AT&T Private Cellular Networks℠ End User License Agreement

1. DEFINITIONS:

(a) “AT&T,” “Licensor,” “We,” “Our” and “Us” mean AT&T Corp. and its operating affiliates, pertinent suppliers, agents, employees, successors and assigns. (b) “AT&T Private Cellular Networks” (PCN or Service) means the service provided by AT&T, which includes: equipment purchased from AT&T including a network core, radio access network equipment, SIM cards (Hardware); software in object code form only, embedded in Hardware (“Software”); optional Apps; a management platform; and installation and management services provided by AT&T; (c) “Warranty Period” means the period of time established in a Service statement of work during which a warranty applies; and (d) “You,” “Your,” “Company,” and “Licensee” mean the entities subject to the Business Agreement, the authorized representatives of those entities and all users of the Service.

1.1 THE LICENSED MATERIALS:

The Licensed Materials means the Software, applicable Apps, and Documentation that allow You to establish with Hardware an end-to-end, self-contained private cellular network. The monthly recurring charge for the Service includes Licensed Materials other than Apps. The Software works only with the Hardware.

1.2 PERMITTED USES.

The Licensed Materials are intended exclusively for standard business uses in connection with the Service.

2.1 License Grant.

Subject to the restrictions set forth in Section 2.2, AT&T grants You a personal, revocable, non-exclusive, non-transferable, non-sublicensable, indivisible, limited right to use the Licensed Materials to enable and use the Service strictly in accordance with the terms and conditions of this License, and all applicable local, national, and international laws and regulations.

2.2 Restrictions on Use.

Without the prior written approval of AT&T, which shall take into account legal restrictions and appropriate network design and engineering, Licensed Materials must not be used (i) in any hazardous environments requiring fail-safe performance, including, but not limited to, aircraft navigation or communication systems, air traffic control, in the operation of nuclear facilities, direct life support machines or defense systems, in which the failure of products could lead directly to death, personal injury, or severe physical or environmental damage; or (ii) for any military purpose, including chemical, biological or nuclear weapons, or missiles capable of delivering such weapon. Additionally, You shall not: (a) reverse engineer, decompile, translate, adapt, arrange, disassemble, error correct, or otherwise alter or attempt to derive the source code of, or decrypt encrypted Licensed Materials for any purpose; (b) use the Licensed Materials for any purpose other than using the Service or modify, adapt, improve, or create any derivative work from the Licensed Materials (c) violate any applicable laws, rules or regulations in connection with Your access or use of the Licensed Materials; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of AT&T or its collaborators, licensors or its or their suppliers; (e) use the Licensed Materials in a manner that derives revenue directly from such use, or use the Licensed Materials for any other purpose for which they are not designed or intended, including but not limited to hosting or timesharing; (f) use the Licensed Materials to send any unsolicited commercial e-mail; (g) use any Licensed Materials in the design, development, manufacture, licensing or distribution of any application, accessories or devices for use with the Licensed Materials; (h) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Licensed Materials or (i) reproduce, archive, retransmit, distribute, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the Licensed Materials; or (j) make the Licensed Materials or any parts thereof (including any methods or concepts utilized or expressed therein) available to any person except to its employees on a “need to know” basis, always provided that such employees must be required to comply with the terms and conditions of the License.

2.3 Software Updates.

Upon AT&T’s notification to You, You will (a) install (or have installed) pre-announced Software updates and upgrades within 60 days of release and availability from AT&T or its supplier; and (b) install (or have installed) emergency Software updates within 7 days of release and availability from AT&T or its supplier.

3.1 Rights to Licensed Materials.

The Licensed Materials (including their source and object code), any copies thereof, and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of AT&T or its collaborators, licensors, or suppliers. The source and object code of the Licensed Materials are the proprietary and confidential information of AT&T and its collaborators, licensors and its and/or their suppliers. The Licensed Materials are licensed, not sold, to You. Title to the Licensed Materials shall remain with AT&T and/or its collaborators, licensors and suppliers. With notice reasonable under the circumstances, AT&T and its collaborators, licensors, and suppliers reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the Licensed Materials (or any copy thereof) at any time and will have no liability for doing so. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the Licensed Materials by implication, estoppel or other legal theory, and all rights in and to the Licensed Materials not expressly granted in this License are hereby reserved and retained by AT&T and/or its collaborators, licensors and suppliers. These obligations survive termination of this License.

