Legal

NEXTIVITY INC. End User Sale Terms and Conditions (The “Agreement”)

1. DEFINITIONS

“Products” means the products purchased by customer (“Customer”) from Nextivity (“Nextivity”) or a Nextivity approved reseller.

“Order[s]” shall mean each order made by Customer in which Products are purchased.

“Specifications” shall mean the specifications of the Products described on Nextivity’s website at https://nextivityinc.com/warranty

2. PRODUCT

2.1 Purchase and Sale of Product. Unless otherwise agreed to by both Parties in writing, this Agreement applies to all Orders which Customer may place with the Nextivity or a Nextivity approved reseller for the Products. The terms and conditions of this Agreement shall apply to any Order.

3. RESTRICTIONS

3.1 Customer acknowledges that the Products, including the structure, organization, source code and design of any hardware and software included in or as part of the Products constitute valuable trade secrets and other Intellectual Property Rights of Nextivity. Customer will not, and will not cause or permit others to: (i) use, reproduce, distribute, perform, display, sublicense, sell, assign, pledge, timeshare, lease, loan, or rent, use in a service bureau environment, or otherwise transfer such software, hardware or documentation; (ii) modify, adapt, alter, translate, or create derivative works of such software or hardware; or (iii) reverse engineer, reverse assemble or otherwise attempt to gain access to the source code of all or any portion of the Products or any such software or hardware. In addition, in no event will Customer remove, alter or obscure any proprietary notices on the Products, including, without limitation, any software, hardware or accompanying documentation, including copyright notices, and will not permit any third party to do so.

3.2 Any software contained in or accompanying the Products is licensed, not sold, and Customer acknowledges and agrees that any invoices or other transaction documentation purporting to “sell” or “transfer” such software do not convey ownership of any Intellectual Property Rights subsisting in such software or any copies of such software. Customer acknowledges and agrees that Nextivity is and will remain the sole and exclusive owner of all Intellectual Property Rights in and to such software and any improvements, modifications or derivative works thereto.

3.3 Reservation of Rights. Except as expressly set forth in this Section 3, Nextivity reserves all rights and grants Customer no licenses of any kind hereunder, whether by implication, estoppel, or otherwise.

4. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES

4.1 Nextivity’s Limited Warranty. Nextivity warrants that all Products furnished under this Agreement will be free from material defects in workmanship and materials and will conform in all material respects to the specifications applicable thereto until the later of (a) twenty-four (24) months from date of sale to the end customer, and (b) twenty-seven months (27) of the date such Product was first shipped from Nextivity’s factory (the “Warranty Expiration Date”). Any Product that is repaired, modified, or otherwise serviced by Nextivity shall be warranted as provided in this Section 4.1 for the remainder of the Limited Warranty period. The foregoing Limited Warranty is non-transferrable. The foregoing Limited Warranty does not apply to (i) the cost of shipping and handling the Products for replacement or repair, or damage or loss during shipment for replacement or repair; (ii) any condition of the Products arising from any drawings, materials, designs, plans and the like supplied by Customer or any variation or adaptation of the Products which has been approved or instructed by the Customer, unless otherwise agreed in writing between the Customer and the Nextivity; (iii) Products that have been subjected to accident, abuse, misuse, neglect, shipping or other physical damage, improper installation or operation, improper testing or use contrary to the instructions given by the Nextivity; (iv) Products that have been repaired, altered, or modified by anyone other than Nextivity; or (v) Products for which the total price has not been paid by the due date for payment.

4.2 Exclusive Remedy for Non-Conformance of Product with Limited Warranty. The exclusive remedy with respect to any material non-conformance of the Product to the foregoing Limited Warranty will be limited, at Nextivity’s sole option and election, to: (i) Nextivity’s issuance of a credit based on the lower of Customer’s purchase price or Nextivity’s current listed Product price; (ii) Nextivity’s replacement of the Product; or (iii) Nextivity’s repair of the Product. The return of the Product to Nextivity in accordance with the Returned Material Authorization procedures set forth in Section 4.3 below, is a condition precedent to all warranty obligations of the Nextivity.

4.3 Returned Material Authorization Procedure. For warranty claims under Section 4.1, Customer must notify Nextivity of the non-conforming Product prior to the Expiration Date for such Product. Such notification must contain Customer’s shipping address and a statement of the alleged non-conforming condition, Serial number and part number for each Product returned. Nextivity will issue a Return Material Authorization (“RMA”) after receiving such notification. Upon receipt of the RMA by Customer, Customer shall return the Product to Nextivity. Customer shall bear all shipping costs and risk of loss in returning Product to Nextivity and, if repair or replacement is elected by Nextivity pursuant to Section 4.1, all shipping costs and risk of loss in the delivery of a repaired or replaced Product to Customer.

