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SMS CONNECT SERVICE LEVEL AGREEMENT

Interpretation

1.1. In this agreement, unless the context clearly indicates a contrary intention, the words defined below shall have the following meanings assigned to them, and similar expressions shall bear corresponding meanings

1.2. “Activation” means the date on which the first SMS is sent by Mobile EDGE under this Agreement

1.3. “the\this agreement” means the agreement set out herein together with the application form, and or any other document attached thereto;

1.4. “Application Form” means the order or application form section of this agreement to which these terms and conditions are attached or printed overleaf;

1.5. “Charges” means the monthly service charges, usage charges and other charges pertaining to the provision of the product and any other services however so described by Mobile EDGE to the Subscriber, as advised from time to time;

1.6. “Mobile EDGE” means Mobile EDGE Solutions Limited;

1.7. “GSM” means Global System for Mobile Communications as defined in the European Technical Standards Institute structure of specifications from time to time;

1.8. “a Month” means a period which commences at 0h00 on a particular date (determined by Mobile EDGE from time to time) of a calendar month and shall endure until 23h59.59 on the day before that particular date in the following calendar month;

1.9. “Monthly Subscription Fee” means the monthly charges for being connected to the system as set out in the charges;

1.10. “Renewal Period” is twelve (12) months from the date of Activation;

1.11. “Service” means the service offered by Mobile EDGE which facilitates the sending of SMS messages from the Subscriber to certain numbers supplied by the Subscriber;

1.12 “SMS” means Short Message Service as defined in the GSM standards from time to time;

1.13. “Software” or “SMS CONNECT” means the computer software package offered by Mobile EDGE and all its functionalities;

1.14. “Subscriber” means the Subscriber identified in the Application Form;

1.15. “SLA” means service level agreement

1.16 “SMS Route” refers to the telecommunications path that a message takes to be delivered to a user’s handset.

1.17. The clause headings in this agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

1.18. This agreement shall be governed by and construed and interpreted in accordance with the law of Jamaica;

Mobile Services

2.1. Subject to the terms and conditions of this Agreement, Mobile EDGE agrees to provide subscriber with the services defined and described in Addendums entered in under this Agreement.

2.2. An Addendum may be:

2.3. Attached to this Agreement when it is executed; or

2.4. Entered into from time to time by agreement in writing between the parties.

2.5. Thus, from time to time, the parties may mutually agree to add or remove services from, or to vary the terms and conditions of, this Agreement by executing an Addendum to this agreement.

2.6. For the avoidance of doubt, only those services specified in Addendum(s) that are entered into between parties shall be included under this Agreement.

2.7. In the event that it is to cease providing a service, Mobile EDGE may remove that

Service by giving at least thirty (30) days written notice thereof to Subscriber.

Such a notice shall be deemed to remove the relevant Service from any Addendum pursuant to which Mobile EDGE supplies the relevant service on the expiry of the notice given by Mobile EDGE. Subscriber shall access the Mobile EDGE

Platform in accordance with the technical requirements, specifications, and instructions issued (and modified) by Mobile EDGE from time to time. Subscriber shall ensure that such technical requirements, specifications and instructions are complied with at all times.

Commencement and Termination

This Agreement shall subsist initially for an initial term of 12 months. This initial term shall end on the date which is the day before the one-year anniversary of the date of Activation and shall be automatically renewable for an unlimited number of 12-month renewal periods, unless terminated in accordance with the following provisions:

3.1 by the Subscriber or Mobile EDGE giving to the other THREE (3) calendar months’ notice, in writing.

3.2 Either party shall be entitled to terminate this Agreement forthwith, by notice in writing, in the event that the other party is in breach of a term of this Agreement and such breach has not been remedied within twenty-one (21) days of the date of the receipt of notice of the breach.

3.3 In the event that Mobile EDGE terminates this Agreement pursuant to Clause 3.2, the Subscriber shall be liable to pay to Mobile EDGE on demand and the sum which represents the contract pro-rated to the period for which the Agreement has been performed by Mobile EDGE and Mobile EDGE shall refund any advance payment made by the Subscriber.

3.4 In the event that the Subscriber terminates this Agreement pursuant to Clause 3.2, then Mobile EDGE shall be liable to pay to the Subscriber on demand, any sum which may have been paid in advance pro-rated to the period for which Mobile EDGE has not fulfilled its obligations under this Agreement.

3.5 Notices should be given in writing and delivered during office hours to the Party’s business address or via electronic mail to the authorized email address in the Application Form.

Setup & Charges

4.1 Whilst Mobile EDGE will make every reasonable effort to meet the date of Activation agreed by the parties, it is recorded and agreed that such date is a provisional date only and Mobile EDGE shall not be responsible or liable for any damages (including consequential damages), costs or expenses whatsoever which the Subscriber may incur or suffer if the setup is not completed on that date unless such delay was solely and directly attributable to an act or omission of Mobile EDGE.

4.2 The Subscriber shall allow Mobile EDGE or its approved representative to carry out such work as is necessary to effect setup and indemnifies Mobile EDGE, its members, employees, agents of approved representatives against all damages, costs and expenses incurred or suffered by such entities in doing so as well as any claims of whatsoever nature that the Subscriber may have against Mobile EDGE as a result thereof, except for damages, costs and expenses caused by or flowing from the gross or wilful negligent acts or omission by Mobile EDGE’s members, employees or agents of its approved representatives.

4.3 Upon setup of the relevant system to offer the Service, compulsory training will be given by a representative from Mobile EDGE for a period of approximately two (2) hours to the Subscriber. Should further training be required, the Subscriber must request same from Mobile EDGE and Mobile EDGE’s standard charges will apply.

