ANYWHERE SIM LIMITED TERMS OF SERVICES

(1) ANYWHERE SIM LIMITED a limited company incorporated in England and Wales registered under registered number 09615065, whose registered office is at Unit 7, Twin Brook Business Park, Twin Brook Road, Clitheroe, BB7 1QX, (Anywhere Sim) and

(2) A limited registered company incorporated in the United Kingdom (The Company).

Background

The Anywhere Sim is a Multi-net sim that roams across multiple networks, therefore providing access to a minimum of three individual UK mobile providers. If one of the three Networks is unavailable, the sim will automatically roam to the next available network, ensuring the end user has the best geographical coverage available.

Definitions
“Alternative Access Networks” means mobile networks operated on behalf of Anywhere Sim from time

to time by Alternative Access Network providers other than the Primary Network Access provider;

"Alternative Access Network Provider Marks" means all registered and unregistered trade and service marks used and/or owned by Alternative Access Network providers or any of their affiliates;

"Alternative Access Network Provider Technology" means any software or technology used by Alternative Access Network providers to provide mobile services;

"Anti-Corruption Laws" means any applicable foreign or domestic anti-bribery and anti-corruption laws and regulations, including the Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;

“Approved Device” means a handheld device used by End Users to access Anywhere Sim Mobile Services which has been approved by Anywhere Sim from time to time, complies with all relevant GSMA and GCF policies, accreditations and guidelines and does not solely use a 2G network;

“Base Agreement” means the agreement between Anywhere Sim and the Company (if required). “Femtocell Service” has the meaning ascribed to it in Schedule 3;

“Anywhere Sim Mobile Services” means the mobile services provided by Anywhere Sim to the Company hereunder including the Femtocell Service which allow the Company’s customers to have access to mobile services both in the United Kingdom and roaming worldwide;

“GSM Gateway” means any equipment containing a SIM card which enables the routing of calls from fixed apparatus to mobile equipment by establishing a mobile to mobile call;

“IMSI” means the unique International Mobile Subscriber Identity number allocated to each End User;

“Primary Access Network” depending on which Anywhere Sim is selected, there is access to a minimum of 3 UK mobile networks.

"Primary Access Network Provider Technology" means any software or technology used by the Primary Access Network provider to provide mobile services;

"Regulatory Requirement" means any regulation, law, decree, action, direction, code of practice, condition or order of a competent regulatory authority including, without limitation, Ofcom or the Home Office of the Government of the United Kingdom;

"Security Requirements" means the security requirements of Anywhere Sim set out in Schedule 1 as may be updated on written notice from Anywhere Sim from time to time;

“SIM” means an Anywhere Sim SIM card

Defined terms used that are not defined in this Terms of Services will have the meanings attributed to them in the Base Agreement and any terms of such Base Agreement not expressly amended by this Terms of Services will continue to have full force and effect.

Operative clauses

1. The Anywhere Sim Mobile Services will be available within the Anywhere Sim Coverage Area and International roaming will be available in those countries where Anywhere Sim has international roaming agreements as published from time to time.

2. The Company accepts that the quality and availability of the Anywhere Sim Mobile Services may be affected by factors outside Anywhere Sim’s control such as physical obstructions, atmospheric conditions and other causes of radio interference, faults in other telecommunication networks, unavoidable maintenance or other Force Majeure events. Anywhere Sim will have no liability to the Company in connection with any such adverse effect on the quality and availability of the Anywhere Sim Mobile Services.

3. Anywhere Sim may at any time and without liability modify, expand, improve, maintain or repair the mobile network or vary network capacity even if this requires suspension of the operation or provision of the Anywhere Sim Mobile Services.

4. The Company acknowledges that, in respect of any roaming services forming part of the Anywhere Sim Mobile Services, certain additional terms and conditions may be imposed by third party operators on Anywhere Sim which may affect Anywhere Sim’s provision of the Anywhere Sim Mobile Services. Anywhere Sim makes no warranty as to the quality, fitness, the continuity or provision of Anywhere Sim Mobile Services as may be affected by services provided by such third party operators, and expressly excludes all liability in contract, tort or otherwise in relation thereto.

