Digital Products Agreement

 

This Digital Products Agreement (this “DPL Agreement”) is the governing document for the transactions between Digital Products Limited (“DPL”), a wholly-owned subsidiary of OptConnect Management, LLC, and its customer designated in an accompanying Addendum and/or Customer Order (the “Customer”) who is acquiring the hardware and connectivity offered by DPL.

DPL offers a managed connectivity solution (the “Managed Services”) for the Customer or its end-users that includes wireless routers, modems, SIM cards and other equipment and hardware (the “Hardware”), wireless data connectivity and messaging services in DPL’s available coverage areas (the “Connectivity”), and monitoring, device management, and technical Support, as well as access to a cloud-based online Hardware and end-user equipment management portal known as the Hercules Portal (the “Platform”). Customer may also elect certain operational services relating to the Hardware, such as configuring and testing.

Customer desires to purchase certain Hardware (“as set forth in the Customer Order (as defined below), and subscribe to the Managed Services from DPL, subject to the terms and conditions set forth in one or more customer orders from the Customer (the “Customer Order”), this DPL Agreement and the addenda hereto. DPL offers Hardware that is manufactured by DPL (“DPL Hardware”), and Hardware that is manufactured by third-party manufacturers, and the Connectivity is provided by third-party network service providers through DPL (the “Network Providers”).

