Terms of Service

Last updated May 30, 2026

This Master Services Agreement ("Agreement") is entered into as of the Effective Date identified in the applicable Order by and between Iridium Credit, Inc. ("Iridium") and the entity identified as the customer in the applicable Order ("Customer"). This Agreement consists of these Terms and Conditions ("Terms"), including any Exhibits thereto, and any Orders and SOWs entered into pursuant to this Agreement. This Agreement supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, written or oral, with respect to all services and tasks that Iridium provides, or is obligated to provide, under this Agreement pursuant to the applicable Order or SOW, and all past dealings or industry customs. The parties agree as follows:

1. Offering and Services

1.1. Software Offerings.

Iridium provides certain software offerings that are delivered to customers on a software-as-a-service ("SaaS") basis. Customer may, from time to time, subscribe to one or more of such software offerings pursuant to a mutually-agreed written order referencing this Agreement and signed by both parties ("Order"). Each Order must include: (a) the specific SaaS software offering ordered (the "SaaS Offering"); (b) the number of Authorized Users authorized to access and use the SaaS Offering; (c) the initial term and any renewal terms therefor (the "Service Term" and "Renewal Terms"); (d) the associated Fees and payment terms; (e) any Training Services or Support Services provided; and (f) the contact information of both parties. The form of the Order is attached as Exhibit A. Each Order will be deemed incorporated into this Agreement by reference and made an integral part of this Agreement when each such Order has been signed by each party and delivered to the other party. To the extent that a conflict arises between the terms and conditions of an Order and the terms and conditions of this Agreement, the terms and conditions of this Agreement will control unless the Order specifically references which provision(s) of this Agreement do not control.

1.2. Access.

Subject to the terms and conditions of this Agreement, Customer may access and use the Services set forth in an Order during the Service Term and any Renewal Term set forth such Order, solely for Customer's internal use by Authorized Users in accordance with the terms and conditions herein. "Services" means the SaaS Offering as deployed and hosted by Iridium on its SaaS infrastructure, together with any training services set forth in an Order ("Training Services") and support services set forth in an Order ("Support Services"). If applicable, Iridium will provide to Customer the necessary login credentials (i.e., usernames and passwords) and network links or connections to allow Authorized Users to access the Services. Each of Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement are referred to herein as an "Authorized User". The total number of Authorized Users who are permitted access to and use of the Services will not exceed the number of Authorized Users purchased by Customer as set forth on the Order, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Fees payable hereunder for any such additional usage. Authorized Users' login credentials are for Customer's designated Authorized Users only and may not be shared among multiple individuals; provided, however, that Authorized Users' login credentials may be reassigned to new Authorized Users if the former users no longer require access to the Services.

1.3. Professional Services.

Subject to the terms and conditions of this Agreement, Iridium will perform the professional services ("Professional Services") as set forth in mutually-agreed upon statements of work (each, an "SOW"). Each SOW will include, at a minimum, a description of the Professional Services and the associated fees and payment terms. The form of the SOW is attached as Exhibit B. Each SOW will be deemed incorporated into this Agreement by reference and made an integral part of this Agreement when each such SOW has been signed by each party and delivered to the other party. To the extent that a conflict arises between the terms and conditions of a SOW and the terms and conditions of this Agreement, the terms and conditions of the Agreement will control unless the SOW specifically references which provision(s) of this Agreement do not control. Iridium may utilize subcontractors to perform all or a portion of the Professional Services.

1.4. AI Services.

The SaaS Offering includes AI Services. "AI Services" means any service or features of the Services, or that enable the Services, that use artificial intelligence, machine learning, or similar models and technology. As applicable, Customer or Authorized Users may input or otherwise submit text, images, audio, video, files, or other data or content to an AI Service (each a "Prompt") and the AI Service may generate and return any text, images, audio, video, files, other data or content, or actions based on Prompts ("Output"). Iridium does not make any warranty as to AI Services, Output, the results that may be obtained from the use of AI Services or the accuracy of any information obtained through AI Services, including with respect to the factual accuracy of any Output or suitability, quality, security, legality, and reliability for Customer's (or Authorized User's) intended use cases. Use of any material or data obtained through the use of any AI Services is at Customer's sole risk. No information or advice, whether oral or written, obtained by Customer from Iridium or through AI Services creates any such warranty. Customer is responsible for evaluating whether Outputs are appropriate for Customer's (or Authorized User's) use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify Authorized Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.

