Master Service Agreement (MSA)

Last Updated: December 07th 2023
Effective Date: December 07th 2023

Please read the Terms of Service carefully before using any Service. By using or continuing to use a Service, you accept and consent to the rights, obligations, and practices described in this MSA.

Basic Terms

This MSA is a legally binding agreement between you and BetterM2M Limited (“BetterM2M,” “we,” “us,” or ”our”) to which, as conditions precedent to offering you, or the person or entity you represent (“you,” or “your”), any Service, you expressly affirm the accuracy of each of the following statements:

You are lawfully able to enter into contracts in both the United States of America and the jurisdiction in which you presently reside;

You are authorized to enter into this MSA on your behalf or on behalf of the person or entity you represent;

You consent to the application of the laws of the State of Delaware, United States of America (“US”) and its sole jurisdiction therein;

You shall be responsible for ensuring the accuracy of your contact and billing addresses at all times;

You authorize us to appoint our affiliates, sub processors, and third party service providers to provide ordinary and necessary data processing services related to the Services;

You consent to resolve all Disputes arising from or related to the Services in accordance to the Terms of Service and in your individual capacity;

You consent to and shall abide by the Terms of Service at all times.

For your convenience, certain terms used in this MSA are defined in Section 9, or as otherwise first indicated. This MSA shall replace any previously applicable agreements as of the Effective Date.

Specific Terms

Applicability of this MSA. This MSA provides the general terms, conditions, and the framework within which you, your Representatives, and any End User (collectively “Covered Users”) may Process and use the Services.

BetterM2M Commitments.

Provision of Services. BetterM2M shall provide the Services in a professional and workmanlike manner. BetterM2M shall not have any proprietary rights to any Data that is Processed by Covered Users.

Provision of Data Services. Data plans provide global roaming network connectivity. BetterM2M pledges to uphold the highest standard of roaming network service as part of its regular business operations. However, given the intricate nature of global roaming and the involvement of third parties, BetterM2M does not provide a specific assurance regarding local network speed or coverage levels, whether utilizing 3G, 4G/LTE, 5G, or any other connection protocol.

Security. Subject to Section 6, BetterM2M will implement reasonable and appropriate measures to secure Covered User Data against accidental or unauthorized access, transmission, loss or disclosure. BetterM2M shall have no obligation to maintain Covered User Data, backup Covered User Data, or otherwise store Customer Data on behalf of any Covered User.

Fees & Billing.

Data Plans. The following Terms and Conditions are applicable to Prepaid and Unlimited Travel eSIM plans:

Prepayment. All data plans offered by BetterM2M are time-based network access passes, with calculated fees covering the upfront provisioning of requested network resources for the specified time duration. These plans are prepaid, and BetterM2M ensures the full allocation of data, whether used or not, during the plan’s validity.

Daily Data Limits. Plans featuring daily high-speed data limits (Unlimited eSIM plans only) do not permit the accumulation or transfer of unused data to subsequent days. The high-speed data limit of 2GB remains constant for each 24-hour period, irrespective of prior usage. This limit resets every 24 hours, regardless of actual data consumption. The delivery speed of high-speed data is contingent upon the local roaming network’s capability, offering speeds up to 4G/LTE or 5G where available, although speed cannot be guaranteed.

Speed Limitation. Plans imposing speed limitations once the high-speed data quota is exhausted will operate at a maximum speed of 1mbps. This speed, while usually attainable, is not guaranteed and is contingent upon local network conditions and the signal strength at the user’s specific location.

Unused Data. Plans featuring fixed or daily data allowances do not permit the carryover or pooling of unused data beyond the prepaid duration. Under no circumstances will unused data be eligible for refunds or transfer to a new data plan.

Currency Exchange. All Fees shall be priced, invoiced, and paid in US dollars. Payments made to BetterM2M in currencies other than USD will be converted to USD at the time of payment. BetterM2M shall not be responsible for any bank fees or credit card fees for foreign currency exchange, which will be your sole responsibility based on agreements between you and your financial services provider.

Third Party Fees. BetterM2M shall not be responsible for any bank fees, interest charges, overdraft charges or other fees resulting from your payment of an invoice.

Use of Data. You expressly grant BetterM2M the right to Process Covered User Data: (i) as necessary to provide the Services (including by disclosing such Covered User Data to third parties that support the provision of the Services); (ii) as otherwise expressly permitted by the Terms of Service; or (iii) as required by law, regulation, court order, subpoena, or governmental authority.

Warranties, Representations, and Disclaimer.

Joint. Each Party represents and warrants to the other that: (i) it has all requisite power and authority to enter into this MSA and perform the obligations set forth herein; and (ii) the execution of this MSA and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a Party or by which it is bound.

