAME OF APPLICATION PROVIDER] representative.

(i) First-Line Support. Application Provider shall provide, at its own cost and expense, First-Line Support to Subscribers. Application Provider shall diligently investigate, with the assistance of ORBCOMM, if such assistance is reasonably requested by Application Provider, any complaint from any Subscriber relating to the provision of ORBCOMM Services to such Subscriber, and shall provide ORBCOMM with a summary report describing those complaints deemed significant by Application Provider, which report shall describe the reasons for such complaint.

(j) Inventory. Application Provider shall maintain a sufficient inventory of Subscriber Communicators in good working order for purposes of replacing defective or malfunctioning units, spares and new account sales. Application Provider shall work directly with the providers of the Subscriber Communicators to ensure that Subscriber Communicators in need of repair shall be promptly exchanged or repaired.

(k) Tax. Application Provider shall, and shall be responsible for ensuring that its Agents shall, provide ORBCOMM with a valid resale tax certificate, and accordingly, ORBCOMM is not required to collect from Application Provider or its Agents any sales, use, excise or other similar tax on the Service provided by ORBCOMM to Application Provider. All other applicable transfer taxes and filing, recording, registration, stamp, VAT, documentary and other similar taxes and fees that are payable in connection with this Agreement will be borne by and be the obligation of Application Provider and its Agents.

(l) Records and Audit. Application Provider shall maintain, at its principal place of business, complete, comprehensive and accurate records of Application Provider's business conducted pursuant to this Agreement. Records will include, but are not limited to, documents relating to sales of SIMs and Activation of Application Provider's resale Service to End Users. Both ORBCOMM and the underlying Carrier(s), or their respective agents, shall have the right to visit Provider's Affiliates' premises and facilities to inspect documents, records, and practices related to billing, End User customer service and Equipment at reasonable times and upon reasonable notice.

7. RESPONSIBILITIES OF ORBCOMM

1. Access. Subject to the provisions of this Agreement and the operational policies established by ORBCOMM and the applicable Carrier(s) in their sole discretion from time to time, ORBCOMM shall provide access to and use of the ORBCOMM Network to the Subscribers pursuant to the terms and conditions of this Agreement.

2. Equipment. To the extent an Equipment Exhibit is part of this Agreement and Equipment is ordered by Application Provider hereunder, ORBCOMM will furnish such Equipment to Application Provider, subject always to the applicable Special Terms and Conditions.

3. Invoices. Following the end of a Billing Cycle, ORBCOMM shall provide an invoice to Application Provider setting forth the Billing Cycle Amount and any charges for Equipment purchased charged to Application Provider for such Billing Cycle to the extent then known to ORBCOMM. Late charge are possible in the event data is not timely received from the applicable Carrier or Carriers or in the event of taxes or other governmental fees assessed against ORBCOMM after the applicable Billing Cycle but payable by Application Provider under this Agreement.

4. Licenses and Permits. ORBCOMM shall use all commercially reasonable efforts to maintain, or to cause its Affiliates to maintain, as the case may be, all Permits required by the FCC or any other applicable Governmental Authority for ORBCOMM to provide the Service, through the applicable Carriers, and the Equipment, through the applicable Equipment Providers, in the Territory.

5. Changes. Except where applicable Special Terms and Conditions require Application Provider to work directly with the Carrier to effect Subscriber changes, upon receipt of the notice referred to in Section 6(c), ORBCOMM shall effect such Subscriber addition, Communicator Number change, Subscriber deletion or suspension, or other change in service from the ORBCOMM Network within three business days or as soon thereafter as practicable.

SECTION 2 - Testing

(a) Fitness for Use. Notwithstanding anything else in this Agreement, Application Provider shall not promote, solicit and/or market access to and use of the ORBCOMM Network with respect to any Service Application until such Service Application has been tested by and at the sole expense of Application Provider and such testing demonstrates the Service Application's fitness for commercial use to the reasonable satisfaction of ORBCOMM, and, if required under the applicable Special Terms and Conditions, the Carrier. The test or tests to be utilized pursuant to this subsection shall be jointly developed by Application Provider and ORBCOMM and shall be satisfactory to ORBCOMM in its sole discretion to determine the fitness for commercial use of the Application with the ORBCOMM Network.

6. Subsequent Failure. In the event that a Service Application, which has been tested and approved pursuant to subsection (a) of this Section, subsequently fails to meet the reasonable standards for fitness for commercial use as determined by ORBCOMM from time to time, ORBCOMM may suspend Service to Application Provider, Subscribers, other Persons or Subscriber Communicators that utilize such Service Application until such time as Application Provider can demonstrate to ORBCOMM, at Application Provider's sole expense, that such Application is once again fit for commercial use to the reasonable satisfaction of ORBCOMM.

7. No Liability. In the event ORBCOMM suspends Service to Application Provider, Subscribers, other Persons or Subscriber Communicators that utilize such Service Application pursuant to subsections (a) or (b) of this Section, ORBCOMM shall not incur any liability to Application Provider, Application Provider's Agents or Subscribers. Application Provider shall indemnify and hold harmless ORBCOMM from any such liability for such suspension of service to Application Provider, Subscribers, other Persons or Subscriber Communicators that utilize such Service Application.

SECTION 3 - Restrictions on Access and Use

(a) Abuse and Fraudulent Use. Access to the ORBCOMM Network is furnished subject to the condition that there be no abuse or fraudulent use of the ORBCOMM Network by Application Provider, its Agents, the Subscribers or any other Person. Application Provider shall not abuse or fraudulently use the ORBCOMM Network and shall take any and all steps necessary to control and prevent abuse or fraudulent use of the ORBCOMM Network by its Agents, Subscribers and any other Person. Abuse or fraudulent use of the ORBCOMM Network includes, but is not limited to: (i) providing or attempting to provide, or assisting or permitting another Person to (A) access, alter or interfere with the communications and/or information of a Subscriber by rearranging, tampering or making an unauthorized connection with any Facilities of ORBCOMM or (B) use of any scheme, false representation or false credit device, with the intent to avoid payment, in whole or in part, for ORBCOMM Services; (ii) Using the ORBCOMM Network in such a manner so as to interfere unreasonably with the use of the ORBCOMM Network by other users; (iii) Using the ORBCOMM Network to convey information that is deemed, in ORBCOMM’s sole judgment, to be obscene, salacious or prurient, or to convey information of an unlawful nature or in an unlawful manner; or (iv) using the ORBCOMM Network in a manner that violates the policies relating to fraudulent or abusive use of the underlying Carrier.

8. Knowledge. Application Provider shall promptly advise ORBCOMM in the event Application Provider has knowledge or reason to believe that any Agent, Subscriber or any other Person is abusing or fraudulently using the ORBCOMM Network in violation of subsection (a) of this Section. In the event ORBCOMM is advised or reasonably believes that Application Provider, any Agent, Subscriber or other Person, is abusing or fraudulently using the ORBCOMM Network as described or referred to in this Section, ORBCOMM shall have the right to immediately terminate such Application Provider’s, Agent’s, Subscriber’s or other Person's access to the ORBCOMM Network for any or all of such Application Provider’s, Agent’s, Subscriber’s or other Person's Subscriber Communicators, and ORBCOMM shall have no liability for such termination of access to the ORBCOMM Network.

9. Electromagnetic Interference. The parties understand and acknowledge that from time to time one or more Application Providers, subscribers, other Persons or subscriber communicators may cause electromagnetic interference, either intentionally or unintentionally, with (i) the operation of the ORBCOMM Network in such a way as to impair the quality of service provided by ORBCOMM to its other Application Providers and subscribers or (ii) the operation of another system or application approved by the FCC or other Governmental Authority. Accordingly, the parties agree that: (i) ORBCOMM may, upon discovery or upon reasonable suspicion of any such interference or abuse by a Application Provider, subscriber, other Person or subscriber communicator, discontinue Service to the Application Provider, subscriber, other Person or subscriber communicator that is causing the interference or abuses; and, (ii) Application Provider shall promptly advise ORBCOMM in the event Application Provider has knowledge or reason to believe that any Agent, Subscriber, other person or any subscriber communicator is interfering with the operation of the ORBCOMM Network or any other system or application approved by the FCC or any other Governmental Authority.

10. Cure. In the event that a Subscriber Communicator interferes with or impairs the performance of the ORBCOMM Network or any of any other application approved by the FCC or any other Governmental Authority, whether intentional or unintentional, Application Provider shall immediately take any and all actions necessary and advisable to cure such interference or impairment (including, if necessary repair, replacement or deactivation of the applicable Subscriber Communicator).

11. Compliance. Application Provider shall, and shall procure that its Agents shall, comply with all applicable laws, rules and regulations of any applicable Governmental Authority in the performance of its obligations hereunder and in the use of the ORBCOMM Network or any Subscriber Communicator. Application Provider shall take any and all necessary action to prevent violations of all such applicable laws, rules and regulations by its Subscribers, Agents and employees in connection with the use of the ORBCOMM Network or any Subscriber Communicators, whether intentional or unintentional. In the event such a violation occurs, Application Provider shall immediately take any and all actions necessary or advisable upon consultation with ORBCOMM to cure such violation promptly. Application Provider shall promptly advise ORBCOMM in the event Application Provider has knowledge or reason to believe that any Agent or Subscriber is in non-compliance with any applicable law, rule or regulation. ORBCOMM may upon discovery, or reasonable suspicion of, any such violation discontinue ORBCOMM Services to such Agent or Subscriber.

12. Unusually High Usage. Should Application Provider detect or be advised by ORBCOMM of an instance of unusually high Subscriber Communicator usage or transmissions, Application Provider shall promptly investigate any such instance of unusually high Subscriber Communicator usage or transmissions and shall promptly report such findings to ORBCOMM for evaluation; provided, that ORBCOMM shall have the right to deactivate any such Subscriber Communicator.

13. Type Approved Wireless Devices.

1. Application Provider shall be responsible for ensuring that only Type Approved wireless devices are incorporated into Subscriber Communicators sold or otherwise distributed by it and that all Subscriber Communicators used by its Subscribers in connection with the ORBCOMM Network, and each Subscriber’s use thereof, at all times meets the regulatory requirements of the FCC and any other applicable Governmental Authorities. Upon the written request of Application Provider, ORBCOMM shall provide Application Provider from time to time with a list of Type Approved modems.

2. In the event any Subscriber Communicator manufacturer notifies Application Provider that a Subscriber Communicator does not meet the regulatory requirements of the FCC or any other applicable Governmental Authority, Application Provider shall promptly notify ORBCOMM of such non-conforming Subscriber Communicators. In the event Application Provider so notifies ORBCOMM, or ORBCOMM otherwise becomes aware that any Subscriber Communicator does not meet the regulatory requirements of the FCC or any other applicable Governmental Authority, ORBCOMM shall have the right to terminate immediately without notice such Subscriber Communicators’ access to and use of the ORBCOMM Network.

3. During the term of this Agreement, Application Provider shall maintain in full force and effect all Permits that are required in connection with the performance of its obligations hereunder, provided, however, that Application Provider, its Agents or Affiliates, shall not apply for any Permit or contact any Governmental Authority regarding any Permit, without first obtaining written authorization to do so from ORBCOMM. Upon the written request from ORBCOMM, Application Provider shall provide ORBCOMM reasonable evidence of the validity or effectiveness of any Permit held by or on behalf of Application Provider in connection with this Agreement.

14. Roaming. Application Provider shall not submit for activation any Subscriber Communicator for use outside of the Territory except in connection with Service Applications that are Roaming Approved.

15. Restrictions on Access. Application Provider shall notify its Agents and Subscribers regarding the foregoing restrictions on access as set forth in this Section.

8. FEES AND PAYMENT TERMS

1. Fees. Application Provider shall pay to ORBCOMM (or its designee) the greater of the Billing Cycle Amount or the Minimum Billing Cycle Amount for any Billing Cycle as provided in this Section. In addition, Application Provider shall pay to ORBCOMM the charges for Equipment shipped pursuant to Application Provider order and applicable taxes and other governmental fees, as provided in the applicable Equipment Exhibit, Pricing Rate Schedule, and Special Terms and Conditions.

2. Time for Payment. Fees are payable immediately upon receipt of invoice and past due on the thirty-first calendar day after the date of invoice.

3. Application of Amounts Received. Amounts received by ORBCOMM shall be applied by ORBCOMM to amounts due and owing by Application Provider to ORBCOMM in the following order of priority: (i) to all expenses (including reasonable attorney's fees) incurred by ORBCOMM in the collection of amounts due ORBCOMM; (ii) to all late fees due and owing pursuant to paragraph (f) below; (iii) to all past due Billing Cycle Amounts and; (iv) to the Billing Cycle Amount for the Billing Cycle most recently ending.

4. Currency. Except as may otherwise be provided in Special Terms and Conditions with respect to a particular Carrier, the currency of this Agreement shall be United States Dollars and all amounts to be paid by Application Provider pursuant to this Section shall be paid in such currency.

5. Method of Payment. All amounts to be paid by Application Provider pursuant to this Section shall be paid by check or wire transfer of immediately available funds or by credit card in accordance with ORBCOMM’s written instructions as set forth in the invoice.

6. Late Fees. All amounts to be paid by Application Provider pursuant to this Section must be received by the due date to be considered paid on time. ORBCOMM reserves the right to apply a late payment fee on any past-due balances in the amount equal to the lesser of: (i) one and one-half percent (1½%) per month of such amount beginning on the date the payment was due, and (ii) the maximum rate allowed under applicable law.