1.5. Beta Features.

From time to time, Iridium may provide Customer with the option to participate in early access programs with Iridium where Customer may be permitted to use alpha, beta, or pre-release services, products, features, and documentation ("Beta Services") offered by Iridium. Notwithstanding anything to the contrary in this Agreement, Beta Features are not generally available and may contain bugs, errors, or defects. Accordingly, Iridium provides Beta Services to Customer "as is", "where is", and "with all faults", and makes no warranties of any kind with respect to the Beta Features, nor does any representation, warranty, service level, or other obligations with respect to the Services described herein apply to Beta Features. Iridium may discontinue Beta Features at any time in its sole discretion and may never make them generally available.

2. Restrictions and Responsibilities

2.1. General.

Customer will not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer will not at any time, directly or indirectly, and will not permit any Authorized User to: (a) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover, derive, or gain access to the source code, object code, or underlying structure, ideas, know-how, or algorithms contained in or relevant to the Services, in whole or in part; (b) copy, modify, translate, or create derivative works based on the Services, in whole or in part (except to the extent expressly permitted by Iridium or authorized within the Services); (c) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, including for the benefit of a third party; (d) remove any proprietary notices or labels from the Services; or (e) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, rule, regulation, order, or other requirement of a governmental authority ("Law"). Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement, and whether such use is with or without Customer's knowledge or consent. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

2.2. AI Services Restrictions.

Customer will not at any time, directly or indirectly, and will not permit any Authorized User to: (a) provide Prompts that infringe, misappropriate, or violate any third party intellectual property rights or any Law or are intended, or would reasonably be expected, to generate Output that does so; (b) use Output in a manner that Customer knows, or reasonably should know, infringes, misappropriates, or violates any third party intellectual property rights or any Law; (c) attempt to discover or extract any underlying components (including model weights and other parameters) of the artificial intelligence models, algorithms, and technology of AI Services; (d) misrepresent that Output is approved by Iridium or was human generated; (e) use any Output to develop artificial intelligence models or for machine learning or model training purposes that compete with the Services; (f) access or use AI Services, or use any Output, for benchmarking or other competitive purposes; (g) submit as part of any Prompt any sensitive personal information or other data that Customer is not permitted to collect under this Agreement; or (h) sell or distribute any Output as a standalone product. In connection with Customer's use of AI Services (including use of all Prompts and Output), Customer will, and will cause its Authorized Users to, not use AI Services: (i) to mislead any person that Output was solely human generated; or (ii) in violation of any Third-Party Terms, or other policies or the like to which Iridium links in connection with generation of Output.

2.3. Suspension of Services.

Notwithstanding anything to the contrary in this Agreement, Iridium may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services: (a) if Iridium reasonably determines that (i) there is a threat to, or attack on any of, the Iridium IP, (ii) Customer's or any Authorized User's use of the Iridium IP disrupts or poses a security risk to the Iridium IP or to any other customer or vendor of Iridium, (iii) Customer, or any Authorized User, is using the Iridium IP for fraudulent or illegal activities, (iv) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (v) Iridium's provision of the Services to Customer or any Authorized User is prohibited by applicable Law; (b) if any vendor of Iridium has suspended or terminated Iridium's access to or use of any third-party services or products required to enable Customer to access the Services; or (c) in accordance with Section 4.2 (any such suspension described in subclause (a), (b), or (c), a "Service Suspension"). Iridium may or may not provide written notice of a Service Suspension to Customer or updates regarding resumption of access to the Services following any Service Suspension. However, Iridium will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Iridium will have no liability for any damage, liabilities, losses (including, but not limited to, any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

2.4. Third-Party Services; Open-Source Software.

The Services (including for clarity, AI Services) may contain or link to open-source software or certain software, information, data, tools, materials, services and rights made available by a third party ("Third-Party Services"). For purposes of this Agreement, such Third-Party Services are subject to their own terms and conditions, and the applicable flow-through provisions provided or made available by Iridium to Customer (if any) and use of such open-source software and Third-Party Services by Customer or Authorized Users will be governed by such licenses and terms and conditions ("Third-Party Terms"). Customer will indemnify, hold harmless, and, at Iridium's option, defend Iridium and any and all providers of an applicable Third-Party Services, from and against any and all Losses resulting from any claim, suit, action, or proceeding resulting from or arising in connection with Customer's or Authorized User's use of such Third-Party Services, and any alleged or actual violation of any Third-Party Terms by Customer or any Authorized Users.