1. Nature of Agreement. This DPL Agreement is a master contract providing the terms and conditions upon which DPL may provide the Hardware and Managed Services to Customer pursuant to the issuance of one or more Customer Orders (as defined below), each of which shall be governed by this DPL Agreement. This DPL Agreement shall be deemed accepted by Customer upon its acceptance of the Customer Order, and shall include an Addendum (the “Addendum”) that includes more specific terms and conditions relating to the Managed Services. This DPL Agreement, the Addendum, and the Customer Orders shall remain in full force and effect until terminated as set forth herein.
2. Term. The term of this DPL Agreement (the “Term”) shall commence on the Effective Date and continue until the termination or expiration of the last outstanding Addendum or Customer Order. Notwithstanding the foregoing, the termination of this DPL Agreement shall not extinguish, modify or affect in any way the rights and obligations of the parties set forth in this DPL Agreement or any Addendum or Customer Order issued and entered into by the parties with respect to periods prior to the date of such termination, or to the extent this DPL Agreement or any such Addendum or Customer Order makes clear that such rights and obligations survive such termination.
3. Customer Orders. From time to time, Customer may issue a purchase order or DPL may prepare a customer order in response to a communication from Customer (in either case, a “Customer Order”) that indicates Customer’s desire to purchase specified Hardware and subscribe for the Managed Services within the terms of this DPL Agreement, the Addendum and one or more Customer Orders. The initial Customer Order may be reflected in an exhibit to the Addendum. The Customer Order shall include, as applicable and without limitation, the type and number of Hardware Customer desires to purchase, the Managed Services Customer desires to receive, the term, the prices and other charges of the purchase or service, and such other terms as DPL and Customer may determine. Upon DPL’s acceptance of the Customer Order, DPL shall provide the designated Hardware and Managed Services pursuant to the terms and conditions of the Customer Order, the Addendum and this DPL Agreement. The terms of a Customer Order prepared by Customer shall not supersede or amend any terms of this DPL Agreement even if the Customer Order is accepted by DPL.
4. Purchase of Hardware. All Hardware is sold to Customer EXW (Ex Works) from DPL’s warehouse, and possession of and risk of loss or damage to such Hardware shall immediately pass to Customer at such time as the Hardware is made available at the warehouse for delivery to Customer. DPL will arrange for delivery if requested and paid for by Customer, though any projected delivery dates are estimates only and DPL is not liable for delays in delivery. DPL reserves the right to make partial shipments and Customer will accept delivery and pay for the Hardware delivered. Customer shall inspect the Hardware within thirty days of receipt (the “Inspection Period”), and will be deemed to have accepted the Hardware received unless it notifies DPL during the Inspection Period. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection, including such written evidence or other documentation reasonably requested by DPL.
5. Returns. Customer may return Hardware if DPL issues a return material authorization ("RMA") number following notice within the Inspection Period, which RMA will only be issued for Hardware that is non-conforming (“Non-Conforming Hardware”) or pursuant to the warranties in Sections 11 or 12. Nonconforming Hardware includes the following: (a) the Hardware shipped is different from that identified in the Customer Order; (b) the Hardware’s label or packaging incorrectly identifies its contents; or (c) the Hardware is damaged or non-functioning (unless caused in transit). Upon issuing an RMA number, DPL shall elect, in its sole discretion, to (i) replace such Nonconforming Hardware with conforming Hardware; or (ii) credit or refund the price for such Nonconforming Hardware. Customer acknowledges and agrees that the remedies set forth in this paragraph are Customer’s sole and exclusive remedies for the delivery of any Nonconforming Hardware. RMA numbers will not be granted for damage, shortage, or other discrepancy created by Customer, the Network Provider or freight provider, or any other third party. Returned Hardware must be in the original manufacturer's shipping cartons or equivalent, and delivered as specified in the RMA, freight prepaid. At DPL’s discretion, DPL will return all Hardware not eligible for return to Customer, freight collect, or hold such Hardware for Customer's account at Customer's expense.
6. Hardware Compatibility and Limitation on Uses. Customer acknowledges and agrees that the DPL Hardware may only be compatible and authorized to be used in connection with the Connectivity provided by DPL. Such Hardware is not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Hardware for use in any such applications, Customer acknowledges that such use or sale is at Customer's sole risk. Customer will indemnify, defend and hold DPL and the Hardware manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale.
7. Pricing. Customer agrees to pay the per unit purchase price for its purchase of the Hardware and the monthly or prepaid single- or multi-year service fees for the subscription to the Managed Services, each in the amounts set forth in the applicable Customer Order. Prices for the Hardware purchased hereunder are subject to change in subsequent Customer Orders unless otherwise agreed in the Addendum. Prices are for Hardware and Managed Services only and do not include sale, value-added (VAT), use and excise taxes, county, state or federal fees, Network Provider administrative charges or fees, shipping charges or duties imposed by any government authority, which will be passed through to Customer. The Addendum or Customer Order may require that Customer pay to DPL a minimum commitment of fees or purchases over a designated commitment period (the “Minimum Commitment”). The Minimum Commitment shall begin on the specified Commitment Date and continue through the remainder of the Term. If Customer does not meet the Minimum Commitment in any agreed period following the Commitment Date, DPL may nonetheless invoice Customer for such minimum amount, and Customer agrees to pay the same.
8. Payment Terms. The per unit purchase prices for Customer’s Hardware and Customer’s monthly subscription fees for the Services, plus shipping and handling where applicable, will be billed to Customer on a monthly basis. Payment must be processed or received prior to DPL’s shipping of the Hardware. If the Customer passes a credit verification process, extended payment terms may be negotiated between the parties and reflected in the Addendum or applicable Customer Order but are subject to ongoing review and may be modified or revoked at DPL’s discretion at any time. Recurring monthly charges across multiple Customer Orders may be consolidated and billed monthly, and prorated for a partial first month period. In the event of any late payment of any amounts due hereunder or in a Customer Order, DPL may add an interest penalty at the lesser of 1.5% per month or the maximum amount allowed under applicable law. If any past due amounts are not paid, DPL may (i) no sooner than 45 days after the past due date, deny new activations, and/or (ii) no sooner than 90 days after the past due date, suspend or terminate the Service to some or all of the Hardware.