7. Taxes. The charges or fees set forth in the Pricing Rate Schedule exclude all present and future taxes, duties, required contributions or fees of any nature, including, but not limited to federal, state, national, provincial, local or other sales or use taxes, fees, excises, property or gross receipts taxes or fees, value-added taxes, telecommunication taxes, license or access fees, or other taxes or duties that may now or hereafter be levied on the services provided or on the charges or fees invoiced to Application Provider under this Agreement (collectively, "Taxes"). Any such Taxes, however denominated, that may now or hereafter be levied on the services provided or payments made under this Agreement, excluding taxes based on ORBCOMM’s net income, shall be paid by Application Provider and the relevant amount payable by Application Provider shall be increased by such amount as is necessary to make the actual amount received by ORBCOMM after such withholding equal to the amount that would have been received had no withholding been required and Application Provider shall make such withholding and pay the amount withheld to the relevant taxation authority. Application Provider is responsible for (i) the payment of Taxes, whether they are concurrently invoiced by ORBCOMM with the original invoiced amount or subsequently invoiced by ORBCOMM, (ii) determining the applicability to Application Provider of the tax laws of the jurisdiction where delivery occurs, and (iii) the collection and payment of all required Taxes from its Subscribers.

8. Disputed Invoices. Invoiced amounts shall be conclusively due from Application Provider unless Application Provider disputes them in writing within six (6) months (or such shorter period as may be provided in Special Terms and Conditions with respect to a particular Carrier) of receipt, stating the basis for dispute. If Application Provider disputes any invoiced amount, Application Provider shall nevertheless pay any undisputed amount of such invoice in a timely manner. If ORBCOMM receives a timely written notice of dispute as to an invoice, amounts in dispute shall not incur Late Fees until and unless determined to be correct, and the process of determination shall be as follows:

1. ORBCOMM shall investigate the basis for dispute stated in the notice of dispute received from Application Provider, and, to the extent the dispute involves information received from the Carrier, raise the matter with the Carrier, and Application Provider shall cooperate reasonably with ORBCOMM and the Carrier in determining the underlying facts;

2. If ORBCOMM and, if applicable, the Carrier, agree that any portion of the disputed amount is erroneous, ORBCOMM shall issue a corrected invoice;

3. If and to the extent that ORBCOMM determines that the disputed amount represents an amount truly due from Application Provider, ORBCOMM shall advise Application Provider of that determination and the basis for it in writing and such amount shall be due and payable with thirty (30) days of such notice;

4. If ORBCOMM’s determination that the disputed amount is truly due from Application Provider is based on a determination made by the Carrier, then the decision of the Carrier is conclusive on Application Provider;

5. If clause (iv) does not apply and Application Provider still disputes a charge that ORBCOMM has determined to be correct, the parties shall confer together in an effort to resolve the dispute amicably. If they are unable to resolve the dispute amicably within a reasonable time, then Section 19 shall apply.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

1. Application Provider's Representations and Warranties. Application Provider represents and warrants to ORBCOMM that (i) Application Provider is duly organized or formed, validly existing and in good standing under the laws of the state of its organization or formation, as the case may be, and in each jurisdiction in which the nature of its business requires it to be so, (ii) the execution, delivery and performance of this Agreement by Application Provider have been duly authorized by all necessary action (corporate or otherwise) on the part of Application Provider, (iii) this Agreement has been duly executed and delivered by Application Provider and constitutes a legally valid and binding obligation of Application Provider, enforceable against Application Provider in accordance with its terms, (iv) Application Provider has all Permits necessary for Application Provider to enter into and perform its obligations under this Agreement, and (v) Application Provider shall not violate any copyright, trade secret, trademark, patent, invention, proprietary information, privacy, non-disclosure or any other statutory or common law rights of any third party in the performance of its obligations under this Agreement.

2. ORBCOMM's Representations and Warranties. ORBCOMM represents and warrants to Application Provider that (i) ORBCOMM is duly organized or formed, validly existing and in good standing under the laws of the state of its organization or formation, as the case may be, and in each jurisdiction in which the nature of its business requires it to be so, (ii) the execution, delivery and performance of this Agreement by ORBCOMM have been duly authorized by all necessary action (corporate or otherwise) on the part of ORBCOMM, (iii) this Agreement has been duly executed and delivered by ORBCOMM and constitutes a legally valid and binding obligation of ORBCOMM, enforceable against ORBCOMM in accordance with its terms, and (iv) ORBCOMM or its Affiliates have all Permits necessary for ORBCOMM to enter into this Agreement and perform its obligations in accordance with the terms hereof.

3. Indemnification. Application Provider and ORBCOMM agree to indemnify and hold harmless the other and its Affiliates, and their respective stockholders, members, officers, directors, employees, agents and representatives against all claims, demands, losses, costs or liabilities (including reasonable attorneys’ fees and costs) arising from or in connection with their respective breach of any representations, warranties, covenants or agreements contained herein.

10. Disclaimer of Warranties and Limitation of Liability

(vii) (a) Disclaimer of Warranties.

(viii) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF ORBCOMM OR ANY OF ITS AFFILIATES HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE ORBCOMM SYSTEM OR THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORBCOMM AND ITS AFFILIATES EXPRESSLY DISCLAIM WITH RESPECT TO APPLICATION PROVIDER AND ITS AGENTS AND SUBSCRIBERS, AND APPLICATION PROVIDER (ON ITS OWN BEHALF AND ON BEHALF OF ITS AGENTS AND SUBSCRIBERS) HEREBY EXPRESSLY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES OF ORBCOMM 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 AGAINST CLAIMS OF PATENT INFRINGEMENT OR THE LIKE; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (D) ANY WARRANTIES AS TO THE ACCURACY, AVAILABILITY OR CONTENT OF THE ORBCOMM SYSTEM OR THE SERVICE; AND (E) 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, THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY ORBCOMM.

(ix) (b) Limitation of Liability.

(x) (i) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER 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 A PARTY OF ANY ASPECT OF THIS AGREEMENT 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, Application Provider acknowledges and agrees that it shall have no right of recovery for the satisfaction of any cause whatsoever, arising out of or relating to this Agreement, against (a) any Affiliate of ORBCOMM, (b) any Carrier or other supplier of services or equipment used in the provision of the Service in any circumstances in which ORBCOMM or its Affiliates would be obligated to indemnify the supplier, or (c) any officer, director, employee, agent, partner or shareholder of ORBCOMM or its Affiliates.

(xi) (ii) Application Provider acknowledges that interruptions of Service may occur from time to time as the result of, among other things: (A) placing Subscriber Communicators in locations out of range of, or in positions that preclude a Subscriber Communicator’s visibility to, Carrier transponders (e.g., in a tunnel); (B) unavailability of Carrier or roaming service in the area where a Subscriber Communicator is located, and (C) topographical and other conditions. Application Provider acknowledges that service interruptions are difficult to assess as to cause or resulting damages. The parties agree that ORBCOMM and its Affiliates shall not be liable to Application Provider, its Agents or Subscribers 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 ORBCOMM Network or any component thereof, whether for breach of contract, warranty, negligence or under any other cause of action.

(xii) (iii) None of ORBCOMM or any of its Affiliates shall be liable for any act or omission of Application Provider, any of its Agents or any other person or entity furnishing equipment, products or services to Application Provider or its Agents or Subscribers, nor shall ORBCOMM or its Affiliates be liable for any damages or losses of any kind whatsoever due to any act or omission of Application Provider or its Agents or Subscribers or the failure of such equipment, products or services.

(xiii) (iv) The aggregate liability of ORBCOMM and its Affiliates for any claim arising out of, in connection with or relating to this Agreement shall be limited to direct damages proven in an amount not to exceed Ten Thousand U.S. Dollars (US$10,000).

(xiv) (v) The parties have accepted the limitations of liability set forth herein as part of the exchange of consideration under this Agreement and Application Provider expressly acknowledges that the prices for the ORBCOMM Services would be higher if ORBCOMM were requested to bear additional liability for damages.

11. Marks and Associated Rights

(a) Right to Use. Both parties acknowledge and agree that "ORBCOMM" and all related marks, logos and designs are service marks, trademarks and a trade name of ORBCOMM or its Affiliates (collectively, the "ORBCOMM Marks"). ORBCOMM hereby grants to Application Provider rights to use such ORBCOMM Marks in the Territory solely in connection with the activities authorized under this Agreement and in furtherance of the purposes of this Agreement, with the right to sublicense such rights to its Agents; provided, that such rights to use the ORBCOMM Marks shall terminate immediately and without further action upon the termination or expiration of this Agreement. Application Provider shall, and shall cause its Agents who are sublicensed under this Agreement to, use the ORBCOMM Marks in all of their printed and electronic media material that refer to ORBCOMM, the ORBCOMM Network, ORBCOMM Services or the Application, either directly or indirectly, in strict conformity to all ORBCOMM's requirements for use of the ORBCOMM Marks, including registry and trademark symbols set forth in the ORBCOMM Graphic Identity Manual, and shall be subject to ORBCOMM's review from time to time at ORBCOMM's request. ORBCOMM shall have the right to reject any use of the ORBCOMM Marks as non-compliant with the ORBCOMM Graphic Identity Manual in its sole discretion. ORBCOMM shall have the right to modify the ORBCOMM Graphic Identity Manual from time to time after giving Application Provider not less than five business days prior written notice of such modification; provided, that for a period of six months from the receipt of such notice, Application Provider shall be entitled to continue to use all existing marketing materials that previously complied with the ORBCOMM Graphic Identity Manual. Application Provider shall be responsible for ensuring that its Agents to whom it sublicenses the ORBCOMM Marks comply in all respects with the terms of use of the ORBCOMM Marks as set forth herein, and Application Provider hereby agrees to indemnify, defend and hold harmless ORBCOMM from and against any loss, expense or settlement arising from its Agents' failure to abide by such terms.

1. Cooperation. Application Provider shall, and shall cause its Agents to, cooperate with ORBCOMM, at ORBCOMM’s expense, in providing support and any information that reasonably may be required in defense of the ORBCOMM Marks as a result of the use thereof by Application Provider or its Agent(s) pursuant to this Agreement.

2. Revocation. ORBCOMM reserves the right to revoke the license to use the ORBCOMM Marks, if, in its sole discretion, it determines that Application Provider or its Agents have improperly used any such material.

3. Prohibited Acts. Application Provider agrees, and shall cause its Agents, not to (i) knowingly engage in any activities or commit any acts, directly or indirectly, that may contest, dispute or otherwise impair ORBCOMM’s right, title and interest in the ORBCOMM Marks, (ii) sublicense use of the ORBCOMM Marks to any other Person, except to an Affiliate or Agent, without the express written consent of ORBCOMM; (iii) attempt to register any of the ORBCOMM Marks or any other trademarks confusingly similar thereto; or (iv) use any trademarks confusingly similar to the ORBCOMM Marks. This provision shall survive termination of this Agreement.

4. Approvals. Application Provider shall be required to obtain for itself and its Agents to whom it has granted sublicenses under the ORBCOMM Marks, the prior written consent of ORBCOMM for (i) any advertising, packaging, promotional, instructional and billing materials that contain references to ORBCOMM, or (ii) any use of the word "ORBCOMM" for a logo, trademark, service mark or trade name; provided that if such materials or use, as the case may be, comply with the provisions of ORBCOMM’s Graphic Identity Manual with respect thereto, the prior written consent of ORBCOMM shall not be required. Further, unless rejected within ten (10) days of receipt thereof by ORBCOMM, such materials or use shall be deemed approved by ORBCOMM.

12. Proprietary Information, Non-Disclosure

(a) Proprietary Information. For purposes of this Agreement, “Proprietary Information” means information of any kind in written, documentary or other tangible form disclosed by ORBCOMM or Application Provider to the other and marked by the disclosing party with a legend, stamp, label or other marking indicating its proprietary or confidential nature, or, if not in tangible form, is clearly identified as confidential at the time of the disclosure, including, but not limited to, (i) information of a business, planning, marketing or technical nature, (ii) models, tools, hardware and software, and (iii) any documents, reports, memoranda, notes, files or analyses prepared by or on behalf of the receiving party that contain, summarize or are based upon any of the foregoing. The parties hereby agree that Subscriber Information and any Proprietary Information (as defined in the Mutual Non-Disclosure Agreement signed by the parties) is Proprietary Information for purposes of this Agreement. Proprietary Information shall not include information that (i) is publicly available prior to the date of this Agreement, (ii) becomes publicly available after the date of this Agreement through no wrongful act of the receiving party, (iii) is furnished to others by the disclosing party without similar restrictions on their right to use or disclose, (iv) is rightfully known by the receiving party without any proprietary restrictions at the time of receipt of such information from the disclosing party or becomes rightfully known to the receiving party without proprietary restrictions from a source other than the disclosing party or (v) is independently developed by the receiving party by persons who did not have access, directly or indirectly, to the Proprietary Information.

1. Non-Disclosure. Except as provided for herein, from the Effective Date of this Agreement until three (3) years following the date on which Application Provider ceases to be a Application Provider of ORBCOMM Services, the receiving party shall protect all of the disclosing party's Proprietary Information as confidential and proprietary information and, except with the prior written consent of the disclosing party or as otherwise specifically provided herein, shall not disclose, copy or distribute such Proprietary Information to any other individual, corporation or entity. It shall not be deemed a breach of this Agreement if the receiving party produces the Proprietary Information under order of a court of competent jurisdiction or a valid administrative, arbitral or congressional subpoena, provided that the receiving party promptly notifies the disclosing party of such event so that the disclosing party may seek an appropriate protective order.

2. Representatives. The receiving party shall not disclose all or any part of the disclosing party's Proprietary Information to any Affiliates, Agents, officers, directors, employees or representatives (collectively, “Representatives”) of the receiving party except on a need-to-know basis. The receiving party agrees to inform any of its Representatives who receive the disclosing party's Proprietary Information of the confidential and proprietary nature thereof and of such Representative's obligations with respect to the maintenance of such Proprietary Information in conformance with the terms of this Agreement.

3. Degree of Care. The receiving party shall use the same degree of care to protect the confidentiality of the Proprietary Information disclosed to it as it uses to protect its own Proprietary Information, but in all events shall use at least a reasonable degree of care. Each party represents that such degree of care provides adequate protection for its own proprietary information. The receiving party shall immediately advise the disclosing party in writing of any misappropriation or misuse by any person of the disclosing party's Proprietary Information of which the receiving party is aware.

