NetCloud Private Networks Terms and Conditions

These Service-Specific Terms describe the Cradlepoint NetCloud Private Network Service.  Customer’s subscription is governed by these Service-Specific Terms and the Cradlepoint End User Agreement located at https://cradlepoint.com/legal/ (the “Agreement”). Capitalized terms used in these Service-Specific Terms and not otherwise defined herein have the meaning given to them in the Agreement or, if not defined in the Agreement, in 47 C.F.R. Part 96, as amended from time to time (the “CBRS Regulations”).

1. Definitions
   Following are definitions for certain capitalized terms used in connection with the Cradlepoint NetCloud Private Network Service:
   1. “eSIM” means a digital subscriber identity module that enables an end user, utilizing an eSIM enabled mobile device, to access the NetCloud Private Network Service.
   2. “Product” means any (i) radio access point (whether indoor or outdoor) or (ii) SIM card or eSIM purchased, or otherwise obtained from Cradlepoint or a Channel Partner for use with the Cradlepoint NetCloud Private Network Service.
   3. “Product Software” means any firmware or software embedded in any Product and any update or other new release of such firmware or software provided to Customer from time to time.
   4. “Spectrum Access System” has the meaning given to such term in the CBRS Regulations.
   5. “UDM Software” means the unified device management system software that is installed by Cradlepoint in its NetCloud Manager instances, which provides functionality for managing the radio access point Products.
2. Description of Services
   The Cradlepoint NetCloud Private Network Service is a private cellular network service that leverages the Citizens Broadband Radio Service which permits shared commercial use of the 3550–3700 MHz band (3.5 GHz band) subject to the CBRS Regulations. The Cradlepoint NetCloud Private Network Service is available only in the United States of America (“USA”).
   SIM cards or eSIMs obtained from Cradlepoint in connection with the Cradlepoint NetCloud Private Network Service may be used only to access the Cradlepoint NetCloud Private Network Service.
3. Spectrum Access System
   1. Cradlepoint hereby grants to Customer a limited term, personal, non-sublicensable, non-transferable, non-exclusive, right to access and use the Spectrum Access System provided by Cradlepoint to Customer, solely for Customer’s internal business purposes and in accordance with any accompanying documentation. Customer acknowledges that the Spectrum Access System provided by Cradlepoint to Customer will be powered by either Google LLC, its successors or assigns (“Google”) or Federated Wireless, Inc. or its successors or assigns (“FW” and, together with Google, the “Third Party SAS Provider”).
   2. Customer will fulfill all applicable regulatory requirements, including full compliance with all applicable laws, regulations and policies related to Customer’s use of the Spectrum Access System provided by Cradlepoint to Customer and in particular the requirements of the Federal Communications Commission.
   3. Customer will not, and will not permit any third party to: (i) remove, delete or alter any proprietary notices or labels appearing on the Spectrum Access System provided by Cradlepoint to Customer or any accompanying documentation; or (ii) use the Spectrum Access System provided by Cradlepoint to Customer to build a similar or competitive product or service.
   4. Customer acknowledges and agrees that the applicable Third Party SAS Provider owns all worldwide right, title and interest in and to its Spectrum Access System and any documentation relating to its Spectrum Access System (“SAS Documentation”). Customer agrees that the SAS Documentation constitutes Cradlepoint’s Confidential Information under the Agreement.
   5. Customer acknowledges that the Spectrum Access System, SAS Documentation, Products and Product Software are Controlled Subject Matter.
   6. TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO ANY NON-EXCLUDABLE RIGHTS OR REMEDIES THAT MAY BE AFFORDED TO CUSTOMER, THE THIRD PARTY SAS PROVIDER AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM, UNDER THESE SERVICE-SPECIFIC TERMS, ALL WARRANTIES INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
