MOBILE BROADBAND SERVICE UK NETWORK INCLUDING INTERNATIONAL PLANS - The use of the Mobile Broadband Network A is subject to the Terms and Conditions in the Service Order for Mobile Broadband Network A.

n of this agreement, and will result in immediate termination of the service.

CANCELLATION POLICY -  iRoam requires a 30 day written notice for cancellation. The customer is responsible to pay full amount for the month in which the cancellation was processed.

Service Order for Mobile Broadband Service U.S. Network A (“Service Order”)

Mobile Broadband Terms and Conditions

Privacy and Security of the Mobile Broadband Service U.S. Network A. Customer acknowledges neither iRoam nor its suppliers can guarantee the privacy or security of any transmission, including conversations, utilizing data transmitted through the use of the Mobile Broadband Service U.S. Network A. The Mobile Broadband Service U.S. Network A is capable of being intercepted without knowledge of or permission from iRoam, Customer or a User by unauthorized third parties possessing certain types of devices or equipment.

Mobile Broadband Cards and Technical Requirement

Service Availability

Changes to Fees and Other Charges

iRoam reserves the right to offer new Mobile Broadband Cards at pricing and terms separate from the pricing for Mobile Broadband Cards available as of the Service Order Effective Date. iRoam will endeavor to provide existing Mobile Broadband Cards while supplies last. Customer hereby acknowledges and agrees that iRoam may change the monthly service fees set forth in Part H above as follows: (i) for changes to monthly service fees for Mobile Broadband Cards purchased prior to the date of such change, iRoam will provide thirty (30) days written notice to Customer. If the change in monthly service fees is materially adverse to Customer, Customer may terminate this Service Order after receipt of such notice by providing thirty (30) days written notice to iRoam. If iRoam does not receive written notice within this thirty (30) day period, Customer shall be deemed to have accepted such changes. (ii) changes to the monthly service fees will apply to all orders for Mobile Broadband Cards submitted after the effective date of such changes.

Fraudulent Usage

Customer shall not assist or participate in any Fraudulent Usage. Customer shall comply with and adhere to the current fraud policy and procedures, as may be modified from time to time, a copy of which is attached hereto as Exhibit 1 (the “Fraud Policy”). iRoam reserves the right to modify its Fraud Policy at any time, upon notice to Customer, or to introduce or implement fraud reduction activities, but is under no obligation to introduce, implement or maintain the Fraud Policy or any other fraud detection or reduction activities/programs.

Warranty; Disclaimer of Warranty

iRoam shall, to the extent permitted, pass through to Customer any warranties provided to iRoam by the manufacturer of the Mobile Broadband Cards purchased by Customer hereunder. THE MANUFACTURER'S WARRANTY PASSED THROUGH BY iRoam TO CUSTOMER HEREUNDER, IF ANY, SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER iRoam NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE MOBILE BROADBAND NETWORKS OR MOBILE BROADBAND SERVICE U.S. NETWORK A, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. THIS SECTION SHALL APPLY TO CUSTOMER AND ANY OF CUSTOMER'S USERS.

Indemnity

Customer may not use the Mobile Broadband Service U.S. Network A to engage in any activity which results in or causes: (i) any libel, slander, or infringement of copyright arising from the material transmitted over the Mobile Broadband networks by Customer or its Users, (ii) any infringement of copyrights, patents or intellectual property rights arising from combining or using apparatuses or systems with the Mobile Broadband Network by Customer or by a User, if Customer knew or should have known of such infringements by such User, or (iii) a violation of the service use restrictions set forth in the Agreement. Customer hereby indemnifies and holds harmless iRoam from, any and all damages, claims, actions, losses, and other expenses (including reasonable attorneys' fees) (“Losses”) that may arise out of a violation of any of the foregoing. The rights of iRoam under this section are independent of, and in addition to, such rights and remedies as iRoam may have at law or in equity or otherwise, including the right to seek specific performance, rescission, or restitution. Customer shall defend, indemnify, and hold harmless iRoam, its affiliates and subsidiaries and each of their respective officers, directors, employees and agents from and against any and all claims, demands, proceedings, actions, liabilities, losses, damages, costs or expenses of any kind (including reasonable attorneys' fees and disbursements) incurred or sustained as a result of, or arising out of, or relating to any actions taken by iRoam regarding the Mobile Broadband Cards at the request of, and consistent with, instructions provided by Customer.

Limitation of Liability

NO LIABILITY. (A) UNDER NO CIRCUMSTANCES WILL IROAM OR ITS SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER OR ANY USER FOR ANY CAUSES OF ACTION, LOSSES OR DAMAGES ARISING OUT OF: (I) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, OR DEFECTS IN FURNISHING THE MOBILE BROADBAND SERVICE U.S. NETWORK A (OTHER THAN FOR CREDITS FOR OUTAGES AS DESCRIBED IN PART N); (II) FAILURES OR DEFECTS IN SUPPLIERS' MOBILE BROADBAND NETWORKS; OR (III)FAILURE OF IROAM' SUPPLIERS TO MAINTAIN PROPER STANDARDS OR MAINTENANCE AND OPERATION OF THE FACILITIES OR SYSTEMS OR TO EXERCISE REASONABLE SUPERVISION WITH RESPECT TO THEIR MOBILE BROADBAND NETWORKS. (B) UNDER NO CIRCUMSTANCES WILL IROAM HAVE ANY LIABILITY TO CUSTOMER OR ANY USER FOR: (I) FAILURE TO DELIVER MOBILE BROADBAND CARDS WITHIN A SPECIFIED TIME PERIOD; (II) AVAILABILITY AND/OR DELAYS IN DELIVERY OF MOBILE BROADBAND CARDS; (III) PERFORMANCE (OR FAILURE TO PERFORM) OF MOBILE BROADBAND CARDS USED BY CUSTOMER HEREUNDER; (IV) DISCONTINUATION OF MOBILE BROADBAND CARDS, MOBILE BROADBAND CARD LINES, OR ANY PART THEREOF INCLUDING ANY CHANGES IN THE OPERATIONS, EQUIPMENT, PROCEDURES, OR MOBILE BROADBAND SERVICES OF IROAM' SUPPLIERS WHICH RENDER OBSOLETE ANY MOBILE BROADBAND CARD OR SOFTWARE PROVIDED BY CUSTOMER TO USERS IN CONJUNCTION WITH USE OF THE MOBILE BROADBAND SERVICE U.S. NETWORK A, REQUIRE MODIFICATION OR ALTERATION OF SUCH MOBILE BROADBAND CARDS, CUSTOMER EQUIPMENT OR SOFTWARE, OR OTHERWISE AFFECT THE PERFORMANCE OF SUCH MOBILE BROADBAND CARDS, EQUIPMENT OR SOFTWARE; OR (V) CANCELLATION OF ANY ORDERS. (C) iRoam SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY OR HOLD HARMLESS CUSTOMER, ITS AFFILIATES OR THEIR RESPECTIVE CUSTOMERS FROM AND AGAINST ANY CLAIM, DEMAND OR CAUSE OF ACTION, INCLUDING ANY DAMAGES, COSTS OR EXPENSES INCURRED BY CUSTOMER, ITS AFFILIATES OR THEIR RESPECTIVE USERS IN CONNECTION WITH, ARISING FROM OR RELATING TOTHE ACTUAL OR ALLEGED MOBILE BROADBAND CARD LIABILITY OR VIOLATION OR INFRINGEMENTOF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY BELONGING TO ATHIRD-PARTY BY THE MOBILE BROADBAND CARDS. CUSTOMER'S, ITS AFFILIATES' AND THEIRRESPECTIVE USERS' SOLE AND EXCLUSIVE REMEDY RELATING TO THIS AGREEMENT AND/OR MOBILE BROADBAND CARDS SHALL BE THE REMEDY, IF ANY, AFFORDED BY THE MANUFACTURER OFSUCH MOBILE BROADBAND CARDS TO SUCH PARTIES.

LIMITATION OF LIABILITY. IN NO EVENT SHALL IROAM BE LIABLE TO CUSTOMER OR ITS USERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, OR FOR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND ARISING OUT OF OR IN CONNECTION WITH THIS SERVICE ORDER (INCLUDING THE SALE OF MOBILE BROADBAND CARDS) OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF IROAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION. THE ONLY LIABILITY IROAM WILL HAVE WITH RESPECT TO ANY DAMAGED MOBILE BROADBAND CARDS, DEFECTIVE MOBILE BROADBAND CARDS, AND/OR MOBILE BROADBAND CARDS ERRONEOUSLY SHIPPED WILL BE THE RETURN RIGHTS DESCRIBED HEREIN. EVEN IF THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL iRoam' ENTIRE LIABILITY (IN TORT, CONTRACT, WARRANTY, INFRINGEMENT OR OTHERWISE) TO CUSTOMER EXCEED THE PURCHASE PRICE ACTUALLY PAID BY CUSTOMER FOR THE MOBILE BROADBAND CARDS THAT GIVE RISE TO THE DISPUTE, OR ANY DEFECTIVE PORTION THEREOF, WHICHEVER IS THE LESSER AMOUNT. THIS PROVISION SHALL SURVIVE THIS AGREEMENT.

A. Outages
Subject to the terms set forth herein, a credit allowance will be made, at Customer's request, in the form of a pro rata adjustment of the recurring charges billed by iRoam for a period of total Mobile Broadband Service U.S.Network A outage that exceeds twenty-four (24) consecutive hours per month. Such credit allowance shall be

Customer's sole remedy and compensation for any such outage. For other than a total outage, a credit allowance will only be given to Customer for Users who are unable to use the Mobile Broadband Service U.S. Network A due to a service -affecting interruption in excess of twenty-four (24) consecutive hours. In the event a User is affected by such interruption for a period of less than twenty-four (24) continuous hours, no such adjustment shall be made. No adjustments shall be allowed for accumulating periods of un-continuous interruption. Customer's request for credit must be received by iRoam through email within five (5) business days of the outage. The credit allowance for a Mobile Broadband Service U.S. Network A outage will be computed by dividing the duration of the service- affecting interruption (measured in days from the time the interruption is reported to and confirmed by iRoam) by the number of days in the affected month, and multiplying the result by iRoam's monthly recurring charges for each interrupted MDN. In no case shall the credit exceed the recurring charges for that month. No other liability shall attach to iRoam as a result of such interruption to service. No credit allowance will be given for interruptions caused by the negligence or willful act of the Customer or Users, for power outages or other occurrences considered force majeure, or for interruptions caused by failure of equipment or service not provided by iRoam.

