End User License Agreement

Last Update: 30 April 2025

Read this End User License Agreement (this “EULA”) before downloading, installing, or using any Pepwave software, including any and all the program modules, features, updates and releases of such software, as well as software which Pepwave has embedded in the Pepwave device (the “Embedded Software”) (collectively, the “Software”). The Software is licensed, not sold, to you. Your license to each Software is subject to your prior acceptance of this EULA in its entirety. Pepwave (and/or its Licensor) reserves all rights in and to the Software not expressly granted to you under this EULA.

1. GRANT OF LICENSE

Subject to settlement of the applicable fees and conditions set forth herein, Pepwave grants the person or organization that purchased the Software from Pepwave or an authorized Pepwave reseller (the “Customer”) a non-exclusive and non-transferable license, without any right to sublicense, to use the Software in executable form.

The license provided herein does not permit the Customer to, and Customer agrees not to and shall not: (a) modify, unbundle, reverse engineer, or create derivative works based on the Software; (b) make unauthorized copies of the Software (except as necessary for backup purposes); (c) rent, sell, assign, transfer, or grant any rights in and to any copy of the Software, in any form, to any third party; (d) remove any proprietary notices, labels, or marks on or in any copy of the Software or any product in which the Software is embedded; (e) distribute any copy of the Software to any third party, including as may be embedded in Pepwave equipment sold in the secondhand market; (f) use any ‘locked’ or key-restricted feature, function, service, application, operation, or capability without first purchasing the applicable license(s) and obtaining a valid key from Pepwave, even if such feature, function, service, application, operation, or capability is enabled without a key; (g) distribute any key for the Software provided by Pepwave to any third party; (h) use the Software in any manner that extends or is broader than the uses purchased by Customer from Pepwave or an authorized Pepwave reseller; (i) use the Embedded Software on non-Pepwave equipment; (j) use the Software (or make it available for use) on Pepwave equipment that the Customer did not originally purchase from Pepwave or an authorized Pepwave reseller; (k) disclose the results of testing or benchmarking of the Software to any third party without the prior written consent of Pepwave; or (l) use the Software in any manner other than as expressly provided herein.

2. OTHER CONDITIONS

(a) The Customer shall use the Embedded Software solely as embedded in, and for execution on, Pepwave device originally purchased by Customer.

(b) The Customer may not distribute or make the Software available over a network where it could be used by multiple devices at the same time, except as expressly provided in the terms governing the Customer’s specific purchase, applicable descriptions as per the user guide of the Software, or particular licenses purchased by Customer.

(c) The Customer shall observe all restrictions and limitations over the use of the Software, as may also be specified in the terms governing the Customer’s specific purchase, applicable descriptions as per the user guide of the Software, or particular licenses purchased by Customer. Such limits may restrict the license and/or use to a specific period of time, a maximum number of concurrent users, sessions, calls, connections, subscribers, clusters, nodes, realms, devices, links, ports or transactions, or require the purchase of separate licenses to use particular features, functionalities, services, applications, operations, or capabilities, or include throughput, performance, configuration, bandwidth, interface, processing, temporal, or geographical limits. In addition, such limits may restrict the use of the Software to manage certain kinds of networks or require the Software to be used only in conjunction with other specific Software.

3. THIRD PARTY SOFTWARE

Any licensor of Pepwave whose software is embedded in the Software and any supplier of Pepwave whose products or technology are embedded in (or services are accessed by) the Software shall be a third party beneficiary with respect to this Agreement, and such licensor or vendor shall have the right to enforce this Agreement in its own name as if it were Pepwave. In addition, certain third party software may be provided with the Software and is subject to the accompanying license(s), if any, of its respective owner(s). To the extent that the Software is distributed under and subject to open source licenses obligating Pepwave to make certain portions of the source code publicly available, Pepwave will make such portions available upon request, limited to a period of three years from the date of distribution. Such a request can be made to Pepwave in writing.