4. Return of Proprietary Information. All Proprietary Information that is furnished by or on behalf of the disclosing party, including, without limitation, any copies of such materials, shall be promptly returned by the receiving party to the disclosing party upon written request by the disclosing party for any reason. Any documents or materials prepared by or on behalf of the receiving party (including, without limitation, reports, memoranda, notes, files or analyses, whether in written or electronic form) which contain Proprietary Information, including all copies, shall promptly be destroyed by the receiving party upon written request by the disclosing party for any reason. Such destruction shall be certified by an officer of the receiving party. Nothing in this Section shall require a party to destroy or modify information system back-up media kept in the ordinary course of business; however, any Proprietary Information contained in such media shall remain subject to the restrictions of this Section for so long as kept by the receiving party, subsection (b) notwithstanding.

5. No License or Warranties. Except as set forth in this Agreement, no license to the receiving party under any trade secrets or patents is granted or implied by conveying Proprietary Information or other information to such party, and none of the information transmitted or exchanged shall constitute any representation, warranty, assurance, guaranty or inducement with respect to the infringement of patents or other rights of others. In addition, the disclosure of Proprietary Information by the disclosing party shall not constitute or include any representation or warranty as to the accuracy or completeness of such information.

13. U.S. GOVERNMENT SUBSCRIBERS

1. In the case of U.S. government Subscribers, Application Provider acknowledges and agrees that the Services shall be rendered on a commercial basis consistent with Part 12 of the Federal Acquisition Regulation ("FAR"), as amended, and that Application Provider shall, and shall procure that its Agents shall, offer the ORBCOMM Services as "Commercial Items" as set forth in FAR Part 12. ORBCOMM accepts, to the extent permitted by law, only the provisions set out in the document entitled “Accepted U.S. Government Regulations” under the “terms of use” at the bottom of the page http://www.orbcomm.com/terms with respect to any order issued under any U.S. Government contract. This document may be revised at any time without advance notice other than posting of the revised document in the location referred to above.

14. APPROVAL OF AGENTS

1. Conditions. Except as may be prohibited by applicable Special Terms and Conditions, Application Provider may appoint a Person as an Agent without the prior written approval of ORBCOMM; provided, that such appointment is in writing and states that such Person agrees to comply with the following:

1. such Person shall agree in writing that it shall be bound by, and shall perform its obligations in accordance with, the terms and conditions of this Agreement and shall conduct its business in such a manner as to not cause a violation of any of the provisions of this Agreement or any of the policies which ORBCOMM may establish from time to time concerning Agents or the marketing of ORBCOMM Services;

2. such Person shall make to and agree with ORBCOMM in writing representations, warranties and covenants of a substantially similar nature as the representations, warranties and covenants of Application Provider set forth in Section 11(a); and

3. such Person shall agree in writing to indemnify and hold harmless ORBCOMM and its Affiliates and their respective stockholders, members, officers, directors, employees, agents and representatives against all claims, demands or liabilities (including reasonable attorney's fees and out-of-pocket expenses) arising from or in connection with (A) such Person's breach of its representations, warranties, covenants or agreements made to ORBCOMM or Application Provider or (B) such Person's actions or omissions as an Agent of Application Provider;

(xv) and provided further, that such agreements in writing shall contain enforceable provisions making ORBCOMM a third party beneficiary thereof, to the extent ORBCOMM is not a direct party thereto.

2. Termination. Application Provider shall terminate any Agent, promptly upon the request of ORBCOMM or the applicable Carrier, if such Agent fails to observe or perform any of its covenants and agreements as an Agent, including those covenants and agreements set forth in subsection (a) of this Section.

15. DEFAULT

(xvi) The following events shall constitute events of default ("Events of Default") under this Agreement:

(xvii) (a) Application Provider fails to pay any amount to ORBCOMM when due as set forth in Section 10; or

(xviii) (b) Application Provider, any of its Agents or any of its Subscribers shall fail to observe, perform or comply with any of the covenants or agreements contained in Section 6 of this document or any provision of this document or applicable Special Terms and Conditions relating to equipment requirements, regulatory matters, restrictions on use, unlawful or fraudulent acts, or any other provision that would or could adversely impact the operation of the ORBCOMM Network or the Service of any customer of ORBCOMM or its Application Providers or agents; or

(xix) (c) Application Provider or any of its Agents shall fail to observe, perform or comply with any of its covenants or agreements contained in this Agreement or any of its attachments (other than as specified in subsections(a) or (b) of this Section) and such failure remains uncured for a period of thirty (30) days after receipt by the breaching party of written notice of such failure; or

(xx) (d) any representation, covenant or warranty made by or on behalf of Application Provider (or any Agent) contained in this Agreement or in any other agreement in connection therewith shall prove to be incorrect, false or misleading on the date as of which they were made or deemed to have been made.

(xxi) (e) Default as to any one Carrier Exhibit or Equipment Exhibit may, at ORBCOMM’s sole option, be deemed default under all.

16. TERMINATION

1. Right to Terminate. Upon the occurrence of an Event of Default, ORBCOMM shall have the right to terminate this Agreement (or, at ORBCOMM’s sole option, the affected Carrier Exhibit or Equipment Exhibit only) by giving notice of termination to Application Provider. The parties agree that the definitions set forth in Section 1, Application Provider’s obligation to pay any and all amounts due and owing by Application Provider and all other obligations accruing under this Agreement prior to the expiration or termination of this Agreement, as well and the covenants and obligations of the parties with respect to taxes and other obligations to Governmental Authorities, Proprietary Information and data protection, representations and warranties and disclaimers of warranties, indemnification, disclaimers and limitations of liability, trade or service marks or other intellectual property, dispute resolution, and the miscellaneous matters addressed in Section 20, below, all shall survive the expiration or termination of this Agreement.

2. Automatic Termination. Each Carrier Exhibit and associated Schedules and Special Terms and Conditions relating to a Carrier that is not an Affiliate of ORBCOMM shall automatically terminate upon termination of the underlying agreement between ORBCOMM and the Carrier and may terminate sooner as provided therein. This Agreement shall automatically terminate upon the earlier of (i) the expiration of the Term without renewal by written agreement of ORBCOMM and Application Provider; or (ii) the termination of the last effective Carrier Exhibit and, if applicable, Equipment Exhibit under the applicable Special Terms and Conditions.

3. No Liability. In the event ORBCOMM terminates this Agreement pursuant to an Event of Default, ORBCOMM may terminate or temporarily discontinue furnishing service to Application Provider without incurring any liability to Application Provider or its Agents or Subscribers. Application Provider shall indemnify and hold harmless ORBCOMM from any such liability for such termination or temporary discontinuation of service to Application Provider’s Subscribers.

4. Without Prejudice. Termination of this Agreement by ORBCOMM shall be without prejudice to any other rights or remedies ORBCOMM shall have at law or equity.

5. Responsibility for Obligation to Subscribers. After termination of this Agreement, Application Provider shall remain solely responsible for all obligations to its Subscribers.

6. Cancellation of Order. Upon the giving or receiving of any notice of termination, ORBCOMM shall be entitled to, without liability, cancel any previously accepted orders for SIMs or to provide Services to new Subscribers that have not yet been delivered or activated, as the case may be.

7. Return of Equipment and Documents. Upon termination, Application Provider shall promptly return to ORBCOMM (i) any ORBCOMM equipment, other than equipment that has been paid for in full by Application Provider, and (ii) originals and any copies of the ORBCOMM Graphic Identity Manual, any marketing collateral or any technical or other manuals or documents, whether in written, electronic, magnetic, or other form or media, or provide ORBCOMM with written certification of their destruction.

17. DISPUTE RESOLUTION

1. Arbitration. (i) Except as provided for in Section 20(d)(ii) and 20(l), any controversy or claim arising out of, in connection with or relating to this Agreement including without limitation any disputes as to the formation or subject matter hereof, shall be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Dispute Resolution Procedures and Optional Appellate Rules (the "Rules"). Such arbitration shall take place in New York City before a single arbitrator selected pursuant to such Rules. The arbitrators’ award shall include an allocation of arbitration fees, expenses and compensation, and may include an award to the prevailing party of its attorney’s fees, costs and expenses in connection with the arbitration. Any appeal shall take place in New York City as provided in the Optional Appellate Rules.

(ii) 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.

2. Exclusivity. The rights of the parties under this Section, Section 20(d)(ii) and Section 20(l) shall be the exclusive dispute resolution mechanisms with respect to any claim or controversy under this Agreement.

18. MISCELLANEOUS

1. No Joint and Several Liability. Each Carrier Exhibit and each Equipment Exhibit constitutes a separate contract with the ORBCOMM affiliate identified thereon incorporating the terms and conditions of this MWAPA. Nothing in this Agreement or any Carrier Exhibit or Equipment Exhibit shall be construed to make any ORBCOMM affiliate liable, under a theory of joint and several liability or otherwise, for any claim arising out of or relating to a Carrier Exhibit or Equipment Exhibit to which that ORBCOMM affiliate is not a named party.

2. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon receipt if delivered personally or by facsimile (answer back received), one business day after being sent by express mail or courier, or three business days after being sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or such other address for a party as shall be specified by like notice, provided that such notice shall be effective only upon receipt thereof):

ORBCOMM:

ORBCOMM Networks, LLC

395 W. Passaic St., Ste. 325

Rochelle Park, NJ 07662

Telephone: +1 (703) 433-6400

Facsimile: +1 (703) 433-6400

Attention: CFO and General Counsel

APPLICATION PROVIDER:

CODAN Limited

2 Second Avenue

Mawson Lakes

South Australia 5095

Telephone: +61 (0)8 8305 0442

Facsimile:

Attention: Jack Sudarev

3. Binding Effect; Assignment. This Agreement shall be binding upon the parties and their permitted successors and assigns. Neither this Agreement nor any interests or obligations of Application Provider, including, but not limited to, Application Provider’s Subscriber accounts, shall be assigned or transferred (by operation of law or otherwise) to any Person without the prior written consent of ORBCOMM. ORBCOMM may, without the consent of Application Provider, assign or delegate any of its interest or obligations hereunder.

4. Entire Agreement; Amendment.

1. This Agreement and all attachments (which are hereby made part of this Agreement) contain the entire understanding between Application Provider and ORBCOMM and supersede all prior written and oral understandings relating to the subject matter hereof (including any prior non-disclosure or confidentiality agreement signed by the parties). No representations, warranties, indemnities, agreements or understandings not contained herein shall be valid or effective unless agreed to in writing and signed by both parties.

2. THE TERMS AND CONDITIONS ON WHICH SERVICE IS OFFERRED OR PROVIDED MAY BE MODIFIED BY ORBCOMM AT ANY TIME AS PERMITTED OR REQUIRED BY LAW. FOR OTHER THAN CARRIER TARIFFS GOVERNED BY NOTICE REQUIREMENTS IMPOSED BY GOVERNMENTAL AUTHORITY ORBCOMM SHALL PROVIDE APPLICATION PROVIDER WITH AT LEAST FOURTEEN (14) DAYS PRIOR NOTICE OF ANY CHANGES THAT WOULD MATERIALLY AND ADVERSELY AFFECT APPLICATION PROVIDER SO THAT APPLICATION PROVIDER MAY ELECT TO DISCONTINUE SERVICE AND AVOID THE EFFECTS OF THE CHANGES. ORBCOMM NOTICE MAY BE FURNISHED BY ANY METHOD OF NOTICE AUTHORIZED IN THIS AGREEMENT, WHICH INCLUDES POSTING ON ORBCOMM’S WEBSITE WITHOUT OTHER NOTICE. APPLICATION PROVIDER SHALL BE BOUND BY CHANGES AFTER THEY BECOME EFFECTIVE UNLESS APPLICATION PROVIDER SOONER ELECTS BY WRITTEN NOTICE TO ORBCOMM TO TERMINATE THIS AGREEMENT OR THE AFFECTED CARRIER EXHIBIT OR EQUIPMENT EXHIBIT.

3. Except as provided in the foregoing subclause (ii), any modification or amendment of this Agreement must be in writing and signed by both parties. Both parties agree and acknowledge that this Agreement shall be governed solely by the terms and conditions contained herein, and the terms and conditions of any purchase order, task order or similar document (collectively, an "Order") shall be without any force and effect and shall not amend, modify, add to, or delete the terms or conditions of this Agreement.

5. Governing Law.The construction, interpretation and performance of this Agreement, as well as the legal relations of the parties arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict or choice of law provisions thereof. Neither party may bring any action for a claim under this Agreement later than one year after the termination of this Agreement; provided that claims under any provision of this Agreement that survives termination of this Agreement may be brought within one year of the later of the occurrence of the event giving rise to the claim and actual knowledge thereof by the party asserting such claim.

1. Solely for the purposes of Section 19(a)(ii) and 20(l) of this Agreement or in the event the parties waive their arbitration rights under Section 19(a), each of the parties by its execution hereof (A) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purpose of any suit, action or other proceeding arising out of, in connection with or related to this Agreement including without limitation any disputes as to the formation or subject matter hereof and (B) hereby waives to the extent not prohibited by law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding, any claim that is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court; provided that with respect to any action or proceeding by ORBCOMM seeking damages for a default under Section 17(a), ORBCOMM may at its option proceed either in one of the above named courts or pursuant to the dispute resolution provisions specified in Section 19. Application Provider hereby consents to service of process in any such proceeding in any manner permitted by the laws of the state of New York and agrees that service of process by international registered mail, return receipt requested, at the address specified in or pursuant to Section 20(b) hereof is reasonably calculated to give actual notice. Application Provider agrees that, at ORBCOMM’s request, it will appoint an agent for service of process within the State of New York.

6. Waiver. It is understood and agreed that no failure or delay by either ORBCOMM or Application Provider in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right, power or privilege hereunder. No waiver of any terms or conditions of this Agreement shall be deemed to be a waiver of any subsequent breach of any term or condition. All waivers must be in writing and signed by both of the parties hereto.

7. Severability. If any part of this Agreement 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 this Agreement had been executed with the invalid or unenforceable portion thereof eliminated.

8. Headings; Section Reference. Headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

9. Costs and Expenses. Except as otherwise specifically provided herein, each party shall bear all costs and expenses incurred in the performance by it of its obligations hereunder.