B. Suspension of Service and/or Discontinuation of Service
If Customer or one or more Users interferes, permits or causes interference with the Mobile Broadband Networks, or the use of an MDN assigned to a User, or uses the Mobile Broadband Service U.S. Network A in violation of the Restrictions on Use set forth in Part E, iRoam or its suppliers may suspend the Mobile Broadband Service U.S. Network A to such User(s) upon discovery of any such abuse by a User or from a MDN. iRoam will notify Customer promptly after suspending the Mobile Broadband Service U.S. Network A. In the event the interference is caused by, or suspected to be caused by, a User, Customer shall immediately require the User to cease from engaging in such act(s) of interference. To the extent such interference continues despite the above, iRoam shall have the right to discontinue Mobile Broadband Service U.S. Network A to that User or the MDN assigned thereto, and iRoam shall provide Customer with written notification of such discontinuance immediately thereafter. Customer shall assist iRoam in taking all actions necessary to prevent further interference.

C. Cancellation or Termination of Services for Mobile Broadband Cards
Early Termination of Services for Mobile Broadband Cards. Each Mobile Broadband Card has a Committed Service Term. If Customer elects to terminate the Services for a Mobile Broadband Card prior to the end of a Committed Service Term for any reason, then iRoam will invoice, and Customer agrees to pay, an early termination fee of $175 per Mobile Broadband Card. It is agreed that iRoam's damages if the Mobile Broadband Service is canceled shall be difficult or impossible to ascertain; thus, the provisions of this Section are intended to establish liquidated damages in the event of cancellation and are not intended as a penalty.

Term and Termination

Term of the Service Order. The term of this Mobile Broadband Service U.S. Network A Service Order will continue in full force and effect for the longer of: (1) the Term set forth in the Agreement, or (2) the end of the final Committed Service Term under this Service Order. Customer may elect to terminate or cancel this Service Order prior to the end of the term of the Service Order upon written notice to iRoam. Upon receipt of notice of termination, iRoam will terminate the Mobile Broadband Service for all Mobile Broadband Cards in use by Customer. In such an event, early termination fees of $175 per Mobile Broadband Card will apply for all Mobile Broadband Cards cancelled prior to the end of their Committed Service Term. The termination or cancellation will take effect at the end of a calendar month if iRoam receives notice at least ten (10) days prior to the end of the month, or at the end of the next full calendar month if iRoam receives notice with less than ten (10) days remaining in a month. For example, if iRoam receives Customer's notice of cancellation on March 25th, the Mobile Broadband Service U.S. Network A Service Order will continue through the end of April and the cancellation will take effect on April 30th. In the event iRoam' suppliers terminate or cancel their agreements with iRoam for access to their Mobile Broadband networks, iRoam reserves the right to terminate Customer's Mobile Broadband Service U.S. Network A without penalty or liability to Customer. iRoam will endeavor to provide as much advance written notice to Customer regarding any cancellation of the Mobile Broadband Service U.S. Network A.

Termination of the Agreement. In the event that the Agreement is terminated or expires prior to the completion of the Committed Service Term(s) for any Mobile Broadband Cards, the Term of the Agreement will be automatically extended through the end of the final Committed Service Term solely for the purposes of providing and receiving the Mobile Broadband Service U.S. Network A described in this Service Order, and the terms and conditions in the Agreement which by their nature should survive termination, shall survive for these limited purposes.

Notices. Termination or cancellation will take effect at the end of a calendar month if iRoam receives notice at least ten (10) days prior to the end of the month, or at the end of the next full calendar month if iRoam receives notice with less than ten (10) days remaining in a month. For example, if iRoam receives Customer's notice of cancellation on March 25th, the Mobile Broadband Service U.S. Network A Service Order will continue through the end of April and the cancellation will take effect on April 30th.

Additional Terms and Conditions

Purchase Orders. This Agreement and the terms and conditions of each invoice shall control and prevail over any contrary terms in Customer's purchase order. Customer issued purchase orders are not permitted to modify or augment the terms of this Service Order.

Force Majeure. iRoam shall not be responsible for delays in deliveries due to events of force majeure, including, but not limited to, fire, flood, tornado, hurricane, earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic, quarantine restriction, delay in transportation, labor shortage or strikes, materials or manufacturing facility shortage, accidents, boycott, embargo or any act or regulation of government or governmental authority and other contingencies beyond iRoam' control resulting in impossibility or delay of performance of iRoam.

Third Party Beneficiaries. Customer shall not be deemed a third party beneficiary of any contract between iRoam and iRoam' suppliers.

Fraudulent Usage

1. Definitions
“Fraudulent Usage” with respect to the use of Mobile Broadband Service U.S. Network A shall include, but not be limited to, the following: (i) accessing, altering or interfering, or attempting or assisting another to access, alter or interfere with the communications equipment and/or information of iRoam, any Customer or User by rearranging, tampering or making any unauthorized connection with any supplier network or equipment or Mobile Broadband Card, or using any scheme, false representation or false credit devices, or by, or through, any other fraudulent means or devices whatsoever, (including, without limitation, cloning fraud and the alteration, modification or other change to Mobile Broadband Cards which would be viewed by the network as the provision of Mobile Broadband Service U.S. Network A to two Mobile Broadband Cards through one number); (ii) using the Mobile Broadband Service U.S. Network A in such a manner so as to interfere unreasonably with the use of Mobile Broadband network or use of the Mobile Broadband services by other parties; (iii) using the Mobile Broadband Service U.S. Network A to convey information of a nature or in such a manner that renders such conveyance unlawful or to convey information found to be unlawful, including, but not limited to, a finding that such language was foul, profane, obscene, salacious or prurient, or to impersonate another person with fraudulent or malicious intent, or for any purpose in violation of the law, or in such manner as to interfere unreasonably with the use of iRoam Service by any other Customer or User; and/or (iv) any other unauthorized, wrongful or misappropriated use of iRoam Service (including, without limitation, subscription fraud and Cloning Fraud) on an MDN assigned to Customer, whether or not such MDN is currently active and whether such use is by the Customer or one of its Users.
“Corrective Action” refers to the following actions to be taken (by either Customer or, pursuant to this exhibit, iRoam) with respect to a MDN assigned to Customer and on which Fraudulent Usage is suspected or has been detected, including, but not limited to, investigating each occurrence, changing the MDN/ESN combination, removing roaming capability and disconnecting or suspending the MDN.

2. Notification of Fraudulent Usage - Customer acknowledges that iRoam may become aware of suspected Fraudulent Usage occurring in connection with a MDN assigned to Customer and iRoam will use commercially reasonable efforts to notify Customer promptly of such suspicions. Customer shall analyze, investigate and take corrective action to resolve and prevent further Fraudulent Usage from occurring.

3. Prevention of Fraudulent Usage - Customer shall actively participate and cooperate with iRoam in the implementation of new and existing iRoam fraud prevention tools, including, but not limited to, authentication, roaming restrictions, use of personal identification MDNs (“PIN”) codes and brownouts. If Fraudulent Usage occurs or is suspected by Customer on a MDN assigned to Customer, Customer shall promptly analyze, investigate and take Corrective Action to resolve and prevent further Fraudulent Usage from occurring. If Customer fails to take Corrective Action to resolve the Fraudulent Usage and iRoam, in its sole discretion, determines that the ongoing Fraudulent Usage adversely affects iRoam' ability to provide the Mobile Broadband Service U.S. Network A, iRoam may take Corrective Action.

4. Liability for Fraudulent Usage - Customer shall be financially responsible for all Fraudulent Usage and Customer acknowledges that it is not eligible for any credits for Fraudulent Usage, including, but not limited to, cloning fraud.
 

Service Order for Mobile Broadband Service UK & International (“Service Order”)

A.Introduction & Service Description

 B.Definitions

“Authorized User” means an employee, contractor or other person authorized by Customer to use the iRoam Mobile Broadband Service – UK.“Fraudulent Usage” has the meaning set forth in Exhibit 1, attached hereto.
“iRoam Portal” means the secure website accessible through http://portal.iroam.com  where Customer may obtain information about the Mobile Broadband Service - UK, other iRoam services, invoice, billing and account information, and may submit technical support requests.
“iPass Portal” means the secure website accessible through http://www.ipass.com/ where Customer may obtain information about the Mobile Broadband Service-UK, including the ability to manage the Mobile Broadband Cards.
“Mobile Broadband Cards” means any of the wireless wide area network cards listed on the iPass Portal and/or iRoam Portal, which have been integrated with the Client Software.
“Network” means the GPRS and UMTS telecommunications network (or HSDPA, if available) operated by iPass' Supplier in the United Kingdom.
“Real-Time Service” means a service that is either: (a) bi-directional and requires minimal packet loss, low jitter, and low latency of no greater than 150 milliseconds; or (b) utilises more than eight (8) megabits per second of network capacity for more than five (5) consecutive minutes.
"SIM Card" means a data-only subscriber identity module card.

C.Mobile Broadband Terms and Conditions

Customer shall be solely responsible for all risks, expenses, and liabilities incurred in connection with its use of the Mobile Broadband Service, including, but not limited to, Fraudulent Usage associated with each SIM provided to Customer and Authorized Users.

Customer may only provide Authorized Users with access to the Mobile Broadband Service-UK as part of the iRoam Service offering and in connection with the iPassConnect Client Software.   Customer may not offer any other mobile broadband service or wireless data communications service in combination with the iRoam Service. Customer may not connect, and may not enter into any agreement which would involve the direct connection of, equipment to the Network.

iRoam's Right to Modify Business Practices. The ordering and provisioning of the Mobile Broadband Service - UK is subject to all applicable procedures, policies, and business practices of iRoam and its suppliers of which Customer has notice.  These procedures, policies, and business practices may be modified or changed at any time upon written notice to Customer or by email. If the change in the procedures, policies, or business practices is materially adverse to Customer, Customer may terminate this Service Order within thirty (30) days after receipt of such notice or date of posting by providing thirty (30) days prior written notice of termination to iRoam. If iRoam does not receive such written notice within the thirty (30) day period, Customer shall be deemed to have accepted such changes.