By BetterM2M. BetterM2M represents and warrants that it has the full right and authority to provide the Services in accordance with the terms and conditions of the Terms of Service.

By You. YOU ASSUME TOTAL RESPONSIBILITY FOR THE USE OF THE SERVICES BY ALL COVERED USERS AND EXPRESSLY ACKNOWLEDGE AND UNDERSTAND THAT THE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

Disclaimer of Warranties. THE SERVICES ARE BEING PROVIDED BY BetterM2M TO YOU “AS IS” AND “AS AVAILABLE” AND THAT YOU, ON BEHALF OF ALL COVERED USERS, ARE ACCEPTING THE SERVICES WITH ALL FAULTS, WHETHER OR NOT IMMEDIATELY APPARENT. TO THE FURTHEST EXTENT OF APPLICABLE LAW, BetterM2M AND OUR REPRESENTATIVES (i) EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,  INCLUDING WITHOUT LIMITATION ALL EXPRESSED OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (ii) DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR OF ANY COVERED USER, OR THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED; (iii) DO NOT MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE SERVICES.

Limitation of Liabilities.

Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY, NOR BETTERM2M’S REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, REGULATORY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST REVENUE OR LOST DATA, ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THE TERMS OF SERVICE. THE REMEDIES PROVIDED IN THIS MSA ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION, AND SHALL APPLY EVEN IF A PARTY SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Limitation on Remedies. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EITHER PARTY AND  BETTERM2M’S REPRESENTATIVES SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE A DISPUTE IS ASSERTED BY THE APPLICABLE PARTY. IN NO EVENT SHALL BETTERM2M BE LIABLE FOR ANY DAMAGES WHICH DIRECTLY OR INDIRECTLY RESULT FROM YOUR FAILURE TO PROPERLY CONFIGURE YOUR USE OF THE SERVICES.

Dispute Resolution.

Mandatory Arbitration Disclosure and Procedures. ALL COVERED USERS SHALL BE REQUIRED TO BRING ANY DISPUTE AGAINST BETTERM2M IN ACCORDANCE TO THE DISPUTE RESOLUTION PROVISIONS OF THIS MSA, INCLUDING WITHOUT LIMITATION, THE ARBITRATION PROCEDURES AS FOLLOWS:

All Disputes arising from or related to the Services and/or the Terms of Service shall be governed by the laws of the State of Delaware, United States of America, excluding Delaware’s conflicts of laws rules.

The Parties will attempt in good faith to settle any Dispute within thirty (30) calendar days after the Dispute arises. If the Dispute is not resolved within thirty (30) calendar days, such Dispute shall be resolved by arbitration (each an “Arbitration Proceeding”) by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this MSA (“Arbitration Rules”).

Each Arbitration Proceeding shall be conducted (i) by a mutually selected arbitrator, (ii) in the English language, and in (iii) Kent County, Delaware, United States of America. Each Arbitration Proceeding shall be deemed Confidential Information, including without limitation, (i) the existence of, (ii) any Data disclosed during, and (iii) any communications or documents related to, the Arbitration Proceeding.

The Parties shall pay all fees and expenses arising from each Arbitration Proceeding in accordance with the Arbitration Rules (collectively “Arbitration Costs”). The arbitrator in each Arbitration Proceeding shall determine the non-prevailing party’s obligation to reimburse the amount paid by the prevailing party for the Arbitration Costs, provided that each Party shall be responsible for such Party’s own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.

Either Party may apply or domesticate to any court of competent jurisdiction located in Kent County, Delaware, United States of America, for injunctive relief necessary to protect a Party’s rights pending resolution of the applicable Arbitration Proceeding.

The arbitral award will be final and binding on the Parties and its execution may be presented in any competent court, including any court with jurisdiction over either Party or any of such Party’s property.

Class Action Waiver. ALL COVERED USERS SHALL BE REQUIRED TO BRING ANY DISPUTE AGAINST BETTERM2M IN EACH SUCH COVERED USER’S INDIVIDUAL CAPACITY AND SHALL NOT BRING ANY DISPUTE AGAINST BETTERM2M AS A MEMBER OF ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING (COLLECTIVELY “CLASS ACTION”). ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, UNCONSCIONABLE, VOID, OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL COVERED USERS EXPRESSLY AND IRREVOCABLY WAIVES ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM IN CONNECTION WITH ANY DISPUTE ARISING FROM THE TERMS OF SERVICE.

Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL COVERED USERS EXPRESSLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY DISPUTE ARISING FROM THE TERMS OF SERVICE.