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1. The Company acknowledges that at times and in locations where Anywhere Sim’s network is experiencing high capacity usage, Anywhere Sim will be entitled to throttle the Company’s access to, and/or speed of, provision of the Anywhere Sim Mobile Services. Anywhere Sim will have the right to deny access to Anywhere Sim’s network to any End User, Approved Device or other equipment where (i) in Anywhere Sim's reasonable opinion, permitting such access will adversely affect the operation of Anywhere Sim’s Network or provision of the Anywhere Sim Mobile Services or provision of the Anywhere Sim Mobile Services to any other person, or (ii) if Anywhere Sim suspects fraudulent, criminal or illegal activities are being carried out, or are likely to be carried out, by that End User or via that equipment, whether or not such equipment has been approved or tested by Anywhere Sim.

2. Anywhere Sim will provide fraud detection and prevention information as described on the Anywhere Sim portal in accordance with usual industry standards, provided that Anywhere Sim will have no liability in respect of such information, nor in respect of any failure or omission to provide any such information. The Company will remain liable for any fraud or misuse and accept full risk and responsibility therefor. The Company recognises and accepts that the Anywhere Sim Mobile Services may be suspended without prior notification in the case of suspected fraud or misuse and will ensure that this requirement is set out in all contracts with Customers, any sub- resellers and End Users.

3. The Company will:

   1. (a)  not use the Anywhere Sim Mobile Services or, where within the Company's reasonable control, allow any third party (including End Users) to use the Anywhere Sim Mobile Services for any immoral, obscene, defamatory, harmful, offensive or unlawful purpose;
      comply with the Security Requirements in relation to access to Anywhere Sim 's systems;

   2. (b)  comply with all reasonable instructions issued by Anywhere Sim from time to time in relation to the use of the Anywhere Sim Mobile Services;

   3. (c)  notmakeanydisparagingremarksabouttheAnywhereSimMobileServices,theAnywhere Sim Network, Anywhere Sim, any Anywhere Sim affiliate or the Primary Access Network provider or any Alternative Access Network provider;

   4. (d)  promptly comply with all directions issued by Anywhere Sim reasonably necessary to assist it in complying with any Regulatory Requirements (including, but not limited to, its obligations under the Communications Act 2003 and Data Protection Legislation, the Privacy and Electronic Communications (Directive) Regulations 2003 and RIPA);

   5. (e)  not mislead or deceive, or make any false statements or representations to, Customers or any other person in respect of Anywhere Sim’s network or the Anywhere Sim Mobile Services;

   6. (f)  not use the Anywhere Sim Mobile Services or allow any third party to use the Anywhere Sim Mobile Services in any way that infringes any Intellectual Property Rights or in any way that is in breach of any obligation of confidence, privacy or other rights;

   7. (g)  comply with all reasonable instructions issued by Anywhere Sim from time to time in relation to the operational use of the Anywhere Sim Mobile Services (including where such instructions are required to comply with any Regulatory Requirement).

4. The Company will purchase all SIMs for use with the Anywhere Sim Mobile Services from Anywhere Sim. Any SIMs so purchased will be subject to the terms and conditions of SIM supply set out in Schedule 2.

5. The Company will pay Anywhere Sim the Charges as separately advised in writing to the Company or as posted on the Company’s account on the Anywhere Sim Portal, which, subject to the provisions of clauses 14 to 16 inclusive below, may be amended from time to time under the general provisions for price variations contained in this Terms of Services.

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1. If Anywhere Sim becomes liable to pay any additional fees, costs or charges to the government, a regulatory authority or self-regulatory authority and such fees costs or charges are directly attributable to the provision of the Anywhere Sim Mobile Services, SIMs or mobile service numbers to the Company under this Terms of Services, Anywhere Sim will be entitled to pass through such fees, costs and charges to the Company.

