ePin Cloud Services Product Terms (the Product Terms”)

Last Updated: February 162022

1. Purpose

1.1. Master Services Agreement

Pursuant to an applicable Quote, these Product Terms are governed by and form a part of the terms of the Agreement as defined in the iQmetrix Master Services Agreement, located at https://www.iqmetrix.com/legal/general/msa, as it exists at the time of Subscriber’s execution of the applicable Quote. Any undefined capitalized terms used in these Product Terms will have the meanings ascribed to them in the Agreement. In the event of any direct conflict or inconsistency between the terms of these Product Terms and the terms of the Agreement, the terms of the Agreement will control.

2. Grant of License

Subject to the terms and conditions of these Product Terms, iQmetrix grants to Subscriber and Subscriber accepts a non-exclusive, non-transferable license to use the iQmetrix software and services (“iQmetrix Software”) to purchase or download the prepaid consumer and family cloud service applications (“ePin Cloud Services”) from iQmetrix. ePin Cloud Services purchased using the iQmetrix Software are intended only for resale to Subscriber’s retail customers.

3. Payment to IQmetrix

3.1. Payment Process

Subscriber will pay iQmetrix the fees set out in the Price List for all ePin Cloud Services downloaded through the iQmetrix Software twice per week. ePin Cloud Services will be deemed to have been sold to Subscriber at the time they are downloaded by Subscriber using the iQmetrix Software.

3.2. Invoice Process

iQmetrix will issue two electronic invoices per week for all ePin Cloud Services. Each invoice will include the amounts owing for ePin Cloud Services downloaded since the last invoice was issued. All invoices are due upon issuance by iQmetrix. Subscriber acknowledges and agrees that iQmetrix will not provide any credits or refunds for any downloads made in error by Subscriber, or for any refunds provided by Subscriber to its customers.

Upon receipt of an invoice, Subscriber will pay iQmetrix the invoiced amount by ACH direct payment within 60 days of receipt of the invoice. In the event Subscriber provides written notice of an issue in relation to an invoice, IQmetrix agrees to conduct an investigation into the issue raised and further agrees to provide Subscriber with written notice of its position with respect to the issue raised within one (1) business days of the Subscriber’s notice. In the event the parties cannot resolve the dispute either party will have the right to refer it to arbitration in accordance with the Agreement.

3.3. Billing Schedule

3.4. Invoice Disputes

Upon receipt of an invoice, Subscriber will advise iQmetrix within 30 days of any issues with the invoice and both parties will work together to resolve any issues related to any invoice. For clarity, Subscriber will not be able withhold payment while it disputes or evaluates and invoiced amounts.

3.5. Suspension of ePin Cloud Services

Without limiting iQmetrix’s rights in Section 10 (Termination and Effect) hereof, should the Subscriber fail to pay any amount owing to iQmetrix as outlined above, iQmetrix may immediately suspend Subscriber’s the license herein granted and all rights to purchase ePin Cloud Services without notice. The failure to pay any amount owing pursuant to this Agreement will constitute an event of payment default pursuant to the Main License Agreement.

3.6. Suspension of iQmetrix Services

If the Subscriber neglects or fails to pay the amounts owing under this Agreement within a 10 day period following the suspension of Subscriber’s rights to purchase ePin Cloud Services pursuant to Section 3.5 (Suspension of ePin Cloud Services) or termination of this Agreement pursuant to Section 10 (Termination and Effect), iQmetrix will have the right to suspend or terminate the Agreement and the Subscriber’s use of the iQmetrix Software. Restoration of the ePin Cloud Services and/​or the Subscriber’s right to purchase ePin Cloud Services and/​or use the iQmetrix Software will be contingent on payment of overdue amounts and such other terms and conditions as iQmetrix may in its sole discretion impose for such re-instatement.

4. Pricing

4.1. Price List

The Subscriber will be invoiced by iQmetrix in accordance with a price list provided separately to the Subscriber (the Price List”).

4.2. Price Changes

iQmetrix reserves the right to make alterations to the Price List at any time to modify the fees to be charged to the Subscriber for the ePin Cloud Services, subject to the following conditions:

  1. In the event that iQmetrix modifies its prices for reasons unrelated to the activities of a supplier of ePin Cloud Services, iQmetrix will provide notice of the change to the Subscriber and will not implement the price change until the day that falls 15 days after the date that notice of the change was provided to the Subscriber;
  2. In the event that iQmetrix modifies its prices as a direct result of a supplier of ePin Cloud Services modifying its prices, iQmetrix will provide notice to the Subscriber of the price change as soon as reasonably possible and will be entitled to implement the price change immediately upon providing such notice.

