Xplore Business Terms of Use

Xplore Inc. (“Xplore”) agrees to provide to the Customer the services (the “Xplore Services”), with installation and commissioning of the services, as specified on the first page of this Agreement (as may be updated, amended or added to from time to time, the “Schedule(s)”). The parties may from time to time execute additional Schedule(s) covering such further Xplore Services as may be agreed upon. Subject to the Customer’s right to terminate this Agreement as detailed in section 5 below, Xplore may expand or contract the scope of the Xplore Services by issuing to the Customer amended Schedule(s) at least 30 days in advance of such change. In addition, Xplore may modify, reconfigure, change, adjust or replace the Equipment and/or Services at any time, as it considers necessary or desirable, based on Customer location and availability of Xplore Services.

The Customer agrees to pay to Xplore fees for its use of the Xplore Services and the Equipment as specified in the Schedule(s), including, without limitation, the monthly recurring charge for service (“MRC”) and the non-recurring charge (“NRC”) as applicable. The first month of the MRC and NRC are payable upon installation. Thereafter, monthly recurring charges will be invoiced at monthly intervals. All pricing is in Canadian funds and does not include any applicable taxes or applicable fees.

The Customer agrees that it will receive and use the Xplore Services only for commercial use and only in accordance with and for the purposes specified in this Agreement, the General Terms and Conditions, the Xplore Internet Use Policy (business.xplore.ca/policies/internet-use-policy/), and, where applicable, that it will use commercially reasonable efforts to ensure that its clients only use the Xplore Services in accordance with the terms set out in this Agreement.

Customer acknowledges and agrees that it will have no right, title and/or interest in the Equipment except to use the Equipment for the purposes of receiving and transmitting telecommunications data. Customer will not itself and, where applicable, will ensure that its clients do not:

• permit any numbering or lettering displayed on the Equipment to be removed, altered, disfigured or covered up;
• permit the Equipment to be operated by or come under the possession or control of any person other than the Customer, its agents or employees, or its clients;
• permit the Equipment to be removed from the site(s) specified in the Schedule(s) (the “Site(s)”);
• permit any degradation of the environmental or operating conditions under which the Equipment is to operate, from those conditions in effect at time of installation.

The Equipment shall remain the property of Xplore, regardless of the manner in which the Equipment may become attached to any land or premises.

The Customer shall ensure that through any of its own acts, the Equipment does not become subject to any lien, levy, charge, security interest or other encumbrance whatsoever. In the event of the Equipment becomes subject to any lien, levy, charge, security interest or other encumbrance whatsoever or the removal of the Equipment from the Site(s), Xplore, without notice and using lawful means, may enter the Site(s) or other place(s) where the Equipment in question is located and take immediate possession and remove it, whether affixed to realty or not, retaining possession and suspending Xplore Services accordingly until the breach is corrected. Where the Site(s) is on the premises of a client of the Customer, the Customer shall ensure its client’s acknowledgement that Xplore may enter and remove the Equipment. Xplore shall not incur any liability to Customer or its clients for or by reason of such entry or taking of possession, whether there is damage to property or otherwise and Customer shall indemnify Xplore for any such third party claims that may be made against Xplore

The term(s) for the Xplore Services and the Equipment are set out in the Schedule(s). This Agreement will commence on the day of service installation. Unless earlier terminated in accordance with section VI. Termination by Customer, this Agreement and the Schedule(s) will continue in effect for the duration of the term(s). If Xplore has not received written notice of termination from the Customer sixty (60) days prior to the expiration of the initial term, this Agreement and all associated Schedules will roll over into an additional one year period at the rates and conditions prescribed in the initial term or as otherwise negotiated. The Customer upon thirty (30) days written notice to Xplore may terminate this additional one year period at any time. The Customer agrees that it shall not in any way assign this Agreement without the express written consent of Xplore, such consent not to be unreasonably withheld.

For Customers who terminate for convenience any Schedule or this Agreement prior to the expiry of the contracted service term or if Xplore terminates this Agreement pursuant to the Customer failing to fulfil its obligations under this Agreement, the Customer will be liable to pay to Xplore, in addition to all charges owing, an amount equal to 50% of the MRC for each of the months remaining in the Initial Term. If the Customer terminates due to Xplore not fulfililng its obligations under this Agreement, either through Service or Equipment supplied, then the Customer will only be required to pay until the month the Agreement is cancelled.

The Service includes a limited lifetime warranty for the Equipment and extended service repair warranty for the duration of the Service. The service repair warranty does not include any travel expenses beyond a 50km round trip from the nearest Xplore service repair location. This warranty does not cover damage due to external causes, including accident, vandalism, act-of-God, abuse, misuse, problems with electrical power, servicing not authorized by Xplore, usage not in accordance with product instructions, failure to perform required preventive maintenance, and problems caused by use of parts and components not supplied by Xplore. Xplore reserves the right to charge an hourly fee for any and all service work completed by an Xplore Technician to resolve an issue which is either the direct result of Customer negligence, an issue related to the Customer’s proprietary network or an issue related to a Customer device that uses the Customer’s proprietary network. The hourly rate Xplore charges is subject to change and available upon request.

Customers may request a temporary service suspension for certain Business Internet Services. A maximum of 1 temporary suspension is allowed in a 12 month period, and the maximum period of each suspension is 6 months. Customers may also request a Service to be moved from one location to another a maximum of one time every 24 months. Temporary service suspension and move fees are subject to change and available upon request.

This Agreement and any executed Schedule(s) contains the entire understanding of Xplore and Customer with respect to the Xplore Services and Equipment described or referenced in the Schedule(s), and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between Xplore and Customer with respect to these Xplore Services and Equipment. Customer acknowledges and agrees that its entire right relating to the Xplore Services and the Equipment are as set forth in this Agreement and hereby waives all other rights that it may have by implication of law or otherwise. In the event of any conflict between the provisions of this Agreement and the Schedule(s), the provisions contained in this Agreement shall prevail, unless otherwise provided for. The terms of this Agreement are subject to confirmation of service availability and suitable facilities.

THE SIGNING OF THIS AGREEMENT BY THE CUSTOMER WILL BE DEEMED AS ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS AND THE INTERNET USE POLICY, EACH REFERENCED IN SECTION 1. USE OF THE XPLORE SERVICES IS CONCLUSIVE EVIDENCE OF CUSTOMERS CONTINUED ACCEPTANCE OF ALL TERMS AND CONDITIONS.