Privacy and Security of the Mobile Broadband Service. Customer acknowledges that neither iPass nor its suppliers can guarantee the privacy or security of any transmission, including conversations utilizing data transmitted through the use of the Mobile Broadband Service – UK.

Code of Practice. Customer will provide the Mobile Broadband Service-UK to Authorized Users in compliance with all applicable laws and regulations and the Codes of Practice set forth in Exhibit 2. Customer may not act in a manner so that no deliberate act or omission by Customer brings or may bring iRoam or its supplier into disrepute save where such act or omission is required to enable Customer to comply with any common law or statutory obligation and providing that nothing in this Service Order shall prevent Customer from enforcing any contractual or any other rights of Customer arising under or relating to the Agreement.

Customer Indemnity.  Subject to iRoam's duty to use reasonable endeavours to mitigate its losses, Customer shall indemnify iRoam against any liability, damages (provided that those damages have been awarded by a court, arbitrator or other competent body, or have been agreed pursuant to a settlement to which Customer has given its written consent), reasonable costs, reasonable expenses (including reasonable legal fees), and losses arising out of any actions, demands, proceedings, or claims which are made by any Authorized User or customers against iRoam or its supplier arising as a direct result of a breach by Customer of the terms of the Agreement or this Service Order, act of negligence or tort, or any other breach of law.   Customer will indemnify iRoam against any fine, fees reasonably incurred or cost that the Independent Committee for the Supervision of Standards in Telephone Information Services levies upon iRoam or its suppliers, or orders iRoam (or its suppliers) to pay, solely arising from a breach of the Codes of Practice by Customer in connection with the provision of any services provided by Customer using the Mobile Broadband Service-UK and this indemnity shall not be subject to any limitation of liability in the Agreement or this Service Order. 

Except as provided by law, Customer acknowledges that it, and any Authorized User, shall not acquire any proprietary interest in the phone number or SIM Card assigned by iRoam forits use in connection with the Mobile Broadband Service-UK. Customer shall not be deemed a third-party beneficiary of any contract between iRoam and its suppliers.

D.Restrictions on Use

Prohibition Against Voice, SMS and Real Time Services. Customer shall not permit the use of the Mobile Broadband Service for voice or SMS communications. In the event an Authorized User utilizes the Mobile Broadband Service-UK for voice or SMS communications, iRoam will invoice Customer any applicable charges, will immediately terminate or suspend service, and will provide notice to Customer of such termination or suspension. In the event that Customer provides Authorized Users with a Real Time Service that uses the Mobile Broadband Service-UK, iRoam shall have the right to suspend the Mobile Broadband Service-UK or increase the Mobile Broadband Service fees upon no less than 45 days' notice in writing to Customer.  In the event that Customer objects to such increase in fees Customer may: (a) terminate the provision of the Real Time Service within 45 days of iRoam's notice, or (b) give thirty days written notice to iRoam to terminate this Service Order, such notice to be served by Customer not later than the expiry of the 45 days' notice given by iRoam to Customer pursuant to this clause.

Prohibited Uses. Customer may not use the Mobile Broadband Service-UK, and will not permit any Authorized User, to engage in any activity which results in or causes: (i) any libel, slander, or infringement of copyright arising from the material transmitted over the mobile broadband networks by Customer or its Authorized Users, (ii) any infringement of copyrights, patents or intellectual property rights arising from combining or using apparatuses or systems with the mobile broadband network by Customer or by an Authorized User, if Customer knew or should have known of such infringements by such User, or (iii) a violation of the service use restrictions set forth in the Agreement. The Mobile Broadband Service-UK cannot be used: (1) for uploading, downloading or streaming of movies, music or games; (2) with Web camera posts or broadcasts, automatic data feeds, or telemetry applications; or (3) as a substitute or backup for private line, Frame Relay, or dedicated data connections or like equivalent; or (4) as a connection that is simultaneously shared amongst multiple machines or users. 

Unauthorized Access. While using the Mobile Broadband Service-UK, Customer shall not access or modify any computer and related systems of iRoam Network suppliers, and shall not permit any third party to do the same. Any unauthorized access or modification to any of such systems by, or permitted or allowed by, Customer while using the Mobile Broadband Service will result in access being denied to Customer and may result in prosecution or proceedings being brought under the relevant sections of the UK Computer Misuse Act 1990 or other applicable laws.

GSM Gateways.   Customer shall not use a GSM Gateway apparatus or any other device to route traffic (whether of third parties or otherwise) through the Network as this can cause capacity issues and may be illegal. Customer shall obtain the prior consent of iRoam before operating such devices on the Network, and Customer shall take all reasonable steps to prevent any other party that it allows to operate on the Network from using or allowing the use of such devices on the Network without T-Mobile's prior written consent.

Fair Use Policy.   In the event that any Authorized User's usage level of the Services is greater than 3 GB (or such other level as may be advised by iRoam to Customer in writing, such level not to be lower than 3 GB) in any 30 day period, then within 7 Business Days of receipt of iRoam's written request to do so, Customer will procure that the Authorized User's use of the Service is reduced to no higher than that level.  If the usage is not reduced to no higher than that level within 7 Business Days following receipt of the written request from iRoam, then iRoam reserves the right to terminate that Authorized User's use of the Mobile Broadband Service upon not less than 3 Business Days' written notification to Customer.  Notwithstanding the foregoing, iRoam or its suppliers reserve the right to suspend or terminate an Authorized User's access to the Network without notice to anyone who uses the Mobile Broadband Service in any manner prohibited above or whose usage adversely impacts the mobile broadband Network.

E.Mobile Broadband Cards

Compatible Mobile Broadband Cards. In order for Authorized Users to utilize the Mobile Broadband Service-UK, Customer must purchase a Mobile Broadband Card and SIM Card and activate the Mobile Broadband Card with iRoam. The prices for Mobile Broadband Cards purchased from iRoam are set forth on www.iroam.com. The Mobile Broadband Card must be one of the cards supported for this specific Mobile Broadband Service-UK, as listed on the iRoam Portal. Only Mobile Broadband Cards and SIMs which have been approved by the British Approval Board for Telecommunications ("BABT") (or another duly accredited body under the Radio and Telecommunications Terminal Equipment Regulations 2000, as amended by the Radio Equipment and Telecommunications Terminal Equipment (Amendment) Regulations 2003, and by the Radio Equipment and Telecommunications Terminal Equipment (Amendment No 2) Regulations 2003) may be connected by Customer to the Network to the extent required by BABT.   iRoam will only provide Mobile Broadband Cards which satisfy these requirements.

Customer's Authorized Users must be operating the following software:

·      Operating System: Windows 2000 or Windows XP Home or Windows XP Professional
·   iPassConnect Client Software version 3.30 or higher software

Ordering Mobile Broadband Cards. Mobile Broadband Cards are available while supplies last, and are available on a first come, first served basis.   Customer may purchase Mobile Broadband Cards from iRoam. All purchases of Mobile Broadband Cards from iRoam are subject to the terms set forth herein.

Shipment. iRoam will ship the Mobile Broadband Cards to one Customer location as indicated on the order form for Mobile Broadband Card provided to iRoam.   iRoam will make arrangements with a carrier selected by iRoam (or Customer may designate a carrier of its choosing for shipments of more than fifty (50) Mobile Broadband Cards). Risk of loss, damage to and title to products shall pass to Customer upon delivery of the Mobile Broadband Cards to iRoam's designated carrier. iRoam shall not be responsible for spotting, switching, demurrage or other transportation charges unless agreed in writing. Upon receipt of shipment, it shall be the responsibility of Customer to inspect the products and secure written acknowledgement from delivering carrier for any shortages, loss, damage or nonconformance. Customer shall notify iRoam in writing within ten (10) days of receipt of any shipment of any shortages, defects or non-conforming products. In the event Customer fails to notify iRoam with such ten day period of any shortages, defects or non-conforming products, the products shall be deemed accepted.

Purchase Orders. The terms of this Service Order will prevail over any contrary terms in Customer's purchase order or other documentation submitted for the purchase of Mobile Broadband Cards. Customer issued purchase orders are not permitted to modify or augment the terms of this Order.

Warranty. For a period of one year from date of delivery of the Mobile Broadband Cards to Customer, iRoam warrants that the Mobile Broadband Cards will be of good quality and free from defects in materials, workmanship and manufacture under normal use and service; and each Mobile Broadband Card will be compliant with and perform in accordance with the manufacturer's specifications. iRoam shall, to the extent permitted, pass through to Customer such manufacturer's warranties as are provided to iRoam for such Mobile Broadband Cards purchased by Customer pursuant to the Mobile Broadband Service Order. Provided that any recovery by Customer under a manufacturer's warranty will be off-set against any warranty claim made by Customer against iRoam. This warranty does not apply to any Mobile Broadband Cards which a) are damaged during shipment or b) are used for purposes not intended by this Service Order, or c) are modified after shipment. iRoam disclaims all other warranties, express or implied, including warranties of merchantability or fitness for a particular use or purpose as to the performance or capabilities of the Mobile Broadband Cards.

Warranty Returns. Customer may return any Mobile Broadband Cards which do not comply with the above referenced warranty in accordance with iRoam's then current returns processing guidelines.   Return and replacement of a Mobile Broadband Card is Customer's sole and exclusive remedy for any defective Mobile Broadband Card.   In no event will iRoam's liability to Customer for this warranty exceed the price paid by Customer for the Mobile Broadband Cards determined to be in violation of the foregoing warranty. 

No Returns. Mobile Broadband Cards are returnable only as provided herein. Mobile Broadband Cards otherwise shall be non-returnable and the prices shall be non-refundable. Mobile Broadband Cards damaged during or after shipment may not be returned. In order to be eligible to receive credit for returned products Customer must adhere to iRoam's then current returns processing guidelines. iRoam reserves the right to charge a restocking fee for handling product that is erroneously returned. iRoam's sole liability for any returned products will be acceptance of their return and issuance of credits pursuant to iRoam's then current returns processing guidelines.  All Mobile Broadband Cards erroneously shipped by iRoam must be returned with the original packaging intact (including manufacturer's shrink wrap) and otherwise in unused, resalable condition.