4.4 Disclaimer of Warranties. NEXTIVITY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE PRODUCTS, EXCEPT FOR THE LIMITED WARRANTY FROM NEXTIVITY TO CUSTOMER SET FORTH IN SECTION 4.1. EXCEPT AS PROVIDED IN SECTION 4.1, NEXTIVITY SELLS THE PRODUCTS “AS IS” WITHOUT ANY WARRANTY. NEXTIVITY HEREBY DISCLAIMS ALL OTHER WARRANTIES REGARDING THE PRODUCTS, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY SET FORTH IN SECTION 4.1.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER NEXTIVITY NOR ITS SUPPLIERS SHALL BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, GOODWILL OR SAVINGS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS ORDER OR THE USE OR PERFORMANCE OF THE PRODUCTS, EVEN IF NEXTIVITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPECIFICALLY, AND WITHOUT LIMITATION, NEXTIVITY SHALL NOT BE LIABLE IN ANY WAY IN CONNECTION WITH ANY ACTIONS TAKEN BY TELECOMMUNICATIONS SERVICE PROVIDERS, WHETHER INTENTIONAL OR UNINTENTIONAL, THAT MAY IMPACT THE USE OR PERFORMANCE OF THE PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEXTIVITY AND ITS SUPPLIERS’ TOTAL CUMULATIVE LIABILITY UNDER CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THIS ORDER OR THE PRODUCT OR ANY SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE OR OTHERWISE, SHALL NOT EXCEED THE LOWER OF THE ACTUAL AMOUNTS RECEIVED BY NEXTIVITY FROM CUSTOMER WITH RESPECT TO THE PURCHASE OF PRODUCTS. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. THIS SECTION SHALL BE GIVEN FULL EFFECT EVEN IF THE REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. EXPORT

Customer understands that the Products are subject to export control laws and regulations. Customer may not export or re-export the Products or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Products or any underlying information or technology may be exported or re-exported: (i) to any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or table of denial orders. Customer hereby agrees to the foregoing and represents and warrants that Customer is not located in, under control of, or a national or resident of any such country or on any such list.

8. PROHIBITED APPLICATIONS

Products are not designed and not warranted to be suitable for use in military combat systems or similar weapons or defense applications. Products are also not designed and not warranted to be suitable for use in certain medical applications and systems where failure of the product could result in death or personal injury. These military applications and medical applications are collectively referred to herein as “Critical Applications”. Use of Products in such Critical Applications is at the Customer’s own risk.

9. MICELLANEOUS

9.1 Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Customer, by operation of law or otherwise, without the prior written consent of Nextivity. Any attempted assignment and delegation without such consent will be void and without effect. Nextivity may feely assign this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties hereto and their respective representatives, heirs, administrators, successors and permitted assigns.

9.2 No Waiver. Any waiver (express or implied) by either Party of any breach of this Agreement will not constitute a waiver of any other or subsequent breach. No provision of the Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party.

9.3 Compliance with Laws. Customer will indemnify, defend, and hold Nextivity harmless from and against any claims, liabilities, damages, losses, costs or expenses, including attorneys’ fees, incurred by Nextivity as a result of Customer’s failure to comply with all applicable laws.

9.4 Sever-ability. In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

9.5 Governing Law and Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of laws principles that may require the application of the laws of a different state. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Diego, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of California.

9.6 Equitable Relief. Customer agrees that certain breaches of this Agreement by itself may result in irreparable harm to Nextivity, the extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for such breach.

9.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, commitments, writings and all other communications between the parties, both oral and written.

At Nextivity, Inc., we adhere to industry-standard procedures to ensure your privacy. This privacy policy applies to data collection and usage on all Nextivity websites and related services (including, without limitation, any Nextivity mobile application) (collectively, the “Services”). Nextivity’s websites are general audience websites.

Personal information of all users of the Services is collected, used and disclosed by us as described in this policy statement. This policy statement does not cover the treatment, collection, use or disclosure of personal information by companies that we don’t own or control, or people that we don’t manage.

1. Gathering/tracking personal information

We collect personal information about you that you provide us. For example, some of the purposes for which we collect such information are: to register your Nextivity product; create and manage your account on our WavePortal website; provide feedback in our online surveys; request product information; and/or request contact from a Nextivity representative. In addition, whenever you interact with the Services, we automatically receive and record information from your browser or device, which may include your IP address, geolocation data, device identification, “cookies” information, the type of browser you’re using to access our Services, and the page or feature you requested. Nextivity collects and uses your personal information in connection with the Services, to deliver the products and services you have requested, and as explained in more detail below. In certain cases, we may share some of your personal information with third parties, but only as described below.

Please note that Nextivity may contact you about matters pertaining to your ownership of Nextivity products, or your interactive use of the company’s website(s); for example, access to download new product software releases. If you do not want to receive communications from us, please indicate your preference by sending an email to: [email protected]

The personal information that may be gathered includes your name, telephone number(s), street address, mailing address and e-mail address. You may also be asked to furnish other information about yourself such as your job category, industry type, company name and job title, and/or the number of people in your company.