2. For the purposes of this clause 15 the following are agreed to be short notice price variable services: premium rate services, roaming services, international services, personal number services, special numbers, short codes, directory assistance numbers and any other of the Anywhere Sim Mobile Services which Anywhere Sim determines is a short notice price variable service, such service being subject to price changes that Anywhere Sim cannot reasonably avoid. For short notice price variable services Anywhere Sim will pass on the burden of any cost increase to the Company by giving the Company 30 days’ notice, or such lesser period of notice given to Anywhere Sim by a relevant third party.

3. The periods of notice of increases in the Charges stipulated under clauses 14 and 15 above will take precedence over any general period of notice of increase in Charges which may be provided for elsewhere in this Terms of Services or the Base Agreement.

4. The Company may, in product and marketing literature, refer simply to the fact that the Anywhere Sim Mobile Services are being provided over the Anywhere Sim network, provided that this statement is made without further embellishment or comment. Otherwise no use of any kind will be made of the Anywhere Sim name, or of any Anywhere Sim trade mark.

5. The MVNO Services must not be branded or promoted under any Primary Access Network Provider or Alternative Access Network Provider Marks. The Company will not (and will ensure that its employees, sub-contractors, agents, consultants, Customers and End Users do not) use, modify, obstruct or alter in any way any of the Primary Access Network Provider or Alternative Access Network Provider Marks, or act in any way or make any omission which could (in the reasonable opinion of the Primary Access Network provider or Alternative Access Network providers ) bring the Primary Access Network provider or Alternative Access Network providers or the business of the Primary Access Network provider or Alternative Access Network providers into disrepute in any manner, or (in the reasonable opinion of the Primary Access Network provider or Alternative Access Network providers ) otherwise damage the brand or reputation of the Primary Access Network provider or Alternative Access Network providers . All Intellectual Property Rights in the Primary Access Network Provider or Alternative Access Network Provider Marks, the Primary Access Network Provider or Alternative Access Network Provider Networks and the Primary Access Network Provider or Alternative Access Network Provider Technology are and will remain the absolute property of the Primary Access Network provider or Alternative Access Network providers and/or their licensors.

6. Each provision of Anywhere Sim Mobile Services will be subject to a minimum contract term in the case where Anywhere Sim has paid or has agreed to pay a connection rebate to the Company.

7. In the event that this Terms of Services is terminated, whether by Anywhere Sim or the Company and whether or not for cause, or that a request is received by Anywhere Sim to port a Anywhere Sim Mobile Service to another provider or the Anywhere Sim Mobile Services are otherwise cancelled before the expiry of the minimum contract term, the balance of any rental or other payment (including any connection rebate) which would have or had been paid for the remaining period of the term becomes payable immediately.

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If a request is received by Anywhere Sim to port an Anywhere Sim mobile telephone number to another provider, Anywhere Sim will provide a porting authorisation code (“PAC”) to the Company (or End User) in accordance with current guidelines.

1. Anywhere Sim may provide required settings to the Company from time to time which the Company will ensure are included in the settings of handsets.

2. In the event that Anywhere Sim incurs significant additional costs as a result of the failure of the Company to initiate and maintain the appropriate support systems (including arrangements for the support and maintenance for handsets not purchased from Anywhere Sim) Anywhere Sim reserves the right to invoice the Company for such additional costs and the Company will pay any such invoice within 10 days of receipt of invoice.

3. The Company will:

   1. (a)  not connect, continue connection or knowingly allow any third party to connect or continue the connection of any GSM Gateway to the network for illegal purposes including the unlawful provision of electronic communications services (as defined in the Communications Act 2003) to a third party;

   2. (b)  not connect or continue connection or knowingly allow any third party to connect or continue connection of any GSM Gateway to the network which is not compliant with relevant laws. If the Company becomes aware that any End User or any other party has established, installed or is using a GSM Gateway in an illegal manner, the Company will notify Anywhere Sim within 2 Business Days and will upon request from Anywhere Sim provide such information as it may have in respect of technical particulars of the GSM Gateway and its use;

   3. (c)  follow Anywhere Sim’s reasonable instructions as notified to the Company by Anywhere Sim from time to time to facilitate the disconnection of any GSM Gateway that breaches any relevant laws;

   4. (d)  not connect or knowingly allow any third party to connect to the network any device other than an Approved Device; and

   5. (e)  acknowledge that the Anywhere Sim Mobile Services are not designed or priced for Voice- over-Internet-protocol).