Obsolescence. Customer acknowledges that the Mobile Broadband Service-UK is a rapidly changing industry and technology and as such iRoam shall not be liable to Customer or to Authorized Users if changes in any of the operations, equipment, procedures, or mobile broadband services of iRoam's suppliers: (a) render obsolete any Mobile Broadband Card or software provided by Customer to Authorized Users in conjunction with use of the Mobile Broadband Service- UK; (b) require modification or alteration of such Mobile Broadband Cards, Customer equipment, or software; or (c) otherwise affect the performance of such Mobile Broadband Cards, equipment or software.  iRoam will use reasonable efforts to give thirty (30) days advance written notice to Customer of changes which iRoam reasonably anticipates will result in the conditions described in (a), (b) or (c).

Title to SIM Cards. At all times, title in all SIM Cards supplied to Channel, all supplier software and the number contained in each SIM Card shall remain vested in iRoam's supplier and in respect thereof the supply of each SIM Card shall take effect only as a license to use the same in accordance with the terms of this Service Order. For the avoidance of doubt title in the physical media constituting a SIM Card shall pass to Customer once iRoam has received payment in cleared funds in respect of the whole Mobile Broadband Card order of which that SIM Card forms part, provided that title in that physical media shall revert to iRoam or its suppliers in the event that such SIM Card is returned as faulty. Except for faulty SIM Cards which have been returned to iRoam, all risk in each SIM Card provided by iRoam pursuant to this Service Order shall pass to Customer upon delivery by iRoam or its carrier to Customer's nominated address.

In the event that iRoam or iRoam's suppliers reasonably believe that any software and/or the number contained in any SIM Card has been modified in any way, iRoam shall have the right without prior notice and without any liability immediately to suspend the provision of the Mobile Broadband Services to such SIM Card pending an investigation of any such belief. Upon suspending provision of the Mobile Broadband Services, iRoam will notify Customer in writing. iRoam shall inform Customer of the grounds for its belief of the contravention and shall carry out an investigation keeping Customer informed of progress of any such investigation.

F. Service Availability

Service Areas. Information about the locations where the Mobile Broadband Service-UK is available may be found at http://portal.iroam.com/. Customer agrees and acknowledges that if maps or any other descriptions or depictions are shown on the web pages, said maps, descriptions and/or depictions are only approximations of where the Service is available, and do not reflect actual Service availability.  The Mobile Broadband Service footprint is subject to change and it is Customer's responsibility to check for updates. Customer shall not, either directly or indirectly refer Authorized Users to iRoam suppliers' websites for information about the Mobile Broadband Service footprint.

Disruptions in Availability. Customer acknowledges that unusual concentrations of data traffic may occur in certain locations and the Service may be temporarily refused, interrupted, curtailed or otherwise limited because of transmission limitations caused by any factor, including atmospheric, environmental or topographical conditions, building structures, meteorological conditions, facilities limitations or constraints.   The Mobile Broadband Service-UK may be temporarily interrupted or curtailed due to government regulations, suspected fraudulent activities, network modifications, upgrades, relocations, repairs and similar activities necessary or appropriate for the proper or improved operation of the network of iRoam's suppliers. iRoam shall incur no liability for its inability to provide adequate Mobile Broadband Service-UK hereunder if such liability is due to a lack of network capacity which results from the aforesaid usage concentration.

Emergency Services. Customer acknowledges that the Services are not intended to provide Authorized Users with access to 999 and 112 emergency services.   Customer will inform Authorized Users of the same.

G.Roaming

Availability of Roaming Services. From time to time, iRoam will disclose via the iRoam Portal any third party network where roaming services are available to Authorized Users of the Mobile Broadband Service-UK.   Such roaming services may subsequently be terminated and iRoam will use its reasonable efforts to notify Customer of the current list of available third party networks where roaming services are available.

Disabling Roaming Services.   In order to disable roaming service, Customer will indicate for every Mobile Broadband Card ordered by Customer whether to disable roaming on available third party networks for such Mobile Broadband Card. Usage fees for roaming access to third party networks are set forth in Part I, and are subject to change upon 30 days prior Email notice by iRoam to the administrative contact indicated on the signature page of this Service Order.   In the event Customer fails to make an election, iRoam will not disable roaming access.

Roaming Updates. iRoam or its suppliers may from time to time make over the air updates to SIM Cards so that those SIM Cards will contain information about certain third party networks providing roaming services, and the timing and content of such updates shall be at iRoam's complete discretion.

Third Party Networks. Customer acknowledges that roaming services are provided using third party Networks and that the availability and performance of such roaming services are outside the control of iRoam. Accordingly the use and resale of the roaming services is at the sole risk of Customer and iRoam gives no warranties concerning the performance or availability of the roaming services. iRoam shall have no liability whatsoever to Customer whether in contract, tort, or otherwise (including negligence) out of or in connection with the use of roaming services, including without limitation, the cessation of the provision of such roaming services or any part thereof, any degradation in the performance of the roaming services, or any inability in obtaining access to the Mobile Broadband Service-UK which results from the use of the roaming services.

H. Mobile Broadband Fee

Mobile Broadband Card Prices.  Customer's Mobile Broadband Card prices are set forth below and does not include shipping charges and taxes (VAT). Customer will be responsible for payment of shipping charges and taxes (VAT) based on the retail value of the Mobile Broadband Card. 

Monthly Service Fees. Customer's monthly service fees are set forth below. iRoam will invoice, and Customer will pay, the monthly service fee multiplied by the number of Mobile Broadband Cards ordered per Business Entity each month. The monthly service fees set forth below allow for unlimited data usage (subject to the Restrictions on Use and the Fair Use Policy in Part F of this Service Order) and require a minimum twelve (12) or twenty-four (24) full month committed term per Mobile Broadband Card (each a “Committed Term”). Customer will be charged the monthly service fee for each Mobile Broadband Card ordered under this Service Order, regardless of the amount of usage. Following a Committed Term per Mobile Broadband Card, the term of each Mobile Broadband Card will continue on a month-to-month basis at the then-current pricing until terminated by iRoam or Customer. 

Monthly Service Pricing – as outlined on http://www.iroam.com

Roaming Pricing – as outlined on http://www.iroam.com

Preferred Roaming Regions     Austria, Azores, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Madeira, Malta, Monaco, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

The monthly service fees set forth above apply to all of a Business Entity's Mobile Broadband Cards acquired for the Mobile Broadband Services.

Invoicing and Activation. Mobile Broadband Cards are automatically activated by iRoam, and iRoam will begin invoicing the monthly service fees for each Mobile Broadband Card on the date that the Mobile Broadband Cards are shipped (the “Service Activation Date”). iRoam will not pro-rate the monthly service fee or issue a credit for a partial month of usage. For example, if a Mobile Broadband Card with a 24 month Committed Term has a Service Activation Date of September 25, 2007, iRoam will charge, and Customer will pay, the full monthly service fee for the Mobile Broadband Card for the month of September 2007. If after a Committed Term, Customer cancels the Mobile Broadband Service for a particular Mobile Broadband Card, iRoam will invoice Customer the monthly service fees for the final month of Service.

Invoicing for Roaming Fees. Any roaming fees incurred by the use of the third party networks will be invoiced to Customer as soon as practicable after the information concerning such usage and/or charges has been provided to iRoam and Customer accepts that such roaming fees are often delayed and may therefore be invoiced to Customer after the date on which the fees for the other usage of the Mobile Broadband Service in a particular billing period are invoiced to Customer. 

Taxes and Governmental Charges. For Mobile Broadband Cards (or other equipment provided by iRoam), if any tax, fee, duty, surcharge, or other tax-like charge (including, but not limited to, a customary surcharge intended to allow iRoam to recover a tax or other governmental expense which it incurs, i.e., VAT, collectively referred to as a "Tax") is required or permitted by applicable law to be collected from Customer by iRoam or its suppliers, then (a) iRoam shall bill Customer for such Tax, (b) Customer shall timely remit such Tax to iRoam, and (c) iRoam shall, where applicable, remit such collected Tax to the appropriate taxing authority.

For the Mobile Broadband Services provided by iRoam Mobile Solutions Inc., should VAT or any other VAT-like charges be due, the Customer will be responsible for payment or the self-assessment of VAT in accordance with applicable law. iRoam Mobile Solutions Inc. will provide a zero rated invoice with notification of Customer's responsibility for payment or the self-assessment of VAT on invoices in accordance with the respective tax jurisdiction's regulations.

Call Detail Records/Usage Data. Call Detail Records reflecting use of the Mobile Broadband Service - UK will be available on or before the 5th day of the 2nd month following the month in which usage of the Mobile Broadband Service - UK occurred.   For example, Mobile Broadband connections made in month 1 will be available in Call Detail Records published on or before the 5th day of month. iRoam reserves the right to modify the format used for reporting usage of the Mobile Broadband Service – UK.

I.Number Portability

Customer acknowledges that certain number portability regulatory obligations require iRoam to ensure that Customer undertakes, where requested by an alternative service provider on behalf of an Authorized User wishing to have its mobile telecommunications services supplied by the alternative service provider, to permit the Authorized User to retain the MSISDN number sub-allocated to it by Customer on any third party network in the UK (“Outbound Ported Number”), and allow iRoam or its suppliers to recover from the alternative service provider reasonable costs incurred in porting such Authorized Users. The portability obligations also enable a person to retain the MSISDN number allocated to it by an alternative service provider (“Inbound Ported Number”) for the purposes of the provision to that person by iRoam or Customer of the Mobile Broadband Service-UK.

The Parties undertake that they will, to the extent required by the portability regulatory obligations:

a) comply with the “Porting Process Manual” and the “Number Portability Functional Specification” as agreed by the electronic communications industry from time to time and Ofcom (and any industry-wide portability processes and related procedures as notified in writing by iRoam to Customer from time to time), where applicable;

(b) do all things (and provide all information a Party may reasonably request) that are required to be done in order to enable:

i)              iRoam, its supplier and/or an alternative service provider to provide portability of Outbound Ported Numbers and Inbound Ported Numbers without a disruption in the Authorized User's service;
ii)             the retention of any Inbound Ported Number; and
iii)            the Parties to remain in compliance with any applicable Portability obligations,

in each case free of any charges to Authorized Users or alternative service providers other than charges properly levied in accordance with the Portability processes.