5. Subscriber’s Obligations

5.1. Subscriber Locations

Subscriber acknowledges that iQmetrix has a contractual obligation to their supplier of the ePin Cloud Services to advise the supplier of the names and locations of each Subscriber location who is purchasing and reselling ePin Cloud Services pursuant to this Agreement and Subscriber agrees to give iQmetrix a minimum of 30 days’ notice if it plans to discontinue selling any ePin Cloud Services being supplied by iQmetrix.

5.2. Re-Seller Responsibility

Subscriber will be solely responsible for the collection and remittance of any sales or valued added taxes owed by its Customers in relation to their purchase of and reselling of ePin Cloud Services. Subscriber hereby indemnifies and holds iQmetrix harmless with respect to any claim made against iQmetrix in relation to the collection and remittance of any sales or value added taxes arising solely in relation to the sale of ePin Cloud Services to Subscriber’s Customers. Subscriber agrees to provide iQmetrix with such documentation as iQmetrix may reasonably require to confirm the collection and remittance of the required sales or value added taxes. Subscriber will complete a Sales and Use Resale Certificate and attach hereto.

5.3. Promotional Activities

Subscriber hereby acknowledges and agrees that iQmetrix will have the right to use the name of Subscriber for reference as a subscriber of iQmetrix ePin Cloud Services and for referral and marketing purposes, provided that prior to any use of Subscriber’s name iQmetrix will obtain the written consent of Subscriber, such consent not to be unreasonably withheld, to both the manner and mode of the use of its name in any promotional activities.

6. iQmetrix’ s Obligations

iQmetrix will provide support to Subscriber on an ongoing basis to ensure reliable service of the iQmetrix Software in the downloading and sale of ePin Cloud Services. iQmetrix will use reasonable commercial efforts to correct problems identified by iQmetrix and/​or Subscriber.

7. Warranties

7.1. Access

iQmetrix represents and warrants that each Wireless and Other Prepaid Product will provide access to the ePin Cloud Services and will have a value equal to the amount for which it is intended.

7.2. No Other Warranties

Other than as set forth in Section 7.1 (Access), with respect to matters relating to this Product Schedule, iQmetrix makes no representations, warranties, conditions or covenants of any kind whatsoever, whether express or implied, including without limitation for any implied warranties for non-infringement or those arising by statute or usage or trade practice. Without limiting the generality of the foregoing, iQmetrix does not warrant that the iQmetrix Software or ePin Cloud Services will operate without interruption which may result from any outage of any servers or otherwise.

8. Limitation of Liability

With respect to matters relating to this Product Schedule, neither iQmetrix nor Subscriber will be liable in any way whatsoever, for any indirect, punitive or consequential damages, in relation to any matter arising in relation to this Agreement or its termination, including but not limited to lost profits or business revenue, lost business, failure to realize expected savings, or other commercial or economic loss of any kind whatsoever, whether or not such damages are foreseeable or the party has been advised of the possibility of such damages. The foregoing limitation and exclusion of liability will apply regardless of whether such claim arose in contract, tort including negligence or other theory of law.

9. Term and Renewal

Unless otherwise terminated in accordance with the provisions herein, this Agreement will remain in effect for a period of one (1) year from the effective date of the ePin Cloud Services listed in the applicable Quote (“Initial Term”). Upon expiration of the Initial Term and each renewal term thereafter, this Agreement will be automatically renewed for an unlimited number of one (1) year periods unless otherwise terminated subject to Section 10 (Termination and Effect).

10. Termination and Effect

10.1. Termination

iQmetrix may terminate this Agreement without notice or penalty if Subscriber is in default of their payment obligation. Either party may terminate this Agreement without penalty upon provision of thirty (30) days written notice to the other party. Notice of termination does not relieve Subscriber of payment obligation for ePin Cloud Services which have been downloaded but for which payment has not been made at time of termination of this agreement.

10.2. Effect of Termination

Upon termination or expiration of this Agreement, iQmetrix will have no further obligation to make the ePin Cloud Services available to Subscriber through the iQmetrix Software.