1. Access to Aeris ServicesAeris will provide the Aeris Services to Customer in accordance with the terms of the Services Agreements. If Customer chooses to receive any new products or services from Aeris, the new products or services will be governed by the terms of the Services Agreements (including any additional terms specified by Aeris as applicable to such new products or services) unless the parties agree otherwise.
2. Accounts and Devicesa) Account Setup. In order to access Aeris Services, Customer must consent to this Agreement and open an Account by providing correct and complete contact information and such additional information about its business as Aeris may reasonably request. Customer must also authorize payment of all initial and ongoing Fees. b) Beginning Service. Customer must (i) acquire Devices, (ii) purchase and install a SIM Card in each Device that will use Aeris Services (if applicable) and (iii) follow the Device provisioning instructions on the Web Portal (if applicable). c) Account and Device Management. Customer can manage its Devices and Account, add or cancel Devices, purchase additional SIM Cards, order or cancel services and make other changes at the Web Portal using the Management Services.
i. all fees for usage of Aeris Services by each of Customer’s Devices, regardless of whether such activity is due to fraud or malfunction of a Device or Application, until Customer cancels the Device at the Web Portal; and
ii. fees for all other Aeris Services ordered by Customer;f) Compliance with Laws and Services Agreements. Customer will comply with all terms of the Services Agreements and with all laws applicable to its use of the Aeris Services.
4. Aeris Responsibilitiesa) Sale of SIM Cards. Aeris will sell SIM Cards in accordance with the Standard Billing and Purchase Terms. b) Aeris Services. Aeris will provide the Aeris Services ordered by Customer in compliance with this Agreement. c) Invoicing. Aeris will invoice Customer promptly and accurately in accordance with this Agreement and the Standard Billing and Purchase Terms. d) Compliance with Laws and Services Agreements. Aeris will comply with all laws applicable to its provision of the Aeris Services and with all terms of the Services Agreements.
5. Feesa) Fees. The applicable Fees for SIM Cards and Aeris Services are shown on the Pricing Schedule. Fees do not include any local, state or national taxes or fees, import or export duties or other surcharges, including any VAT. Aeris will list any taxes, fees, import or export duties and surcharges on the Billing Statement and Customer will pay them unless it can provide Aeris with a valid exemption certificate. b) Right to Change Fees. Aeris may change the Fees from time to time. Aeris will post notice of any change in Fees on the Web Portal, and any change in Fees will take effect thirty (30) days after Aeris posts notice of the new Fees on the Web Portal. Aeris will also use reasonable efforts to provide notice to Customer by email of any increases in Fees. c) Quoted Fees. Fees for Professional Services or other custom features are as quoted to Customer by Aeris from time to time. Customer may request quotes for such services by contacting Aeris Sales.
6. Billing and Paymenta) Method of Payment. All Fees are to be paid by an acceptable credit card or debit card or, if available, by debit to a checking account. Customer must authorize recurring billings to its chosen card or checking account and must keep this payment information current. b) Time of Payment
i. Payment for SIM Cards is processed on shipment;
ii. Payment for any prepaid services is processed when the prepaid services are made available to Customer; and
iii. All other Fees are billed monthly and payment is processed ten (10) business days after the date of a Billing Statement.c) Billing Statements. Aeris will provide a Billing Statement for all sales of SIM Cards at the time of sale and for prepaid services at the time that payment is processed. Aeris will use reasonable efforts to send a Billing Statement for all other Fees within five (5) business days of the end of each calendar month. d) Billing Disputes. Customer may dispute any item on a Billing Statement in good faith by giving a written notice to Aeris using the contact information provided on each invoice no later than ten (10) business days after the date of the Billing Statement that details why it disputes the identified items. Aeris will investigate and resolve all billing disputes within twenty (20) business days of receiving the notice. If Aeris reasonably determines that an amount is due to Customer, Aeris will promptly credit Customer’s Account or, if this Agreement has been terminated, issue a refund. If Aeris reasonably determines that an amount is due to Aeris, then Customer agrees that Aeris may process a payment transaction for that amount. Customer understands that billing information available for the Account on the Web Portal may not be complete, and that Aeris records are the controlling source of information. e) Effect of Late Payments. If any undisputed Fees that are due are not paid by the due date for any reason, including expiration or cancellation of any credit or debit card, revocation of any payment authorization, or any refusal of any bank or processing party to authorize the transaction, Aeris may:
i. charge interest on the delinquent Fees from the due date until the amount is paid at 1.5% per month or the highest amount allowed by law, whichever is lower; and
ii. suspend Customer’s access to the Web Portal and ability to use Aeris Services until all delinquent Fees are paid or until this Agreement is terminated as provided below.
7. Support and Warrantiesa) SIM Cards. Aeris provides a limited warranty for SIM Cards as described in the Standard Billing and Purchase Terms. b) Aeris Services. Aeris provides certain Support to Customer at no additional charge as described in the Support Policy. Customer may purchase enhanced Support for an additional Fee. Aeris warrants that the Aeris Services will operate in all material respects in compliance with the descriptions of such services in the Documentation. Customer’s sole remedies for a violation of this warranty are (i) to access Support in accordance with the Support Policy and (ii) if Aeris is not able to resolve Customer’s issue, to terminate this Agreement and receive a refund of any prepaid Fees for Aeris Services not yet used. c) Warranties to End Users. The foregoing warranties are for Customer only. Customer will be responsible for warranting the performance of its services and Applications to its End Users, for providing first line support to its End Users and for accessing any applicable warranty support from Aeris. d) No Other Warranties. Aeris disclaims all other statutory, implied, or express warranties of any kind for any products or services, including warranties of merchantability, fitness, or non-infringement.
i. All outstanding Fees become immediately due and payable and Aeris may immediately submit such Fees for payment using Customer’s current payment method;
ii. Unless this Agreement is terminated by Aeris for the breach or default of Customer, Aeris will refund any prepaid Fees for Aeris Services not yet used;
iii. Customer will use best efforts to cancel its Devices at the Web Portal, and if Devices are not promptly canceled, Customer agrees that Aeris may do so;
iv. Customer will promptly retrieve any Customer Data stored on Aeris systems, and Aeris may delete or destroy any such data remaining on its systems twenty (20) business days after the effective date of termination;
v. All Customer or End User access to the Web Portal and to Aeris Services will stop; and
vi. All terms of the Services Agreements that are intended to continue after termination will survive.