J. Changes to Fees and Other Charges

Customer hereby acknowledges and agrees that iRoam may change the monthly service fees set forth in Part J above as follows:

(i) for changes to monthly service fees for Mobile Broadband Cards purchased prior to the effective date of such change, iRoam will provide thirty (30) days written notice to Customer. If the change in monthly service fees is materially adverse to Customer, Customer may terminate the Mobile Broadband Service for any or all of such Mobile Broadband Cards by providing written notice to iRoam. If iRoam does not receive written notice within this thirty (30) day period, Customer shall be deemed to have accepted such changes.

(ii) Changes to the monthly service fees will apply to all orders for Mobile Broadband Cards submitted after the effective date of such change.

K. Outages

Subject to the terms set forth herein, a credit allowance will be made, at Customer's request, in the form of a pro rata adjustment of the recurring charges billed by iRoam for a period of total Mobile Broadband Service-UK outage that exceeds twenty-four (24) consecutive hours per month. Such credit allowance shall be Customer's sole remedy and compensation for any such outage. For other than a total outage, a credit allowance will only be given to Customer if Customer is unable to use the Mobile Broadband Service due to a service-affecting interruption in excess of twenty-four (24) consecutive hours. In the event that Customer is affected by such interruption for a period of less than twenty-four (24) continuous hours, no such adjustment shall be made. No adjustments shall be allowed for accumulating periods of uncontinuous interruption.   Customer's request for credit must be received by iRoam. The credit allowance for an outage will be computed by dividing the duration of the service affecting interruption (measured in days from the time the interruption is reported to and confirmed by iRoam) by the number of days in the affected month, and multiplying the result by iRoam's monthly recurring charges for each interrupted SIM Card.  In no case shall the credit exceed the recurring charges for that month. No other liability shall attach to iRoam as a result of such interruption to the Mobile Broadband Service. No credit allowance will be given for interruptions caused by the negligence or willful act of the Customer or Authorized Users, for power outages or other occurrences considered force majeure, or for interruptions caused by failure of equipment or service not provided by iRoam.

L. Branding

The Mobile Broadband Service-UK Network is currently provided by T-Mobile™. Customer agrees that:

(a)   it will not use the T-Mobile name other than as specifically permitted by iRoam
(b)   To the extent permitted by iRoam, Customer will comply with the branding and marketing guidelines provided by iRoam and will comply with any reasonable instructions from iRoam concerning branding of the Mobile Broadband Service-UK;
(c)   it will not use or register or attempt to use or register as a trade mark, service mark, trade name, corporate mark or logo a mark or name that is reasonably likely to be confused with any of the T-Mobile corporate identity or the T-Mobile name without first obtaining the prior written approval of T-Mobile. Without limitation to the foregoing, Customer shall not use, register, attempt to use or attempt to register the words “one to one”, “one two one”, “one 2 one”, “T-Mobile”, “t-mobile”, “T Mobile”, “t mobile”, “t-zone”, “t-zones”, “T” or any similar variation thereof in any website, domain name, trade name or company name in connection with the Mobile Broadband Service-UK except as expressly permitted by this Service Order; and
(d)   it will not license, permit or otherwise authorise or suffer any third parties to use the T-Mobile corporate identity or the T-Mobile name without obtaining the prior written consent of iRoam.

Branding Indemnity.  Subject to the limitation of liability set forth in the Agreement and to iRoam's duty to use reasonable endeavours to mitigate its losses, Customer shall be liable for, indemnify and hold harmless iRoam (together with its officers servants and agents) against any and all liability, loss, damages, reasonable costs, reasonable legal costs, reasonable professional and other reasonable expenses of any nature whatsoever incurred or suffered by iRoam arising out of any breach by Customer of this Part N that is either intentional or that has a misleading effect on customers, provided that Customer shall not be liable to iRoam to the extent that Customer has complied with the terms of any consent given by iRoam as to content, context and placement.

Termination of Branding Rights.   iRoam shall have the right to terminate Customer's license and other rights to use the T-Mobile corporate identity and the T-Mobile name upon 20 days' written notice to Customer in any case where Customer has breached this Part N and does not rectify that breach (if such breach is capable of rectification) within that 20 day period, and Customer shall ensure that all uses and references by Customer to the T-Mobile name shall cease as soon as reasonably possible after such termination has come into effect.

M. Fraud

Customer shall not assist or participate in any fraudulent usage. Customer shall comply with and adhere to the current fraud policy and procedures, as may be modified from time to time, a copy of which is attached hereto as Exhibit 1 (the “Fraud Policy”).  iRoam reserves the right to modify its Fraud Policy at any time, upon notice to Customer, or to introduce or implement fraud reduction activities, but is under no obligation to introduce, implement or maintain the Fraud Policy or any other fraud detection or reduction activities/programs.

N.Disclaimer of Warranty

NEITHER IROAM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, CONCERNING THE MOBILE BROADBAND NETWORKS OR MOBILE BROADBAND SERVICE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. THIS SECTION SHALL APPLY TO CUSTOMER AND ANY AUTHORIZED USERS.  Customer expressly acknowledges that iRoam and its suppliers shall have no liability (except Mobile Broadband Service - UK credits set forth in Part M) for any failure, defects, malfunctions or errors in the mobile broadband networks or Mobile Broadband Service - UK hereunder to Customer or its Authorized Users.

O.Service Limitations and Limitation of Liability

UNDER NO CIRCUMSTANCES WILL IROAM OR ITS SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER OR ANY AUTHORIZED USER FOR ANY CAUSES OF ACTION, LOSSES OR DAMAGES ARISING OUT OF (i) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, OR DEFECTS IN FURNISHING THE MOBILE BROADBAND SERVICE (OTHER THAN FOR OUTAGES), (ii) FAILURES OR DEFECTS IN SUPPLIERS' MOBILE BROADBAND NETWORKS, OR (iii) FAILURE OF IROAM'S SUPPLIERS TO MAINTAIN PROPER STANDARDS OR MAINTENANCE AND OPERATION OF THE FACILITIES OR SYSTEMS OR TO EXERCISE REASONABLE SUPERVISION WITH RESPECT TO THEIR MOBILE BROADBAND NETWORKS. IROAM AND IROAM'S SUPPLIERS WILL NOT BE LIABLE FOR LOSS OF anticipated revenue or profits; or anticipated savings, in either case, whether such loss is direct or indirect and whether or not it had been advised or had knowledge of the same IN CONNECTION WITH THE MOBILE BROADBAND SERVICE-UK.

IROAM SHALL HAVE NO LIABILITY FOR (I) FAILURE TO DELIVER MOBILE BROADBAND CARDS OR SERVICES WITHIN A SPECIFIED TIME PERIOD, (II) AVAILABILITY AND/OR DELAYS IN DELIVERY OF MOBILE BROADBAND CARDS OR SERVICES, OR (III) DISCONTINUATION OF MOBILE BROADBAND CARDS, MOBILE BROADBAND CARD LINES, OR ANY PART THEREOF. IROAM SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY OR HOLD HARMLESS CUSTOMER, ITS AFFILIATES OR THEIR RESPECTIVE CUSTOMERS FROM AND AGAINST ANY CLAIM, DEMAND OR CAUSE OF ACTION, INCLUDING ANY DAMAGES, COSTS OR EXPENSES INCURRED BY CUSTOMER, ITS AFFILIATES OR THEIR RESPECTIVE USERS IN CONNECTION WITH, ARISING FROM OR RELATING TO THE ACTUAL OR ALLEGED MOBILE BROADBAND CARD LIABILITY OR VIOLATION OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY BELONGING TO A THIRD-PARTY BY THE MOBILE BROADBAND CARDS. CUSTOMER'S, ITS AFFILIATES' AND THEIR RESPECTIVE USERS' SOLE AND EXCLUSIVE REMEDY RELATING TO THIS AGREEMENT AND/OR MOBILE BROADBAND CARDS AND SERVICES SHALL BE THE REMEDY, IF ANY, AFFORDED BY THE MANUFACTURER OF SUCH MOBILE BROADBAND CARDS TO SUCH PARTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER WAIVES ANY CLAIMS, DEMANDS, CAUSES OF ACTION OR RECOVERIES FOR PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SALE OF THE MOBILE BROADBAND CARDS, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, AND EVEN IF IROAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE ONLY LIABILITY IROAM WILL HAVE WITH RESPECT TO ANY DAMAGED MOBILE BROADBAND CARDS, DEFECTIVE MOBILE BROADBAND CARDS, AND/OR MOBILE BROADBAND CARDS ERRONEOUSLY SHIPPED WILL BE THE RETURN RIGHTS DESCRIBED HEREIN. EVEN IF THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL IROAM'S ENTIRE LIABILITY (IN TORT, CONTRACT, WARRANTY, INFRINGEMENT OR OTHERWISE) TO CUSTOMER EXCEED THE PURCHASE PRICE ACTUALLY PAID BY CUSTOMER FOR THE MOBILE BROADBAND CARDS THAT GIVE RISE TO THE DISPUTE, OR ANY DEFECTIVE PORTION THEREOF, WHICHEVER IS THE LESSER AMOUNT. THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

P. Termination and Suspension of Service

iRoam or its suppliers may suspend the Mobile Broadband Service to Customer or its Authorized Users, or disconnect any SIM Card (including any number) in any of the following circumstances:  

1. If Customer or one or more Authorized Users interferes, permits or causes interference with the wireless communications network(s), or the use of an number or SIM Card assigned to an Authorized User, or uses the Mobile Broadband Service in violation of the Restrictions on Use set forth in Part D.

2. if iRoam or its suppliers are obliged to take such action in order to comply with any statute, order, instruction or request of Government, an emergency services organisation, or other competent administrative or regulatory authority; or

3. in the event that any Mobile Broadband Card being used by Customer or an Authorized User infringes or is alleged to infringe (such allegation to be supported by prima facie evidence) the intellectual property rights of a third party in which case the right to suspend shall apply only to that Mobile Broadband Card.

iRoam will notify Customer promptly after suspending the Mobile Broadband Service.  In the event the suspension is caused by, or suspected to be caused by, an Authorized User, Customer shall immediately require the Authorized User to cease from engaging in such act(s) of interference.  To the extent any prohibited conduct continues despite the above, iRoam shall have the right to discontinue the Mobile Broadband Service - UK to that Authorized User or the SIM assigned thereto, and iRoam shall provide Customer with written notification of such discontinuance immediately thereafter. Customer shall assist iRoam in taking all actions necessary to prevent further interference.