4. Without prejudice to its other rights or remedies, Anywhere Sim will be entitled to (and where relevant in accordance with the disconnection procedure set out at Schedule 5):

   1. (a)  terminate, with immediate effect and without notice, compensation or any liability to Company or any End User whatsoever, any Company connection or End User connection to the network where Anywhere Sim reasonably suspects that the relevant End User is using a device other than an Approved Device which has, or is reasonably likely to, damage or disrupt the network or put it at risk or is otherwise using the Services for any immoral, obscene, defamatory, harmful, offensive or otherwise unlawful purpose;

   2. (b)  disconnect the Company or any End User or other party that has established, installed or is using a GSM Gateway in an illegal manner on 1 Business Days’ notice to the Customer without compensation or any liability to Company or End User whatsoever, if Company fails to comply with clause 26 above;

   (c) disconnect with immediate effect and without notice, compensation or any liability to Company or any End Users whatsoever, any Company or End User connection to the network where Anywhere Sim reasonably suspects that the Company or any End user is using a GSM Gateway;

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(d) disconnect any SIMs (and therefore cease providing the Services in relation to those SIMs) with immediate effect and without notice, compensation or any liability to Company or any End User whatsoever, that are inactive (that is that have not been used to make outbound calls) for two consecutive quarters;

(e) recycle the relevant IMSI and MSISDN in relation to any SIM that has been inactive (that is that have not been used to make outbound calls) for two consecutive quarters.

SCHEDULE 1 Security Requirements

The Company and Anywhere Sim will ensure systems that interface and or interact with the Anywhere Sim network comply with industry security standards, and secure protocols, including but not limited to:

1. (a)  SSL (Secure Socket Layer) – to a standard of at least SSL3, or any higher standard in force in the telecommunications industry; and

2. (b)  SSH (Secure Shell) – to a standard of at least SSH2, or any higher standard in force in the telecommunications industry; and

3. (c)  IPsec (Internet Protocol Security) – to current Internet Engineering Task Force (IETF) and Certification Authority standards.

The Company and Anywhere Sim will take all reasonable measures to protect the other party’s systems and services from unauthorised access, malicious attacks, malware or any other threat that may impact the other party’s information and systems.

The Company and Anywhere Sim will take reasonable measures to ensure the availability, stability and continuity of any system that interfaces or communicates with the other party in any way.

Any breach in the Company’s or Anywhere Sim’s security which does or has the potential to affect the other party must be reported to the other party immediately and, where required, any applicable regulator including but not limited to Ofcom.

In the event that either party requires greater security, acting reasonably, both parties will use reasonable endeavors to assist.

SCHEDULE 2 SIMs

1 SCOPE AND ORDERING

1.1 This Schedule 2 sets out the terms and conditions under which the Company will purchase from Anywhere Sim, and Anywhere Sim will supply to the Company, SIMs.

A Purchase Order, once issued by the Company in accordance with these terms and in accordance with Anywhere Sim s procedures for placing such Purchase Orders as published by Anywhere Sim from time to time and agreed by Anywhere Sim, will form a contract between the Company and Anywhere Sim for

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the supply of the SIMs detailed therein in accordance with the conditions specified therein and the terms of this Schedule.

Anywhere Sim and the Company may mutually agree to variations or to specific terms applicable to a particular Purchase Order which will not otherwise affect the terms of this Schedule or any other Purchase Order.

Anywhere Sim agrees to supply the SIMs, which will conform to all of the requirements of the Specification.