3. Confidentiality; Proprietary Rights

3.1. Confidential Information.

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, and/or financial information, third-party confidential information, and other sensitive or proprietary information relating to the Disclosing Party's business, in each case whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" and/or "proprietary" (or similar marking) (collectively, "Confidential Information" of the Disclosing Party). Confidential Information of Iridium includes, but is not limited to, pricing and any other commercial terms set forth on any Order, SOW, or elsewhere in this Agreement, and non-public information regarding features, functionality, and performance of the Services. Confidential Information of Customer includes Customer Data, but, for the avoidance of doubt, excludes Aggregate Data and Analytics Data which will be considered the Confidential Information of Iridium. The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information (of the Disclosing Party); and (b) not to use or disclose to any person or entity any such Confidential Information, except in performance of the Services or as otherwise permitted herein. Confidential Information does not include information to the extent that it is or becomes: (i) in the public domain; (ii) known to the Receiving Party at the time of disclosure; (iii) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the Receiving Party. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable Law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, the Receiving Party will promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing or anything to the contrary in this Agreement, to the extent it is not reasonably feasible for Iridium to remove or destroy Confidential Information of Customer from disaster recovery, archival or other Services systems, and with respect to any Customer Data retained by Iridium in accordance with the rights granted by Customer pursuant to Sections 3.2 and 3.3 (if applicable), Iridium will be relieved from the foregoing return or destroy obligation. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire 5 years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information of Iridium that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law.

3.2. Rights to Customer Data.

"Customer Data" means all non-public data provided or otherwise made available by or on behalf of the Customer to Iridium to enable the provision of the Services or through the Services. Iridium acknowledges that, as between Iridium and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Iridium a non-exclusive, perpetual, royalty-free, worldwide, non-sublicensable, non-transferable (except as set forth in Section 9.2) license and right to use, reproduce, and otherwise exploit the Customer Data to (a) provide the Services to Customer, (b) create de-identified or anonymized data sets that do not directly or indirectly identify Customer or any individual ("Aggregate Data"), (c) develop and improve Iridium technologies and offerings, and (d) offer and provide Iridium technologies and offerings to third parties. As between the parties, Iridium solely owns all right, title, and interest in and to any Aggregate Data and any data, information and material created by Iridium with such Aggregate Data, and Iridium may use, disclose, and otherwise exploit the foregoing so long as any disclosure does not directly or indirectly identify Customer or any individual. Iridium's right to use the Customer Data to provide and improve the Services includes the right to develop, train, re-train, and improve artificial intelligence, machine learning, or similar models using de-identified Customer Data, including all Prompts and Output.

3.3. Rights to Iridium IP.

Customer acknowledges that, as between Customer and Iridium, Iridium owns all right, title, and interest in and to: (a) the Services, including without limitation, the SaaS Offering and all improvements, enhancements, or modifications thereto, (b) any and all other intellectual property provided to Customer or any Authorized User in connection with the Services or otherwise in connection with this Agreement, and (c) all intellectual property rights related to any of the foregoing (collectively, "Iridium IP"). Customer acknowledges that, as between Customer and Iridium, with respect to Third-Party Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Services. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Iridium IP.

3.4. Rights to Analytics Data.

Notwithstanding anything to the contrary in this Agreement, Iridium may monitor Customer's use of the Services and will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) ("Analytics Data"), and Iridium will be free (during and after the Term) to use, disclose, and otherwise exploit the Analytics Data so long as any disclosure does not directly or indirectly identify Customer or any individual. As between the parties, Iridium solely owns all right, title, and interest in and to any Analytics Data.

3.5. Feedback.

If Customer or any of its Authorized Users or other employees or contractors provides any suggestions or recommendations on changes to the Services or other Iridium IP, including without limitation, new features or functionality relating thereto, or any other comments, questions, suggestions, or the like (collectively, "Feedback"), then Iridium is free to use and otherwise exploit such Feedback, without any attribution or compensation to any party for any purpose whatsoever.