Government Customers. In instances of the Services being provided to a US governmental entity in its governmental capacity, including any related technical data or accompanying documentation, the Services shall be considered “commercial items” and “technical data” as defined in 48 C.F.R. §2.101 with the same restrictions, limitations, and rights which are set forth in this MSA. If any Covered User uses the Services on behalf of a governmental entity and any or all of this MSA fails to meet that government’s needs or is inconsistent in any respect with law, the Covered Users, as applicable, shall immediately discontinue use of the Services.

Definitions.  Various capitalized terms which are used throughout this MSA are defined in the section in which they are first used or as follows:

“Covered User Data” collectively means any Data that is Processed or otherwise provided to BetterM2M by any Covered User.

“Data” means any individual or collection of text, number, symbol, audio, software, file, information, or content that is capable of being Processed.

“Dispute” includes any and all allegations, conflicts, claims, controversies, and other legal causes of action, whether alleged or not alleged, known or unknown, vested or contingent and/or asserted or not asserted, arising or occurring as between the Parties, Representatives, or End Users.

“End User” means any individual or entity, that is directly or indirectly permitted to use or access the Services.

“Fee” means any charge and otherwise cost arising from or related to the Covered User’s use of the Services

“Party” means each of you and BetterM2M.

“Process” and “Processed” and “Processing” shall collectively mean any (i) direct or indirect and (ii) manual or automated access, acquisition, collected, development, implementation, maintenance, transmission, use, and otherwise performance of any operation or set of operations upon Data.

“Representative” includes any parent company, affiliate, subsidiary, owner, director, manager, employee, professional advisor, director, officer, trustee, successor, assign, agent, administrator, executor, or personal representative of a Party. With respect to BetterM2M, a “Representative” shall also include any authorized BetterM2M Third Party Service Provider.

“Service” means the cloud hosting services, computing resources, and other services made available by BetterM2M for purchase and use by Covered Users, including without limitation, any website, product, software, hardware, application, API, machine, equipment, documentation, or technology authorized by BetterM2M.

“Service Order” or “SO” means any Services agreement offered by BetterM2M, accepted by Client, and mutually consented to by the Parties arising out of or relating to this MSA.

“Terms of Service” collectively means the MSA, AUP and SLA.

“Third Party Service Provider” or “TSP” means any contractor, subcontractor, processor, sub processor, supplier, and otherwise vendor of a Party, including without limitation third party contributors, developers, publishers, and producers.

Acceptable Use Policy (AUP)

Last Updated: December 07th 2023

Effective Date: December 07th 2023

BetterM2M requires your use of the Services to comply with applicable law and to be consistent with our community standards. The purpose of this Acceptable Use Policy (“Policy”) is to inform you of our expectations regarding your use of the Services, which expectations are consistent with those of the Internet community and of mobile networks around the world.

By using or continuing to use a Service, you accept and consent to the rights, obligations, and practices described in this Policy

Applicability. This Policy applies any Covered User with respect to the Services. This Policy forms a part of the BetterM2M Terms of Service and is a Supplemental Use Policy thereunder. All capitalized terms not expressly defined in this Policy shall have the meaning found in the Master Services Agreement.

Abuse. The Services may only be used for lawful purposes. You shall not use any Service to engage in, foster, or promote illegal, abusive, fraudulent, or irresponsible behaviour, including without limitation:

Creation or distribution of unsolicited bulk email and mailing lists;

Disruption or interference of any data system or network, computer or communications system, software application, or network or computing device;

Monitoring data or traffic on any network or system without the express authorization of the owner of the system or network.

Use of any false, misleading, or deceptive header information in an email or a newsgroup posting;

Use of an Internet account or computer without the owner’s authorization;

Distribution of any advertisement delivery software unless: (i) the user affirmatively consents to the download and installation of such software based on clear and conspicuous notice of the nature of the software, and (ii) the software is easily removable by use of standard tools for such purpose included on major operating systems;

Distribution of any application or code that covertly gathers information about a user or covertly transmits information about the user;

Unauthorized collection or use of any personally identifiable information or personally identifying information (including, without limitation, phishing, Internet scamming, password engineering, scraping, and harvesting);

Unauthorized collection or use of any financial or health data; and

Any conduct that is likely to result in retaliation against BetterM2M or our Representatives, including engaging in behaviour that results in any server being the target of a denial of service attack.