3.2 AT&T Marks.

The following company names and their related logos and all related product and service names, design marks and slogans are trademarks and service marks owned by and used under license from or to AT&T: “AT&T” and “AT&T Private Cellular Networks” (the AT&T Marks). You are not authorized to use the AT&T Marks in any advertising, publicity or in any other commercial manner without the prior written consent of AT&T, which may be withheld for any or no reason. These obligations survive termination of this License.

3.3 Open Source Software.

The Licensed Materials may include third party software that is subject to open source license terms (Open Source Software). You acknowledge and agree that Your right to use such Open Source Software as part of the Licensed Materials is subject to and governed by the terms and conditions of any applicable open source license (the Open Source License Terms) which AT&T shall make available to You upon request. In the event of a conflict between the terms of this License and the Open Source License Terms, the Open Source License Terms shall control.

4. NO RESPONSIBILITY FOR THIRD PARTY CONTENT AND SERVICES.

The Licensed Materials may permit access to products, services, websites, and content from vendors and other third parties (“Third Party Content and Services”). Your use of Third Party Content and Services may be subject to additional terms of use set by those third parties. YOUR USE OF THIRD PARTY CONTENT AND SERVICES IS AT YOUR SOLE RISK AND DISCRETION. AT&T does not investigate, monitor, represent, endorse or publish the Third-Party Content and Services. AT&T shall have no liability to You arising out of or in connection with Your access to and use (or misuse) of the Third-Party Content and Services.

5. TERM AND TERMINATION.

This License shall be effective until terminated. For clarity, all Licenses granted under this EULA shall terminate when the Service term expires or is terminated. AT&T may terminate this License if You violate its terms or fail to pay the Service subscription. Upon the termination of this License, You shall cease all use and uninstall the Software and Apps if applicable. All copies of the Documentation must be destroyed or returned to AT&T, and upon request You shall furnish AT&T with evidence satisfactory to it or its licensors that all copies thereof not returned have been destroyed, including partial copies and related materials. AT&T will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of terminating this License in accordance with its terms, and termination of this License will be without prejudice to any other right or remedy AT&T may have, now or in the future. These obligations survive termination of this License.

6. LIMITED WARRANTY.

AT&T hereby warrants that, during the Warranty Period, the unmodified Software, and Apps, if applicable, when used in accordance with the associated Documentation, will materially conform to the technical specifications set forth in the applicable Documentation. This limited warranty is void if failure arises from: (i) normal wear and tear; (ii) the consequences of improper or negligent use, storage or handling; (iii) repair or modification by You or a third party without prior written authorization from AT&T; (iv) use or installation in connection with other products that do not fit the Specifications of the Hardware or have not been approved by AT&T; (v) use or installation in a manner that does not comply with the technical Specifications of the Hardware; or (vi) any damage to the Hardware by power failure, fire, explosion or any act of God or other cause beyond AT&T’s control. Your sole remedy for any breach of this limited warranty shall be, at AT&T’s sole discretion, either (i) return of the price paid by You for the covered defective Licensed Materials during the period when it fails to perform as described above or (ii) a patch release or maintenance release consistent with the response times for the support service purchased. The limited warranty set forth in this Section will terminate upon any termination of the License granted hereunder.

6.1 Disclaimer of Warranty.

YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE LICENSED MATERIALS ARE PROVIDED ON AN “AS IS’ AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE LICENSED MATERIALS IS AT YOUR SOLE RISK AND DISCRETION. TO THE EXTENT NOT PROHIBITED BY LAW, AT&T AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE LICENSED MATERIALS, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS LICENSE, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AT&T AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THE LICENSED MATERIALS WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE LICENSED MATERIALS WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE LICENSED MATERIALS WILL BE REPAIRED OR REPLACED OR THAT THE LICENSED MATERIALS WILL BE MAINTAINED. AT&T AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE LICENSED MATERIALS WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR DEVICE(S) OR ANY PIECE OF HARDWARE OTHER THAN THAT PURCHASED FROM AT&T FOR USE WITH PCN SERVICE AND THE SOFTWARE AND HARDWARE INSTALLED ON OR DEVICE USED IN CONNECTION WITH THE PCN SERVICE. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN AFFECT THE PERFORMANCE OF YOUR DEVICE(S), AND MAY RESULT IN DAMAGE TO YOUR DEVICE, LOSS OF THE DATA LOCATED ON YOUR DEVICE(S), AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR DEVICE(S). YOU ACKNOWLEDGE AND AGREE THAT AT&T AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED, RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. SHOULD LICENSED MATERIALS PROVE DEFECTIVE, AT&T HAS NO OBLIGATION TO REPAIR OR REPLACE THEM. THIS SECTION 6 SHALL SURVIVE TERMINATION OF THIS LICENSE.

