Cradlepoint Authorized Canada Partner Terms and Conditions

This Authorized CANADIAN Partner Program Terms and Conditions (the "Agreement"), govern the Cradlepoint Authorized CANADIAN Partner Program (the "Program") for participating resellers, and acceptance of this Agreement is a condition of resellers who participate in it. For purposes of this Agreement, the participating reseller identified in each Program Application (the "Application" is referred to as "Partner" herein and Cradlepoint, Inc. is referred to as "Cradlepoint" herein. This Agreement becomes effective when Partner is notified by Cradlepoint that Partner's Application has been accepted and Partner is a Program participant. This Agreement, Partner Level Criteria and the Application, together, constitute one agreement and establish the terms and conditions that apply to the Program.

1. Enrollment & Acceptance.

To become a participant in the Program, Partner must complete a Partner Application and meet additional criteria as outlined in Exhibit B to this Agreement, and in Partner Level Criteria. By submitting the Application, Partner agrees to be bound by this Agreement if accepted into the Program and Partner's acceptance of this Agreement is an express condition of Partner's acceptance into the Program by Cradlepoint. Acceptance of Partner into the Program is in the sole discretion of Cradlepoint and is indicated by Cradlepoint's electronic notification of acceptance. Cradlepoint may, at its option, limit the number of Partners in the Program.

2. Conditions & Benefits.

The Program requirements and benefits are set forth in this Agreement, Exhibit B, and the Partner Level Criteria. Cradlepoint reserves the right, in its sole discretion, to change, modify, add or remove provisions of the Program at any time with or without prior notice to Partner. Partner's continued purchase of Cradlepoint products or services constitutes its acceptance of such changes or modifications to the terms and provisions of the Program and this Agreement.

3. Products & Discounts

The Program enables Partners to purchase select Cradlepoint products for resell as set forth in Exhibit B (“Products”) under the terms and this Agreement, including Exhibit B and the Partner Level Criteria.

4. Back End Incentive Rebate.

4.1. Definition. Partners enrolled in the Program and in good standing may be eligible to receive back-end incentive rebates (dependent on partner level).

4.2. Eligibility. Eligibility for the quarterly rebates will be determined by sales growth targets mutually agreed upon and documented by Cradlepoint and Partner two weeks prior to the beginning of each quarter and are subject to the terms of the rebate program, which is subject to change Cradlepoint's sole discretion. Partner must complete and return monthly Point of Sale Report (“POS”), which includes End Customer information, five days after the end of each month for Cradlepoint review and approval. Cradlepoint reserves the right to require additional information from the Partner and/or deny any rebate requests for any reason, including but not limited to failure to complete the POS information properly, misrepresentation of information submitted, etc. All requests for rebates must be approved in writing by Cradlepoint prior to fulfillment of the rebate.

4.3. Rebate Payment. The rebate will be provided to Partner as a credit memo from Cradlepoint's Authorized Distributor. Approved rebates will be processed by Cradlepoint within forty-five (45) days of receipt of Partner's POS report. All rebates are subject to the terms of the rebate program, which is subject to change Cradlepoint's sole discretion.

5. Marketing and MAP Policy

5.1. Trademarks. Partner may advertise and promote Cradlepoint and its Products, and is hereby granted a non-exclusive, non-transferable license (with no rights of sublicense) during the term of this Agreement, to use Cradlepoint's trademarks, service marks, logos and trade names solely and exclusively in its promotion and sale of the Products. Partner shall use Cradlepoint's trademarks, service marks, logos and trade names only in accordance with Cradlepoint's trademark usage guidelines, as may be amended from time to time. Except as provided expressly herein, neither party shall acquire any rights in the trademarks, service marks, logos or trade names of the other and is not authorized to use such marks without the other party's prior written approval. Upon request by Cradlepoint, Partner agrees to remove any Cradlepoint trademark, service marks, logo, or trade names from its reselling media or other location within one (1) business day.

5.2. Sales and Marketing Collateral. Cradlepoint will, upon reasonable request, supply Partner with Product images, logos and marketing copy for use on the web and in printed materials. Source files for marketing materials including, but not limited to, product datasheets and whitepapers will be supplied to Partner. Partner is responsible for localizing and printing documents and shall incur any associated fees. Cradlepoint reserves the right to request samples of materials printed by Partner and require changes if necessary.

5.3. Secondary Resellers. Partner may only sell Products to customers that are reasonably expected to utilize the Product and not to resellers of the Product (“Secondary Resellers”) without the express prior written approval of Cradlepoint. Partner will use commercially reasonable efforts to determine the use case of the Products prior to selling the Product.