2. Sharing personal information

Telecommunications operators such as AT&T or T-Mobile (an “Operator”) may be required under applicable law (for example, 47 CFR 20.21(h) in the United States) to register users of a Nextivity Product. If, through the Services, you choose to (i) register your Nextivity Product with an Operator or (ii) create an account on Cel-Fi’s WavePortal, then we may disclose information you provide to us in connection with such registration or account creation or your geolocation information based on the use of your Nextivity Product to such Operator or its affiliates or the distributors or resellers through which you purchased a Nextivity Product (collectively, “Distributors”). For example, we may disclose your name, physical address, email address, phone number, fax number, geolocation of your Nextivity Product, and/or Nextivity Product device ID to such Operators. Also, if you purchased your Nextivity Product through an authorized Nextivity distributor (“Distributor”), then we may also share the foregoing information with such Distributor. We have no control over the policies and practices of Operators or Distributors as to privacy, their use or disclosure of your personal information, or anything else. So if you choose to register your Nextivity Product with an Operator or purchase your Nextivity Product through a Distributor, please review all of that Operator’s and/or Distributor’s relevant policies on privacy. For your information, and without limiting what an Operator or Distributor may do with your personal information, please recognize that Operators and Distributors may be required to disclose your personal information in accordance with applicable law. By submitting personal information to us in connection with the registration of a Nextivity Product or by creating an account on WavePortal, to the fullest extent permitted by applicable laws, you agree to hold Nextivity harmless against any disclosure, use, or security of such personal information by an Operator, Distributor or their agents.

We may anonymize your personal information so that you are not individually identified, and provide that information to our partners or other third parties. We may also use your personal information on an aggregated basis to improve our products, services, and offerings thereof. However, we never disclose aggregate information to a partner or third party in a manner that would identify you personally, as an individual.

We are based in the United States, which is where we process and store the information we collect from you. By providing your personal information to us in connection with the Services, you consent to the transfer to and the processing of such information in the United States. We will use the information you provide to monitor the operating conditions of your Nextivity product. If at any time you wish us to stop monitoring your Nextivity product, please contact us at [email protected]

3. Agents

We employ other companies and people, including cloud computing services, to perform tasks on our behalf (such as customer support and maintenance) and need to share your information with them to provide products or services to you. Unless we tell you differently, our agents do not have any right to use the personal information we share with them beyond what is necessary to assist us.

4. Business Transfers

We may choose to buy or sell assets, and may share and/or transfer customer information in connection with the evaluation of and entry into such transactions. Also, if we (or our assets) are acquired, or if we go out of business, enter bankruptcy, or go through some other change of control, personal information could be one of the assets transferred to or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of us or our assets may continue to use your personal information as set forth in this policy.

5. Protection of Nextivity and Others

We reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary to comply with law or court order; enforce our agreements; or protect the rights, property, or safety of Nextivity, our employees, our users, or others.

6. Managing personal information

You may contact Nextivity via e-mail at [email protected] and we will attempt to assist you to remove, review, or revise any or all personal information that you have previously provided to us.

7. Additional information regarding privacy policy

If at any time you believe that Nextivity has not adhered to this privacy policy, or if you have questions regarding the policy or our methods of collecting and/or use of your personal information, please contact us. You may contact Nextivity via e-mail at [email protected], using the word “privacy” in the subject line.

This policy does not apply to Operators or other online or offline partner or affiliated sites, products or services that may be electronically linked to our company website(s). Nextivity is not responsible for enforcing the privacy policies of such websites. Further, Nextivity is not responsible for the content included on such websites, including but not limited to special offers, text, copy, photos, images and advertising claims, or names.

Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of personal information which we share with our affiliates and/or third parties for marketing purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to: [email protected]

Your browser may offer you a “Do Not Track” option, which allows you to signal to operators of websites and web applications and services (including behavioral advertising services) that you do not wish such operators to track certain of your online activities over time and across different websites. Our Services do not support Do Not Track requests at this time, which means that we collect information about your online activity both while you are using the Services and after you leave our Services.

8. European Union residents

If you are a resident of the European Union (“EU”), United Kingdom, Lichtenstein, Norway, or Iceland, you may have additional rights under the EU General Data Protection Regulation (the “GDPR”) with respect to your Personal Data, as outlined below.

For this Section 8, we use the terms “Personal Data” and “processing” as they are defined in the GDPR, but “Personal Data” generally means information that can be used to individually identify a person, and “processing” generally covers actions that can be performed in connection with data such as collection, use, storage and disclosure. Nextivity will be the controller of your Personal Data processed in connection with the Services.