7. LIMITATION OF LIABILITY.

EXCEPT TO THE EXTENT PROHIBITED BY LAW AND FOR PROVEN DIRECT DAMAGES FOR DEATH OR PERSONAL INJURY, AND CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES SHALL AT&T, ITS COLLABORATORS, SUPPLIERS OR LICENSORS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH OR RELATING TO THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE LICENSED MATERIALS, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, YOU AGREE YOU WILL NOT SEEK TO HOLD AT&T, ITS COLLABORATORS, SUPPLIERS OR LICENSORS LIABLE FOR LOST CONTENT OR DATA (INCLUDING PERSONAL DATA) OR FOR UNAUTHORIZED ACCESS TO SUCH CONTENT OR DATA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AT&T’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (i) THE INITIAL PURCHASE PRICE PAID BY YOU FOR, OR (ii) THE AGGREGATE AMOUNT YOU PAID TO AT&T FOR THE SERVICE SUBSCRIPTION DURING THE TWELVE MONTHS PRECEDING THE DATE THAT THE CLAIM ARISES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS SECTION 7 SHALL SURVIVE TERMINATION OF THIS LICENSE.

8. INDEMNIFICATION.

Except where prohibited by law and notwithstanding any provision to the contrary in a Business Wireless Service Agreement, You shall indemnify, defend and hold harmless AT&T and its collaborators, suppliers and licensors, and their officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of, in connection with or related to the following: (i) Your access to or use of the Licensed Materials or Third Party Content and Services; (ii) Your breach of this License; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party. You will promptly notify AT&T in writing of any third-party claim arising out of or in connection with Your access to or use of the Licensed Materials. These obligations survive termination of this License.

9. MISCELLANEOUS.

The following provisions survive termination of this License:

9.1 Survival.

Any provisions of this License which by their express language or by their context are intended to survive the termination of this License shall survive such termination. The following provisions also expressly survive termination of this License.

9.2 Governing Law, Limitation on Actions.

Except where prohibited by law, this License shall be deemed to take place in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. To the maximum extent permitted by applicable law, You agree that any cause of action arising out of or relating to this License, the application or Your use of the Licensed Materials must commence within one (1) year after the applicable cause of action accrues in accordance with any dispute resolution provision of Your Business Agreement. Otherwise, such cause of action is permanently barred.

9.3 Remote access.

You hereby grant AT&T remote access to Your systems and tools with sufficient ability as reasonably required by AT&T to verify that Your use of the Licensed Materials is in compliance with this License.

9.4 Severability.

If any provision of this License is held to be invalid or unenforceable, the remaining provisions shall not be affected and shall remain valid and enforceable to the fullest extent permitted by law.

9.5 Waiver.

Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute waiver of any subsequent breach.

9.6 Export Control; Lawful Use.

You may not export or re-export the Licensed Materials except as authorized by United States law and the laws of the jurisdiction(s) in which the Software was obtained. You represent and warrant that You are not located and will not use the Licensed Materials in any country that is (a) subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties, including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. You may not use the Licensed Materials in any manner or for any purpose prohibited (a) by United States law, regardless of where You use the Licensed Materials, or (b) by local law, in the jurisdiction(s) in which You use the Licensed Materials.

9.7 U.S. Government Rights in Commercial Computer Software.

The Licensed Materials were developed at private expense. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all software and accompanying documentation provided in connection with this Agreement are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

9.8 Performance or Benchmark Testing.

You may not disclose the results of any benchmark test using the Licensed Materials to any third party without AT&T’s prior written approval.

9.9 Modification or Amendment.

To the extent not prohibited by law, AT&T may modify or amend the terms of this License at any time, with or without direct notice to You, by posting a copy of the modified or amended License available through the Licensed Materials. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Licensed Materials following the date on which the modified or amended License is made available through the Licensed Materials or the applicable web site.

9.10 Third Party Beneficiaries.

Except as expressly provided in this License or in incorporated agreements, nothing contained in this License is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.

9.11 No Transfer by You.

You may not transfer or assign this License to any other person or entity without AT&T’s prior written approval. Any attempted transfer by You in contravention of this License shall be null and void. These obligations survive termination of this License. AT&T may assign this License without restriction.

9.12 Entire Agreement.

This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Licensed Materials licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.