This Exhibit KPN-1 (this "Exhibit") supplements and forms part of the SIMPL Wholesale Reseller Agreement (the "Reseller Agreement") between SIMPL Wireless, LLC ("SIMPL") and Customer, and applies only to Services that utilize the KPN IoT connectivity services and any related portals, tools, and support services (collectively, the "KPN Services") provided by KPN B.V. or its affiliates ("KPN"). This Exhibit is provided to Customer for presentation to and acceptance by Customer's End Users.
This Exhibit provides KPN-specific "rules of the road" and does not replace or amend the Reseller Agreement. Capitalized terms not defined in this Exhibit have the meanings given in the Reseller Agreement.
By ordering, activating, accessing, or using KPN Services, Customer agrees to this Exhibit.
1. Permitted Use and Service Restrictions
KPN Services are provided for use in Customer’s products, solutions, or service offerings in compliance with: (a) this Exhibit; (b) the Reseller Agreement; and (c) all applicable laws and regulations (including local telecom and numbering-plan rules in each country where Devices are deployed). All devices must be GCF-certified and used in accordance with this Exhibit.
Service Restrictions: Customer must not (a) resell, sublicense, or distribute the Services to other resellers or third parties for their own resale; or (b) use the Services in violation of the prohibited uses set forth in this Exhibit.
KPN Services are designed for multi-national IoT deployments and may be subject to geographic limitations. SIMPL may restrict provisioning, activation, or continued service if the deployment exceeds KPN’s permitted geographic scope.
2. Prohibited and Restricted Uses (What You May Not Do)
The following activities are not permitted (or may trigger mitigation measures, including restriction, suspension, deactivation, retirement/purge of a Connection, or termination of service):
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Any safety related use: use where it is reasonably foreseeable than an outage or malfunction will lead to personal injury or death, or serious damage property or the environment, including, without limitation, use in the military, offshore use (involving structures or constructions (or groups of structures or constructions) that can be found off the coast anywhere in the world, including, without limitation, fixed or mobile installations for the production of oil or gas, offshore drilling installations, offshore wind energy installations, undersea telecommunications or high-voltage cables, and undersea oil and gas pipes), use in aircraft products (including rockets, space vehicles, satellites, ground control or support devices intended for use with the foregoing, and all other goods, products or services specifically intended for use in the manufacture, repair, service, operation or maintenance of aircraft), use in space or in a nuclear facility, use in life-support systems used to extend the lives of seriously wounded or sick persons in intensive care, including but not limited to feeding tubes and defibrillators, and use in implantable medical devices.
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Unlawful, harmful, or abusive use: use that harasses or threatens third parties, invades privacy, or otherwise violates applicable law or regulation (including local telecom/national numbering-plan requirements).
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Infringing or illegal content: use that infringes third-party intellectual property rights.
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Unwanted communications and security threats: generating or facilitating spam, malware, viruses, or similar unwanted communications; KPN may block such traffic.
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Sanctions and restricted parties: use by, for, or for the benefit of parties, entities, or persons subject to EU (or EU member state) sanctions.
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Flash calls / missed-call authentication: making “Flash Calls” (quickly established then intentionally broken calls) for authentication or similar purposes.
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SMS misuse: using non-CUG SMS functionality for disallowed use cases, including device-to-device SMS where destination devices do not have a KPN SIM and the number of SMS sent exceeds the number received.
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Excessive signaling or record generation: generating, on average, more than approximately 300 Call Detail Records (CDRs) per Connection per month (KPN may impose additional charges and/or other measures).
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API overuse: materially exceeding Control Center API call limits as described in KPN service descriptions and/or your solution documentation; this may result in restrictions or other measures after consultation.
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Long-term inactive status: keeping a Connection that was previously Activated in a non-active status (e.g., “Deactivated” or “Activation Ready”) for more than six (6) months; such Connections may be moved to “Retired” and later removed (“Purged”) via OTA kill processes.
3. Location Information and Privacy
If your solution uses Cell-ID attributes or similar location-related features that can constitute personal data:
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You may use such features only to obtain location information for your own Connections.
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You are responsible for lawful processing, disclosures/consents, and compliance with GDPR and other applicable privacy laws for any personal data (including location information) processed in connection with your Devices and Connections.
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Accuracy and availability of roaming-based location attributes may depend on information received from roaming partner networks.
4. Billing Trigger and Testing Allowance
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Billing for each Connection commences upon the earlier of (a) the Connection status changing to "Activated" in Control Center (which occurs when the device begins actively using the Connection), or (b) the expiration of the applicable Grace Period of 365 days from delivery, whichever comes first.
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Each Connection is provided a test allowance that may be used during device testing at no charge prior to activation:
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Data: 20 kB
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SMS: 5
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Voice: 60 seconds
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Each activated Connection is subject to a minimum committed term of 1 month.