5.4. MAP Pricing. Partner agrees to adhere to the Minimum Advertised Pricing (“MAP”) Policy as set forth in Cradlepoint's MAP Policy, which is subject to change by Cradlepoint from time to time. Partner agrees to monitor Cradlepoint's website for the most current information related to MAP and agrees to review the posted policy regularly to ensure its continued compliance with this Agreement. Partner shall ensure any Secondary Resellers authorized by Cradlepoint adhere to the MAP Policy as set forth herein and Partner shall be liable for any damages associated with sales to Secondary Resellers in the event such Secondary Partner sells below the MAP.

6. Term & Termination

The initial term of this Agreement shall be for a one (1) year period commencing on the date of Cradlepoint's acceptance of Partner's Application. This Agreement shall be automatically renewed for subsequent one (1) year periods (each a "Renewal Term") unless otherwise terminated by either party. Either party may terminate this Agreement at any time and for any or no reason upon written notice to the other party. The provisions of Sections 7-12 shall survive any termination of this Agreement in addition to any other provisions which by their nature are intended to survive.

7. Warranties.

7.1. Cradlepoint Warranties. Cradlepoint will provide a Warranty Statement with the Products for the end user benefit, a copy of which is available upon request. The warranties shall commence upon Product delivery to the end user and remain in effect for the Warranty Period(s) set forth in the Warranty Statement. EXCEPT AS PROVIDED IN THE WARRANTY STATEMENT PROVIDED WITH THE PRODUCTS, THE PRODUCTS ARE PROVIDED “AS IS.” THE SPECIFIC WRITTEN WARRANTIES SET FORTH IN THE WARRANTY STATEMENT ARE IN LIEU OF ANY OTHER WARRANTIES WHATSOEVER. CRADLEPOINT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NONINFRINGEMENT OR TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

7.2. Partner Representations & Warranties. Partner represents and warrants that: (a) it reviewed the Partner Program and it meets all of the criteria set forth in Exhibit B and in the Partner Level Criteria as of the Effective Date; (b) all the information submitted in the Application is complete and accurate; and (c) it has the legal power and authority to enter into this Agreement. Partner covenants and agrees that it shall continue to meet all of the criteria set forth in Exhibit B and in the Partner Level Criteria during the term of this Agreement, and agrees to notify Cradlepoint immediately if it fails at any time to do so. In addition, Partner shall comply with any Partner conduct regulations set forth in this Agreement and the Partner Program or as otherwise adopted by Cradlepoint from time to time in the reasonable discretion of Cradlepoint. PARTNER SHALL NOT MAKE ANY CLAIMS, REPRESENTATIONS, AND/OR WARRANTY COMMITMENTS, WHETHER WRITTEN OR ORAL, ON CRADLEPOINT'S BEHALF. Partner shall have no authority to, and shall not, bind Cradlepoint to any obligations. Notwithstanding any provision hereof, Partner shall indemnify Cradlepoint for any claims, representations, and/or warranties made in addition to Cradlepoint's standard warranty and for any misrepresentation of Cradlepoint or Cradlepoint's Products. Notwithstanding any provision hereof, Cradlepoint's sole and exclusive warranty and obligation with respect to the Products resold by Partner are set forth in Cradlepoint's Warranty Statement delivered with the Products.

8. Intellectual Property.

Partner acknowledges and agrees that all right, title and interest in all Cradlepoint Confidential Information, Cradlepoint Products, and all Cradlepoint logos, trade names, trademarks and service marks are the sole and exclusive property of Cradlepoint. Except as expressly set forth herein, Partner's use of the foregoing is not permitted without Cradlepoint's prior written consent.

9. Confidentiality.

Partner and Cradlepoint agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should reasonably know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information and customer information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. The terms of this Agreement are considered Confidential Information.

10. Limitation of Liability.

10.1. Disclaimer of Consequential Damages. IN NO EVENT WILL CRADLEPOINT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT, ANY ATTACHMENT HERETO, OR THE PROGRAM, AND EVEN IF CRADLEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Limit on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF CRADLEPOINT ARISING UNDER THIS AGREEMENT, ANY ATTACHMENT HERETO, AND THE PROGRAM FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING NEGLIGENCE) EXCEED THE TOTAL FEES PAID OR PAYABLE TO CRADLEPOINT FOR THE USE OF THE PRODUCT UNDER THIS AGREEMENT OR ATTACHMENT HERETO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE THE DATE OF THE ACT OR OMISSION GIVING RISE TO THE CAUSE OF ACTION. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING (WITHOUT LIMITATION) BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATIONS AND OTHER TORTS.