3.6. Output.

As between the parties, to the extent permitted by applicable law, Customer will own all right, title, and interest (including all intellectual property rights) in any Output. Subject to the terms of this Agreement, Iridium hereby assigns to Customer all of its right, title, and interest (including Intellectual Property Rights), if any, in and to any Output that arise solely from the generation of the Output through the Services to Customer. Customer acknowledges and agrees that, due to the nature of the Services and artificial intelligence generally, Output may not be unique and other customers may receive similar or identical output from the Services. Accordingly, the assignment above does not extend to other customers' output or to any Iridium IP.

4. Payment Terms

4.1. Fees; Service Allocation.

Customer will pay Iridium the then applicable fees as described in each Order and SOW in accordance with the terms therein (collectively, the "Fees"). If Customer's use of the Services exceeds the number of Authorized Users or other Services usage metric (the "Service Allocation") set forth on the applicable Order, or otherwise requires the payment of additional fees (per the terms of the Order or this Agreement), Customer will pay the additional fees in the manner provided hereunder. Iridium reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term or then current Renewal Term, upon 30 days prior notice to Customer (which may be sent by email). If Customer believes that Iridium has billed Customer incorrectly, Customer must contact Iridium no later than 30 days after the closing date on the first billing statement in which the alleged error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Iridium's customer support department.

4.2. Invoicing and Payment; Taxes.

Iridium may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Iridium 30 days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by Law, whichever is lower, plus all expenses of collection and may result in suspension or immediate termination of the Services. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Iridium's income.

5. Term and Termination

5.1. Term.

This Agreement continues for the Term as set forth in the applicable Order (the "Term").

5.2. Termination.

In addition to any other express termination right set forth in this Agreement or other remedies it may have: (a) Iridium may terminate this Agreement, effective on written notice to Customer, if Iridium determines that (i) Customer fails to pay any amount when due hereunder, and such failure continues more than 5 days after Iridium's delivery of written notice thereof, (ii) Customer breaches any of its obligations under or otherwise violates any terms of Sections 2 or 3, (iii) Customer, or any Authorized User, is using the Iridium IP for fraudulent or illegal activities, or (iv) continued performance of this Agreement would, or would likely, subject Iridium or any of its affiliates to material liability, penalties, or fines under applicable Laws; and (b) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach (i) is incapable of cure, or (ii) is capable of cure but remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.

5.3. Effect of Termination.

Upon expiration or earlier termination of this Agreement, Customer will immediately discontinue use of the Iridium IP and, without limiting Customer's obligations under Section 3, Customer will delete, destroy, or return all copies of the Iridium IP and certify in writing to Iridium that the Iridium IP has been deleted or destroyed. Upon expiration or earlier termination of this Agreement, Customer will pay in full for the Services, including any unpaid fees or taxes owed, up to and including the last day on which the Services are provided. Subject to Customer's compliance with its payment obligations in Section 4, Iridium will make Customer Data and Output available for 30 days following expiration or termination of this Agreement so that Customer can retrieve and export any Customer Data and Output. After such 30-day period, Iridium will have no obligation to maintain or provide any Customer Data or Output to Customer and may delete Customer Data and Output upon the earlier of 30 days after Customer's export or 60 days after expiration or termination of this Agreement. This Section 5.3, and Sections 3, 4 (with respect to Fees incurred during the Term), 6, 7, 8, and 9, survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement unless explicitly otherwise stated.

6. Warranty and Disclaimer

6.1. Limited Services Warranty.

Iridium warrants that it will perform the Training Services, Support Services, and Professional Services (if applicable) in a professional and workmanlike manner. Iridium's sole obligation and liability and Customer's sole and exclusive remedy for breach of this warranty will be for Iridium to re-perform the applicable Services brought to its attention by Customer within 10 days after the Services are performed. Iridium does not make any representations or guarantees regarding uptime or availability of the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Iridium or by third-party providers, or because of other causes beyond Iridium's reasonable control, with or without advance notice. THE FOREGOING WARRANTY DOES NOT APPLY, AND IRIDIUM STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY SERVICES OR PRODUCTS.