10. Independent Parties. Each party is an independent contractor. Except as provided in this Agreement, neither party shall have the right, power or authority to act or to create any obligation, express or implied, on behalf of the other party. All sales by Application Provider shall be in its own name and for its own account. No provision of this Agreement shall be construed as vesting in Application Provider any control over or interest in the Facilities or operations of ORBCOMM or the ORBCOMM Network. Application Provider shall not represent itself as a federal or state certified licensee of the ORBCOMM Network. Personnel employed or contracted by a party to this Agreement to perform services for such party are not employees of the other party hereto, and such employing or contracting party assumes full responsibility for their acts, daily direction and control. All such personnel of each party hereto shall be at the sole expense of such party, and such party shall be solely responsible for any and all employment benefits and withholding issues including, but not limited to, worker's compensation, disability benefits, unemployment insurance or withholding income taxes and social security benefits for such personnel.

11. Tariffs. In the event that any Service or the charges made therefor are currently subject, or at any time become subject, to any tariff or other form of rate regulation imposed by a Governmental Authority, then the terms and conditions of this Agreement, including the prices set forth in the Pricing Rate Schedule, shall be deemed amended to conform to any conflicting terms and conditions in effect under such regulation or tariff. All non-conflicting terms and conditions of this Agreement shall remain valid and in full force and effect.

12. Injunctive Relief. Application Provider acknowledges that the ORBCOMM Network and Service provided pursuant to this Agreement are unique and recognizes and affirms that in the event of any breach of this Agreement by it, money damages may not be adequate and the other party may have no adequate remedy pursuant to the dispute resolution provisions specified in Section 19. Accordingly, the dispute resolution provisions specified in Section 19 are not exclusive of ORBCOMM’s right to injunctive relief to the extent permitted by applicable law. For purposes of this Section only, the judicial forums set forth in Section 19 and 20 shall not be the exclusive forums in which ORBCOMM can seek such injunctive relief.

13. Force Majeure. Neither party shall be held responsible for failure or delay in performance or delivery if such failure or delay is the result of an act of God, the public enemy, embargo, governmental act (other than the failure to obtain Permits from a Governmental Authority), fire, accident, war, riot, strikes, inclement weather or other cause of a similar nature that is beyond the control of the parties. In the event of such occurrence, this Agreement shall be amended by mutual agreement to reflect an extension in the period of performance and/or time of delivery. Failure to agree on an equitable extension shall be considered a claim or controversy and resolved in accordance with Section 19.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

CARRIER EXHIBIT A

ORBCOMM Party:

Carrier: VODAFONE

Territory: The Territory shall mean the entire world; provided, however, that the Territory shall be limited to, from time to time during the term of this Agreement, those jurisdictions within the Territory where ORBCOMM, its Affiliates, its licensees and their agents and country representatives have obtained and properly maintained all Permits. A current list of such jurisdictions within the Territory shall be made available by ORBCOMM to Application Provider upon Application Provider’s written request pursuant to the notice provisions herein.

Service Application Description: CODAN Global Messaging Platform is a two-way messaging between internet/mobile communications and the CODAN High Frequency Radio.

Price:
Usage in excess of the Monthly Data Limit will be charged and rounded to the next whole kilobyte of data, at the applicable Out of Bundle Price set out above.
Vodafone reserves the right to update pricing from time to time to take into account changes in market conditions and / or service functionality.
Please, refer to the 'Networks' tab for a full list of available networks. Vodafone reserves the right to update this list from time to time.
All charges stated in this document are ex.VAT and will be billed on a monthly basis.
Monthly Data Limit can be pooled across SIMs within the same bundle tariff on a monthly basis, but surplus data cannot be carried over from one month to the next.
Taxes and fees billed by the Carrier, if any, will be passed to Customer
No pro-rata charging in month of connection. No charge for usage in month of connection - Monthly access fee is charged in month of connection
Minimum connection term of 60 days applies per connection

Special Terms and Conditions Applicable:

a. SPECIAL TERMS AND CONDITIONS – VODAFONE

These Special Terms and Conditions may be incorporated by reference into and form part of a master agreement under which Application Provider is authorized to resell or otherwise furnish Vodafone Services to its Subscribers (the “Master Agreement”). All capitalized terms not otherwise defined herein have the meanings assigned to them in the Master Agreement. These Special Terms and Conditions apply only with respect to Service provided by or through Vodafone Global Enterprise, Ltd. (“Vodafone”) that are resold by Application Provider to its Subscribers under the Master Agreement (“Vodafone Services”). The Vodafone Services are offered to Application Provider by ORBCOMM and Application Provider acknowledges that it has no contractual relationship with Vodafone or any of its subsidiaries or affiliates as a result of entering into or performing under the Master Agreement. The Master Agreement, including without limitation these Special Terms and Conditions, sets forth the legal rights and obligations governing ORBCOMM's offer, provisioning and delivery of Vodafone Services and Reseller’s receipt and resale thereof to its Subscribers. The exact nature, scope and technical requirements of the Vodafone Service are subject to change by Vodafone from time to time.

b. Section 1 - Non-Exclusive Authority

ORBCOMM agrees to provide Application Provider a non-exclusive, non-transferable authority, revocable by termination of these Special Terms and Conditions as provided herein, to obtain Vodafone Service and SIMs from ORBCOMM and to market and sell Vodafone Service and SIMs to Subscribers subject to the terms herein, within the Vodafone Territory, for the purpose of providing Reseller’s approved Service Application(s) listed on the associated Carrier Exhibit via Vodafone’s data network, and subject to the provisions of this Agreement. Application Provider shall only be permitted to resell Vodafone Services to End Users and only as a part of the Service Application for the Subscriber’s internal use or as part of the Subscriber’s own value-add product or service. Application Provider shall not, and shall ensure that its Agents do not, resell one or more elements of the Vodafone Services as a standalone.

c. Section 2 - Territory

Application Provider may operate in any Vodafone market worldwide, except that Application Provider may not provision units primarily based, or to be primarily operated in the United States. Units to be primarily operated in the United States may be provisioned only on a test or experimental basis within Application Provider’s facilities with the prior written consent of ORBCOMM and may be de-provisioned at any time in ORBCOMM’s sole discretion.

d. Section 3 - Technical Requirements and Dynamic Updates to SIMs

a. Vodafone reserves the right to send updates or upgrades to the SIMs any means (such updates may be required for functionality, for intellectual property issues, or to comply with national regulations).

b. Notwithstanding any transfer of title in the SIMs, Application Provider consents to the upgrade by Vodafone of the SIMs from time to time. Where the Application Provider itself transfers title to the SIMs to any third party, then the Application Provider shall use its best commercially reasonable endeavours to obtain such consent from such third party, through licensing agreements or otherwise.

c. Vodafone and ORBCOMM retain the right at all times where necessary to suspend or deactivate (or instruct the Application Provider to suspend or deactivate) (i) a non- upgraded SIM or (ii) a SIM which has been tampered with in any way which could render billing information inaccurate and accepts no liability for any consequences of such suspension. Vodafone or ORBCOMM, as the case may be, will, when possible and reasonable, give Application Provider reasonable notice if a SIM is suspended or deactivated. Application Provider shall ensure that Subscribers shall only use devices that are compatible with Vodafone Systems and that Equipment is used in accordance with any specifications required by Vodafone or ORBCOMM. Application Provider shall ensure that Subscribers use the SIM only in devices that support SIM application toolkit or “SIMAT” functionality and shall ensure that support for SIMAT is enabled on the devices. Where Application Provider or the Customer cannot support SIMAT, Vodafone and ORBCOMM have the right to suspend Connectivity Services to and from the SIM. Application Provider shall not (and shall procure that Customers shall not) reconfigure the preference settings of SIMs.

e. Section 4 - Term and Termination

a) The Term of these Special Terms and Conditions and the associated Carrier Exhibit(s) shall run from the date hereof until the expiration or termination of the Master Agreement as a whole unless sooner terminated as provided herein.

b) Should any action or inaction of Application Provider, a Application Provider agent, or Reseller’s Subscriber breach Reseller’s obligations under the these Special Terms and Conditions, or cause ORBCOMM to be in breach of any of its obligations to Vodafone, ORBCOMM may give notice of the objectionable action or inaction to Application Provider as provided in the Master Agreement. If Application Provider fails to correct the objectionable action or inaction to ORBCOMM’s reasonable satisfaction within thirty (30) days of such notice, ORBCOMM may, immediately or at any time thereafter until the objectionable action or inaction is corrected, terminate Reseller’s right to resell Vodafone Services and all Exhibits and Schedules to the Master Agreement that relate to Vodafone Services, and Vodafone Service to Reseller’s Subscribers all by written notice to Application Provider. Obligations of Application Provider under the terminated portions of the Master Agreement accruing prior to termination, and all other terms and conditions of the Master Agreement, shall continue in full force and effect.

f. Section 5 - Currency

At any time when the exchange rate of the Euro to the U.S. Dollar is outside the range of 1:1 to 1:1.5, ORBCOMM’s invoice to Application Provider and Application Provider’s liability for payment shall be adjusted as follows:

a. When the Euro-to-U.S. Dollar exchange rate last published in the Wall Street Journal prior to an ORBCOMM invoice date exceeds 1:1.5, a surcharge shall be added to the invoice of 0.015 times the charges reflected in the invoice for each cent by which the U.S. Dollar equivalent of the Euro exceeds $1.50. By way of example, if the charges reflected in the invoice are $100.00 and the exchange rate is 1:1.52, the surcharge would be $100 x .015 x 2 =$3.00; and

b. When the U.S. Dollar-to-Euro exchange rate last published in the Wall Street Journal prior to an ORBCOMM invoice date is less than 1:1, a discount shall be deducted from the invoice of 0.015 times the charges reflected in the invoice for each cent by which the U.S. Dollar equivalent of the Euro is less than $1.00. By way of example, if the charges reflected in the invoice are $100.00 and the exchange rate is 1:0.95, then the discount would be $100 x .015 x 5 = $7.50; and

c. For avoidance of doubt, when the exchange rate is greater than or equal to 1:1 and less than or equal to 1:1.5 there will be no surcharge and no discount applied for currency rates.

g. Section 6 - Taxation

a) The Fees shall be exclusive of any applicable VAT in any relevant Territory.

b) If VAT is chargeable in respect of any amount payable hereunder, Application Provider shall, upon receipt of an appropriate tax invoice, pay to ORBCOMM the VAT chargeable, in respect of that payment.

c) Application Provider agrees to provide its VAT registration number and such other further information as ORBCOMM may reasonably request in relation to any supply hereunder.

d) The Fees shall be paid without set-off or counterclaim, required withholding or deduction unless prohibited by any applicable law. In the event that Application Provider is obliged by applicable law to deduct withholding tax from the charge, Application Provider shall make all reasonably necessary filings in order to ensure the provisions of the relevant tax treaty that applies to the Fees are met. Application Provider shall request from ORBCOMM in a timely manner all necessary information required to make the relevant filings.

e) In the event that withholding tax is payable by Application Provider in respect of the Fees Application Provider will, simultaneously with making the payment hereunder, pay to ORBCOMM such additional amount as will result in the receipt by Vodafone of the full amount which would otherwise have been receivable had no withholding or deduction been payable and will supply to Vodafone evidence satisfactory to Vodafone that Application Provider has accounted to the relevant authority for the sum withheld or deducted.

f) Any sums recovered by ORBCOMM (including any granting of credit against or remission for any taxes, fees, charges or levies payable by it which are referable to the deduction or withholding) in respect of amounts withheld or deducted by Application Provider but paid to ORBCOMM in accordance with the above, shall be reimbursed by ORBCOMM to Application Provider within 30 days following receipt of such amounts by ORBCOMM or agreement of ORBCOMM’s tax return if a credit is claimed against the company’s tax liability.

g) Where SIMs (or any other items of hardware) are imported into a tax territory in order to fulfil the terms of the Agreement, the Application Provider agrees that Application Provider or its importing agent shall be the importer of record. ORBCOMM or Vodafone will provide Application Provider with evidence of export to enable the Application Provider to import the goods into the relevant country.

h. Section 7 - Obligations of Application Provider

(a) Application Provider shall only use the Vodafone Services, and shall procure that its Subscribers will only use the Vodafone Services, for the Application in the Territory in accordance with this Agreement, all applicable laws and any instructions or conditions notified to Application Provider by ORBCOMM, which in ORBCOMM’s or Vodafone’s reasonable opinion prevent (i) the transmission of illegal material; or (ii) the Services from being impaired or damaged; or (iii) any breach of this Agreement.

(b) Application Provider shall maintain a suitable quality management system to demonstrate proper control of its activities in the provision of Vodafone Services to its Subscribers.

(c) Application Provider shall ensure that any login details (including passwords) for the ORBCOMM’s management portal are kept secure and Application Provider shall be responsible for any activity that occurs under an account assigned to Application Provider. Application Provider will inform ORBCOMM promptly of any breach of security.

(d) Application Provider will not act or omit to act in any way which will or may injure or damage any persons or the property of any persons (whether or not employees agents or representatives of ORBCOMM or Vodafone), the ORBCOMM or Vodafone Systems or howsoever cause the quality of the Vodafone Services to be impaired; provided, however that this provision is. limited to the activities associated with the execution or performance of this Agreement.

(e) Where the Application Provider makes the Vodafone Services available for use by Application Provider’s affiliates or Agents in any part of the Territory, then the Application Provider shall remain primarily liable for the acts or omissions of such affiliates as if they were Application Provider’s own acts or omissions. Without prejudice to the foregoing, Application Provider shall be liable for the payment of all charges or Fees payable in accordance with this Agreement.

(f) Application Provider shall ensure and procure that each Subscriber is legally bound by all the obligations set out in this agreement, which expressly or by implication relate to the Subscriber, before such Subscriber receives any benefit of the Vodafone Services. Furthermore, a breach by a Subscriber of any of the terms of this agreement shall be deemed to be breaches by Application Provider for the purposes of this Agreement.