Consequences of Suspension. Customer will remain liable for all monthly recurring service fees during the period of suspension except in the case of suspension pursuant to paragraph 2 above. 

Q. Cancellation

Customer may cancel the Mobile Broadband Service - UK at any time by giving iRoam advanced written notice. If iRoam receives a cancellation notice at least ten (10) days prior to the end of a calendar month, the Mobile Broadband Service - UK will terminate effective at the end of that month. If iRoam receives the cancellation notice with less than ten (10) days remaining in a month, the Mobile Broadband Service - UK will terminate at the end of the next month following the month in which iRoam received Customer's notice of cancellation. For example, if iRoam receives Customer's notice of cancellation on March 25th, the Mobile Broadband Service - UK will continue through the end of April and the cancellation will take effect on April 30th.

If prior to the completion of the Committed Terms for any Mobile Broadband Card under this Service Order a) Customer cancels this Service Order or cancels the Mobile Broadband Service-UK for any Mobile Broadband Card for convenience, or b) iRoam terminates this Service Order for cause, or terminates the Service to any Mobile Broadband Card for cause; or c) the Agreement is terminated, cancelled or otherwise expires, then iRoam will invoice, and Customer agrees to pay the monthly service fees for the remaining months of the Committed Terms for each Mobile Broadband Card under this Service Order at the time of termination of the Agreement, termination of the Service Order or the Mobile Broadband Service-UK Service. If the Agreement expires or is not renewed by either party, Customer may elect to continue using the Mobile Broadband Service-UK for the remainder of all applicable Committed Terms, provided that Customer is otherwise in compliance with all terms of the Agreement and this Service Order. If Customer elects to continue using the Mobile Broadband Service-UK following the expiration, termination or cancellation of the Agreement, then the Term of the Agreement shall be extended through the end of the final Committed Term, and the terms and conditions in the Agreement and this Service Order shall survive for the purposes of this Service Order. 

In the event a) iRoam's suppliers terminate or cancel their agreements with for access to their mobile broadband Networks, or b) if iRoam's suppliers cease to be entitled to provide electronic communications networks or services under the UK Communications Act, or c) if any other license to operate the Network expires or is revoked or terminates for any reason, iRoam reserves the right to terminate the Mobile Broadband Service - UK without penalty or liability to Customer. iRoam will endeavor to provide as much advance written notice to Customer regarding any cancellation of the Mobile Broadband Service - UK

Upon termination of this Service Order for any reason, iRoam will discontinue providing the Mobile Broadband Service - UK as of the effective date of termination.

EXHIBIT 1

FRAUDULANT USAGE

1. Definitions

“Fraudulent Usage” with respect to the use of Mobile Broadband Service - UK shall include, but not be limited to, the following:

(i) accessing, altering or interfering, or attempting or assisting another to access, alter or interferewith the communications equipment and/or information of iRoam and its suppliers by rearranging, tampering or making any unauthorized connection with any supplier network or equipment or Mobile Broadband Card, or using any scheme, false representation or false credit devices, or by, or through, any other fraudulent means or devices whatsoever, (including, without limitation, cloning fraud and the alteration, modification or other change to Mobile Broadband Cards which would be viewed by the network as the provision of Mobile Broadband Service - UK to two Mobile Broadband Cards through one number);

(ii) using the Mobile Broadband Service-UK in such a manner so as to interfere unreasonably with the use of mobile broadband network or use of mobile broadband services by other parties;

(iii) using the Mobile Broadband Service - UK to convey information of a nature or in such a manner that renders such conveyance unlawful or to convey information found to be unlawful, including, but not limited to, a finding that such language was foul, profane, obscene, salacious or prurient, or to impersonate another person with fraudulent or malicious intent, or for any purpose in violation of the law, or in such manner as to interfere unreasonably with the use of iRoam Service by any other customer; and/or

(iv) any other unauthorized, wrongful or misappropriated use of iRoam Service (including, without limitation, subscription fraud and Cloning Fraud) on a number assigned to Customer, whether or not such number is currently active and whether such use is by the Customer or one of its Authorized Users.

“Corrective Action” refers to the following actions to be taken (by Customer or, pursuant to this exhibit, iRoam) with respect to a number assigned to Customer or Authorized User and on which Fraudulent Usage is suspected or has been detected, including, but not limited to, investigating each occurrence, removing roaming capability and disconnecting or suspending the SIM Card.

2. Notification of Fraudulent Usage - Customer acknowledges that iRoam may become aware of suspected Fraudulent Usage occurring in connection with a SIM Card assigned to Authorized Users and iRoam will use commercially reasonable efforts to notify Customer promptly of such suspicions. Customer shall analyze, investigate and take corrective action to resolve and prevent further Fraudulent Usage from occurring.

Without limiting the foregoing, if iRoam suspects or detects Fraudulent Usage, iRoam may, in its sole discretion but is under no obligation to do so, take Corrective Action as may be necessary to mitigate the Fraudulent Usage. iRoam shall use commercially reasonable efforts to promptly notify Customer following such corrective action taken by iRoam. Customer acknowledges that iRoam's suppliers, in their sole discretion, may implement a brownout in any service areas experiencing Fraudulent Usage.

3.Prevention of Fraudulent Usage - Customer shall actively participate and cooperate with iRoam in the implementation of new and existing iRoam fraud prevention tools, including, but not limited to, authentication, roaming restrictions, use of personal identification (“PIN”) codes and brownouts.

If Fraudulent Usage occurs or is suspected by Customer on a SIM Card assigned to Customer or its Authorized Users, Customer shall promptly analyze, investigate and take Corrective Action to resolve and prevent further Fraudulent Usage from occurring. If Customer fails to take Corrective Action to resolve the Fraudulent Usage and iRoam, in its sole discretion, determines that the ongoing Fraudulent Usage adversely affects iRoam's ability to provide the Mobile Broadband Service - UK, iRoam may take Corrective Action.

4. Liability for Fraudulent Usage

Exhibit 2

Codes of Practice

Mobile Broadband Cards Including Blacklisting

Customer shall use all reasonable endeavours to ensure that any Mobile Broadband Cards (including any SIM Card) which it requests or has requested iRoam to connect to the Network have not been stolen.

Upon discovery that Customer or an Authorized User has stolen Mobile Broadband Cards (including any SIM Card) in its possession or on notification by an Authorized User that any Mobile Broadband Card has been lost or stolen, Customer shall forthwith request iRoam to blacklist such stolen Mobile Broadband. Customer shall also, if necessary, report the stolen or lost Mobile Broadband Card to the appropriate authorities. Customer shall only request iRoam to blacklist Mobile Broadband Cards which are used in conjunction with SIM Cards allocated by iRoam to Customer.

Responsibilities of Customer

Customer shall have the responsibility for exercising care and implementing good security practices when requesting iRoam to connect or disconnect (by suspending, barring or blacklisting) Mobile Broadband Cards (including any SIM Card) to the Network.

It is the responsibility of Customer to ensure, when requesting iRoam to disconnect a SIM Card that such SIM Card is a SIM Card relating to a user of the iRoam Mobile Broadband Service-UK.

Agreements with Third Parties

Customer shall maintain and demonstrate reasonable controls over its employees. Customer shall also maintain and demonstrate reasonable controls over its independent contractors, and agents, including ensuring that its agreements with any third parties relating to the provision of the Mobile Broadband Services-UK contain provisions reflecting the requirements of this Exhibit. 

Access class overload control (ACCOLC)

Access Class Overload Control (ACCOLC) is provided within the UK and Europe to allow for control of traffic for emergency services, and Government departments in time of emergency. In such case the network operator can carry out controls within the Network to reduce the non-emergency traffic to allow the emergency services to operate correctly. In the United Kingdom ACCOLC is authorized by the Cabinet Office London on approved forms.

Customer, if applying for ACCOLC for the provision of the facility on its service derived from the Mobile Broadband Service-UK, shall obtain approval from the appropriate authorities in accordance with the procedures then in force.

iRoam's suppliers may, if ACCOLC is invoked, without notification implement Access Class Overload Controls which in some cases may remove services to other customers when requested to do so by the police to enable priority to be given to emergency and UK government departments. 

No charge is made for registrations of ACCOLC. If ACCOLC is requested on a new order, Customer shall liaise with iRoam to ensure that a suitable SIM Card is supplied at the outset. If standard SIM Cards are not suitable for ACCOLC then a specific card may be issued by iRoam to Customer. A charge will be made by iRoam if ACCOLC is requested on a SIM Card which has already been issued to an Authorized User.

Interception of Communications

iRoam's suppliers are required, as a provider of public electronic communications networks and services under the UK Communications Act 2003 and under the provision of the Regulation of Investigatory Powers Act 2000 to facilitate the interception of communications as defined in this legislation.

Customer shall supply name and address details in support of the Regulation of Investigatory Powers Act 2000 when requested to do so by an appropriate authority, and must supply this information on a 24 hour 365 day a year basis. iRoam may ask for confirmation that a request has been made of Customer for information related to the interception of communications. This is to ensure that iRoam and its suppliers can meet its obligations for carrying out the interception and to ensure that the interception carried out by iRoam's suppliers is in compliance with the warrant served upon iRoam or its suppliers.

Service Order for Mobile Broadband Network Canada, China (“Service Order”) 

      The following terms and conditions of service (the “Terms”) govern your use of the Services. Any current RoamForce document describing the plans, features, services or products you have selected and any other document incorporated by reference (collectively, the “Materials”) together with these Terms constitute our agreement with you (the “Service Agreement”). If there is any inconsistency between the Materials and these Terms, these Terms will prevail. No sales representative, dealer, agent, officer or employee of iRoam has the authority to change or modify these Terms, except pursuant to an official revised version of these Terms, and you may not rely on any such change or modification. These Terms cannot be changed by you.

       Throughout this document:

      us, we, our, iRoam and RoamForce means the iRoam Mobile Solutions entity named in the Service Agreement;

      Service or Services means any or all of the wireless services, or other services that you subscribe to under the Service Agreement or receive from or through RoamForce.