If there are any conflicts between this Section 8 and any other provision of this privacy policy, the policy or portion that is more protective of Personal Data shall control to the extent of such conflict. If you have any questions about this Section 8 or whether any of the following applies to you, please contact us at [email protected] Note that we may also process Personal Data of our customers’ end users or employees in connection with our provision of services to customers, in which case we are the processor of Personal Data. If we are the processor of your Personal Data (i.e., not the controller), please contact the controller party in the first instance to address your rights with respect to such data.

Category of data	Source of data	Purpose of processing	Grounds for processing	Specific legitimate interest	Retention period of such data
Name, address, email, phone number of website user	Data subject	To use for targeted marketing campaigns	Consent		For so long as necessary to conduct targeted marketing campaigns, unless data subject opts out earlier
Name, address, email, phone number of product users	Data subject and third party installers	To create accounts	Contractual		5 years from product purchase date
Name, address, email, phone number of product users	Data subject and third party installers	To reach customers to resolve product issues	Legitimate interest	Provision of support	5 years from product purchase date
Name, address, email, phone number of product installers	Data subject	To create accounts	Contractual		One year after training account termination
Name, address, email, phone number of product installers	Data subject	To reach product installers to provide training and support	Legitimate interest	Provision of support	One year after training account termination

How and with whom do we share your data?
We share Personal Data with vendors, third party service providers and agents who work on our behalf and provide us with services related to the purposes described in this Privacy Policy or our Terms of Service. These parties include:

Staff augmentation and contract personnel
Hosting service providers
Operators

We also share Personal Data when necessary to complete a transaction initiated or authorized by you or provide you with a product or service you have requested. In addition to those set forth above, these parties also include:

Other users (where you post information publicly or as otherwise necessary to effect a transaction initiated or authorized by you through the Services)
Third party business partners who you access through the Services
Other parties authorized by you

We also share Personal Data when we believe it is necessary to:

Comply with applicable law or respond to valid legal process, including from law enforcement or other government agencies
Protect us, our business or our users, for example to enforce our terms of service, prevent spam or other unwanted communications and investigate or protect against fraud
Maintain the security of our products and services

We also share information with third parties when you give us consent to do so.

Last, we share Personal Data with our affiliates or other members of our corporate family.

How long do we retain your Personal Data?
We retain Personal Data about you for five years after the purchase of one of our products. In some cases we retain Personal Data for longer, if doing so is necessary to comply with our legal obligations, resolve disputes or collect fees owed, or is otherwise permitted or required by applicable law, rule or regulation. Afterwards, we retain some information in a depersonalized or aggregated form but not in a way that would identify you personally.

What security measures do we use?
We seek to protect Personal Data using appropriate technical and organizational measures based on the type of Personal Data and applicable processing activity. For example, access to all Personal Data is limited to individuals with a need to know and Personal Data is stored in an encrypted form.

Personal data of children
We do not knowingly collect or solicit Personal Data from anyone under the age of 16. If you are under 16, please do not attempt to register for the Services or send any Personal Data about yourself to us. If we learn that we have collected Personal Data from a child under age 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us Personal Data, please contact us at [email protected]

What rights do you have regarding your Personal Data?
You have certain rights with respect to your Personal Data, including those set forth below. For more information about these rights, or to submit a request, please email [email protected] Please note that in some circumstances, we may not be able to fully comply with your request, such as if it is frivolous or extremely impractical, if it jeopardizes the rights of others, or if it is not required by law, but in those circumstances, we will still respond to notify you of such a decision. In some cases, we may also need to you to provide us with additional information, which may include Personal Data, if necessary to verify your identity and the nature of your request.

Access: You can request more information about the Personal Data we hold about you and request a copy of such Personal Data.
Rectification: If you believe that any Personal Data we are holding about you is incorrect or incomplete, you can request that we correct or supplement such data.
Erasure: You can request that we erase some or all of your Personal Data from our systems.
Withdrawal of Consent: If we are processing your Personal Data based on your consent (as indicated at the time of collection of such data), you have the right to withdraw your consent at any time. Please note, however, that if you exercise this right, you may have to then provide express consent on a case-by-case basis for the use or disclosure of certain of your Personal Data, if such use or disclosure is necessary to enable you to utilize some or all of our Services.
Portability: You can ask for a copy of your Personal Data in a machine-readable format. You can also request that we transmit the data to another controller where technically feasible.
Objection: You can contact us to let us know that you object to the further use or disclosure of your Personal Data for certain purposes, such as for direct marketing purposes.
Restriction of Processing: You can ask us to restrict further processing of your Personal Data.
Right to File Complaint: You have the right to lodge a complaint about Nextivity’s practices with respect to your Personal Data with the supervisory authority of your country or EU Member State.

