CONNECTED ANALYTICS MASTER SERVICES AGREEMENT This Connected Analytics Master Services Agreement (“Agreement”) is entered into between Connected Analytics, Inc. a Georgia corporation, with an office at 5920 Odell Street, Suite 105, Cumming, GA 30040 (“Connected”), and _________________, with an office at _______________________ (“Customer”) as of _____________, 2019 (“Effective Date”). WHEREAS Connected provides a cloud-based platform to enable software as a service (SaaS) Internet of Things (IOT) / SIM management software solutions (the “Services”), including the business of (a) monitoring, managing, controlling and monetizing the SIM card communication layer between clients/users/customers/resellers and carriers utilizing Application Programming Interfaces (APIs) to connect to carrier/reseller based IoT platforms, and (b) offering machine-learning capabilities to provide advanced analytics that can include connectivity management, activation, and deactivation of SIM cards, rate plan optimization, detection of potential fraud or malfunctioning devices, potential security breaches, alerting capability and more, all on an automated basis. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 1. SERVICES (a) Use. Subject to the terms and conditions of this Agreement, Connected hereby grants Customer during the Term (as defined below), a non-exclusive, non-transferable, worldwide, right to access and use the Services for Customer’s business purposes. Customer may permit its employees and contractors to access and use the Services to further Customer’s business purposes in accordance with the terms herein. (b) Order. Connected shall provide Customer access to and use of the Services in accordance with the terms of this Agreement and any mutually agreed upon quote identifying the services to be made available by Connected pursuant to this Agreement and the fees incurred for such services (an “Order”). In the event of any conflict between this Agreement and an Order, the terms of the Order will control solely to the extent of such conflict. Connected will use commercially reasonable efforts to provide the Services. (c) Training. Connected shall provide remote phone and web-based training sessions related to the use of the Services to the extent set forth in an Order to those individuals specifically identified in the Order (“Administrators”). Additional training services requested that are not in the Order are subject to Connected’s fees at the time of the request. Customer is responsible for making a good-faith effort to have its Administrators attend all training sessions established by Connected. (d) Phone and Email Support. Connected will, during the Term, provide phone, email or chat support to Administrators, Monday through Friday, 6 a.m. – 5:00 p.m. PST, U.S. holidays excluded. Connected shall have no support obligations with respect to non-Administrators. (e) Connected’s Response. Connected shall endeavor to respond to Customer’s support inquiries within 24 business hours, provided that Customer supplies Connected with prompt, reasonable assistance, information and/or materials requested, including without limitation any information needed to replicate, diagnose, and correct any error or other problem reported by Customer relating to the access or use of the Connected Services. Information that Connected may request to aid in the diagnosis and resolution efforts may include (but not limited to): (i) the name and contact information of the reporting person; (ii) symptoms of the suspected failure; (iii) any testing performed by Customer with respect to the suspected failure; and (iv) whether use of the Connected Services may be temporarily suspended by Connected for testing purposes. Connected shall respond only to support inquiries originated by Customer, and Customer shall be responsible for responding to the support inquiries of its authorized users. 2. LIMITATIONS (a) Customer shall not, and shall not permit any Administrator, employee, contractor, agent or any other party to: (a) reverse engineer, copy, disassemble or decompile any component of the Services; (c) interfere in any manner with the operation of the Services or the hardware and network used to operate the Services; or (c) sublicense any of Customer’s rights under this Agreement, or otherwise use the Services for the benefit of a third party outside of the terms of this Agreement. Customer shall not use the Services for any purpose that is unlawful or prohibited by this Agreement, or by any law, regulation, statute or court order. Customer may not use the Services in any manner that could damage, disable, overburden, or impair any Connected or subscriber server, or the network(s) connected to any Connected or subscriber server, or interfere with any other party’s use and enjoyment of any of the Services. Customer may not attempt to gain unauthorized access to any part of the Services, other accounts, computer systems or networks connected to any Connected or subscriber server or to any part of the Services, through hacking, password mining or any other means. Customer may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. (b) Except as expressly set forth herein, Customer shall not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Services’ control or security systems, or allow or assist a third party to do so. 3. OWNERSHIP (a) Connected Technology. Customer acknowledges that Connected retains all right, title and interest in and to the Services, and all proprietary information and technology used by Connected or provided to Customer in connection with the Services (the “Connected Technology”), is protected by intellectual property rights owned by or licensed to Connected. (b) Customer Data. Customer agrees that the data, information, content and materials uploaded or otherwise made available by Customer or on Customer’s behalf to the Services (“Customer Data”) is the exclusive property of Customer. (c) Use of Customer Data. Customer hereby grants to Connected the rights (a) to use the Customer Data as necessary for purposes of providing the Services and support to Customer. Customer acknowledges and agrees that Connected may use Customer Data on an aggregated and anonymized basis in perpetuity to improve the Services. Customer represents and warrants that (a) Customer has all rights necessary to grant Connected the rights set forth herein, and Connected’ s exercise of such rights will not require Connected to provide any notices or obtain any consents of any other person, (b) the Customer Data, and Customer’s provision, delivery or other disclosure of Customer Data to Connected does not and will not violate any applicable law, rule or regulation; and (c) the Customer Data does not infringe upon, misappropriate, or otherwise violate any third party’s intellectual property, publicity or privacy rights. (d) Communications from Connected. Connected may periodically contact Customer or its Administrators for customer service purposes. By accessing the Services, Customer consents to receive such communications. Customer agrees that Connected may reference its business relationship with Customer in its marketing or sales materials, including the use of any of Customers logo’s or trademarks/service marks. Connected may use any feedback or comments provided by Customer for any purpose. 