   7. Notwithstanding any provision in the Agreement to the contrary, the Third Party SAS Provider is an intended third-party beneficiary of these Service-Specific Terms for the Cradlepoint NetCloud Private Network Service and the Agreement as it applies to the Spectrum Access System powered by such Third Party SAS Provider. Cradlepoint is permitted to notify the Third Party SAS Provider of any breach by Customer of these Service-Specific Terms for the Cradlepoint NetCloud Private Network Service or the Agreement as it applies to the Spectrum Access System powered by such Third Party SAS Provider.
   8. If Customer uses the Spectrum Access System powered by Google, then:
      • Customer represents and warrants to Cradlepoint that its principal place of business is located in the USA;
      • Customer represents and warrants to Cradlepoint that it will not engage in any illegal or deceptive trade practices; and
      • Customer agrees to be bound by the provisions of the following terms as though it were the “Customer”: the acceptable use policy located at https://cloud.google.com/terms/aup; the terms applicable to the Spectrum Access System set forth at https://cloud.google.com/cloud/terms/service-terms; and, the terms set forth at https://cloud.google.com/terms/data-processing-terms.
4. Product Software
   1. In the case of Products that constitute radio access points, Cradlepoint or its licensor grants to Customer a perpetual (except for license revocation, as described below), non-exclusive, irrevocable (except for license revocation, as described below), royalty-free, and transferable (solely to any subsequent owner of the radio access point Product) license to use the Product Software solely within the Original Territory (and except for any jurisdictions where the use of the Product Software would be prohibited by applicable governmental sanctions or embargoes or applicable export control laws) in connection with such radio access point Product. Customer shall not: (i) adapt, reproduce, enhance, translate or otherwise modify the Product Software or any portion thereof; (ii) reverse engineer, reverse compile, decompile, disassemble or engage in any other similar manipulation of the Product Software; or (iii) remove, erase, tamper with or otherwise alter in any way any trademark, copyright notice or any other proprietary notice or legend or the like stamped on, affixed or otherwise attached to, or encoded or recorded in the Product Software. In the case of any breach by Customer of the foregoing restrictions, Cradlepoint’s licensor may terminate Customer’s license, upon written notice of termination to Cradlepoint (which Cradlepoint shall promptly transmit to Customer), if it provides written notice of the breach to Cradlepoint (which Cradlepoint shall promptly transmit to Customer) and if such breach is not cured within forty-five (45) days of Cradlepoint’s receipt of such notice.
   2. In the case of Products that constitute SIM cards, Cradlepoint grants to Customer a non-exclusive, royalty-free, worldwide, non-transferable and non-sublicensable license to use the Product Software for the purpose of operating such SIM card, for so long as Customer remains an active subscriber to the Cradlepoint NetCloud Private Network Service, subject to compliance with the restrictions set forth below. Customer shall not: (i) rent, timeshare, lease, lend, or transfer any such Product Software; (ii) disassemble, decompile, reverse engineer (except to the extent that such restriction on reverse engineering is prohibited by law and then Customer shall provide Cradlepoint prompt written notice of any such action) such Product Software; or (iii) sublicense, copy, distribute, modify, or sell such Product Software.
5. UDM Software

   Cradlepoint or its licensor grants to Customer a non-exclusive, royalty-free license to use the UDM Software solely within the Original Territory (and except for any jurisdictions where the use of the UDM Software would be prohibited by applicable governmental sanctions or embargoes or applicable export control laws), solely through Cradlepoint’s NetCloud Manager Service, for the purpose of managing Customer’s radio access point Products solely during the period in which Customer is receiving the Cradlepoint NetCloud Private Network Service. In the case of any breach by Customer of the foregoing license terms, Cradlepoint’s licensor may terminate Customer’s license, upon written notice of termination to Cradlepoint (which Cradlepoint shall promptly transmit to Customer), if it provides written notice of the breach to Cradlepoint (which Cradlepoint shall promptly transmit to Customer) and if such breach is not cured within forty-five (45) days of Cradlepoint’s receipt of such notice.

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