The Services are hosted and operated in the United States (“U.S.”) through Nextivity and its service providers, and if you do not reside in the U.S., laws in the U.S. may differ from the laws where you reside. By using the Services, you acknowledge that any Personal Data about you, regardless of whether provided by you or obtained from a third party, is being provided to Nextivity in the U.S. and will be hosted on U.S. servers, and you authorize Nextivity to transfer, store and process your information to and in the U.S., and possibly other countries. You hereby consent to the transfer of your data to the U.S. pursuant to the Privacy Shield Principles set forth by the U.S. Department of Commerce regarding the collection and use of Personal Data transferred from the EU and Switzerland to the U.S.. Nextivity will apply the Privacy Shield Principles of (1) notice, (2) choice, (3) accountability for onward transfer, (4) security, (5) data integrity and purpose limitation, (6) access and (7) recourse, enforcement and liability with respect to all Personal Data received from within the EU and Switzerland in reliance on the Privacy Shield. The Privacy Shield Principles require that we remain potentially liable if any third party processing Personal Data on our behalf fails to comply with these Privacy Shield Principles (except to the extent we are not responsible for the event giving rise to any alleged damage). Nextivity’s compliance with the Privacy Shield is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission. For more information about the Privacy Shield Program, and to view the Nextivity’s certification, please visit www.privacyshield.gov.

Nextivity complies with the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and Switzerland to the United States. Nextivity has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit www.privacyshield.gov.

Please contact us at [email protected] with any questions or concerns relating to our Privacy Shield Certification. If you do not receive timely acknowledgment of your Privacy Shield-related complaint from us, or if we have not resolved your complaint, you may also resolve a Privacy Shield-related complaint through JAMS, an alternative dispute resolution provider located in the United States. You can visit www.jamsadr.com/eu-us-privacy-shield for more information or to file a complaint, at no cost to you. Under certain conditions, you may also be entitled to invoke binding arbitration for complaints not resolved by other means.

What if you have questions regarding your Personal Data?
If you have any questions about this Section 8 or our data practices generally, please contact us using the following information:

Name: Chief Privacy Officer
Physical address: 16550 West Bernardo Dr, Ste 550, San Diego CA 92127, USA
Email address for contact: [email protected]

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Nextivity products are protected under the following United States and/or international patents:

PATENT NO. Title

9,397,743 – System for coupling wireless repeater donor and server units over cable

9,264,851 – Determining the location of a mobile terminal in the presence of a repeater

9,237,533 – Detecting uplink repeater capacity

9,210,563 – Context based caching of cloud data

9,130,641 – Short-range cellular booster

9,036,536 – Multi-hop booster

9,014,621 – Short-range cellular booster

8,682,311 – Multi-hop booster

8,649,447 – OFDM modem using pilot sub-carrier structure

8,611,205 – Multi-hop booster

8,570,983 – FDD/TDD wireless link for UNII band

8,478,191 – Short range booster with multiple antennas

8,452,231 – Short range booster

8,447,230 – Variable gain antenna for cellular repeater

8,351,366 – CDMA UNII link

8,086,174 – Short-range cellular booster

8,081,585 – Multi-hop booster

7,519,323 – Short-range cellular booster

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Nextivity Anti-Corruption Policy

The nature of our business often requires that we interact with officials of various governments around the world. Company policy and applicable laws establish certain limits on those interactions.

Nextivity, Inc. and its subsidiaries, (collectively, the “Company”) is committed to doing business with integrity. This means avoiding corruption of all kinds. It is the Policy of the Company to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”), the Singapore Prevention of Corruption Act (“SGPCA”) and the local laws in every country in which we do business. These laws prohibit bribery of foreign government officials (broadly defined later in this Policy), and with regard to the FCPA in particular, mandate that companies establish and maintain accurate books and records and sufficient internal controls. The UKBA also prohibits private sector (commercial) bribery.

A violation of anti-corruption laws can lead to severe civil and criminal penalties and is cause for disciplinary action (up to and including termination of employment); therefore, it is vital that you not only understand and appreciate the importance of these policies and procedures, but comply with them in your daily work.

This Policy applies to all employees of the Company, including officers and directors. In addition, the Company will require third parties who represent the Company (such as agents, consultants, and contractors) to conduct themselves in a manner consistent with this Policy.

All employees and third party contractors should remain vigilant in watching for, avoiding, and reporting to the Finance Department any questionable transactions that may violate this Policy.

Although this Policy focuses primarily on compliance with the FCPA, UKBA, and SGPCA. it is necessary to remain equally attentive to compliance with all applicable corruption laws, including the federal, state and local laws of each country in which the Company operates. The FCPA, UKBA, SGPCA and local corruption laws will be referred to collectively as “Applicable Corruption Laws” in this Policy.