9. Method of Payment. Customer shall pay for the Hardware and Managed Services by ACH/EFT, credit/debit card, check or bank-to-bank direct transfer. Unless otherwise agreed, Customer shall enroll in an autopay program that allows DPL to initiate payment on the agreed payment terms. Customer’s enrollment in the autopay program authorizes DPL to automatically charge the payment method selected by Customer for recurring charges, fees, and any other amounts owed to DPL. Customer acknowledges and agrees that: (i) it is responsible for ensuring the chosen payment method remains valid and funded; (ii) charges will occur automatically on or after the due date stated on each invoice; (iii) credit/debit card payments through the Payment Portal are subject to a 3% convenience fee, which will be added to each transaction; and (iv) if a check or ACH/EFT transfer payment cannot be completed, is denied or is returned unpaid for any reason, a failed payment fee of $35 will be assessed in addition to the amount due.
10. Hardware Warranty for DPL Hardware. If any DPL Hardware fails to perform according to its specifications, DPL will replace the non-performing Hardware, at no charge to Customer, if Customer is current in its financial commitments to DPL. The replacement warranty for such Hardware shall be for three years from the date of delivery. Prior to authorizing a Hardware replacement (or third-party manufacturer warranty claim as provided below), DPL may require Customer to engage in certain onsite troubleshooting, either itself or from an authorized technician, to try to remedy the performance issue. Upon notification from Customer and upon DPL's diagnosis of the problem with such non-performing Hardware, DPL shall ship to Customer, by standard ground shipping, and at no cost to Customer, new or refurbished Hardware. Customer must return the non-performing Hardware to DPL using the prepaid shipping label provided by DPL. If Customer fails to ship a non-performing Hardware to DPL within 20 days of Customer's receipt of the replacement Hardware, the replacement Hardware will be added to the Customer’s account and Customer shall be responsible for paying the then-current purchase price, as well as the continuing cost of the associated Connectivity.
11. Third-Party Warranties. For Hardware manufactured by a third party, Customer will have the benefit of any warranty protections offered by such third-party manufacturer, and DPL will assist Customer in pursuing a warranty claim when available and appropriate. The Connectivity provided to Customer are made available through the Network Providers, and the warranties and service commitments of those Network Providers are available to the extent available to other customers of those Network Providers.
12. Limitation of Warranties and Liability. DPL’S SOLE RESPONSIBILITY FOR, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO, NON-PERFORMING HARDWARE AND MANAGED SERVICES SHALL BE THE REMEDIES SET FORTH IN SECTIONS 10 AND 11 ABOVE. NEITHER DPL NOR THE NETWORK PROVIDERS MAKES ANY WARRANTY THAT THE CONNECTIVITY WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, OR THAT DEFECTS IN THE CONNECTIVITY WILL BE CORRECTED. ADDITIONALLY, DPL MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT DPL’S OBLIGATIONS SHALL BE LIMITED AS SET FORTH ABOVE AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTY BY DPL OF ANY NATURE WHATSOEVER. DPL AND THE NETWORK PROVIDER SHALL NOT BE LIABLE TO CUSTOMER OR OTHERS FOR ANY LOSSES, EXPENSES OR COSTS INCURRED BY CUSTOMER OR OTHERS DUE TO BREAKDOWN OR MALFUNCTION OF THE HARDWARE OR INTERRUPTION OF THE CONNECTIVITY, AND IN NO EVENT SHALL DPL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES INCURRED BY CUSTOMER OR OTHERS IN CONNECTION WITH THIS AGREEMENT, ANY ADDENDUM OR CUSTOMER ORDER OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WHETHER CLAIMED IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF DPL COULD REASONABLY FORESEE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Roaming. If any Hardware or Customer devices roam outside of the applicable Network Provider coverage area, Customer is responsible for all applicable charges, and is subject to the terms and conditions of service (including limitations of liability) imposed by the Network Provider providing such roaming services. Charges for roaming may be billed in the months after the roaming charges were incurred, but Customer is not responsible for roaming charges that are not billed within 180 days from the date the roaming charges were incurred.
14. Inappropriate Uses. Customer shall not use the Connectivity (and shall prohibit its customers from using the Connectivity): (a) in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage; (b) to transmit or send any annoying, inappropriate, improper, excessive, threatening or obscene material or to otherwise harass, offend, threaten, embarrass, distress or invade the privacy of any person; (c) to engage in any activity that could compromise the security of or disrupt or interfere with the Connectivity or any network or computers on the Internet or disrupt or interfere with the services of any Internet access provider; (d) to operate unauthorized equipment; or (e) to reproduce, alter, adjust, repair or tamper with any signaling, identification number (including, but not limited to, the MIN, ESN, IMEI, or IMSI numbers) or transmission function or component of any device used with the Managed Services, and will not permit anyone other than an DPL-authorized representative to do any of the above. If Customer or any of its customers use the Connectivity in any of the above prohibited ways, Customer acknowledges that such use is at Customer's sole risk. Customer will indemnify, defend and hold DPL and the Carrier harmless from and against any and all liabilities and costs arising out of or in connection with such use.
15. Changes to Coverage Area. The area in which DPL provides the Connectivity may be enlarged or reduced in scope from time to time by the Network Provider(s). If the applicable Network Provider permanently suspends, restricts, or modifies such Network Provider coverage area provided to DPL, this will be passed through to Customer with notice. DPL may terminate the Connectivity upon ninety (90) days’ advance notice to Customer if DPL or its Network Provider ceases to operate the network facilities used for the Connectivity, provided that, in the event of such termination, DPL shall issue to Customer a pro rata refund of any fees paid hereunder but not earned by DPL at the time of such termination.