1.2 The Company will be liable to pay Anywhere Sim for all SIMs ordered in accordance with the terms of payment set out in the Base Agreement.

2. DELIVERY

1. 2.1  Delivery of the SIMs will be made to a single delivery site (unless otherwise agreed) as nominated by the Company in accordance with the relevant Purchase Order.

2. 2.2  Anywhere Sim will in respect of each Purchase Order, unless otherwise agreed in writing between Anywhere Sim and the Company, deliver the ordered SIMs relating to each batch within 30 Business Days of the later of Anywhere Sim receiving such Purchase Order and the Company providing Anywhere Sim with shipment details relating to the relevant order of SIMs.

   Delivery Quantity and Condition

3. 2.3  Upon Delivery of the SIMs to the delivery site the Company will inspect the exterior of the packaging of the SIMs to determine if the SIMs appear to be in undamaged condition.

4. 2.4  Acceptance of the Delivery quantity will be deemed to have occurred if Anywhere Sim is not notified of any discrepancy in delivery quantity or of damage to the exterior of the packaging of the SIMs by the Company within 2 Business Days of Delivery.

5. 2.5  If upon inspection the Company detects any SIMs with a Defect, the Company will inform Anywhere Sim, in response to which Anywhere Sim will promptly after receiving replacement SIMs from Anywhere Sim’s supplier of SIMs, provide suitable replacements (that meet the Specification) for the relevant defective SIMs.

3. TITLE AND RISK.

3.1 3.2

4.

Title in the SIMs will remain with Anywhere Sim and will not pass to the Company. Risk of loss or damage to the SIMs will pass to the Company upon Delivery.

PRICE

The Company will pay Anywhere Sim the price for SIMs determined in accordance with the Purchase Order and the relevant terms of the Base Agreement.

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5. GENERAL WARRANTIES

1. 5.1  Anywhere Sim represents and warrants that each SIM will conform to the Specification. If any SIM fails to conform to the Specification then Anywhere Sim will, free of charge, replace the defective SIM with a new SIM (“Replacement”) where Defects appear under proper use within the Warranty Period provided that:

   1. 5.1.1  such Defects have arisen from faulty workmanship, materials or design; and

   2. 5.1.2  the Company makes the defective SIMs available for collection by Anywhere Sim within a

   reasonable time of notifying Anywhere Sim of the Defects, or, if requested by Anywhere Sim, the Company returns such SIMs to Anywhere Sim at Anywhere Sim’s reasonable expense.

2. 5.2  Any Replacements will be delivered by Anywhere Sim free of charge, to the delivery address notified by the Company to Anywhere Sim and on the date agreed for their Delivery.

3. 5.3  Anywhere Sim represents and warrants to the Company that it is the unencumbered owner of the SIMs and the SIMs at the time of Delivery will be new and of recent manufacture.

4. 5.4  Anywhere Sim represents and warrants that:

   1. 5.4.1  it has the right to grant the Company the license to use the Software;

   2. 5.4.2  the Software, when supplied by Anywhere Sim, does not contain any virus; and

   3. 5.4.3  the media on which the Software is provided will be free from defects in workmanship and materials during normal use.

5. 5.5  Except in relation to warranties which the parties cannot by law exclude, all other warranties, whether express or implied, are hereby excluded.

6. INTELLECTUAL PROPERTY RIGHTS 6.1 SIM

As between the Company and Anywhere Sim, save as expressly provided in these terms, Anywhere Sim will be the owner or the licensee of the Intellectual Property Rights in the SIM subject to the following:

1. a).  Grant of Licence. Anywhere Sim grants the Company a non-exclusive, non-transferable, royalty free, non-sublicenseable (except as specified below) licence to use the Software, solely for the purpose of subscriber identification and provision of services in connection with the Anywhere Sim Mobile Services.

2. b).  Copies. Subject to paragraph 6.1(d) of this Schedule 2, the Company will have no right to copy, in whole or in part, the Software (except as permitted by law) and will not sublicense, sell, offer for sale, lease, loan, transfer or otherwise disseminate the Software, in whole or in part.