4. FEES AND PAYMENT OF SERVICES (a) Payment. Customer shall pay Connected the fees set forth in any Order (“Fees”) within thirty (30) days of the date of Connected’s invoice. Any Fees paid by Customer are non-refundable. Billing will commence on the date the Order has been agreed to (‘Commencement Date”). Upon any Renewal Term (as defined below), Connected may increase pricing for Services. (b) Late Fees. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month. Connected may suspend its performance hereunder until all past-due amounts are paid in full. Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Connected’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of access to the Services to Customer. (c) Overage Fees / Usage Limits. Some Services may be subject to usage limitations as set forth in an Order (“Usage Limits”). If Customer exceeds its Usage Limits, Customer shall pay the overage fees set forth in the Order (“Overage Fees”). All Overage Fees will be billed in arrears on the first day of each month following the month of usage. In the event that Customer wishes to increase its Usage Limits beyond the maximum number for which fees have been paid, Customer shall be required to pay additional fees as defined through an Order. (d) Expenses. Customer shall reimburse Connected for all additional expenses that are pre-approved by Customer incurred outside of the Fees specified, including but not limited to Connected’s reasonable out-of-pocket (including travel and living) expenses incurred in performing its obligations hereunder. 5. TERM AND TERMINATION (a) Term. This Agreement commences on the date “Effective Date” and remains in effect until all Orders have expired or have been terminated. Unless otherwise set forth in the applicable Order, each Order shall commence on the effective date of such Order and continue for a period of one (1) year (the “Initial Term”). Each Order will automatically renew for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, such Order’s “Term”), unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiration of the then-current term. All requests for non-renewal must be submitted in writing to Connected Analytics Inc. (b) Termination. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.; (iii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iv) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (v) makes or seeks to make a general assignment for the benefit of its creditors; or (vi) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 6. EFFECT OF TERMINATION Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, shall immediately terminate; (b) within thirty (30) days after the Effective Date of termination, each party shall comply with the obligations to remove all Confidential Information of the other party, as set forth in the section titled Confidentiality below; (c) within thirty (30) days after the Effective Date of termination, Connected shall discontinue all use of Customer Data and destroy all copies of Customer Data in its possession; and (d) customer will remit payment for any outstanding Fees for Services performed prior to the effective cancellation. Connected’s rights to use aggregated and anonymized data pursuant to Section 3 above, and the sections and subsections titled Disclaimers, Limitation of Liability, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination of this Agreement for any reason. 7. DISCLAIMERS. CONNECTED MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CONNECTED DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE CONNECTED SERVICE AND CONNECTED SYSTEM SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. 8. LIMITATION OF LIABILITY (a) Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER CONNECTED NOR ITS SUPPLIERS SHALL BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH CONNECTED’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICES OR OTHER PRODUCTS OR SERVICES HEREUNDER. (b) Amount of Damages. THE MAXIMUM LIABILITY OF CONNECTED ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO CONNECTED DURING THE THREE (3) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER. 9. DATA SECURITY (a) Connected will use commercially reasonable efforts to protect Customer Data against any unauthorized access, disclosure or use, and will promptly notify Customer of any known or suspect breaches involving Customer Data. (b) The Customer is responsible for providing and administering usernames and passwords for all Administrators (the “Account Information”). Each Administrator must have a valid username and password for the purpose of accessing the Services. Customer and Administrations shall keep all Account Information strictly confidential. Account Information may be used only by the assigned Administrators and may not be shared or transferred without your consent and control. Customer is responsible for maintaining the confidentiality of that Administrators’ usernames and passwords and for any and all activities that occur under all Customer’s accounts. Customer agrees to notify Connected immediately of any unauthorized use of Customer’s accounts or any other breach of security. Connected shall not be liable for any loss that Customer may incur as a result of someone else using your Customer’s passwords or accounts, either with or without the Customer’s knowledge (c) Customer acknowledges and agrees that it is solely responsible for (a) the accuracy, quality, integrity and legality of all Customer Data, (b) all changes, additions to, or deletions of Customer Data that are made using Customer’s passwords and other login credentials, (c) the security of all passwords and other login information required in order the access the Services, and (d) the security of all Customer Data sent to Connected via unsecure or unencrypted methods. In the event Customer sends Customer Data via unsecured channels, Customer hereby consents to Connected sending the Customer