16. Network Management and Data Collection. Customer acknowledges and agrees that DPL may, but is not obligated to, monitor or log any use of the Connectivity that is reasonable or necessary to satisfy any legal requirement, or to assess and/or improve operating efficiencies, service levels, customer satisfaction, to protect DPL or its customers from malicious or unauthorized use of certain services or applications and/or for the purpose of offering the Connectivity or Hardware to Customer. DPL agrees to comply with national, regional, and local data privacy and cybersecurity regulations. DPL may collect data from Customer’s use of the Hardware and Connectivity, including environmental and physical data collected through sensors on certain Hardware, data provided by Customer relating to the use of the Hardware and Connectivity, and data about Customer’s engagement with the Hardware and Connectivity. This data is used by DPL, including through machine learning and artificial intelligence tools, to optimize the performance of the Hardware, and may also be de-identified and aggregated with other de-identified customer data to improve and enhance the Hardware and Connectivity.
17. Communications. Customer hereby agrees to receive autodialed calls, pre-recorded / artificial audio, SMS/MMS texts, and other electronic marketing communications from DPL regarding services, support, surveys and marketing information to Customer and its associates phone numbers, even if the number is on a corporate, state, or national Do Not Call list.
18. Force Majeure. DPL shall not be liable for any service or shipment delays that affect DPL or any of DPL’ suppliers or Network Providers, including without limitation delays caused by unavailability or shortages of products or services from DPL’ suppliers or Network Providers, natural disasters, acts of war or terrorism, acts or omissions of a customer, fire, strike, riot, or governmental interference, unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates, failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.
19. Proprietary Information. Customer acknowledges and agrees that: (a) the Hardware and Managed Services and all information relating thereto or to DPL’s business contain certain proprietary information, rights, processes, designs, technology and trade secrets (the "Proprietary Information"); (b) the Proprietary Information is and at all times shall remain the exclusive property of DPL; (c) Customer shall not (i) directly or indirectly, intentionally or unintentionally, reveal, disclose, furnish, publish, make accessible or disseminate to any person or entity who is not employed by Customer any Proprietary Information, unless already generally known to and available for use by the public, (ii) ever use or exploit any Proprietary Information for the financial gain of Customer or any other person or entity or for any other purpose, or (iii) during the term of this DPL Agreement solicit, divert, or induce any of the employees of DPL to leave the employ of DPL and become the employee or independent contractor of Customer or an affiliate of Customer; (d) upon the termination of this DPL Agreement or the earlier request by DPL, Customer shall promptly return to DPL all Proprietary Information then in Customer’s possession or control; and (e) DPL will incur incalculable and irreparable damage for any breach by Customer of any covenant set forth in this paragraph, and that DPL and/or its affiliates shall be entitled to injunctive relief restraining Customer from such continuing and/or threatened breach.
20. Assignment of Rights. Neither party shall assign or in any way dispose of all or any part of its rights or obligations under this DPL Agreement without the prior written consent of the other party, or their respective successors or assigns; provided, that a merger or a sale of a majority of the stock or all or substantially all of the assets of a party shall not require the other party’s consent.
21. Authority. Each party represents and warrants to the other party that it has the right and power to enter into this DPL Agreement, that any and all action necessary to approve entering into this DPL Agreement has been taken, that it has the ability to perform its obligations under this DPL Agreement and that this DPL Agreement constitutes the legal, valid and binding agreement of such party, enforceable in accordance with its terms.
22. Costs and Attorneys’ Fees. In any dispute between the parties, whether or not resulting in litigation, DPL shall be entitled to recover from Customer all reasonable costs including, without limitation, reasonable attorneys' fees if it prevails in the dispute. DPL shall be deemed to prevail, without limitation, if it dismisses an action for recovery in exchange for sums allegedly due, performance for covenants allegedly breached, or consideration substantially equal to the relief sought in the action.
23. Governing Law. This DPL Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Utah, USA. The jurisdiction and venue for any legal proceeding to interpret or enforce this DPL Agreement shall be in Salt Lake County, Utah.
24. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail or facsimile (with delivery confirmed), (c) when received by the addressee, if sent by express mail or other express delivery service (receipt requested), or (d) three business days after being sent by registered or certified mail, return receipt requested, in each case to the other party at the addresses set forth in the Addendum or Customer Order (or to such other address for a party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof).
25. Entire Agreement. The parties understand and expressly agree that (a) this DPL Agreement and the associated Addendum and Customer Orders contain a complete statement of all understandings, arrangements and agreements between the parties and constitute the entire agreement between the parties as to the subject matter hereof, and completely supersede all negotiations and all prior arrangements, understandings, courses of dealing and agreements related to the subject matter hereof; and (b) there are no representations, warranties, understandings, arrangements, agreements, conditions or contingencies, whether express or implied, or oral or written, except as expressly set forth in this DPL Agreement or the associated Addendum and Customer Orders.
26. Modification. This DPL Agreement may not be modified except by a written instrument signed by all the parties hereto.
27. Waiver. Any waiver by any party hereto of any breach of any kind or character whatsoever by any other party, whether such waiver be direct or implied, shall not be construed as a continuing waiver of, or consent to, any subsequent breach of this DPL Agreement on the part of the other party. No course of dealing or performance between the parties hereto, nor any delay in exercising any rights or remedies hereunder or otherwise, shall operate as a waiver of any of the rights or remedies of any party hereto.
28. Knowing and Voluntary Execution. Customer acknowledges that by executing the Addendum and/or Customer Order it has read this DPL Agreement carefully, that it fully understands the meaning of the terms of this DPL Agreement, and that it has agreed to the terms of this DPL Agreement voluntarily and of its own free will. This DPL Agreement, the Addendum and all Customer Orders shall be construed as though all parties had drafted them.

[END OF DPL AGREEMENT]

Version 6-2026