For the purposes of this Policy, the term “government official” is broadly defined to include:

Any officer or employee of any government entity, department or agency
Any employee of a state or government-owned business, school, hospital or other entity
Any political party or official thereof
Any candidate for political office
A public international organization or any department or agency thereof (e.g., the United Nations, Olympic Organizing Committee, FIFA Committee, and World Bank)
Any person acting in an official capacity on behalf of a government entity

Employees of state-owned or state-controlled commercial enterprises (such as an oil company that is majority owned by a government) are considered government officials under Applicable Corruption Laws and this Policy. It is important to keep in mind that even persons who are not deemed to be officials under local laws may still be considered government officials under the FCPA, UKBA, and SGPCA. To be certain, employees should always consult the Finance Department whenever there is a question as to whether an individual is a government official.

Prohibition on Bribery
Applicable Corruption Laws prohibit companies and their employees and representatives from (directly or indirectly) giving, promising, offering or authorizing payment of anything of value to any government official in order to obtain or keep business or to secure some other improper advantage. In essence, these laws prohibit the giving of anything of value to influence a government official’s actions. Prohibited payments include, but are not limited to, those designed to:

Induce the recipient to award a contract to the Company
Obtain advantageous tax, immigration or customs treatment that would not otherwise be available to the Company
Circumvent or cause non-enforcement of laws or regulations applicable to the Company

The prohibition on bribery applies to the giving of anything of value, not only money. This includes but is not limited to providing business opportunities, favorable contracts, stock options, gifts and entertainment. Such payments are barred even if:

The benefit is for someone other than the party making the payment.
The business sought is not with the government.
The payment does not in fact influence the government official’s conduct.
The foreign government official initially suggested the payment.

The UKBA also specifically prohibits the offering or acceptance of corrupt payments and other advantages between private (non-government) persons and entities. Such conduct constitutes commercial bribery and is prohibited.

Facilitating Payments
Facilitating (or expediting) payments also are prohibited under this Policy. Facilitating payments are small payments paid to foreign government officials to expedite or facilitate non-discretionary actions or services, such as obtaining an ordinary license or business permit, processing government papers such as visas, providing police protection, providing telephone, power or water service or loading or unloading of cargo.

Although there is a narrow exception for facilitating payments under the FCPA, such payments are prohibited under the UKBA and the laws of many other countries. Therefore, in order to ensure compliance with all Applicable Corruption Laws, Nextivity prohibits facilitating payments altogether, except for personal safety payments described below.

Except as provided herein, employees are prohibited from providing anything of value to any foreign official, regardless of rank; or to any person while knowing or being aware that all or a portion of it will be offered, given or promised (directly or indirectly) to a foreign government official.

Permitted Payments
Although this Policy is intended to provide guidance, anti-corruption matters are not always clear and must often be addressed on a case-by-case basis. In all situations where there is a question, employees should consult the Finance Department prior to taking action.

Services
Nextivity may pay for legitimate services provided to the Company by a foreign government entity or government official, such as paying a government-owned utility company for electricity. Payments for any services rendered to the Company by a foreign official (including an officer of a foreign government-owned or controlled commercial enterprise), including honorarium payments and reimbursement of expenses, must be made in accordance with the financial and accounting directives set forth in this Policy.

Gifts, Meals, and Entertainment
Under certain circumstances, it may be permissible to provide modest gifts or a meal or other entertainment to a government official as a social amenity. When deciding whether a gift is appropriate, employees also must take into account any past, pending or future business or administrative matters that are within the recipient’s realm of influence. The timing and context surrounding such gift or entertainment must be weighed in order to assess whether any particular gift or entertainment could be perceived to be a bribe.

Generally, gifts, meals and entertainment are permissible, provided that:

Hospitality offered on behalf of the Company must be directly related to Nextivity business, i.e., the marketing or sale of our products.
Hospitality in all cases must be reasonable in amount, must be offered in good faith only in connection with the promotion, demonstration or explanation of Nextivity products and must be lawful under applicable local law.
There is no expectation that the gift, meal or entertainment is given in exchange for any return favor or business advantage from the government official (quid pro quo);
The gift, meal or entertainment is infrequent, reasonable, and proportionate in amount under the circumstances; and
The gift, meal or entertainment is lawful under Applicable Corruption Laws.
Unless otherwise approved by the Chief Executive Officer or Vice President of Finance in writing, expenses for hospitality meals should not exceed the following U.S. dollar amount per person:
Breakfast: $50.00 Lunch: $200.00
Dinner: $200.00
Refreshments unaccompanied by a meal should not exceed $25.00 per person.
Frequency of hospitality must be carefully monitored, as the cumulative effect of frequent hospitality may give rise to the appearance of impropriety. Hospitality for any government official should not exceed twelve events in any calendar year. If additional hospitality is anticipated, prior written approval must be obtained from the Chief Executive Officer or Vice President of Finance.
Cash gifts to government officials are not permitted under any circumstances. Per diem payments to government officials are also prohibited.
Promotional items of nominal value such as coffee mugs, calendars, or similar items, or items displaying the Nextivity logo that are distributed for advertising or commemorative purposes, or gifts of nominal value on customary holidays are permitted. “Nominal value” is $100.00 or less.
In the event the Company is responsible for the airfare or lodging expenses of a government official, itineraries and any other supporting documentation shall be maintained. In no case will payment or reimbursement be made directly to the government official incurring the expense; such payment or reimbursement shall only be made directly to the service provider (e.g. the airline) or the foreign government or agency involved. Expenses beyond what is reasonably necessary for the business purpose, including lavish accommodations or expenses for spouses and children, will not be approved. The Vice President of Finance must approve all travel for government officials in advance of the trip.
In all cases that entertainment, gifts or travel expenses are approved, the expenses must be supported by receipts and accurately recorded in the Company’s books.