(g) Application Provider shall include in its agreements with Customers:

(i) a statement that Application Provider and ORBCOMM, but not Vodafone, will provide support for the Services;

(ii) consent to ORBCOMM and/or Vodafone processing information relating to Subscriber as contemplated by this Agreement;

(iii) a disclaimer, to the extent permitted by applicable law, of all warranties by Vodafone and ORBCOMM and any liability by Vodafone or its group or ORBCOMM or its group for any damages, whether direct, indirect, or consequential, arising from the sale or use of the Vodafone Services.

(h) The Application Provider shall, in providing the Application and related services:

(i) comply with any instructions (including specifications and training) issued by ORBCOMM or Vodafone from time to time for the use and/or marketing of the services; and

(ii) ensure that any information provided to ORBCOMM or Vodafone is accurate, complete and provided in a timely manner and shall inform ORBCOMM and Vodafone of any changes to such information; and

(iii) where requested by ORBCOMM, identify ORBCOMM or Vodafone (as specified in the request) in proposals to potential Subscribers which include the Vodafone Services; and

(i) The Application Provider shall ensure that any Vodafone Services supplied under this Agreement shall be used by itself and its Subscribers solely in connection with the Application and not in any way that:

(i) involves the transmission of voice (including VOIP) unless expressly agreed otherwise by ORBCOMM and Vodafone;

(ii) involves providing internet web browsing services that are government-regulated consumer Internet Service Provider services;

(iii) involves providing any service via the Connectivity Services that allows a Subscriber or End User to access a publically addressable destination (i.e. public IP address) including through the use of a proxy, gateway or routing;

(iv) would knowingly violate copyright, trademark, trade secret or other property right of any third party;

(v) interfere with other users’ use of a network or of the Vodafone platform; or attempts to penetrate security measures whether or not the intrusion results in the corruption or loss of data;

(vi) uses the Vodafone Services or software related to Internet relay chat ("IRC"), peer to peer file sharing ("P2P"), bit torrent, or proxy server network;, spamming, the sending of bulk unsolicited emails or commercial messages or maintaining an open SMTP relay;

(vii) could lead to death, personal injury, or severe physical injury or environmental damage (for example life support machines) due to the failure of the Vodafone Services unless the parties specifically agree in writing and in advance that the Vodafone Services may have such implications and the parties mutually agree to allow the Subscribers to use the Vodafone Services for purposes which may have the consequences referred to in this clause.

i. Section 8 - Proprietary Information

For avoidance of doubt, the content of these Special Terms and Conditions and all related Exhibits and Schedules constitutes Proprietary Information of ORBCOMM.

j. Section 9 - Data Protection

k. The Parties acknowledge that Vodafone is the controller of the Traffic Data and that Vodafone shall allow ORBCOMM, and ORBCOMM shall allow Application Provider, to access and use the Traffic Data solely to the extent necessary to provide billing and customer care issue resolution.

l. The Parties acknowledge that the Subscriber is the controller of the content of any communication via the Vodafone Services and any personal data of the Subscriber or End User stored on the Vodafone Global M2M Platform (“Customer Personal Data”).

m. Application Provider acknowledges and agrees (and shall ensure that each of its Subscribers acknowledges and agrees) that Vodafone may receive legally binding demands from a Law Enforcement Authority for the disclosure of, or other assistance in respect of, Customer Personal Data, or be required by law, court order, warrant, subpoena, or other legal judicial process to disclose any Customer Personal Data to any person other than Customer and that Vodafone will not be in breach of any obligation to Application Provider for complying with such obligations to the extent legally bound. Vodafone shall notify ORBCOMM, and ORBCOMM shall notify Application Provider as soon as reasonably possible of any such demand unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation.

n. Application Provider warrants that it will ensure that each Subscriber:

i. complies with applicable data protection laws as a data controller in relation to the Customer Personal Data; and

ii. if required by applicable data protection law notify each End User, or as required procure each End User’s properly informed consent required for the processing by Vodafone (or any appointed sub-processor) of any End User personal data for the purpose of providing the Vodafone Services.

o. In the event that End User or Subscriber consent is required by the applicable data protection law and in the case that such consent is not provided and/or withdrawn and Application Provider cannot otherwise justify the disclosure to and Processing by Vodafone of Personal Data pursuant to the Vodafone Services as being in compliance with applicable data protection laws in respect of one or more End Users as required by clause e, Subscriber or Application Provider shall promptly notify ORBCOMM thereof and hereby acknowledges and agrees that, notwithstanding any other provision of the agreement, ORBCOMM shall not be obliged to continue to provide the Vodafone Services in respect of such affected End Users.

p. For the purpose of this clause, the terms ‘controller’, ‘personal data’ and ‘processor’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

q. Section 10 - Agents

Any Agents of Application Provider approved by ORBCOMM under Section 15 of the Master Agreement shall not be authorized to resell Vodafone Services unless specific written authorization is obtained from ORBCOMM and Vodafone.

r. [End of Special Terms and Conditions – Vodafone]

CARRIER EXHIBIT B

ORBCOMM Party:

Carrier: IsatData Pro

Territory: The Territory shall mean the entire world; provided, however, that the Territory shall be limited to, from time to time during the term of this Agreement, those jurisdictions within the Territory where ORBCOMM, its Affiliates, its licensees and their agents and country representatives have obtained and properly maintained all Permits. A current list of such jurisdictions within the Territory shall be made available by ORBCOMM to Application Provider upon Application Provider’s written request pursuant to the notice provisions herein.

Service Application Description: CODAN Global Messaging Platform is a two-way messaging between internet/mobile communications and the CODAN High Frequency Radio.

Special Terms and Conditions Applicable:

SPECIAL TERMS AND CONDITIONS – ISATDATA PRO

This document is attached to and forms a part of the Master Purchase Agreement (“Master Agreement”) between Customer and ORBCOMM. All capitalized terms not otherwise defined herein have the meanings assigned to them in the Master Agreement. These Special Terms and Conditions apply only with respect to IsatData Pro Service provided by SkyWave Mobile Communications, Inc. an ORBCOMM company, through ORBCOMM Networks LLC (“Company”) that are resold by Customer to its customers in connection with its Service Application(s) under the Master Agreement (“Isat Services”). The Isat Services are offered to Customer and/or Reseller by ORBCOMM and Customer acknowledges that it has no contractual relationship with Isat or any of its subsidiaries or affiliates as a result of entering into or performing under the Master Agreement. The Master Agreement, including without limitation these Special Terms and Conditions, sets forth the legal rights and obligations governing ORBCOMM's offer, provisioning and delivery of Isat Services and Products and Customer’s receipt and resale thereof to its customers in connection with its Service Application(s).

1. Definitions

a. “Branding Guidelines” means guidelines for the use of the SkyWave Marks under the Trademark License Schedule as issued from time to time by SkyWave and communicated to Customer by SkyWave or ORBCOMM.

b. “Customer” means the Customer and/or Reseller, as defined in the Master Agreement or the Reseller Agreement (as applicable) which this forms a part of.

c. “Network Services” has the meaning assigned in the preamble and is further defined by Annex 1, attached and incorporated by reference, entitled “Service Description.”

d. “Products” means modems, telematics units, electronic modules and other hardware manufactured by or for SkyWave and sold to Customer by ORBCOMM under an Equipment Exhibit to the Master Agreement.

e. “SkyWave Marks” means the trade names, trademarks, service marks and logos as set forth by SkyWave in the Trademark License Schedule and communicated to Customer by ORBCOMM from time to time.

f. “Trademark License Schedule” means the terms contained in Annex 2 hereto and incorporated by reference into these Special Terms and Conditions and the Master Agreement.

2. SkyWave Marks. Customer agrees not to, and shall procure that any Subscriber does not, use the SkyWave Marks. Customer acknowledges and agrees that SkyWave retains all the right, title and interest in the SkyWave Marks. Breach of the provisions of this Section 2 by Customer, its customers or any Subscriber shall be cause for immediate termination of Network Services to Customer or the offending Subscriber.

3. Claims affecting SkyWave. Upon a breach by Customer, its customers or Subscriber of its obligations under the Master Agreement or its customer Contract that results in a loss to SkyWave, Customer shall permit ORBCOMM to assign to SkyWave its rights under such agreement to recover such loss directly from Customer, its customers or Subscriber in question.

3. Indemnification.

a. Customer will defend, indemnify, and hold the ORBCOMM and SkyWave harmless against any claims against any of them for loss, damage, liability, or expense (including reasonable attorneys’ fees) arising out of or related to (i) any representations, acts, or omissions of Customer in connection with its activities under this Agreement, including without limitation the failure by Customer, its customer or a Subscriber to comply with applicable laws and regulations; (ii) any violation or breach by Customer or a Subscriber of the provisions of Section 2, above; (iii) any claims against the Customer by third parties related to this Agreement; and (iv) any claim, suit or proceeding brought against the Company or SkyWave claiming that the Network Services or Documentation to the extent based on the manner in which modified, altered or combined by Customer, with any equipment, device or software not supplied by ORBCOMM is likely to or constitutes an infringement because of such modification, alteration or combination. Customer’s liability to indemnify under this subsection a. be reduced to the extent that such loss, damage, liability, or expense was caused or contributed to by the negligence of SkyWave, ORBCOMM, or their respective employees, or agents.

b. The Customer will defend, indemnify, and hold SkyWave harmless against any claims against SkyWave for loss, damage, liability, or expense (including reasonable attorneys’ fees) arising out of or related to any violation or breach by the Customer or Service Provider of the Trademark License Schedule.

c. ORBCOMM will defend or settle, at its own expense, any action brought against Customer to the extent that it is based on a claim that Network Services and Documentation infringe any patent, copyright, trade secret or any other intellectual or industrial property right. ORBCOMM will pay all costs and damages resulting from such claim which are finally awarded against Customer , or agreed to in settlement by ORBCOMM, PROVIDED THAT: (a) ORBCOMM is notified in writing by Customer within ten (10) days of the date on which Customer became aware of the claim; (b) ORBCOMM has sole control of the defense of any claim, and all negotiations for its settlement or compromise; (c) the claim does not result from: (i) modification of the Network Services or Documentation by any party other than ORBCOMM or SkyWave; (ii) combination, operation or use of Network Services or Documentation with products, services, hardware, software or processes not supplied by the ORBCOMM pursuant to this Agreement; or (iii) use of the Network Services other than in accordance with ORBCOMM’s instructions; (d) Customer has not made and does not make any admissions in respect of such alleged infringement; (e) Customer executes all necessary documentation and provides all such assistance as ORBCOMM may reasonably require; and (f) ORBCOMM’s liability under this Clause c. shall be limited to the extent that the ORBCOMM is indemnified by SkyWave against such costs and damages resulting from such claim. THE FOREGOING ARE ORBCOMM’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ALLEGED OR PROVEN INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

d. If, in the event of any claim subject to this Section 3, the applicable law does not permit the indemnifying party to defend the claim as contemplated herein, then the indemnified party shall conduct its defense under instructions from the indemnifying party and shall not make any admissions, settlements or compromises without the prior written consent of the indemnifying party.

4. Product Warranties. Notwithstanding any other provision of the Master Agreement, these Special Terms and Conditions, or any Equipment Exhibit, Products are warranted by SkyWave and/or ORBCOMM only for use in connection with Network Services and any other use voids all warranty coverage

5. Flow-Down Terms. Customer shall flow down all of the terms and conditions contained in Sections 6(h) of the Agreement, to its Subscribers in its Subscriber Contracts.

6. Changes to Pricing Rate Schedule. ORBCOMM may change the applicable Pricing Rate Schedule for Network Services upon thirty (30) days advance written notice (which may be given by email) to Customer, unless a shorter notice period is provided in the Master Agreement.

[End of Special Terms and Conditions – IsatData Pro – Annexes Follow]

Annexure 1

1. IsatData Pro1 Network Service Description

The Pricing and Market Segments set out in this Network Service Schedule apply only to the IsatData Pro Network Services and IDP terminal Products supplied by SkyWave to ORBCOMM Networks, LLC (“Company”) for resale to Customer.

2. PRODUCT DEFINITIONS

a. Terminal

A Company IsatData Pro Terminal (“Product”) is a satellite transceiver with integrated GPS, and optional cellular communications. All terminals purchased hereunder are warranted for use only with Network Services (as described below) supplied by Company or its Affiliate.

b. Network Services

1. The IsatData Pro network service is an Inmarsat branded messaging service developed and operated by Company that uses the Inmarsat network of geostationary communication satellites. Service coverage is provided on Inmarsat’s I4 satellites. In some areas overlapping traffic coverage may be provided on overlapping regional I3 spot beams.

2. “To-Mobile” messages are messages from Company’s gateway (“Gateway”) to a specific IsatData Pro terminal or modem (IsatData Pro terminal or modem hereinafter referred to as “Mobile”). Application Provider sends the To-Mobile message to the Gateway. The message is then passed to the land earth station (“LES”) for transmission, via the appropriate satellite to the Mobile. The Gateway may limit the number, size and priority of messages Customer can send to each Mobile. To-Mobile messages vary from 1 to 10,000 bytes with one byte resolution. The To-Mobile message has a minimum billing size.

3. “From-Mobile” messages are transmitted from the Mobile to the Gateway via the satellite and LES. The message is stored in the Gateway Account (as defined hereinafter) on the Gateway until retrieved by the Customer’s application server or until the message ages. From-Mobile messages vary from 1 to 6,400 bytes with one byte resolution. The From-Mobile message has a minimum billing size.

4. The Customer accesses the Gateway using a Company supplied, SOAP compliant protocol over HTTPS or HTTP. Company recommends using HTTPS for improved security.

5. “Gateway Account” is the logical mailbox on the Gateway. This mailbox stores From-Mobile messages and accepts To-Mobile messages for delivery. Multiple applications provided by a single Customer can connect to the same Gateway Account. Access authentication is an access number and password. The access number and password is assigned by Company support.

6. A “Mobile Activation” is the act of provisioning a Mobile to exchange messages with a Gateway Account. Such a Mobile is said to be “Subscribed”. A Mobile can only be Subscribed to one Gateway Account. A Mobile must be Subscribed to send and receive messages to the Customer application.

7. The Network Services include a support site that provides management tools such as activation and de- activation for Mobiles.