3. c).  Modifications, Reverse Engineering. The Company agrees that, except as permitted under the Copyright Designs and Patents Act 1988, only Anywhere Sim will have the right to alter, maintain, enhance or otherwise modify the Software. The Company agrees not to modify, adapt, disassemble, decompile, reverse engineer, or reverse assemble the Software or any part thereof in any form whatsoever, or otherwise attempt to derive the source code or create derivative works therefrom, translate in part or in whole the object code of the Software by any means and in any form, and will not authorise any parent, subsidiary, affiliated entities, or third party to do any of the above.

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d) Sub-licence. The Company may sub-license the Software contained in any SIM to any End User of the SIM solely to the extent necessary to receive and utilise via a handset the Anywhere Sim Mobile Services.

1. 6.2  Documentation

   Anywhere Sim will retain ownership of all Intellectual Property Rights in the Documentation. Anywhere Sim hereby grants to the Company a non-exclusive, irrevocable, royalty free and perpetual license to use and copy any element of the Documentation that is required by the Company to enable it to use, install, repair and maintain the SIM.The Company agrees that the Documentation will be treated as the confidential property of Anywhere Sim or its suppliers.

2. 6.3  The Company will:

   1. 6.3.1  not provide or make any part of the Documentation available to any person save as permitted under these terms; and

   2. 6.3.2  when making permitted copies transfer to each copy any copyright or other notice of proprietary rights on the Documentation.

3. 6.4  Intellectual Property Rights Infringement

6.4.1 Anywhere Sim will use reasonable endeavors to procure that its SIM supplier will indemnify and keep indemnified the Company against any costs, damages, liabilities, losses or expenses incurred by the Company arising from any legal actions, claims or demands brought against the Company by any third party arising from the Company’s (or its subcontractors’ or agents’) possession, use or sale of the SIM and/or the provision of any services or the results of any services which infringe the Intellectual Property

Rights of a 6.4.1.1

6.4.1.2

6.4.1.3 6.4.2

6.4.3

third party (a “Claim”), provided that the Company:

gives Anywhere Sim written notice of any Claim within 2 Business Days of first becoming aware of such Claim;

gives its permission, on receipt of a written request, for its name to be used in proceedings (such permission not to be unreasonably withheld or delayed) and will provide all assistance reasonably required by Anywhere Sim in defending any Claim at Anywhere Sim’s expense; and

makes no admission of liability without Anywhere Sim’s prior written consent (such consent not to be unreasonably withheld or delayed).

Anywhere Sim or its SIM supplier will have the sole control of the defense of any Claim and all negotiations for settlement or compromise so long as the settlement or compromise is being negotiated in accordance with this paragraph 6.4.

If a Claim is made, Anywhere Sim may, at its option and expense:

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6.4.3.1

6.4.3.2 6.4.4

replace or modify the infringing material contained in each part of the SIM or any product provided as part of the services so that it is non-infringing, provided that any replacement or modification functions and performs at least as well as the infringing material and complies with any relevant specification or other requirements of these terms. Anywhere Sim will ensure that no interruption to the operation of the SIM or provision of the Anywhere Sim Mobile Services occurs during modification or replacement; or

obtain the right for the Company lawfully to possess and use the relevant part of the SIM and the Documentation and to exercise the rights granted under these terms.

Paragraphs 6.4.1, 6.4.2 and 6.4.3 will not apply to the extent that a Claim is based on:

any unauthorised modification of the SIM,

use by the Company of the SIM for purposes other than that it was designed for,

6.4.5

(iii) use in conjunction with other equipment or software not manufactured or approved by Anywhere Sim or its SIM supplier (which when combined with the SIM causes the infringement), or

(iv) if the infringement results from compliance by Anywhere Sim with any part of the Specifications that is a requirement or specification of the Company (for example a trade mark of the Company or software code written by the Company).