4. EXTERNAL SERVICES

The Software may enable access to Pepwave’s and/or third-party services and websites (“External Services”). The Customer shall use such External Services at its own risk. Pepwave is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Software or External Service is for general informational purposes only. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

5. LICENSE FEES AND TAXES

All license fees for the Software are exclusive of taxes, withholdings, duties, or levies (collectively “Taxes”). The Customer shall be responsible for paying Taxes arising from the purchase of the license, or importation or use of the Software.

6. CRITICAL APPLICATIONS

The Software is not designed for, and shall not be used in, life support systems, critical care applications, human implantations, commercial aviation, nuclear facilities, on-line control equipment in hazardous environments requiring fail-safe performance, or systems or any other applications where product failure could directly lead to physical injury to persons or loss of life or catastrophic property damage (“Critical Applications”). Pepwave disclaims any and all liability for use of the Software in Critical Applications, and you agree to fully indemnify, defend and hold harmless Pepwave and its suppliers from and against (i) any and all claims, demands, actions, litigation, proceedings and the like arising out of or related to use or sale of such Critical Applications (“Use Claims”), and (ii) any and all liens, liabilities, damages, costs, expenses (including reasonable attorney’s fees) and the like arising out of or related to any Use Claims.

7. GOVERNMENT END USERS

The Software is “commercial computer software” and is provided with restricted rights. Use, duplication, or disclosure by the United States government is subject to restrictions set forth in this Agreement and to the greatest restrictions allowed by the applicable terms in respect of “Commercial Computer Software” and “Commercial Computer Software License” as provided under the Defense Federal Acquisition Regulation Supplement (“DFARS”) and Federal Acquisition Regulation (“FAR”) . Pepwave reserves all rights not expressly granted herein.

8. LIMITED WARRANTY

The warranty applicable to the Software shall be as set forth in the Standard Hardware/Software Warranty Policy, or a warranty statement that accompanies the Software. To the extent permitted by law, Pepwave disclaims any and all warranties in and to the Software (whether express, implied, statutory, or otherwise), including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. In no event does Pepwave warrant that the software, or any equipment or network running the software, will operate without error or interruption, or will be free of vulnerability to intrusion or attack. Where disclaimer of implied warranties is not permissible by an applicable jurisdiction, the duration of such implied warranties shall be limited to thirty (30) days from your date of purchase, or the minimum duration permitted by the applicable law. Support services may be purchased separately but nothing in this Agreement shall give rise to any obligation to support the Software.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEPWAVE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR COSTS OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, OR THE SOFTWARE. IN NO EVENT SHALL PEPWAVE BE LIABLE FOR DAMAGES ARISING FROM UNAUTHORIZED OR IMPROPER USE OF ANY SOFTWARE. In no event shall Pepwave’s or its suppliers’ or licensors’ liability to Customer, whether in contract, tort (including negligence), breach of warranty, or otherwise, exceed the price paid by Customer for the Software that gave rise to the claim, or in case of an Embedded Software, , the price paid by Customer for the Pepwave device on which the Embedded Software is loaded.

10. TERMINATION

The Customer’s rights under this EULA and the license granted herein will terminate automatically if the Customer fails to comply with any of its terms or upon the failure by Customer to pay any applicable fees due. Upon such termination, Customer shall destroy or return to Pepwave (at Pepwave’s election) all copies of the Software and related documentation in Customer’s possession or control.

11. GOVERNING LAW

The provisions of the U.N. Convention for the International Sale of Goods shall not apply to this EULA, and any of the applicable Pepwave Policies. This EULA, and any of the applicable Pepwave Policies, will be governed by and construed in accordance with the laws of Singapore, without regards to any conflict of law provisions. Clause headings are inserted for convenience only and shall not affect the construction of these Terms and Conditions. The parties hereby submit to the personal and exclusive jurisdiction of, and venue in the courts of Singapore. Before a claim is brought, the parties will try to resolve the matter via amicable negotiations.

12. OTHERS

If any of the terms and conditions under this EULA is found to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

Pepwave hereby reserves the right to vary, delete, amend or add to this EULA from time to time, without prior notice. Such revision and/or addition shall become effective when published at https://www.pepwave.com/support/policies/.