8. “Pricing Rate Schedule” means the schedule of prices for IsatData Pro services available to Customer that is attached to the applicable Carrier Exhibit to the Master Agreement, as amended from time to time per the Master Agreement and Special Terms and Conditions – IsatData Pro.

9. Company’s billing system provides billing records summarized by data plan level on a monthly basis for each Mobile activated on the Company Network. Multiple Gateway Accounts can be associated with a data plan.

10. All To-Mobile and From-Mobile messages (excluding broadcast messages) are acknowledged.

11. “Broadcast Messages” are unacknowledged messages sent from the Gateway addressed to a pre-selected list of terminals defined by a Broadcast ID. A Broadcast ID is a unique IsatData Pro identifier that can be1 IsatData Pro is an Inmarsat trademark. A separate agreement needs to be signed to use the trademark IsatData Pro.programmed into any number of Mobiles within the same Gateway Account which may be operating in different satellite beams. For billing purposes, when a Broadcast Message is sent, the data transmitted in the message will be multiplied by each satellite beam in which the message is transmitted. The Customer is

12. responsible for understanding the beam configuration of the IsatData Pro network, the geographic location of its mobiles and selecting the satellite beam(s) for each Broadcast Message.

13. A “Broadcast ID activation” is the act of provisioning the Gateway to allow it to transmit Broadcast Messages to a group of Mobiles.

14. IsatData Pro and the Lua environment make special use of two bytes of user payload in each message.

15. In some jurisdictions, Company may be required to provide the Network Services indirectly through an independent licensed party to conform to local laws and regulations. Network Services pricing in this Product Schedule applies only to Network Services provided directly by Company.

16. IsatData Pro Network Services are subject to availability. IsatData Pro Network Services may not be available for reasons including but not limited to:

a) a blockage of satellite coverage by man-made or natural structures;

b) satellite or other communications facilities failures, limitations, equipment outages or scheduled maintenance;

c) regulatory requirements or notification of harmful interference; or

d) failure of Company’s service providers to provide such service for any reason.

4. Network Services

ORBCOMM provides the Network Services to its customers under arrangements with Company.

Company offers a number of data plans. Each plan is associated with a Solution Provider Identification Number (SPID). SPID account numbers are assigned by Company. Inmarsat is responsible to ensure that Mobiles are subscribed to the correct SPID.

Company generates a monthly invoice for each SPID. The invoice is for Network Services in the calendar month. The calendar month is based on the Coordinated Universal Time (UTC) time standard.

5. Data Plans

Company offers three data plan types

  • Individual Plans
  • Pooled Plans
  • Broadcast Data Plans

All plans have a Subscription Fee, Data Inclusion and an Overage Fee. For Individual Plans, the Data Inclusion and Data Overage are calculated for each Mobile. For Pooled Plans, the Data Inclusion and Data Overage are shared amongst all Mobiles in the pool and calculated based on the totals from all Mobiles. Each data plan requires at least one Gateway Account.

The following rules are applied when calculating invoiced charges for all data plans:

a) Minimum billable message size is fifteen (15) bytes with one (1) byte increments;

b) Data Consumption is rounded up to nearest ten (10) bytes on a per Mobile and per Broadcast ID basis;

c) Data Overage is only applicable if Data Consumption exceeds Data Inclusion;

d) Data Overage Fee is applied on a per byte basis;

e) There is no carry-forward of unused Monthly Data Inclusion; and

f) Broadcast inclusions cannot be mixed with Individual or Pooled inclusions

Individual Plans

CDR product codes and pricing for Individual Plans are set out in the Pricing Rate Schedule to the extent available to Customer. Each Mobile is charged a monthly Subscription Fee, corresponding to the Per Mobile Subscription Fee, which allocates a Per Mobile Data Inclusion to each Mobile. Each Mobile’s Data Consumption is calculated by summing the Mobile’s data transmitted and received. Once each Mobile’s Data Consumption is calculated, its Data Overage is calculated as the difference between its Data Consumption and its Per Mobile Data Inclusion. The Mobile’s Data Overage Fee is the Mobile’s Data Overage multiplied by the Overage Fee. Each Mobile is invoiced for its Subscription Fee and its Data Overage Fee.

Pooled Plans

Prices for the various Pooled Plans, to the extent available to Customer, are also set out in the Pricing Rate Schedule. A Pooled Plan’s monthly Subscription Fee is equal to the Per Mobile Subscription Fee times the number of Subscribed Mobiles. The Subscription Fee allocates a Data Inclusion to the pool. The Data Inclusion is equal to the Per Mobile Data Inclusion times the number of Subscribed Mobiles. Data Consumption is calculated by summing the total user data transmitted and received by all Mobiles. Once a Pooled Plan’s Data Consumption is calculated, the Data Overage is calculated as the difference between the Data Consumption and the Data Inclusion. The Data Overage Fee is the Data Overage multiplied by the Overage Fee. The Pooled Plan’s invoice is the sum of its Subscription Fee and its Data Overage Fee.

Broadcast Data Plans

Broadcast Data Plans are optional plans that can be assigned to a SPID. A SPID can only have one Broadcast Data Plan. The Pricing Rate Schedule lists the Broadcast Data Plans, if any, available to Customer. All Broadcast Data Plans are pooled plans; there are no individual broadcast plans.

A Broadcast Data Plan’s monthly Subscription Fee is equal to the Per Broadcast ID Subscription Fee multiplied by the number of Subscribed Broadcast IDs. The Subscription Fee allocates a Data Inclusion to the broadcast pool. The Data Inclusion is equal to the Per Broadcast Data Inclusion multiplied by the number of Subscribed Broadcast IDs. Data Consumption is calculated by summing the total user data transmitted by all Broadcast IDs. The Data Consumption is calculated by multiplying the message size by the number of IsatData Pro beams the message is being transmitted and by the number of repeats selected when submitting the message for transmission.

Once the plan’s Data Consumption for Subscribed Broadcast IDs is calculated, the Data Overage for the Subscribed Broadcast IDs is calculated as the difference between the Subscribed Broadcast ID’s Data Consumption and Data Inclusion. The Data Overage Fee for the Subscribed Broadcast IDs is the Subscribed Broadcast IDs Data Overage multiplied by the Overage Fee. The Broadcast Data Plan’s invoice is the sum of its Subscription Fee and its Data Overage Fee.

6. Active and Not Subscribed Mobiles

3 Customer must disable a Mobile from sending messages before it is de-activated. Company may disable Mobiles that are transmitting and not Subscribed and then invoice the Inmarsat an administration fee of twenty-five dollars ($25) for each disabled Mobile. To re-activate a Mobile that was disabled by Company, Customer may need to contact Company support for assistance.

7. Market Segment

Market segment(s) that the Inmarsat and its customers are restricted from reselling the Products or Network Services in:

8. PRODUCT/EQUIPMENT SPECIAL TERMS AND CONDITIONS

a. PAYMENT

Payment with respect to Product shall be in U.S. Dollars and due in full within 30 days following the invoice date. Invoiced amounts are not subject to reduction, by set-off or otherwise, without the express prior written consent of ORBCOMM.

b.DELIVERY AND ACCEPTANCE

i. Delivery of the Product shall be Ex Works (INCOTERMS 2011) the location of ORBCOMM’s contract manufacturer or distribution facility. Title and risk of loss of or damage to Product pass to the Customer upon delivery to the carrier for shipping.

ii. ORBCOMM will, without additional charge to Application Provider, package and, unless Application Provider instructs otherwise in writing, arrange for shipping the Product by ORBCOMM’s choice of carrier according to customary standards.

iii. Application Provider is responsible and will be invoiced for the costs of shipping and any special packaging specified by Application Provider. Application Provider is responsible for insuring the Product in transit, if desired. If Application Provider desires ORBCOMM to arrange insurance in transit, Application Provider must so specify in writing. Application Provider is responsible and will be invoiced for costs of insurance arranged by ORBCOMM at Application Provider’s request. For international shipments, customs clearance is the responsibility of the Application Provider and duties and any customs clearance or customs brokerage fees or charges are to be paid directly by the Application Provider.

iv. ORBCOMM may make partial and advance deliveries in its sole discretion without penalty.

v. Delivery dates are approximate, but ORBCOMM will make commercially reasonable efforts to deliver on time and will notify Customer if a scheduled delivery is expected to be delayed. If Customer requests, ORBCOMM will arrange for shipment by premium transportation, provided that Customer will pay the additional shipping cost.

c. Product Warranties.

i. ORBCOMM warrants to Application Provider that the Product as provided to Application Provider will be free from defects in material and workmanship under intended use with the Network Services as described in Exhibit A of the Master Agreement for a period of fifteen (15) months from date of shipment to Application Provider.

ii. The Product are warranted only for use with Network Services acquired from ORBCOMM. Further, it is expressly understood that the Product warranty does not apply to any accessories including but not limited to external cables, batteries or hardware brackets, which are considered consumable items.

iii. ORBCOMM’s sole obligation under this warranty shall be, at ORBCOMM’s option, either (a) the repair or replacement of any Product which prove to be defective in workmanship or material or fail to meet ORBCOMM’s specifications; or (b) refund the purchase price of the defective Product.

iv. ORBCOMM shall incur no liability under the foregoing warranty if (a) ORBCOMM tests disclose that the Product is opened or that (b) the alleged defect is attributable to misuse, installation that is not in accordance with ORBCOMM recommended standards, alteration, accident or mishandling while in the possession of someone other than ORBCOMM; or (c) if the Product or Network Services having been distributed, or used, in breach of any terms of these Special Terms and Conditions or the Agreement.

v. Warranty claims shall be submitted by Application Provider to ORBCOMM with supporting documentation stating the basis for the claim and within the warranty period.

vi. As to replacement Product supplied or repairs made during the original warranty period, the warranty period on the replacement or repaired Product shall be terminated with the expiry of the original warranty, or ninety (90) days from delivery, whichever is longer.

vii. ORBCOMM’s Product return policy is as follows; Application Provider must notify ORBCOMM within thirty (30) days of receipt of the Product to indicate the reason for requesting the return. In order to initiate a return, Application Provider must request and receive return authorization from ORBCOMM, including an RMA (Return Material Authorization) number issued by ORBCOMM, prior to return. ORBCOMM shall charge a restocking fee to be determined at the time of the return.

vii. All warranty returns must be sent back to ORBCOMM from the Application Provider address ORBCOMM originally shipped the Product to. Application Provider will pay for shipping costs to ORBCOMM. ORBCOMM will pay for shipping costs to Application Provider upon approval of RMA request for Product under warranty. For Product returned for repair or replacements that are not covered by warranty, all shipping costs will be paid for by Application Provider.

i. EXCEPT FOR THE WARRANTIES IN THIS SECTION 8.c., ORBCOMM DELIVERS THE PRODUCT AND NETWORK SERVICES HEREUNDER ON AN “AS IS” BASIS (WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESSED OR IMPLIED), AND ORBCOMM EXPRESSLY DISCLAIMS WITH RESPECT TO APPLICATION PROVIDER AND APPLICATION PROVIDER EXPRESSLY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES OF ORBCOMM AND ITS AFFILIATES ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, (B) ANY WARRANTY AGAINST CLAIMS OF PATENT INFRINGEMENT OR THE LIKEAND/OR NON-INFRINGEMENT (C) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (D) ANY WARRANTIES AS TO THE ACCURACY, AVAILABILITY OR CONTENT OF THE NETWORK SERVICES; AND (E) ANY WARRANTY UNDER ANY THEORY OF LAW, INCLUDING ANY TORT, NEGLIGENCE, STRICT LIABILITY, CONTRACT OR ORTHER LEGAL EQUITABLE THEORY. NO REPRESENTATON OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE, THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY COMPANY OR ITS AFFILIATES.

j. ORBCOMM MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES AS TO THE OPERATION OR USE OF THE PRODUCT WITH ANY NETWORK SERVICES OTHER THAN NETWORK SERVICES ACQUIRED FROM ORBCOMM OR AS TO COMPATIBILITY OF ANY OF THE PRODUCT WITH ANY OF THE APPLICATION PROVIDER PRODUCT IN ANY CONFIGURATIONS OR THAT THE PRODUCT WILL MEET ANY OR ALL OF AN APPLICATION PROVIDER’S, OR THIRD PARTY’S PARTICULAR REQUIREMENTS, THAT THE PRODUCT WILL OPERATE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS IN THE PRODUCT CAN BE FOUND AND CORRECTED.

k. ORBCOMM MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES THAT THE PRODUCT AND NETWORK SERVICES ARE SUITABLE FOR ANY USE IN ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL SAFE PERFORMANCE (INCLUDING WITHOUT LIMITATION MARINE SAFETY AND DISTRESS SYSTEMS, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, WEAPONS SYSTEMS, AIR TRAFFIC CONTROL AND LIFE SUPPORT SERVICES) OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE PRODUCT OR NETWORK SERVICES COULD RESULT IN DEATH OR PERSONAL INJURY. APPLICATION PROVIDER ASSUMES ALL LIABILITY ASSOCIATED WITH SELLING ANY PRODUCT AND NETWORK SERVICES FOR ANY SUCH APPLICATIONS, AND APPLICATION PROVIDER WILL DEFEND, INDEMNIFY, AND HOLD COMPANY HARMLESS AGAINST ANY CLAIMS AGAINST ORBCOMM FOR LOSS, DAMAGE, LIABILITY, OR EXPENSE (INCLUDING LAWYERS’ FEES) ARISING OUT OF OR RELATED TO THE SALE BY APPLICATION PROVIDER, OR THE USE BY ANY END USER, OF ANY PRODUCT OR NETWORK SERVICE.

l. ORBCOMM MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES AS TO THE AVAILABILITY OF SATELLITE SPACE SEGMENT AND RELATED SERVICES OR NETWORK OPERATION SERVICES PROVIDED BY ORBCOMM OR ANY OTHER THIRD PARTY AS APPLICABLE.

m. ORBCOMM MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES RELATED TO THE PERFORMANCE OF THE NETWORK SERVICES OR PRODUCT IN THOSE PORTIONS OF THE TERRITORY IN WHICH THE SATELLITE COVERAGE IS LIMITED OR NOT AVAILABLE OR TO THE EXTENT THAT THE NETWORK SERVICES OR PRODUCT ARE OPERATED OUTSIDE THE ALLOWABLE OPERATING LIMITS DEFINED IN THE APPLICABLE SPECIFICATIONS.

d. COMPANY OBLIGATIONS.