Personal Safety Payments
Personal safety payments are permissible under this Policy. A personal safety payment is a payment to avoid imminent physical harm. Personal safety payments do not include payments made in response to commercial duress, or in response to threats to commercial, financial or other interests. If confronted with a situation in which you believe that there is an imminent threat to your health or safety, you must use your best judgment in determining whether to make a personal safety payment. If you reasonably elect to make a personal safety payment, you will not be subject to discipline under this Policy, but those payments must be immediately reported to the Finance Department. The Company will not reimburse you for such payments.

Donations
Donations made to foreign-based charities are permissible, but are required to be pre-approved by the Chief Executive Officer, and properly documented and transparent.

Political Contributions
Contributions to international political parties or committees or to individual politicians may only be made with the prior written consent of the Chief Executive Officer. Approved contributions must be made in accordance with the applicable law, and all requirements for public disclosure of such contributions shall be fully complied with.

Third Parties
Applicable Corruption Laws prohibit corrupt payments made directly by Company employees or indirectly through a third party such as a consultant acting for or on behalf of the Company.

Under the FCPA, it is unlawful to make a payment of anything of value to any person, knowing that all or any portion of the payment will be offered, given or promised to a government official or any other person for a corrupt purpose. The term “knowing” includes conscious disregard, deliberate ignorance, and willful blindness. In other words, the Company and individual employees may violate the FCPA if we have “reason to know” or “should have known” that a third party will bribe a government official.

Under the UKBA, a company can be held criminally liable for bribes paid on its behalf by a third party anywhere in the world – even if the company had no knowledge of the bribe.

Accordingly, the most important step the Company can take to protect itself from liability for improper payments made by third parties is to choose its business partners carefully.

The Company will conduct appropriate due diligence and will exercise care in selecting such third parties by employing only reputable entities and will pay only reasonable compensation for the services provided.

The Company will require third parties who represent the Company to conduct themselves in a manner consistent with this Policy. Such third parties will periodically be required to provide the Company with a certification of compliance with all applicable laws, including any Applicable Corruption Laws.

In addition, agreements with certain third parties must contain representations and warranties regarding the third party’s agreement to comply with Applicable Corruption Laws.

Due Diligence; Mergers or Acquisitions
The Company will not enter into any relationship with a third party who will have substantive interaction with government officials on behalf of the Company without an inquiry into the third party’s background, qualifications and reputation. Any issues raised during this due diligence review must be addressed to the satisfaction of the Company prior to entering the relationship. The amount of time and effort required for due diligence will depend on the number and complexity of issues raised during the review process.

Employees will inform the Finance Department once they have identified a third party that is subject to due diligence review.

In the event of a merger or acquisition, sufficient due diligence must be performed to assure the Company of the acquisition target’s compliance with applicable anti-corruption laws, including the FCPA and UKBA.

Red Flags
In evaluating potential third parties and during any relationship with them, Company employees must be conscious of any “red flags” that may be present or arise. A “red flag” is a fact or circumstance that serves as a warning signal that a third party may act corruptly. It is the responsibility of the employee that observes a red flag to refer the matter to the Finance Department. A non-exclusive list of examples of red flags is below:

Rumors regarding unethical or suspicious conduct by an employee, marketing representative, consultant, agent, or other business partner, or by a government official
Unnecessary third parties, multiple intermediaries or suggestions to use a particular intermediary
Requests for payments to a second third party rather than the consultant or agent
Requests for payments in a country other than where the third party resides or performed the services
Requests for payments in cash
Requests for unusually large commissions or other payments, or payments that appear excessive for the service rendered
Requests for reimbursement of expenses that are poorly documented
Incomplete or inaccurate information in required disclosures
Refusal to certify compliance

Recordkeeping and Reporting Requirements
The FCPA imposes strict accounting requirements on the Company. In particular, the FCPA requires the keeping of accurate books and records that, in reasonable detail, reflect the transactions and asset dispositions of the Company, and the development and maintenance of a system of internal accounting controls including periodic audits. These requirements apply to all payments, not just sums that would be “material” in the traditional financial sense.