6.2. Customer Data.

Customer represents, warrants, and covenants to Iridium that (a) Customer has obtained, and will continue to maintain, all necessary rights in and to the Customer Data (including obtaining all required consents and authorizations) to provide the Customer Data to Iridium for use under this Agreement, to grant the rights and licenses set forth in this Agreement, and for Iridium to exercise such rights and licenses, (b) it has collected and will collect all Customer Data in accordance with all applicable Laws and any applicable conditions, restrictions, contracts, or other terms, (c) neither the Customer Data nor Iridium's use of the Customer Data in accordance with this Agreement will (i) infringe, misappropriate, or otherwise violate any intellectual property rights or other rights of any third party or (ii) violate applicable Laws, and (d) all Customer Data is accurate, complete, and adheres to any and all formats specified in the documentation for the Services.

6.3. Contact Data.

In connection with the Services, Customer may provide or otherwise make available to Iridium certain Customer Data consisting of contact data (including names, telephone numbers, email addresses, and mailing addresses) regarding third parties (collectively, "Contact Data") for the purpose of enabling the Services, including outreach by Iridium's AI-powered platform via voice calls, emails, and SMS/text messages. Customer represents, warrants, and covenants that all Contact Data and any communications made using Contact Data or otherwise initiated by or on behalf of Customer via the Services, complies with, and will comply with, all applicable Law, including the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, FCC rulings, the Consumer Financial Protection Bureau's Regulation F and other applicable rules and guidance.

6.4. Disclaimer of Warranties.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.1, THE SERVICES AND ALL OTHER IRIDIUM IP ARE PROVIDED "AS IS" AND IRIDIUM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IRIDIUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IRIDIUM MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY OTHER IRIDIUM IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. THE SERVICES ARE NOT INTENDED TO REPLACE OR SUPPLEMENT CUSTOMER'S COMPLIANCE WITH APPLICABLE LAWS. CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING ANY REQUIRED LICENSES AND COMPLYING WITH ALL APPLICABLE LAWS, INCLUDING THE FEDERAL DEBT COLLECTIONS PRACTICES ACT AND ANY BANKING, LENDING, STATE OR FEDERAL DEBT COLLECTION LAWS, OR RELATED FINANCIAL SERVICES LAWS AND REGULATIONS, IN CONNECTION WITH ANY USE OF THE SERVICES BY CUSTOMER, AND IRIDIUM EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR CUSTOMER'S COMPLIANCE WITH THE FOREGOING.

7. Indemnity

7.1. Iridium's Indemnity.

Iridium will indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, proceeding, or any investigation or procedural process by any governmental authority ("Third-Party Claim") that the Services infringes any United States patent or copyright or misappropriates any United States trade secret, provided that Customer promptly notifies Iridium in writing of the Third-Party Claim, cooperates with Iridium, and allows Iridium sole authority to control the defense and settlement of such Third-Party Claim. Iridium will not be responsible for any settlement it does not approve in writing. However, the foregoing obligations do not apply with respect to portions or components of the Services: (a) not supplied by Iridium; (b) made in whole or in part in accordance with Customer specifications; (c) that are modified after delivery by Customer; (d) combined with other products, processes, or materials where the alleged infringement relates to such combination; (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (f) where Customer's or any Authorized User's use of the Services is not strictly in accordance with this Agreement. Additionally, Iridium's obligations under this Section 7.1 (Iridium's Indemnity) will not apply to the extent that the alleged infringement arises from Customer Data, Prompts, or Customer's or Authorized User's use of Output. If such a Third-Party Claim is made or appears possible, Customer agrees to permit Iridium, at Iridium's option and expense, to (i) replace or modify the Services to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality or (ii) obtain for Customer a license to continue using the Services. If Iridium determines that neither of the foregoing is commercially practicable, Iridium may, effective immediately on written notice to Customer, terminate this Agreement (and Customer's rights hereunder), in its entirety or with respect to the affected component or part, and provide Customer a refund of any prepaid, unused Fees for the affected Services.