Provided that Application Provider is not in breach of any of its obligations hereunder Company shall:

i. Provide qualified technical support services to Application Provider only for Product and Network Services via telephone, or email during normal business hours based on GMT –5 hours. For emergency support relating to Network Services, Company will provide to the Reseller, where commercially reasonable, consultation via telephone, twenty four (24) hours per day, seven (7) days per week.

ii. Maintain and monitor its Network on a twenty-four (24) hours per day, seven (7) days per week basis.

e. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL LIABILITY TO RESELLER FOR DAMAGES OF ANY KIND, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE UNDER THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE CUMULATIVE FEES PAID TO ORBCOMM or COMPANY UNDER THIS AGREEMENT FOR THE TWELVE (12) -MONTHS PRECEDING ANY CLAIM FOR THE PRODUCTS THAT GAVE RISE TO THE CLAIM. IN NO EVENT WILL COMPANY BE LIABLE TO RESELLER, ANY RESELLER OR ANY END USER FOR ANY LOST PROFITS OR SAVINGS, LOST BUSINESS, LOSS OF DATA, ANY TELECOMMUNICATIONS BREAKDOWN, UNAVAILABILITY, DOWNTIME, INTERRUPTION OR DELAY, ANY SUSPENSION OF SERVICE BY ANY THIRD PARTY SERVICE PROVIDER INCLUDING INMARSAT OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH OCCURRENCE OR DAMAGE. THE PARTIES AGREE THAT THE FOREGOING REPRESENTS A FAIR ALLOCATION OF RISK HEREUNDER

Annexure 2

IsatData Pro2 Trademark Terms Schedule

A. Inmarsat Global Ltd (“Inmarsat”) has granted a license to Company to use and sub-license the Trade Marks (defined below).

B. Company wishes to grant a limited sub-license to Application Provider to use the Trade Marks in connection with the marketing and sale of the Products and Services on the terms and conditions set out herein.

1 Definitions and interpretations

1.1 In this Terms Schedule the following expressions shall have the following meanings, unless the subject or the context otherwise requires. If a capitalized term used in this Terms Schedule is not defined in this Terms Schedule, then such term shall have the meaning ascribed to it in the Service Provider Agreement:

“Branding Guidelines” shall mean Company’s guidelines issued to the Licensee from time to time describing the permitted form, manner, color, size and prominence of the Trade Marks and the words and other indicia that must or may be used or displayed in conjunction with the Trade Marks;

“Business Day” shall mean any day other than a Saturday or Sunday when banks are generally open for business in the province of Ontario, Canada;

“Effective Date” shall mean the date set out at the top of the first page of this Amendment;

“Products and Services” shall mean IsatData Pro products and network services in respect of which the Trade Marks may be used under the provisions of this Terms Schedule;

“Terms Schedule” means the provisions contained in this Annex 2;

“Territory” shall mean the territory as defined in an executed IsatData Pro Product Schedule of the Solution Provider Agreement;

“Trade Marks” shall mean the trade mark IsatData Pro, the graphic representation thereof (if applicable) as depicted in the Branding Guidelines, and any other trademarks agreed from time to time in writing between the parties; and

1.2 The headings in this Terms Schedule are for ease of reference only and shall not affect its construction.

1.3 In this Terms Schedule, if the context so requires, references to the singular shall include the plural and vice versa.

1.4 Unless otherwise stated, a reference to a Clause (or Sub-clause) is a reference to a clause (or sub-clause) of this Terms Schedule.

1.5 Any reference to a “person” includes a natural person, firm, partnership, company, corporation, association, organization, government, state, foundation and trust (in each case whether or not having a separate legal personality).

1.6 “include”, “includes” and “including” shall be deemed to have the words “without limitation” inserted after them.

IsatData Pro is an Inmarsat trademark.

5 Grant of License

5.1 In consideration of the premises hereinafter contained and other valuable consideration Company hereby grants to the Customer and the Customer hereby accepts a revocable, non-exclusive, non-transferable, royalty-free license to use the Trade Marks in the Territory on the terms and conditions set out in this Terms Schedule in relation to the Products and Services. This license is personal to the Customer and does not include any right to grant sub-licenses.

6 Use of the Trade Marks

6.1 Any use by the Customer of the Trade Marks shall be in the manner stipulated by Company from time to time and the Customer shall observe any and all directions given by Company (whether in the Brand Guidelines or otherwise) as to the colors used and size of the Trade Marks and their manner, disposition and presentation in respect of the Products and Services and any accompanying promotional materials.

6.2 Whenever the Trade Marks are used by the Customer it shall, if requested to do so by Company, attach to the Trade Marks wording to show that they consist of registered Trade Marks used by the Customer with the permission of Company and/or Inmarsat and any other wording requested by Company.

6.3 The use of the Trade Marks by the Customer shall at all times be in keeping with and seek to maintain their distinctiveness and reputation as determined by Company, and the Customer shall forthwith cease any use which is not consistent therewith as Company may require. In particular, the Customer shall not use the Trade Marks in any way that would or may tend to allow them to become generic, lose their distinctiveness, become liable to mislead the public, or be materially detrimental to, or inconsistent with, the good name, goodwill and image of Inmarsat (including its affiliated companies and licensors) or Company.

6.4 The Customer acknowledges and agrees that the exercise of the license granted under this Terms Schedule is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and the Customer understands and agrees that it shall at all times be solely liable and responsible for the due observance of same. The Customer’s obligations in this regard shall include obligations to:

(a) ensure that the Products and Services are safe for the use for which they were intended;

(b) obtain at its own expense all licenses, permits and consents necessary for the provision of the Products and Services in the Territory;

(c) perform its obligations in connection with the provision of the Products and Services with all due skill, care and diligence including good industry practice;

(d) only make use of the Trade Marks for the purposes authorized in this Terms Schedule; and

(e) comply with all regulations and practices in force or use in the Territory to safeguard Company and Inmarsat's rights in the Trade Marks.

6.5 The Customer shall not, nor directly or indirectly assist any other person to:

(a) use a Trade Mark outside the Territory;

(b) do or omit to do anything to diminish the rights of Company and Inmarsat in any Trade Mark or impair any registration of any Trade Mark; or

(c) use any Trade Mark as a metatag or purchase them as advertising keywords, without Company’s prior written consent.

6.6 The Customer shall, upon Company’s request from time to time, provide such assistance and information as Company shall require in order to enable it to audit the use made of the Trade Marks to enable it (or any of its licensors) to enforce its or their rights to maintain quality control thereof.

6.7 Nothing in this Terms Schedule shall entitle the Customer to use the Trade Marks as part of any corporate business or trading name or style of the Customer or to adopt the Trade Marks as domain names or as part of any URL.

6.8 No goodwill shall be deemed to pass to the Customer by virtue of its use of the Trade Marks.

7 Advertising and Promotion

7.1 The Customer may use the Trade Marks in the promotion and sale of the Products and Services.

7.2 Notwithstanding Sub-clause 4.1 above, Company shall have the right to approve all such promotional material(s) on which the Trade Marks appear and if requested by Company from time to time, the Customer shall furnish to Company all promotional material(s) prepared containing the Trade Marks prior to publication for this purpose.

7.3 Where, pursuant to Sub-clause 4.2 above, Company forms the reasonable view that the purported use of the Trade Marks, or any of them, by the Customer for advertising or promotional purposes may or will fail to adequately protect either the validity of the said Trade Marks, or the good name, goodwill and image of Inmarsat (including its affiliated companies and licensors), or Company, the Customer shall be required to make amendments to the promotional material(s) concerned to Company’s satisfaction, the approval of which by Company shall not be unreasonably withheld or delayed.

8 Ownership of the Trade Marks

8.1 The Customer acknowledges that the Trade Marks and the goodwill therein are the exclusive property of Inmarsat.

8.2 The Customer further acknowledges that all use by the Customer of the Trade Marks and all rights and goodwill attaching to or arising out of such use, shall accrue to the benefit of Inmarsat (or its affiliated companies and licensors), and the Customer shall at any time (at the request and expense of Company), whether during or after the term of this Terms Schedule, execute such assignments, assurances or other documents as shall be reasonably required by Inmarsat (or its affiliated companies and licensors), or Company to give effect to the provisions of this paragraph.

8.3 The Customer shall not make any representation or do any act that indicates that it has title in or ownership of the Trade Marks, or claim any other rights in or to the Trade Marks except as authorized by the terms of this Terms Schedule. In particular, but without limitation, the Application Provider shall not represent its use of the Trade Marks as indicating or holding out that a legal partnership arrangement exists between Inmarsat (including its affiliated companies and licensors), or Company on the one hand and the Customer on the other, or that any other relationship exists between the parties in respect to the Trade Marks other than that of licensee and sub-licensee.

8.4 The Customer shall, subject to the payment by Company of any reasonable expenses incurred thereby, render all assistance to Company as required to maintain registered trade mark protection for the Trade Marks and to enable Inmarsat (or its affiliated companies and/or licensors) to register in the Territory any of the Trade Marks not registered as at the Effective Date. Such assistance shall include, but not be limited to, providing to Company such details of the Customer’s use of the Trade Marks as Company may request, together with the execution of all documents that may be reasonably required to give effect to the provisions of this paragraph.

9 Third Party Infringement

9.1 If the Customer becomes aware of any actual or suspected infringement of the Trade Marks, or of any other unauthorized use of elements of the Trade Marks in the Territory by a third party, it shall immediately notify Company in writing, giving full particulars thereof.

9.2 This Terms Schedule expressly excludes section 30 of the Trade Marks Act 1994 (United Kingdom) as it may apply to this Terms Schedule. Inmarsat (including its affiliated companies and licensors), at its sole discretion, shall take whatever action it considers necessary in relation to any actual or suspected infringement or unauthorized use of any of the Trade Marks. If Inmarsat (including its affiliated companies and licensors) decides to take action of any kind, Inmarsat (including its affiliated companies and licensors) shall have sole control of the conduct of such action. Inmarsat (including its affiliated companies and licensors) shall bear the entire costs and expense associated with the conduct of any action and any recovery or compensation that may be awarded as a result of such action, including, but not limited to, any settlement that may be reached, shall belong solely to Inmarsat (or its affiliated companies and/or licensors).

9.3 Without prejudice to the foregoing, upon request by Company the Customer shall do, sign and execute and shall procure the doing, signing and execution of all acts, things, documents, instruments and affidavits and shall generally furnish to Company or Inmarsat (including its affiliated companies and licensors) all information, evidence and assistance, whether orally or by affidavit, as Inmarsat (including its affiliated companies and licensors) may reasonably request in connection with any actions or proceedings for infringement of the Trade Marks. The Customer acknowledges and agrees that such co- operation on the part of the Customer shall not entitle the Customer to any claim for recovery or compensation in respect thereof, and that all such recovery or compensation shall belong solely to Inmarsat (or its affiliated companies and/or licensors).

10 Infringement Action Against the Customer

10.1 The Customer acknowledges that Company and Inmarsat may not have registered the Trade Marks in all of the jurisdictions in the Territory and have not undertaken searches in respect of each trade mark constituting the Trade Marks to establish whether any party has registered or makes use of the same in every country in the Territory.

10.2 If the Customer is or becomes aware of any registered or unregistered trade mark(s) in the Territory at the commencement of, or during, the term of this Terms Schedule that conflict with the Trade Marks, the Customer shall promptly notify Company in writing of such trade mark(s).

10.3 If legal action is commenced or threatened against the Customer as a result of its authorized use of the Trade Marks, the Customer shall promptly notify Company in writing.

10.4 Upon receipt of written notice as aforesaid, the Customer shall have no authority to settle or compromise any such claim and Inmarsat (or its affiliated companies and/or licensors) shall enjoy any recovery or settlement awarded or otherwise received and shall bear any costs or settlement payments in respect thereof.

10.5 Where, in order for the Customer to continue using the Trade Marks, a license fee is levied by a third party in settlement of any alleged infringement the Customer may elect to either pay such license fee or to cease to use the Trade Marks in the Territory (or that part of the Territory where infringement has been alleged). The Customer acknowledges that if Company or Inmarsat (or its affiliated companies and/or licensors) are unable to negotiate a license or to resolve an alleged infringement, the Customer may be required to cease use of the Trade Marks in the Territory (or that part of the Territory where infringement has been alleged).

11 Disclaimers, Warranties, Liability and Indemnities

11.1 Neither Company nor Inmarsat makes any representations or warranties with respect to the existence of possible third party rights in the Trade Marks or similar marks in the Territory. Neither Company nor Inmarsat makes any representations or warranties that the use of the Trade Marks by the Customer in the Territory shall not infringe the rights of any third party or that any Trade Mark is valid, subsisting, exercisable or enforceable.

11.2 The Customer warrants that it shall use the Trade Marks only as authorized under this Terms Schedule and that it shall comply with and follow all appropriate laws, regulations, guidelines, rules and practices (including the standards of any appropriate professional association) in the Territory with respect to its use of the Trade Marks in relation to the Products and Services.

11.3 Without prejudice to Sub-clauses 6.2 and 7.4, the Customer shall indemnify and keep indemnified Inmarsat (including its affiliated companies and licensors), Company and their affiliates, assigns and successors against any and all claims (whether threatened or actual), losses, damages, liabilities, costs, penalties, fines and expenses (including, without limitation, legal expenses) resulting from or arising out of the performance or nonperformance by the Customer of this Terms Schedule, or resulting from any claim by any third party relating to the manufacture, distribution, sale, supply, advertising or use of the Products and Services bearing the Trade Marks or any of them (including product liability claims, intellectual property rights infringement claims and claims from or actions or investigations brought by any competent authority).