•          Equipment means any device, equipment or hardware used to access the Services or used in conjunction with the Services, including any SIM (Subscriber Identity Module) card.

Your account information may, from time to time, be disclosed to other members of the iRoam organization and to our agents and authorized dealers in order to service your account, respond to your questions and promote additional products and services offered by members of the iRoam organization that may interest you. If you do not wish to receive offers or information from related iRoam entities, please contact iRoam at the address set out below.

Unless otherwise specified in the Service Agreement, we may change, at any time, any charges, features, content, programming, structure or any other aspects of the Services, as well as any term or provision of the Service Agreement, upon notice to you. If you do not accept a change to the Services, your sole remedy is to terminate the Service Agreement and the Services provided under the Service Agreement, within 30 days of your receipt of our notice of change to the Services (unless we specify a different notice period), by providing us with advance noticeof termination pursuant to Section 31. If you do not accept a change to these Terms, your sole remedy is to retain the existing Terms unchanged for the duration of the Commitment Period (as defined below), upon notice to us within 30 days of your receipt of our notice of change in the Terms.

By entering into the Service Agreement, you:

•          authorize iRoam to obtain information about your credit history and agree that iRoam may provide information to others about your credit experience with iRoam;

•          accept all provisions of the Service Agreement, including those set forth in the Materials and these Terms;

•          agree to cause all persons who use Services under your account or with your authorization to comply with the Service Agreement;

•          acknowledge that the acts or omissions of all persons who use Services under your account or with your authorization will be treated for all purposes as your acts or omissions;

•          acknowledge that you have received and had the opportunity to review a copy of the Service Agreement, including the Materials and these Terms;

•          confirm that the information you have provided to us is up-to-date and accurate; and

•          agree to notify us of any change in your information.

Charges; Account and Payment Information

1.      Charges will commence on the date of the initial activation of the Services, Equipment, or date shipped by iRoam whichever is earlier (the “Activation Date”). Unless otherwise stated all Monthly Service Plans including but not limited to BlackBerry Service and extra/local/virtual numbers are billed on a calendar month and are NOT pro-rated.   Full monthly charges will be applied for the month the service is activated, active, and terminated. For example: if activated on the 25^th day of the month, full monthly charges will apply for only 5 days of usage. For example if terminated on the 5^th day of the month, full monthly charges will apply for only 5 days of usage.

2.      Unless otherwise agreed to by you and us, we will bill you monthly for all usage of the Service, any Minimum Monthly Commitment amounts owed if applicable, for any monthy service fees provided for such month, and we may bill you; however, for a charge up to six months from the date the charge was incurred.

3.      You are liable for all charges to your account. Charges to your account are due and payable in full from the date of your invoice or statement. If you are paying by mail or through a financial institution, please allow adequate time for your payment to reach us prior to the required payment date.

4.      If payment of an amount due on your account is not received by us by the required payment date specified by us, it will be considered a delinquent amount and will be subject to a late payment charge of 2% per month, calculated and compounded monthly on the delinquent amount (26.82% per year) from the date of the first invoice on which the delinquent amount appears until the date we receive such amount in full. You agree that we can charge any unpaid and outstanding amount, including any late payment charges, on your account to your credit card, bank account or any other payment method pre-authorized by you for payment of our charges.

5.      Administrative charges may be levied for administration or account processing activities in connection with your account, including as a result of the following:

•          collection efforts due to non-payment or having a balance over your credit limit, including unbilled usage and pending charges, fees and adjustments;

•          returned or rejected payments;

•          change of any identifier (e.g., phone number); and  the restoral of Service.

A list of such charges is available on request, and is incorporated into these Terms by reference.

6.     When roaming, you will be responsible for all applicable iRoam charges and will be subject to the limitations or conditions of service of the service provider of such roaming services.

7.     Any questions or discrepancies regarding charges must be reported to us within 90 days of the date of our invoice or other statement. Failure to notify us within this time period will constitute your acceptance of such charges.

8.     If you subscribe to one of our Monthly Service Plans, or a Monthly Minimum Commitment for a committed period of time (the “Commitment Period”), and your service is terminated for any reason, your will be subject to an early cancellation fee (“ECF”). If your Service is terminated prior to the end of the Commitment Period, you will pay us the ECF, plus taxes.

9.     A “Minimum Monthly Commitment” means the amount, in terms of usage fees, of the Service that Customer commits to purchasing each month and if in any month, Customer has not accrued usage fees in an amount equal to or greater than the Minimum Monthly Commitment, then Customer will pay iRoam the Minimum Monthly Commitment for such month in lieu of such charges for such month. Only amounts owed by Customer to iRoam for usage of the Service apply towards the Minimum Monthly Commitment. If you service is terminated before you have completed the Minimum Monthly Commitment term you will be responsible for the remaining Minimum Monthly Commitment amounts due for the agreed to period.

10.   Changes to your account (e.g., price plan, features or identifiers) will not take effect until after your next billing date.

Deposit; Credit Requirements

11.   We may require a deposit or impose other payment or credit requirements (e.g., interim payments; mandatory pre-payments) at any time and on such terms as determined in our sole discretion. You will not earn any interest on any deposits or other payments held by us. If your Service is terminated, we will apply any deposits or other payments against the outstanding final balance on your account and refund the remaining balance.

12.   Upon notice to you, we may assign, change or remove a credit limit on your account at any time. Service may be suspended, at any time, to any and all of your accounts, if your balance, including unbilled usage and pending charges, fees and adjustments, exceeds this limit. Recurring service charges continue to apply during any suspension of Services.

Identifiers

13.   You do not own any identifier (e.g., telephone, account, calling card or PIN number; e-mail, IP or Web page address; access code, etc.) assigned to you, and we may change or remove any identifier at any time upon notice to you.

Acceptable Use

14.   You may not use the Services for anything other than your own personal use. You may not resell the Services, receive any charge or benefit for the use of the Services or provide Internet access or any other feature of the Services to any third party. You may not share or transfer your Services without our express consent.

15.   From time to time, we may establish policies, rules and limits (together, the “Policies”) concerning use of the Services, Equipment and any products, content, applications or services used in conjunction with the Services or Equipment. Your use of the Services is subject to these Policies. We will provide you with notice of the Policies and of changes to the Policies. Our Acceptable Use Policy, available upon request, is incorporated into these Terms by reference.

16.   When using the Services, the Equipment or any products, content, applications or services used in conjunction with the Services or Equipment, you must comply with all applicable laws and our Policies. We may suspend or terminate your Services, the Service Agreement and any other agreement for services you may have with any related iRoam entity, without notice to you, if you engage in one or more of the activities prohibited by our Policies. In addition, you may be charged for any costs incurred by us or any related iRoam entity in connection with your breach of the terms of this Section, including costs incurred to enforce your compliance.

17.   We reserve the right to restrict, change, suspend or terminate your Service by any means if your access, use or connection to the Services, Equipment or our facilities is impairing or adversely affecting our operation or the use of our Services or facilities by others.

Fair Use Policy for Canada Mobile Broadband Card -  In the event that any Authorized User's usage level of the Services is greater than 3 GB in any 30 day period, then within 7 Business Days of receipt of iRoam's written request to do so, Customer will procure that the Authorized User's use of the Service is reduced to no higher than that level.  If the usage is not reduced to no higher than that level within 7 Business Days following receipt of the written request from iRoam, then iRoam reserves the right to terminate that Authorized User's use of the Mobile Broadband Service upon not less than 3 Business Days' written notification to Customer.  Notwithstanding the foregoing, iRoam or its suppliers reserve the right to suspend or terminate an Authorized User's access to the Network without notice to anyone who uses the Mobile Broadband Service in any manner prohibited above or whose usage adversely impacts the mobile broadband Network.

Content

18.   We do not own content that you make available for inclusion on the Services (including the Internet Services). However, with respect to content you make available for inclusion on publicly accessible areas of the Services, you grant us the following world-wide, royalty-free and non-exclusive licenses, as applicable:

•          With respect to photos, graphics, audio or video content: the license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and communicate by telecommunication such content on the Services solely for the purpose for which it was made available. This license exists only for as long as you elect to continue to include content on the Services and terminates when you remove or we remove such content from the Services.

•          With respect to all other content (other than photos, graphics, audio or video): the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, communicate by telecommunication, publicly perform and publicly display, and to incorporate it into other works in any format or medium now known or later developed. “Publicly accessible” areas of the Services are those areas of the Services that are intended by us to be available to the general public, e.g., online message boards that are open to both registered members and visitors.

Publicly accessible areas of the Services do not include those portions of the Services that are only accessible by registered members or intended for private communication, e.g. e-mail and instant messenger.

19.   We have the right, but not the obligation, to monitor or investigate any content that is transmitted using the Services or the Equipment. We may also access or preserve content or information to comply with legal process in Canada or foreign jurisdictions, operate the Services, ensure compliance with the Service Agreement or any Policies, or protect ourselves, our customers or the public. We reserve the right to move, remove or refuse to post any content, information or materials, in whole or in part, that we decide are unacceptable, undesirable or in violation of the Service Agreement.

Equipment

20.   Except for Equipment that you have fully paid for, all Equipment installed or provided by us remains our property and you agree that:

•          you will take reasonable care with such Equipment;

•          you may not sell, lease, mortgage, transfer, assign or encumber such Equipment;

•          you may not re-locate such Equipment without our knowledge and permission; and

•          you will return such Equipment to us at your own expense upon termination of the Services to which the Equipment related.

If such Equipment is lost, stolen or damaged or sold, leased, mortgaged, transferred, assigned, encumbered or not returned, you agree to pay us the undiscounted retail value of such Equipment, together with any costs incurred by us in seeking possession of such Equipment.

21.   You authorize us and our representatives to enter or have access to your premises as necessary at mutually agreed upon times to install, maintain, inspect, repair or remove the Equipment or to maintain, investigate, protect, modify or improve the operation of our Services or our facilities.

22.   Equipment and related software may have to meet certain minimum requirements and be maintained in certain ways and in certain locations in order to access the Services or for the proper operation of the Services. Such requirements may be changed from time to time at our sole discretion. Unless otherwise specified by us, you are solely responsible for updating or maintaining your Equipment and software as necessary to meet such requirements, and you may not be entitled to customer support from us if you fail to do so.