7.2. Customer's Indemnity.

Customer will indemnify, hold harmless, and, at Iridium's option, defend Iridium, from and against any and all Losses resulting from any Third-Party Claim: (a) alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, violates applicable Law or the rights of any third party; or (b) based on Customer's or any Authorized User's (i) use of any results of the Services, (ii) negligence or willful misconduct, (iii) use of the Services or other Iridium IP in a manner not authorized by this Agreement, including any alleged violation of applicable Laws resulting from such use, (iv) use of the Services or other Iridium IP in combination with data, software, hardware, equipment, or technology not provided by Iridium or authorized by Iridium in writing, or (v) modifications to the Services or other Iridium IP not made by Iridium; provided, however, that Customer may not settle any Third-Party Claim against Iridium unless Iridium consents to such settlement, and provided further that Iridium will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

7.3. Sole Remedy.

THIS SECTION 7 SETS FORTH CUSTOMER'S SOLE REMEDIES AND IRIDIUM'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY OTHER IRIDIUM IP INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8. Limitation of Liability

8.1. No Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

8.2. Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR ANY FAILURE TO PAY FEES UNDER THIS AGREEMENT, EACH PARTY'S ENTIRE LIABILITY TO THE OTHER PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO IRIDIUM DURING THE 12-MONTH PERIOD IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

8.3. Limitations.

Nothing in this Section 8 will limit either party's (a) liability for breach of Sections 2 or 3, (b) indemnification obligations under Section 7, or (c) either party's liability for infringement, misappropriation, or other violation of the other party's intellectual property rights. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. Miscellaneous

9.1. Severability.

If any provision of this Agreement is held to be unenforceable or invalid, all provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transaction contemplated by this Agreement is not affected in any manner materially adverse to either party. In such event, the parties will negotiate in good faith to modify this Agreement so as to effect their original intent as contemplated by this Agreement to the greatest extent possible.

9.2. Assignability.

Customer may not transfer or assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of Law or otherwise, without the prior written consent of Iridium. Any purported assignment or delegation in violation of this Section will be void. Iridium may transfer, assign, or novate any of its rights or delegate any of its obligations hereunder without Customer's consent, and Iridium will remain liable only for its performance of this Agreement before such transfer, assignment, or novation.

9.3. Force Majeure.

Neither party will be liable to the other party for any failure or delay in performing any obligation under this Agreement (other than any payment obligations) when such failure or delay is caused by events beyond its reasonable control, whether foreseeable or not, including fire, flood, other natural disasters, acts of God, war, labor disturbances, interruption of transit, accident, explosion and civil commotion. The party so affected will give prompt notice thereof to the other party and will use reasonable efforts to mitigate the adverse consequences thereof.

9.4. Modifications; Waiver.

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving.

9.5. Independent Contractors.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Iridium in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

9.6. Notices.

All notices under this Agreement must be in writing and will be deemed to have been duly given: (i) when received, if personally delivered, by recognized overnight delivery service, or by certified or registered mail; and (ii) when receipt is electronically confirmed, if transmitted by e-mail. Notwithstanding the foregoing, technical or other notices and other communications regarding the Services may be delivered or furnished by Iridium by electronic communication (including e-mail and Internet or through the Services).

9.7. Publicity.

Customer agrees and hereby grants a non-exclusive, worldwide, royalty-free license Customer's name and logo solely for Iridium's use identifying Customer as a customer of Iridium.

9.8. Governing Law.

This Agreement is governed by and will be construed in accordance with the Laws of the State of Delaware without regard to its conflict of laws principles. Each party submits to the exclusive jurisdiction of any state or federal court sitting in New Castle County, Delaware (the "Chosen Courts") in any litigation arising out of or relating to this Agreement or the Services, agrees that all claims in respect of any such litigation will be heard and decided only in any such Chosen Court, waives any claim of inconvenient forum or other challenge to venue in any such Chosen Court, and agrees not to bring or maintain any such litigation before any tribunal other than the Chosen Courts (except, for clarity, in any proper appeal from a Chosen Court).

9.9. Interpretation.

The words "include," "includes," or "including," when used in this Agreement are non-limiting and will be deemed to be followed by the words "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." The words "hereof," "herein," and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The phrase "to the extent" will mean the degree to which a subject or other matter extends, and such phrase shall not simply mean "if." The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." Unless otherwise expressly set forth in this Agreement, references herein to a specific Section, Subsection, Exhibit or Schedule refer, respectively, to Sections, Subsections, Exhibits or Schedules of this Agreement. The heading references in this Agreement are for convenience of reference only and will not affect any of the provisions hereof. In the event that any notice or other action is required to be taken by a party under this Agreement on a day that is not a business day, then such notice or other action shall be deemed to be required to be taken on the next occurring business day. Each party acknowledges that it has had the opportunity to review this Agreement with legal counsel of its choice, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.

9.10. Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Questions about these terms? Contact us at info@iridiumcredit.com.