11.4 To the fullest extent permitted by law, Company shall not be liable to the Customer for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Customer's exercise of the rights granted to it under this Terms Schedule provided that nothing in this Terms Schedule shall have the effect of limiting any liability for death or personal injury cause by negligence or fraud.

12 Term and Termination

12.1 This Terms Schedule shall commence on the Effective Date and shall continue in force until earlier terminated by either party giving to the other not less than thirty (30) days prior written notice, or termination or expiration of the Master Agreement, whichever occurs first. If Inmarsat terminates the agreement pursuant to which Company received its authority to sub-license the Trade Marks (the “Prime License”) or if the Prime License expires, then this Terms Schedule shall also terminate or expire, as the case may be, at the same time as the Prime License.

12.2 Company may terminate this Terms Schedule without prejudice to any of its other remedies under this Terms Schedule forthwith by notice in writing to the Customer if:

(a) the Customer is in material breach of the terms of this Terms Schedule and (if remediable) fails to remedy the breach within seven (7) days of having been given notice in writing specifying the breach;

(b) an interim order is applied for or made, or a voluntary arrangement is approved, or a petition for a bankruptcy order is presented or a bankruptcy order is made against the Customer, or a receiver or trustee in bankruptcy is appointed over the Customer’s estate, or a voluntary arrangement is proposed or approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the Customer’s assets, or an undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, or if any other similar or equivalent action is taken against or by the Customer by reason of its insolvency or in consequence of debt;

(c) Company ascertains that the Customer has made any false, inaccurate or misleading

statement (either negligently, recklessly or deliberately) having, in Company’s sole opinion, a material effect on the making or executing of this Terms Schedule;

(d) there is a change in the effective control of the Customer, being a change in the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Customer, whether through ownership of shares, by contract or otherwise;

(e) the Customer takes any action that would or might invalidate or put into dispute Inmarsat’s (or its affiliated companies and/or licensors) title in the Trade Marks or any of them, or assists any other person directly or indirectly in any such action;

(f) the Customer takes any action that would or might invalidate any registration of the Trade Marks or any of them, or assists any other person directly or indirectly in any such action; or

(g) the Customer takes any action that would or might support an application to remove any of the Trade Marks from the registers of the Territory or elsewhere, or assists any other person directly or indirectly in any such action.

13 Effect of Termination

13.1 Upon the termination of this Terms Schedule for whatever reason:

(a) the license granted by Sub-clause 2.1 of this Terms Schedule shall be deemed terminated and shall immediately cease and determine but without prejudice to any right of Company or Inmarsat, including its right to sue and recover damages in respect of any previous breach by the Customer of any of the obligations, covenants and/or conditions of this Terms Schedule;

(b) the Customer shall immediately discontinue all and any use of the Trade Marks, and shall have no further right to use the Trade Marks;

(c) the Customer shall dispose of all promotional and other materials bearing or relating to the Trade Marks in accordance with Company’s instructions;

(d) the Customer shall at the request and expense of Company execute all documents necessary for cancellation of the Customer as a registered user or registered licensee; and

(e) the Customer shall, if so requested by Company, execute an assignment (at the expense of Company) in favor of Company (or such other person as Company may direct) of any goodwill in the Trade Marks as may have accrued to the Customer by reason of its use of the Trade Marks and by the Customer being connected with the Trade Marks in the course of trade.

13.2 Subject to the provisions of this Clause 10, the Customer shall do nothing after the expiry or early termination of this Terms Schedule that might lead any person to believe that the Customer is still licensed to use the Trade Marks, or is in any way connected with Inmarsat (including its affiliated companies and licensors) or Company.

14 Survival of Representations, Warranties and Indemnities

14.1 All representations and warranties in this Terms Schedule:

(a) shall survive the execution and delivery of this Terms Schedule and shall remain in full force and effect for the term of this Terms Schedule; and

(b) are and shall be given to the extent that liability under those representations and warranties shall not be confined to breaches discovered prior to the Effective Date.

14.2 Each indemnity in this Terms Schedule shall:

(a) constitute a continuing obligation of the party giving the indemnity;

(b) constitute a separate and independent obligation of the party giving the indemnity from its other obligations under this Terms Schedule; and

(c) survive the termination of this Terms Schedule.

15 Assignment

The Customer may not assign any of its rights or delegate any of its duties under this Terms Schedule to any third party without the prior written consent of Company.

16 Entire Agreement

This Terms Schedule constitutes the entire agreement pertaining to the subject matter hereof between the parties and supersedes any prior oral or written agreements between them. Any modification of this Terms Schedule shall be effective only if agreed in writing and signed by both parties.

17 Waiver

No failure or delay to enforce any provision of this Terms Schedule shall be construed as a waiver thereof or as a waiver of any other provision contained herein.

18 Notices

18.1 All notices, requests, demands, consents, approvals, agreements or communications (which for the purpose of this Clause 15 shall be defined, collectively, as a “Notice”) authorized or required to be made to or by a party under or in connection with this Terms Schedule shall be in writing, in the English language and may be given by hand or pre-paid registered and/or certified mail, reputable courier, fax or electronic mail, to the address set out above or to such other address as the parties may give written notification of from time to time.

18.2 A Notice delivered by hand at or before 4:30 pm on a Business Day shall be deemed to have been given on that day, or in any other case of hand delivery, shall be deemed to have been given at 9:30 am on the next Business Day following the day of delivery.

18.3 A Notice sent by pre-paid registered and/or certified mail or courier shall be deemed to have been received upon delivery of such to the address provided on the first page of this Terms Schedule, or to such other address as may be provided by notice sent in accordance with this paragraph.

19 Severance

If any provision of this Terms Schedule is held to be illegal or unenforceable, the validity and enforceability of the remainder of this Terms Schedule shall not be affected by that illegality or unenforceability.

20 Counterparts

This Terms Schedule may be executed in counterparts, each of which shall be deemed an original.

21 Governing Law and Jurisdiction

This Terms Schedule and any matter relating thereto shall be governed, construed and interpreted in accordance with the laws of the province of Ontario, Canada (excluding its conflicts of laws provisions), and the courts of that Province shall have exclusive jurisdiction over all matters arising hereunder. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention, 1980). The parties hereby submit to the exclusive jurisdiction of the courts of the province of Ontario for the determination of any question or dispute arising out of, under, or in connection with this Terms Schedule.

EQUIPMENT EXHIBIT A

ORBCOMM Party (Equipment Provider): SkyWave Networks LLC

Territory: The Territory shall mean the entire world; provided, however, that the Territory shall be limited to, from time to time during the term of this Agreement, those jurisdictions within the Territory where ORBCOMM, its Affiliates, its licensees and their agents and country representatives have obtained and properly maintained all Permits. A current list of such jurisdictions within the Territory shall be made available by ORBCOMM to Application Provider upon Application Provider’s written request pursuant to the notice provisions herein.

Special Terms and Conditions Applicable: MWAPA Equipment Sale

http://www.orbcomm.com/uploads/files/PDF/Special_Terms_and_Conditions_-_IsatData_Pro.pdf

Annexure 3

Service Activation Agreement

In order to activate and use the CODAN Convoy Service, you accept all terms and conditions contained within the entire Agreement found at https://codancomms.com/about/our-policies on this ___ day of <Month>, <20__>. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions.

1. 1. Definitions

As used in this Agreement: “CODAN” or “We,” and the terms “us” or “our” refer collectively to CODAN, which means Codan Limited A.C.N. 007 590 605 of Technology Park, 2 Second Avenue, Mawson Lakes, South Australia, 5095 Australia. “User” or “You” means the individual person, company or legal entity or its employees, representatives, consultants, contractors or agents who are authorized to use the Service. “Service” means the CODAN Convoy service, provided by CODAN, to which You are being granted access under this Agreement. “Agreement” means the contract between CODAN and You as described in clauses 1.4 and 1.6 of the ‘Standard Terms and Conditions of Supply – CODAN Convoy’. “Term” means the contract term for which access is granted by CODAN to the Service.

2. 2. Privacy, Security and Data Sharing Policies

2.1. You agree to “Special Conditions Orbcomm Application Provider Agreement – Annexure B / Carrier Exhibit A / Section 9 Data Protection” as found at https://codancomms.com/about/our-policies.

3. 3. License Grant

CODAN hereby grants you a non-exclusive, non-transferable, right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CODAN.

4. 4. Use Guidelines & Restrictions

4.1. You may use the Service only in accordance with the terms and conditions found at https://codancomms.com/about/our-policies

4.2. You are responsible for all activity occurring under your accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.

5. 5. Notices

Any notice or order provided for in this Agreement shall be considered as having been given if (i) mailed by certified mail postage prepaid, upon delivery, (ii) sent by reputable international courier service, upon delivery, (iii) delivered by hand, upon delivery, or (iv) if sent by email, when received as follows:

To You:

Administrative Contact

Name: _______________________________________

Phone: _______________________________________

Email: _______________________________________

Fax: _______________________________________

Address: _______________________________________

To CODAN:

Administrative Contact

Name: _______________________________________

Phone: _______________________________________

Email: _______________________________________

Fax: _______________________________________

Address: _______________________________________

Notice can contain critical data including, but not limited to, the following:

  • service cancellation
  • service changes
  • credentials
  • billing
  • legal notices, information or updates.

6. 6. Charges and Fees

6.1 Fees. You agree to pay Codan for Hardware and Services in accordance with this Agreement.

6.2 Invoices. If an invoice is undisputed, You shall pay in accordance with the stated terms as negotiated and documented on the invoice.

6.3 Overage. If you exceed the total pooled amount of purchased data for the cellular or satellite service for a billing period (month), You agree that overage fees will apply and be due immediately. Cellular and satellite overage fees will be billed at current rates as determined by Codan.

Select ‘Yes’ to confirm overage applies to your account and You agree to pay them if they occur; or select ‘No’ to ensure a discontinuation of service when data thresholds are met.

Yes _____ No _____

Overages

Part number Description AUD USD Purchased (y/n)
20-00010-001 Overage, cellular , 1MB $4.75 $3.50
20-00010-001 Overage, Satellite, 1KB $2.00 $1.50
NOTES:

1. The pooled data will be calculated as sum of all data for all assets on the account.

2. If overages are disabled and the pooled data are exceeded for a current billing period, the respective service will be suspended until the next month billing period starts.

3. Automated email notifications on pooled data usage will be generated and sent to the email address, provided by You in this Agreement (e.g. 50% usage, 75% usage, etc.).

4. You can request enabling or disabling overages for a given billing period (month) by sending an email request to Convoy.Support@codancomms.com. Codan might charge an Administration fee for such requests.

5. The overage invoices might take several month to process before they will be sent to You by Codan.

6.4 Service Package. Each individual product will have an associated service package. You have selected the following package:

Available Service Package Part Numbers and Pricing

Part number Description AUD USD Purchased (y/n)
20-00201-012 Service pkg, 5MB Cell/10KB Sat - 12mth $708.00 $528.00
20-00201-024 Service pkg, 5MB Cell/10KB Sat - 24mth $1,416.00 $1,056.00
20-00201-036 Service pkg, 5MB Cell/10KB Sat - 36mth $2,124.00 $1,584.00
20-00201-012 Service pkg, 5MB Cell/20KB Sat - 12mth $840.00 $624.00
20-00201-024 Service pkg, 5MB Cell/20KB Sat - 24mth $1,680.00 $1,248.00
20-00201-036 Service pkg, 5MB Cell/20KB Sat - 36mth $2,520.00 $1,872.00
20-00201-012 Service pkg, 5MB Cell/30KB Sat - 12mth $936.00 $696.00
20-00201-024 Service pkg, 5MB Cell/30KB Sat - 24mth $1,872.00 $1,392.00
20-00201-036 Service pkg, 5MB Cell/30KB Sat - 36mth $2,808.00 $2,088.00
20-00201-012 Service pkg, 5MB Cell/70KB Sat - 12mth $1,032.00 $768.00
20-00201-024 Service pkg, 5MB Cell/70KB Sat - 24mth $2,064.00 $1,536.00
20-00201-036 Service pkg, 5MB Cell/70KB Sat - 36mth $3,096.00 $2,304.00
20-00201-012 Service pkg, 5MB Cell/100KB Sat - 12mth $1,248.00 $936.00
20-00201-024 Service pkg, 5MB Cell/100KB Sat - 24mth $2,496.00 $1,872.00
20-00201-036 Service pkg, 5MB Cell/100KB Sat - 36mth $3,744.00 $2,808.00

6.5 Cancellation of Service. Violation of the Use Terms and Guidelines will result in a cancellation of service. In all instances fees are non-refundable.

6.6 Billing Address. All invoices and billing will be directed to the following contact and address:

Name: _______________________________________

Phone: _______________________________________

Email: _______________________________________

Fax: _______________________________________

Address: _______________________________________

7. 7. Service Term

7.1 Term. The term ("Term") of this service shall commence on the start date and shall continue for a period of <insert duration based on package selected> for all products and services listed in Section 8. Active Products.

Start Date: ____________________________

End Date: ____________________________

NOTE: The start date shall be within 12 months of the Service Activation Agreement sign date. When the Start Date is not known upfront, You should provide an estimated Start Date and make a note that You will inform Codan on Convoy.Support@codancomms.com the exact date when the service shall be activated for all installed assets. The 12 months activation period can be extended in exceptional circumstances at Codan discretion.

7.1 Modem Activation/Deactivation. Codan will activate the modems at the start of the service term and deactivate them at the end.

8. 8. Active Products

Products covered under this Agreement, each with their own individual service package selected in Section 6.4, total:

Part Number_______________ x __________.

9. 9. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CODAN represents and warrants that it will provide the Service on a best efforts basis. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service.

10. 10. Exclusions and Limitations of Liability

Refer to Standard Terms and Conditions of Supply – Codan Convoy – Section 8 Exclusion and Limitations of Liability found at https://codancomms.com/about/our-policies

IN WITNESS WHEREOF the parties hereto have executed this Agreement with effect from the day and year first above written.

Codan Limited

by its authorized signatory:

____________________________ _______________

Name, Title

Customer Name

by its authorized signatory:

____________________________ _______________

Signature

____________________________ _______________

Name, Title