To the extent that a third party makes a claim of infringement based on the exceptions specified in paragraph 6.4.4 against Anywhere Sim or the Company, the Company will indemnify Anywhere Sim in respect of any cost, loss or damage arising out of such action, subject to the same conditions (mutatis mutandis) as are specified in paragraphs 6.4.1 and 6.4.3.

LIST OF DEFINED TERMS

(i) (ii)

In this Schedule, capitalised terms will, unless the context requires otherwise, have the meaning given as set out below.

Defect means, for whatever reason, any fault or error in the SIMs and/or parts thereof or a failure by the SIMs to meet the requirements of the Specification.

Delivery Date means the date for delivery of SIMs as set out in the Purchase Order in accordance with paragraph 2.2 of this Annex.

Delivery means the delivery by Anywhere Sim of the SIMs to the Company in accordance with these terms, and Deliver, Delivered, Deliveries and any other cognate expressions will be construed accordingly.

Documentation means the descriptive materials supplied by Anywhere Sim with SIMs (in hard and/or soft copy including CD-ROM format), including but not restricted to operating instructions or manuals, non-proprietary specifications, test specifications, repair, service and/or SIM descriptions, print/report descriptions, drawings, technical information and other documents, which are associated with the SIM supplied and mobile services performed by Anywhere Sim for the Company.

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Input Files means electronic data containing information required for the production of SIM cards which may include but is not limited to ICCID numbers, purchaser profiles, PIN/PUK codes and any other applications to be loaded on to the relevant SIM.

Purchase Order means a purchase order for SIMs, including quantity and unit prices for each SIM type, that will be issued by the Company, and the following wording will be deemed to be included in any such Purchase Order: “This Purchase Order is issued pursuant to, and made on the terms of, Schedule 2 of the Anywhere Sim Limited Terms of Services”.

Software means all the operating programs and the user-loadable application feature packages, the assemblers, compilers (including the machine-readable, object code version for, and the firmware embedded in, the SIM), including revisions, updates and copies thereof, as described in the Specification.

Specification means the technical and functional specifications for the SIM, including but not limited the relevant Input Files.

Warranty Period means the period of 15 months from the date of Delivery or 12 months from the date of End User connection of that SIM to the Anywhere Sim network, whichever is the earlier.

SCHEDULE 3 Femtocell Services

“Femtocell Service” means the enhanced 3G service provided though the Femtocell Equipment and “Femtocell Equipment” means the Femtocell Service equipment as supplied by Anywhere Sim from time to time.

1.

Each unit of Femtocell Equipment can have one of the following states at any one time: ACTIVE – The Femtocell Equipment has been set up correctly on all backend systems.

PENDING ACTIVE – The Femtocell Equipment has been purchased and registration is in process. The Femtocell Equipment has not yet been set up on all backend systems.

PENDING REPLACED – Previously registered and active Femtocell Equipment is going to be replaced. The replacement has not yet been propagated through to all backend systems.

DEREGISTERED – The previously registered and active Femtocell Equipment has now been cancelled on the ACLM and all backend systems.

SUSPENDED – Anywhere Sim decided that Femtocell Equipment should be suspended and a bar or bars placed against the Femtocell Equipment in the ACLM system. In this state the Femtocell Equipment is not cancelled and the administrator can reactivate the Femtocell Equipment without losing the user information, once all bars have been removed.

FAULTY – Active Femtocell Equipment is no longer functioning as expected. The Femtocell Equipment is reflected as faulty in the ACLM system.

SUSPENDED AND FAULTY – Femtocell Equipment has been both SUSPENDED and set as FAULTY.

The Company shall have the required broadband quality connection to support required data throughput.

2.