4.4 Setup and training shall be confirmed at least 48 hours before the date of Activation. Failure to comply will result in rescheduling the installation and training; where Mobile EDGE will not be liable for any inconveniences caused to the Subscriber.

4.5 Setup as per the Application Form will apply.

4.6 The Subscriber’s first payment shall include the cost of setup, training and the first quarter’s Subscription Fee.

4.7 The Subscriber shall pay to Mobile EDGE the Subscription Fees as referred to in the Application Form.

4.8 Mobile EDGE reserves the right to increase its prices on giving 21 days’ notice in writing, such increases to be effective for the relevant start of the relevant term of this Agreement. However, if the Subscriber does not agree with Mobile EDGE’s proposed price increase then, notwithstanding clauses 2.1 and 2.2 above, the Subscriber may, within 14 days of receiving Mobile EDGE’s notice under this clause, terminate this agreement forthwith by giving notice in writing and all monies owed to the date of termination shall be paid to Mobile EDGE and the agreement shall stand terminated.

Payment

5.1 All Subscription Fees will be charged monthly at the beginning of each month, unless subscribed to post-paid billing.

5.2All subscription fees are payable to Mobile EDGE in advance without deduction or set off for any reason whatsoever, unless agreed by Mobile EDGE or mandated by law.

5.3 Under no circumstances shall the Subscriber be entitled to withhold or defer payment of any amounts due to Mobile EDGE in terms of this agreement save as provided for in clause 4.2.

5.4 In the event that overdue payments due by the Subscriber to Mobile EDGE exceed 45 days, such amounts shall, without prejudice to Mobile EDGE’s rights, bear interest at the prime overdraft rate as levied by NCB Bank from time to time and Mobile EDGE shall be entitled, without judgment or order of court, to remotely suspend usage until payment is made.

5.5 All costs in this agreement will attract standard G.C.T charges.

Connectivity

6.1 All communication is transmitted via the internet.

6.2 The onus of connecting to the Internet Service Provider to facilitate delivery of the Service and Software access rests with the Subscriber and the Subscriber shall bear all costs associated therewith.

6.2 It is the Subscriber’s responsibility to ensure that it possesses the hardware and operating system (the minimum system requirement) necessary to access the Software and interfaces offered by Mobile EDGE as part of the Service.

6.3 Mobile EDGE is not responsible for the operations of the cellular network used by the Subscriber’s clients to receive and respond to messages.

Security & Confidentiality

7.1 Mobile EDGE shall have the right to take whatever action and to implement whatever measures it may deem necessary to protect the confidentiality, security and integrity of the Software and the data of its subscribers.

7.2 The Subscriber's licensed use of the Mobile EDGE Software is subject to the following restrictions and limitations:

7.2.1 Subscriber shall not copy, adapt, translate, change, customize, enhance, augment, partially delete or alter, or otherwise modify the Software or documentation relating to the Software in any manner or to any extent whatsoever, whether in whole or in part;

7.2.2 Subscriber shall not decompile, disassemble or otherwise reverse engineer the Software;

7.2.3 The Subscriber and any of its employees or agents obtaining access to the Service will not transmit harassing, abusive, libellous, illegal or deceptive messages or information.

7.3 The Parties each (the “Confidee”) undertake on behalf of themselves and their employees, agents and permitted subcontractors that they will keep confidential and will not use for their own purposes (other than fulfilling their obligations under this Agreement) nor without the prior written consent of the other disclose to any third party any information of a confidential nature relating to the other (the “Confidor”), including (without limitation) any trade secrets, confidential or

proprietary technical information, trading and financial details, the Subscriber’s customers and account information and any other information of commercial value, which may become known to the Confidee under or in connection with this Agreement (“Confidential information”). This Clause shall not apply to any such information which the Confidee can show is public knowledge or was already known to it at the time of disclosure (without restriction as to disclosure or use) or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the Confidee’s possession from a third party who was not restricted from disclosing it. If an administrative body or a court under proceedings asks for such information, the Parties shall contact each other in order to limit together possible adverse effects of such disclosure. Each party shall return to the Confidor all confidential information of the Confidor that it holds in written or tangible form or on any media on the termination of this Agreement. The terms of this Clause shall survive the expiry or earlier termination of this Agreement.

7.4 The terms and conditions of this Agreement, including, but not limited to, any information relating to the Charges or other sums by either party to the other pursuant to this Agreement, shall constitute Confidential Information of both parties for the purposes of Clause 6.3.

7.5The Parties acknowledge and agree that, in the event of a breach or threatened breach by any Party of any provision of Clause 6.3, the other Party will have no adequate remedy in money or damages and, accordingly, shall be entitled to seek an injunction against such breach from any court of law accepting jurisdiction.

SMS Service

8.1 A service under which (a) an access to the Mobile EDGE Platform is granted to Subscriber; (b) Subscriber develops its interface to the Mobile EDGE Platform, and manages its connection to the Mobile EDGE Platform, in accordance with the Specifications, for the purpose of Subscriber sending SMS-MT to Mobile users; as per service details outlined in Appendix A.

Support Services

9.1. Subject to Subscriber meeting its obligations under this Agreement, Mobile EDGE will use reasonable skill and care in the provision to Subscriber of Support Services according to the Support Plan outlined in Appendix A; in consideration of Customer making payment of the charges specified in the Support Plan.

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Signed by Mobile EDGE Solutions
Signed On: June 30, 2021

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October 7, 2019 4:23 pm EST

SMS CONNECT SERVICE LEVEL AGREEMENT Uploaded by Mobile EDGE Solutions - sales@getmobileedge.com IP 63.143.95.98