Data via the same channels. Customer will immediately notify Connected if it becomes aware of any unauthorized access, disclosure or use of Customer’s passwords. (d) The Connected Service may provide links that Customer to leave the Services and/or access third party websites. The linked sites in many cases are not under the control of Connected and Connected is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Connected is not responsible for webcasting or any other form of transmission received from any linked site. Connected provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Connected of the site. 10. CONFIDENTIALITY (a) Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information (collectively, “Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, the Services, and all enhancements and improvements thereto will be considered Confidential Information of Connected. (b) Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence. 11. INDEMNIFICATION (a) By Connected. Connected will defend at its expense any suit brought against Customer, and will pay any settlement Connected makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services infringe, misappropriate or violate any U.S. intellectual property rights. If any portion of the Services becomes, or in Connected’s opinion is likely to become, the subject of a claim of infringement, Connected may, at Connected’s option: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees actually paid by Customer to Connected for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Services. Notwithstanding the foregoing, Connected shall have no obligation under this section or otherwise with respect to any infringement claim based upon (x) any use of the Services in combination with other products, equipment, software or data not supplied by Connected; or (y) any modification of the Services by any person other than Connected or its authorized agents. This subsection states the sole and exclusive remedy of Customer and the entire liability of Connected, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions. (b) By Customer. Customer will defend at its expense any suit brought against Connected, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Customer’s breach or alleged breach of the subsections titled Customer Data or Data Security. This subsection states the sole and exclusive remedy of Connected and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein. (c) Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. 12. MISCELLANEOUS (a) Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Georgia, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Forsyth County, Georgia arising from or related to this Agreement. (b) Dispute Resolution. In the event of any dispute, claim, question or disagreement (other than the failure of Customer to make payment for Services) arising out of or relating to this Agreement or the transactions contemplated herein (hereinafter referred to as a “Dispute”), such Dispute will be submitted to binding arbitration in accordance with the Georgia Arbitration Code (O.C.G.A. §9-9-1, et seq.) and the procedures set forth below. In the event of any inconsistency between the Georgia Arbitration Code and the procedures set forth below, such procedures will control. Judgment upon the award rendered by the arbitrator may be entered and enforced by any court of competent jurisdiction. The location of the arbitration will be Forsyth County, Georgia. The arbitrator will be chosen by mutual agreement of the parties hereto, or, if the parties are unable to agree, by the Chief Judge of the Forsyth County Superior Court. The arbitrator may grant any legal or equitable remedy or relief the arbitrator deems just and equitable, to the same extent that remedies or relief could be granted by any state or federal court in the United States, and the decision of the arbitrator will be binding on the parties. The expense of arbitration, including the arbitrator’s fees, expert witness fees and attorney’s fees and expenses, may, in the discretion of the arbitrator, be awarded to the prevailing party or apportioned between the parties in any manner deemed appropriate by the arbitrator; provided, that unless and until the arbitrator determines otherwise, the parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator. Notwithstanding anything contained in this paragraph to the contrary, the parties to this Agreement shall have the right to resort to a court of competent jurisdiction to obtain temporary or preliminary injunctive relief for a breach or threatened breach of any of the provisions of this Agreement. This Section is specifically approved by initials noted below. CONNECTED: _________ CUSTOMER: _________ (c) Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Customer agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any other provision. (d) Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. (e) No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. (f) Reserved Rights. Connected hereby reserves all rights in and to the Services not expressly granted in this Agreement. Nothing in any Order or the Agreement shall limit in any way Connected’s right to develop, use, license, create derivative works of, or otherwise exploit the Services or to permit third parties to do so. (g) Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. (h) Independent Contractors. Customer’s relationship to Connected is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Connected. (i) Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing, including electronic submissions, to the other party at the address listed on most recent Order. The individual or entity licensing the offering (“customer”) represents and warrants that (1) it has read, understands and agrees to be bound by the terms of this agreement (“agreement”), (2) is of legal age to form a binding agreement with Connected, and (3) has the authority to enter into this agreement personally or on behalf of the entity you have named as the user and to bind that entity to this agreement. If customer does not agree to be bound by this agreement, customer may not access or use the Services. (j) Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Connected. Signatures Connected Analytics, Inc: ___________________________________ By: Robert Bruckner, its President Date: _________________________ CUSTOMER: __________________________ ___________________________________ By: Signature ___________________________________ Printed Name ___________________________________ Title ___________________________________ Company Name Date: ___________________________