CONNECTED ANALYTICS MASTER SERVICES AGREEMENT This Connected Analytics Master Services Agreement (“Agreement”) is entered into between Connected Analytics, Inc. a Georgia corporation, with an office at 5920 Odell Street, Suite 105, Cumming, GA 30040 (“Connected”), and _________________, with an office at _______________________ (“Customer”) as of _____________, 2019 (“Effective Date”). WHEREAS Connected provides a cloud-based platform to enable software as a service (SaaS) Internet of Things (IOT) / SIM management software solutions (the “Services”), including the business of (a) monitoring, managing, controlling and monetizing the SIM card communication layer between clients/users/customers/resellers and carriers utilizing Application Programming Interfaces (APIs) to connect to carrier/reseller based IoT platforms, and (b) offering machine-learning capabilities to provide advanced analytics that can include connectivity management, activation, and deactivation of SIM cards, rate plan optimization, detection of potential fraud or malfunctioning devices, potential security breaches, alerting capability and more, all on an automated basis. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 1. SERVICES (a) Use. Subject to the terms and conditions of this Agreement, Connected hereby grants Customer during the Term (as defined below), a non-exclusive, non-transferable, worldwide, right to access and use the Services for Customer’s business purposes. Customer may permit its employees and contractors to access and use the Services to further Customer’s business purposes in accordance with the terms herein. (b) Order. Connected shall provide Customer access to and use of the Services in accordance with the terms of this Agreement and any mutually agreed upon quote identifying the services to be made available by Connected pursuant to this Agreement and the fees incurred for such services (an “Order”). In the event of any conflict between this Agreement and an Order, the terms of the Order will control solely to the extent of such conflict. Connected will use commercially reasonable efforts to provide the Services. (c) Training. Connected shall provide remote phone and web-based training sessions related to the use of the Services to the extent set forth in an Order to those individuals specifically identified in the Order (“Administrators”). Additional training services requested that are not in the Order are subject to Connected’s fees at the time of the request. Customer is responsible for making a good-faith effort to have its Administrators attend all training sessions established by Connected. (d) Phone and Email Support. Connected will, during the Term, provide phone, email or chat support to Administrators, Monday through Friday, 6 a.m. – 5:00 p.m. PST, U.S. holidays excluded. Connected shall have no support obligations with respect to non-Administrators. (e) Connected’s Response. Connected shall endeavor to respond to Customer’s support inquiries within 24 business hours, provided that Customer supplies Connected with prompt, reasonable assistance, information and/or materials requested, including without limitation any information needed to replicate, diagnose, and correct any error or other problem reported by Customer relating to the access or use of the Connected Services. Information that Connected may request to aid in the diagnosis and resolution efforts may include (but not limited to): (i) the name and contact information of the reporting person; (ii) symptoms of the suspected failure; (iii) any testing performed by Customer with respect to the suspected failure; and (iv) whether use of the Connected Services may be temporarily suspended by Connected for testing purposes. Connected shall respond only to support inquiries originated by Customer, and Customer shall be responsible for responding to the support inquiries of its authorized users. 2. LIMITATIONS (a) Customer shall not, and shall not permit any Administrator, employee, contractor, agent or any other party to: (a) reverse engineer, copy, disassemble or decompile any component of the Services; (c) interfere in any manner with the operation of the Services or the hardware and network used to operate the Services; or (c) sublicense any of Customer’s rights under this Agreement, or otherwise use the Services for the benefit of a third party outside of the terms of this Agreement. Customer shall not use the Services for any purpose that is unlawful or prohibited by this Agreement, or by any law, regulation, statute or court order. Customer may not use the Services in any manner that could damage, disable, overburden, or impair any Connected or subscriber server, or the network(s) connected to any Connected or subscriber server, or interfere with any other party’s use and enjoyment of any of the Services. Customer may not attempt to gain unauthorized access to any part of the Services, other accounts, computer systems or networks connected to any Connected or subscriber server or to any part of the Services, through hacking, password mining or any other means. Customer may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. (b) Except as expressly set forth herein, Customer shall not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Services’ control or security systems, or allow or assist a third party to do so. 3. OWNERSHIP (a) Connected Technology. Customer acknowledges that Connected retains all right, title and interest in and to the Services, and all proprietary information and technology used by Connected or provided to Customer in connection with the Services (the “Connected Technology”), is protected by intellectual property rights owned by or licensed to Connected. (b) Customer Data. Customer agrees that the data, information, content and materials uploaded or otherwise made available by Customer or on Customer’s behalf to the Services (“Customer Data”) is the exclusive property of Customer. (c) Use of Customer Data. Customer hereby grants to Connected the rights (a) to use the Customer Data as necessary for purposes of providing the Services and support to Customer. Customer acknowledges and agrees that Connected may use Customer Data on an aggregated and anonymized basis in perpetuity to improve the Services. Customer represents and warrants that (a) Customer has all rights necessary to grant Connected the rights set forth herein, and Connected’ s exercise of such rights will not require Connected to provide any notices or obtain any consents of any other person, (b) the Customer Data, and Customer’s provision, delivery or other disclosure of Customer Data to Connected does not and will not violate any applicable law, rule or regulation; and (c) the Customer Data does not infringe upon, misappropriate, or otherwise violate any third party’s intellectual property, publicity or privacy rights. (d) Communications from Connected. Connected may periodically contact Customer or its Administrators for customer service purposes. By accessing the Services, Customer consents to receive such communications. Customer agrees that Connected may reference its business relationship with Customer in its marketing or sales materials, including the use of any of Customers logo’s or trademarks/service marks. Connected may use any feedback or comments provided by Customer for any purpose. 4. FEES AND PAYMENT OF SERVICES (a) Payment. Customer shall pay Connected the fees set forth in any Order (“Fees”) within thirty (30) days of the date of Connected’s invoice. Any Fees paid by Customer are non-refundable. Billing will commence on the date the Order has been agreed to (‘Commencement Date”). Upon any Renewal Term (as defined below), Connected may increase pricing for Services. (b) Late Fees. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month. Connected may suspend its performance hereunder until all past-due amounts are paid in full. Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Connected’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of access to the Services to Customer. (c) Overage Fees / Usage Limits. Some Services may be subject to usage limitations as set forth in an Order (“Usage Limits”). If Customer exceeds its Usage Limits, Customer shall pay the overage fees set forth in the Order (“Overage Fees”). All Overage Fees will be billed in arrears on the first day of each month following the month of usage. In the event that Customer wishes to increase its Usage Limits beyond the maximum number for which fees have been paid, Customer shall be required to pay additional fees as defined through an Order.