Bandwidth Abuse. Roaming Data services are intended for regular mobile internet access by travellers and working professionals while roaming. The following uses of Roaming Data services, including Prepaid and Unlimited eSIM data packages, are prohibited:

Downloads or uploads of large files in excess of 300MB in size, or multiple files that are 300MB in aggregate size;

Continuous, prolonged background transfers (uploads/downloads) of non-viewable media;

Continuous, prolonged streaming of data to TCP or UDP applications, with the exception of multimedia being actively used by the subscriber;

Use of eSIM-enabled device as a data router or proxy for multiple other devices, with the exception of normal Wi-Fi Hotspot usage;

Use of Wi-Fi Hotspot to provide Internet connectivity to stationary, non-portable devices for prolonged periods of time;

BitTorrent and other P2P file sharing networks; or

Any application or activity which consumes more than 150MB of data per hour.

Vulnerability Testing. You shall not attempt to probe, scan, penetrate, or test the vulnerability of BetterM2M or any Service, and shall not breach BetterM2M security or authentication measures, whether by passive or intrusive techniques, without BetterM2M’s express written consent.

Newsgroups, Chat Forums, Other Networks. You shall comply with the rules and conventions for postings to any bulletin board, chat group or other forum in which you participate, such as Internet Relay Chat and USENET groups. You must comply with the rules of any other network you access or participate in while using the Services.

Offensive Content. You shall not Process any content or link to any content that does not comply with applicable law or BetterM2M’s community standards, including without limitation, any content that BetterM2M deems at our sole discretion, to:

constitute, depict, foster, promote, or relate in any manner to child sexual abuse, bestiality, or non-consensual sex acts;

be excessively violent, incite violence, threaten violence, or contains harassing content or hate speech;

be unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;

be defamatory or violates a person’s privacy;

create a risk to a person’s safety or health, create a risk to public safety or health, compromise national security, or interferes with an investigation by law enforcement;

improperly expose trade secrets or other confidential or proprietary information of another person or business;

promote illegal drugs, violate export control laws, arise from or relate to illegal gambling or illegal trafficking;

be otherwise illegal or to solicit conduct that is illegal under laws applicable to you or to BetterM2M; or

be otherwise malicious, fraudulent, or result in retaliation against BetterM2M by offended viewers.

Intellectual Property. You shall not use BetterM2M’s network or services to download, publish, display, distribute, copy or otherwise use or make available in any manner any text, music, software, art, image or other work protected by law unless: (i) you have been expressly authorized by the owner of the property; or (ii) you are otherwise authorized by established Intellectual Property law.

Use of Assigned Identification.

You shall only use Internet Protocol (“IP”) addresses assigned to you by BetterM2M in connection with your use of the Services.

You agree that if a BetterM2M IP address assigned to your Account becomes listed on an abuse database that you will automatically be in violation of this Policy, and that BetterM2M may take any reasonable action to protect our IP address, including suspension and/or termination of your service, regardless of whether the IP addresses were listed as a result of your actions.

You shall not register to use any Service under a false name, or use an invalid or unauthorized credit card in connection to any Service.

Enforcement and Effect of Violation. Violation of any provision of this Policy, whether as a single-instance or repeated occurrence, may result in the immediate interruption, suspension, or termination of your access and use of the Services, as determined by BetterM2M at BetterM2M’s sole discretion. You acknowledge, understand, and agree that BetterM2M shall not be required to issue warnings, reprimands, or undergo any formal or informal process prior to causing the Services to be interrupted, suspended, and/or terminated.

Changes. Amendments to this Policy may be made at any time and you should check back frequently for any changes. BetterM2M shall have the right and ability to amend this Policy at BetterM2M’s sole and absolute discretion, and any amendments herein shall be effective within fourteen (14) days of being posted by BetterM2M or by your continued use of the Services, whichever later.

Service Level Agreement (SLA)

Last Updated: December 07th 2023

Effective Date: December 07th 2023

Support Categories

Technical Support addresses problems that involve functional problems that are encountered when users are using the Service, e.g. devices are unable to connect to a network, eSIM fails to install on a device, etc.

Case Severity

Support issues can be reported with three levels of severity, depending on the level of business impact:

Severity 1 – Critical Impact

Critical incidents are those that severely impact the availability of the Service. There is a severe effects on the users’ connectivity. This type of issue requires immediate corrective action.

Severity 2 – Serious Impact

Major or “serious” incidents impact the quality or performance of the Service – severe degradation of quality for users.

Severity 3 – Minor Impact

Minor incidents have a negligible impact on the quality or performance of the Service. The Service is usable but with limited functions. This condition is not critical and does not severely restrict the user’s connectivity.

Response Time Matrix

BetterM2M will endeavour to meet the following Response Times and Resolution Times for issues of each severity level:

Severity Level

Initial Response Time

Resolution Time

Severity 1

<60 minutes

< 6 hours

Severity 2

<120 minutes

< 24 hours Severity 3 >4 Business Days

Next Scheduled Release

Support Method

The user may contact BetterM2M regarding an issue by emailing support@betterm2m.com