Last Update: 10 November 2023

Bloxtel's mission is to develop innovative building blocks that make high-quality connectivity more accessible and affordable to people and things in our planet. By using our Services, Organization via their authorized representative consent to terms under this Terms of Service.

1. Introduction

1.1. Master Service Agreement (MSA)

Organization agrees that by clicking “Register”, Organization is agreeing to enter into a legally binding MSA with Bloxtel.

1.2. Organizations

When Organization registers and joins the Bloxtel platform, they become a participant of Bloxtel's global decentralized mobile network.

1.3. Change

Bloxtel may modify this MSA and its Privacy Policy from time to time. If Bloxtel makes material changes to it, Bloxtel will provide to Organization a notice through the Services, or by other means, to provide Organization the opportunity to review and accept the changes before they become effective.

2. Obligations

2.1. Organization Account

Organizations are account holders. They agree to their authorized users will: (1) choose strong and secure passwords; (2) keep their password secure and confidential; and (3) follow the law. Organization is responsible for anything that happens through Organization's account unless Organization closes it or report misuse.

2.2. Payment

When Organization subscribes to any of Bloxtel's paid Services (“Paid Services”), Organization agrees to pay Bloxtel the applicable fees and taxes and to additional terms specific to the paid Services. Failure to pay these fees will result in the termination of Organization's paid Services. Also, Organization agrees that: Organization's purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates). Bloxtel may store and continue billing Organization's payment method even after it has expired, to avoid interruptions in Organization's Services and to use to pay other Services Organization may buy. If Organization purchases a subscription, Organization's payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. Bloxtel may calculate taxes payable by Organization based on the billing information that you provide us at the time of purchase. Organization can get a copy of their invoice through their Bloxtel account settings under “Invoices”.

2.3. Notices and Service Messages

Organization agrees that Bloxtel will provide notices to Organization in the following ways: (1) a notice within the Service, or (2) a message sent to the contact information Organization provided us. Organization agrees to keep their contact information up to date.

3. Rights and Limits

3.1. Intellectual Property Rights

Bloxtel reserves all of its intellectual property rights in the Services. Using the Services does not give Organization any ownership in our Services or the content or information made available through Bloxtel's Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Bloxtel's logos and other Bloxtel's trademarks, service marks, graphics, and logos used for our Services are trademarks or registered trademarks of Bloxtel.

3.2. Limits

Bloxtel reserves the right to restrict, suspend, or terminate Organization's account if Bloxtel believes that Organization may be in breach of the law or are misusing the Services.

4. Warranty and Service Level Agreement (SLA)

4.1. Warranty

TO THE EXTENT ALLOWED UNDER LAW, BLOXTEL (A) DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) GUARANTEE THAT THE SERVICES WILL FUNCTION WITH MINIMAL INTERRUPTION OR ERRORS.

4.2 SLA.

We guarantee that our Services will be fully operational 99.999% of the time (“5 nines uptime” ) with an average of less than 6 minutes downtime per year (0.86 seconds per day) with an Uptime Percentage as shown in the table below during any monthly billing cycle:

Uptime Percentage	Downtime	Credit Percentage
Less than 99.999% but greater than or equal to 99.99%	More than 0.86s per day but lesser than or equal to 8.6s.	25%
Less than 99.99% but greater than or equal to 99.9%	More than 8.6s per day but lesser than or equal to 1m 26s per day.	50%
Less than 99.9%	More than 1m26s per day	75%

4.3. Service Credits

Service Credits are calculated as a percentage of the total charges paid by Organization for the monthly billing cycle in which the SLA was not met. In order to receive any of the Service Credits described above, Organization must notify Bloxtel's technical support within 30 days from the time Organization becomes eligible to receive a Service Credit. Organization must also provide Bloxtel with an identifier of the impacted registered Small Cell and log files or other reasonable documentation showing Downtime Periods and the date and time they occurred. If Organization does not comply with these requirements, Organization will forfeit its right to receive a Service Credit.

4.4. Exclusions

Bloxtel's SLA does not apply to any errors (i)caused by factors outside of Bloxtel's reasonable control (e.g. external providers); (ii) that resulted from Organization's software or hardware or third party software or hardware, or both; (iii) that resulted from outages at Organization's site (e.g. power, internet, etc.), abuses or other behaviors that violate the Agreement.

Bloxtel relies on the following external providers for:

• Spectrum Acquisition System (SAS): It consists of a certified service provider's server infrastructure connected to FCC's servers for spectrum acquisition purposes for each small cell at Organization's site. The SLA for the SAS is currently 99.99%
• Blockchain Layer 0: It consists of a cloud provider's server infrastructure enabling Bloxtel's blockchain (Layer 1) and Operator dApp (Layer 2). The SLA for Blockchain Layer 0 is currently 99.99%.
• Subscription Management Data Preparation (SMDP+): It consists of a certified service provider's server infrastructure connected to GSMA servers for provisioning electronic SIMs (customized as dSIMs) in your organizations' User Equipment such phones, cameras, etc.

5. Termination

Both Organization and Bloxtel may terminate this MSA at any time with notice to the other. On termination, Organization loses the right to access or use the Services. The following shall survive termination:
- Our rights to use and disclose Organization's feedback;
- Any amounts owed by either party prior to termination remain owed after termination.
Organization can send an email to support@bloxtel.com to close Organization's account.

6. Dispute Resolution

Organization agrees that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this MSA and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts in San Francisco County, California, USA, and we each agree to personal jurisdiction in those courts.

7. General Terms

If a court with authority over this MSA finds any part of it not enforceable, Organization and Bloxtel agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, Organization and Bloxtel agree to ask the court to remove that unenforceable part and still enforce the rest of this MSA. To the extent allowed by law, the English language version of this MSA is binding and other translations are for convenience only. This MSA (including additional terms that may be provided by us when Organization engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If Bloxtel doesn't act to enforce a breach of this MSA, that does not mean that Bloxtel has waived its right to enforce this MSA. Organization may not assign or transfer this MSA to anyone without our consent.

Bloxtel reserves the right to change the terms of this MSA and will provide Organization notice if Bloxtel does and Bloxtel agrees that changes cannot be retroactive. If Organization doesn't agree to these changes, Organization must stop using the Services.