10.3. Limit on Causes of Action. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY PARTNERMORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION SET FORTH IN THIS AGREEMENT OR ANY EXHIBIT HERETO.

11. Indemnification.

Partner hereby agrees to indemnify, defend and hold harmless Cradlepoint, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Cradlepoint (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (a) any claim or threatened claim that Cradlepoint's use of any Partner Mark, or as Partner infringes on the copyright, trade secret, trademark, patent or other intellectual property rights, proprietary rights or other rights of any third party; (b) the breach of any representation or warranty made by Partner herein, or any of Partner's obligations herein; or (c) any claim related to the Partner's business or its practices.

12. Other Provisions.

12.1. Relationship of Parties. Cradlepoint and Partner are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner has no authority to make or accept any offers or representations on behalf of Cradlepoint, and agrees not to make any statement that misrepresents the relationship between the parties.

12.2. Modification. Cradlepoint may modify any of the terms and conditions contained in this Agreement or any attachment hereto, or the Partner Program or any other document incorporated herein by reference, at any time and in Cradlepoint's sole discretion, and any such modification may include material changes. Posting on the Cradlepoint website of a change notice or a new agreement is considered sufficient notice, although Cradlepoint may also notify Partner of changes by email. If any modification is unacceptable to Partner, Partner's only recourse is to terminate this Agreement by providing Cradlepoint with written notice thereof no later than thirty (30) days after the date that the change was posted or otherwise took effect. Partner's continued participation in the Program following the Cradlepoint posting of a change notice or new revision of the Agreement on the Cradlepoint website, or notifying Partner by email, will constitute binding acceptance of the change. Partner agrees always to provide Cradlepoint with timely written updates of Partner's contact information.

12.3. Assignment. Partner may not assign, sublicense or otherwise transfer this Agreement, or any attachment hereto, or any of Partner's rights or obligations hereunder, by operation of law or otherwise, without Cradlepoint's prior written consent, which may be withheld in Cradlepoint's sole and absolute discretion. Subject to that restriction, this Agreement, or any attachment hereto, will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

12.4. Interpretation. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision.

12.5. Governing Law. This Agreement and any attachment hereto shall be governed by the laws of the state of Idaho, without regard to the conflict of laws provisions thereof. Partner and Cradlepoint agree to submit to the personal and exclusive jurisdiction of the courts located in Idaho. In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply to, or govern, this Agreement and any attachment hereto.

12.6. Entire Agreement. The provisions contained in this Agreement and its Attachments and documents incorporated herein constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement, including (without limitation) any pre-existing Partner agreement.

12.7. Independent Investigation. Partner acknowledges that Partner has read this Agreement and any attachment hereto, and has had an opportunity to consult with Partner's own legal advisors if Partner so desired, and agrees to all its terms and conditions. Partner has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement or any attachment hereto.

Exhibit B

Partner Level

1.1. The Partner Level is determined by Cradlepoint, as its sole discretion, subject to CANADIAN Partner Level Criteria.

1.2. The Partner Level will be reviewed and adjusted by Cradlepoint in its sole discretion at least once, but no more than four times, per year.

Products

2.1. Access to specific Cradlepoint Products and Services is determined by the CANADIAN Partner Level as assigned by Cradlepoint.

2.2. Cradlepoint may authorize Partner to sell additional products or remove products from the list of Products from time to time in its sole discretion.

Channel

3.1. Partner must purchase Products from an Authorized Distributor of Cradlepoint for resell to end customers only. Cradlepoint reserves the right to determine, its sole discretion, that Partner may be eligible to purchase the Products directly from Cradlepoint for resell to end customers only.

Additional Criteria

In consideration for the rights granted herein, Partner must meet and adhere to the requirements below and the Partner Level for continued participation in the Program. Cradlepoint reserves the right in its sole discretion to determine a Partner's ongoing participation in the Program.

Examples of Partner Criteria used in determining Partner Level:

4.1. Maintain the minimum quarterly/annual net sales volume of the assigned Partner Level

4.2. Maintain Sales and Technical Certifications required for the assigned Partner Level

4.3. Provide monthly POS reporting to Cradlepoint via their select Distributor/VAD. Monthly POS reports must be provided by the 5th day of the following month. Reports must include city/Province (or zip code) where product was sold, quantity, date, price purchased, price sold

4.4. Based on the assigned Partner Level, participate in quarterly Business Planning Reviews with Cradlepoint Sales will be required.

4.5. Provide high-quality Tier 1 Technical Support for Partner's customers

Partner Pricing

5.1. Partner will receive an up-front discount commensurate with their assigned Partner Level from an Authorized Distributor of Cradlepoint. Cradlepoint reserves the right to change discounts at any time.