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3. The Company agrees:

1. (i)  that the Femtocell Equipment is compatible with Anywhere Sim’s mobile communications network;

2. (ii)  not to use the Femtocell Equipment in a way which is abusive, objectionable, illegal, fraudulent, a nuisance or for criminal activities and the Femtocell Service may be disconnected (without compensation) if Anywhere SIm reasonably believes that the Company is in breach of this term;

3. (iii)  to notify Anywhere Sim if the Femtocell Equipment is lost or stolen or if the Company is aware the Femtocell Equipment is being used in a way which is abusive, objectionable, illegal, fraudulent, a nuisance or for criminal activities;

4. (iv)  that the Femtocell Equipment may only be used in the United Kingdom in accordance with any and all guidelines, instructions and specifications provided with the Femtocell Equipment or as may be provided directly to the Company from time to time;

5. (v)  that Anywhere Sim has the right to make changes to the Company’s contractual terms in regard to usage of the Femtocell Service or Femtocell Equipment at any time, on notice;

6. (vi)  that Anywhere Sim may terminate use of the Femtocell Equipment if:

a. the Company does anything (or allows anything to be done) which Anywhere Sim reasonably believes may damage or affect the operation of the mobile communications network used by Anywhere Sim;

and/or

b. the Agreement is terminated for any reason.

1. The Company shall comply all times with all relevant laws and regulatory requirements including obligations in respect of General Condition 4 of the General Conditions of Entitlement on Emergency Call Numbers.

2. The Company shall provide Anywhere Sim with information in respect of the permanent location of Femtocell Equipment as the same may change from time to time.

3. Anywhere Sim shall extend to the Company the benefit of any warranty as given to Anywhere Sim (subject to any limitations and restrictions thereof) concerning the Femtocell Equipment provided to Anywhere Sim by its suppliers. Anywhere Sim gives no other warranty, other than those which cannot be excluded by law.

4. All risks of damage to or loss of the Femtocell Equipment shall pass to the Company at the time of delivery or if the Company fails to take delivery of the Femtocell Equipment, the time when Anywhere Sim has tendered delivery of the Femtocell Equipment.

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1. Notwithstanding delivery and the passing of risk in the Femtocell Equipment, the Company shall acquire legal ownership of the Femtocell Equipment (except for the software which shall remain vested in Anywhere Sim or the relevant third party licensor and is subject to the licences under paragraph 10 below) only when Anywhere Sim has received in cash or cleared funds payment in full of the price of the Femtocell Equipment.

2. Upon delivery of software or documentation contained within the, or with the, Femtocell Equipment to the Company, Anywhere Sim shall grant (or procure the grant) to the Company a licence to use, copy, store and distribute such software and any related documentation in

3. the course of its business for purposes reasonably incidental thereto (including the maintenance of a reasonable number of back-up or test copies of such software), on the following terms:

   1. (i)  non-exclusive, perpetual, worldwide, sub-licensable and transferable licence or sub- licence to any End User without additional charge or Anywhere Sim’s consent; and

   2. (ii)  royalty-free and fully paid up (subject to payment to Anywhere Sim for the Femtocell Equipment); and

   3. (iii)  subject to any terms and conditions supplied with the Femtocell Equipment.

   The use of software is restricted to the use of such software in object code form and, except
   to the extent permitted by applicable law, the Company has no right to adapt, reverse engineer, decompile, disassemble or modify such software in whole or in part.

   SCHEDULE 4
   GSM Gateways Disconnection Procedure

   1. From time to time Anywhere Sim will provide a list of End Users’ MSISDNs which Anywhere Sim suspects are GSM Gateways.

   2. Within 2 Business Days of Anywhere Sim issuing this list to Company, providing Anywhere Sim has reasonable grounds for believing a GSM Gateway is being used in contravention of clause 27, Company will provide any End User details in its possession with regard to such MSISDNs. Anywhere Sim will then use these End User details in its analysis of the MSISDNs.

   3. If, in Anywhere Sim’s reasonable opinion, Anywhere Sim Suspects Company or an End User has established, installed or is using a GSM Gateway in an illegal manner then Anywhere Sim will request further information from Company and/or End User and their use thereof. Failure to provide sufficient information of lawful use within 10 days will result in a written request from Anywhere Sim to the Company to disconnect itself or a relevant End User or other party and the Company will comply with that request within 3 Business Days of receipt of the request to the extent that this complies with all relevant laws.

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