23.   You must immediately notify us, at any of the points of contact specified below, if your Equipment is lost, stolen or destroyed. Should you then wish to terminate your Services, your obligations under the Service Agreement, including the ECF, will apply.

Software

24.   Any software and accompanying documentation we provide to you remains our property or that of our licensors. You will take reasonable steps to protect such software or documentation from theft, loss or damage. You must review and agree to the applicable end user license agreement before installing or using the software or documentation. Unless otherwise provided in the applicable end user license agreement, all end user license agreements will terminate upon termination of the Service Agreement.

No Warranties; Limitations on our Liability

25.   You acknowledge and understand that the Services or access to the Services, may not function correctly, or at all, in the following circumstances:

•          if your Equipment fails, is not configured correctly or does not meet iRoam's requirements;

•          in the event of a network outage or extended power failure;

•          if you tamper with or, in some cases, move the Equipment; or

•          following suspension or termination of your Services or account.

26.   Neither iRoam or its affiliates, licensors, suppliers and agents (and their respective employees, officers, directors and representatives) are responsible or liable to you for any content, applications or services provided to you or accessible by you through the Services, any charges incurred in connection with such content, applications or services or anything that is or can be done with such content, applications or services even if you are billed for such content, applications or services. All such content, applications or services is accessed or transmitted solely at your own risk.

27.   To the maximum extent permitted by applicable law:

•          iRoam neither guarantees nor warrants the performance, availability, coverage, uninterrupted use, security, pricing or operation of the Services, the Equipment or any products, content, applications, services, facilities, connections or networks used or provided by us or third parties (collectively, the “Offering”);

•          you bear the entire risk as to the use, availability, reliability, timeliness, quality, security and performance of the Offering connections or networks; and

•          iRoam does not make any express or implied representations, warranties or conditions, including warranties of title or non-infringement, or implied warranties of merchantable quality or fitness for a particular purpose, with regard to the Offering.

All representations, warranties and conditions of any kind, express or implied, are excluded to the maximum extent permitted by applicable law. To the maximum extent permitted by applicable law, no advice or information, whether oral or written, obtained by you from iRoam or our agents, dealers or representatives, creates any term, condition, representation or warranty not expressly stated in the Service Agreement.

You are solely responsible for the following matters:

•          any access to the Equipment;

•          maintaining the security and privacy of your property and your transmissions using the Services, the Equipment or our facilities or network; and

•          protecting against any breaches of security or privacy or other risks involved in installing,

•          using, maintaining or changing the Services or the Equipment.

28.   Unless otherwise specifically set out in the Service Agreement, to the maximum extent permitted by applicable law, iRoam will not be liable to you or to any third party for:

•          any direct, indirect, special, consequential, incidental, economic or punitive damages (including loss of profit or revenue; financial loss; loss of business opportunities; loss, destruction or alteration of data, files or software; breach of privacy or security; personal injury; death or any other foreseeable or unforeseeable loss, however caused) resulting or relating directly or indirectly from or relating to the Offering or any advertisements, promotions or statements relating to any of the foregoing, even if we were negligent or were advised of the possibility of such damages;

•          the denial, restriction, blocking, disruption or inaccessibility of any Services, Equipment or identifiers (including telephone numbers);

•          any lost, stolen, damaged or expired Equipment, identifiers, passwords, codes, benefits, discounts, rebates or credits;

•          any error, omission or delay in connection with the transfer of telephone numbers to or from another telecommunications service provider or any limitation connected thereto;

•          any acts or omissions of a telecommunications carrier whose facilities are used to establish connections to points that we do not serve; or

•          any claims or damages resulting directly or indirectly from any claim that the use, intended use or combination of the Offering or any material transmitted through the Services infringes the intellectual property, industrial, contractual, privacy or other rights of a third party.

These limits are in addition to any other limits on iRoam's liability or set out elsewhere in the Service Agreement and apply to any act or omission of iRoam and its respective employees, officers, directors, agents and representatives, whether or not the act or omission would otherwise be a cause of action in contract, tort or pursuant to any statute or other doctrine of law.

Confidentiality of Your Information

29.   Unless you provide express consent, or disclosure is required pursuant to a legal power, all information regarding you kept by us, other than your name, address and listed telephone number, is confidential and may not be disclosed by us to anyone other than:

•          you;

•          a person who, in our reasonable judgment, is seeking the information as your agent;

•          another telephone company, provided the information is required for the efficient and cost-effective provision of telephone service and disclosure is made on a confidential basis, with the information to be used only for that purpose;

•          a company involved in supplying you with telephone or telephone-directory-related services, provided the information is required for that purpose and disclosure is made on a confidential basis, with the information to be used only for that purpose;

•          an agent retained by us in the collection of your account or to perform other administrative functions for us, provided the information is required for and used only for that purpose;

•          an agent retained by us to evaluate your creditworthiness, provided the information is required for and is to be used only for that purpose;

•          a law enforcement agency whenever we have reasonable grounds to believe that you have knowingly supplied us with false or misleading information or are otherwise involved in unlawful activities; or

•          a public authority or agent of a public authority if, in our reasonable judgment, it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of the information.

Express consent to disclosure may be obtained as follows:

•          by written consent;

•          by oral confirmation verified by an independent third party;

•          by electronic confirmation through the use of a toll-free number;

•          by electronic confirmation via the Internet; or

•          by consent through other methods, as long as an objective documented record of your consent is created by you or by an independent third party. Personal information collected in connection with the provision of the Services may be stored and processed in or outside Canada and may be subject to the laws of other jurisdictions.

Term; Suspension; Termination

30.   The term of the Service Agreement, and any applicable Commitment Period, starts on the Activation Date and shall continue indefinitely until terminated in accordance with the provisions of the Service Agreement or applicable law.

31.   Unless otherwise permitted by applicable law:

•          you may terminate all or any part of your Services upon no less than 30 days advance notice by contacting iRoam at the appropriate points of contact specified in these Terms; and

•          iRoam may terminate all or any part of your Services or accounts upon no less than 30 days advance notice to you at your billing address.

Applicable charges continue to apply until the end of the notice period or until the Services are no longer accessible by you, whichever is later. Additionally if you have subscribed to a service plan(s) for a Commitment Period or agreed to a Minimum Monthly Commitment for a period of time you will be subject to an Early Cancelation Fee equal to the Commitment Period and/or Minimum Monthly Commitment multiplied by the remaining months of commitment for Canada and $175.00 per mobile data card for China. See Section 8 and 9.

32.   We may restrict, block, suspend or terminate any or all of your Services or accounts, or identifiers in any way, without notice or liability to you, if:

•          you are in breach of the Service Agreement, including non-payment of your charges or noncompliance with any Policies;

•          you do not maintain Service usage within the prescribed credit limit;

•          you exceed reasonable usage limits, as determined by us;

•          you have given us false, misleading or outdated information;

•          we reasonably suspect or determine that any of your account, identifiers, Services or Equipment is the subject of fraudulent, unlawful or improper usage or usage that adversely affects our operations or the use of our services or facilities by others;

•          you harass, threaten or abuse us or our employees or agents;

•          you fraudulently or improperly seek to avoid payment to us;

•          bankruptcy or insolvency proceedings are instituted by or against you;

•          any account or service on which your Services depend is terminated for any reason; or

•          we reasonably believe that there is an emergency or extreme circumstance that would warrant such action.

33.   If we restrict, suspend, block or terminate your Services or accounts:

•          you must pay any amounts owing;

•          we may also suspend, block or terminate, without notice or liability, your Services under any other agreement or account that you may have with us or a related iRoam entity (including accounts that may be in good standing);

•          your rates for services with related iRoam entities may change in accordance with the terms of those services.

Arbitration

34.   To the extent permitted by applicable law, unless we agree otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the following items will be determined by final and binding arbitration to the exclusion of the courts:

•          the Service Agreement;

•          the Services or Equipment;

•          oral or written statements, advertisements or promotions relating to the Service Agreement, the Services or Equipment; or

•          the relationships that result from the Service Agreement.

35.   Where applicable, arbitration will be conducted in the Province of Ontario, on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in the province of Ontario on the date of the notice.

Intellectual Property

36.   All trademarks, copyright, brand concepts, names, logos and designs used by us are intellectual property assets, registered or otherwise, of, or used under license by, iRoam Mobile Solutions Inc. or of one of its affiliates. All are recognized as valuable assets of their respective owners, and may not be displayed or used by you in any manner for commercial purposes or copied in any manner for any purpose without the express prior written permission of the iRoam Legal Department.

General

37.   The Service Agreement, as amended from time to time, constitutes the entire agreement between you and iRoam for the Services and supersedes all prior agreements, written or oral, with respect to the same subject matter. If any portion of the Service Agreement is unenforceable, the remaining provisions continue in full force. Our failure to enforce strict performance of any provision of the Service Agreement does not mean we have waived any provision or right. Neither the course of conduct between us nor trade practice modifies any provision of the Service Agreement. The Service Agreement endures to the benefit of and is binding on you, your heirs and your legal personal representatives and on your and iRoam's respective successors and assigns. You may not assign or transfer the Service Agreement without our prior consent. We may assign or transfer the Service Agreement or any of our rights or obligations hereunder without your consent. The provisions of Sections 2, 3, 4, 5, 8, 9, 25, 26, 27, 28, 29, 31, 32, 33, 34, 35, 36, 37, 38, and survive termination of the Service Agreement. These Terms been drawn up in the English language at the express request of the parties. La présente convention a été rédigée en anglais à la demande expresse des parties.

Governing Law

38.   The Service Agreement is governed exclusively by the laws of the province of Ontario and you submit to the jurisdiction of the courts of Ontario.

How to Contact Us

39.   To contact iRoam regarding our Services: call 1-416-977-2277 or, go online at iroam.com or write to iRoam Customer Relations, 366 Adelaide St. West Suite 301 Toronto, Ontario, M5V 1R9.

40.   Any notice of a claim must be given to the iRoam Legal Department, 366 Adelaide St. West, Toronto, ON M5V 1R9.

41.   Any notice shall be deemed to have been given on the date on which it was sent by the party giving the notice.

Trademarks of iRoam Mobile Solutions Inc., used under license. © 2007                                                                                  Ver.23Juuly09