The following financial and accounting directives have been implemented to help ensure the Company’s compliance with the FCPA:

All cash, bank accounts, investments and other assets of the Company must always be recorded accurately on the official books of the Company.
No employee shall falsify any accounting or other business record, and all employees shall respond truthfully and fully to any questions from the Company’s internal or independent auditors.
Bank accounts should be opened or closed only upon the prior written approval of the Chief Executive Officer and in the absence of the Chief Executive Officer, the Chairman of the Board would approve.
Anonymous (“numbered”) accounts will not be maintained.
Payments will not be made into anonymous bank accounts or other accounts not in the name of the payee or of any entity known to be controlled by the payee.
No cash payments shall be made, except for normal disbursements from petty cash supported by signed receipts or other appropriate documentation.
Checks will not be drawn to the order of “cash,” “bearer” or similar designations.
Fictitious invoices, over-invoices or other misleading documentation will not be used.
Fictitious entities, sales, purchases, services, loans or financial arrangements will not be used. Exception is the preparation of Pro Forma invoices for collection of prepayments from customers.
Check requests will be in writing and contain a complete explanation of the purpose and authority for the payment. The explanation will accompany all documents submitted in the course of the issuing process and will be kept on file.
All expenses relating to foreign business must be supported by reasonable written documentation.
Payments to third parties will only be made in the country where a substantial portion of the related services are performed or the country from which the third party performing such services normally conducts business.
Payments for any services rendered to the Company by a government official (including an officer of a foreign government-owned or controlled commercial enterprise), including honorarium payments and reimbursement of expenses, will be made solely to the foreign government agency or instrumentality employing the individual. Such payments will be made by check directly to the foreign government agency or instrumentality, or by wire to its named bank account within the foreign government agency’s or instrumentality’s country, or by wire through its duly authorized correspondent bank within the U.S.
Receipts, whether in cash or checks, will be deposited promptly in a bank account of the Company. Any employee who suspects the possibility that a bribe, kickback or over-invoice is associated with a particular receipt or that an understanding exists that all or a portion of a receipt will be rebated, refunded or otherwise paid in contravention of the laws of any jurisdiction, will immediately report that suspicion in accordance with the reporting procedures addressed below under “Reporting Violations and Investigations.”
Personal funds must not be used to accomplish what is otherwise prohibited by this Policy.

Accountability: Roles and Responsibilities
The roles and responsibilities with regard to the Company’s anti-corruption compliance are as follows:

The Board of Directors has ultimate responsibility for ensuring that the Company meets its obligations under Applicable Corruption Laws.
The Company’s Vice President of Finance is responsible for administering the Company’s compliance program, including:
- Identifying and interpreting this Policy, the FCPA and other anti-corruption laws, rules and standards
- Drafting related policies and procedures
- Advising Company personnel on any legal issues related to adherence to the Company’s compliance program
- Coordinating anti-corruption education and training
- Investigating possible violations of the Company’s compliance program
- Reporting to the Board of Directors any material violations of the Company’s compliance program
The Corporate Controller is responsible for implementing and monitoring systems of internal controls and record keeping procedures that comply with the FCPA.
Each officer, director, manager, employee and agent is responsible for:
- Complying with Company Policy and Applicable Corruption Laws
- Participating in training as required by the Company
- Reporting any red flags to the Finance Department

Reporting Violations
Any partner, customer, officer, director, manager or employee who suspects a violation of this Policy must immediately report such suspected violation to the Company using the email address [email protected] Any such report shall be handled in a confidential manner by the senior management of Nextivity.

February 4, 2019

Nextivity Support Terms

These Nextivity Support Terms (the “Terms”) apply to you if (and only if) you purchase Support Services (defined below) from Nextivity, Inc. (“Nextivity”) for Nextivity’s QUATRA 4000 and QUATRA 4000i (the “Products”). You are entitled to receive Support Services that you have ordered and actually paid for as set forth in the table below.

Annual Fee

Support Services
Nextivity’s annual standard rate for Support Services is shown in your checkout cart when the Support Services is renewed. Support Services for the first year is included in the cost of a QUATRA 4000 and QUATRA 4000i.

Support Services. Nextivity’s product support services consist of using commercially reasonable efforts to provide: (a) an active LTE SIM card for use in the Products only to connect to the WAVE Portal, no other uses of the SIM card is allowed (adequate LTE coverage to be ensured by you), (b) a Site Review by Nextivity via the WAVE portal to identify potential issues with the Product installation (c) Alarm Monitoring and Web Based troubleshooting of alarms, (d) notification to you of any active alarms by e-mail using Nextivity’s ticketing system (follow on support for the issue to be provided by your Point of Sale Support contact and not by Nextivity) and (e) product updates that Nextivity at its own discretion makes generally available to its customers without additional charge (the “Support Services”).
Exclusions. Nextivity’s Support Services do not include the following: (i) any on-site support work by Nextivity personnel. Should on-site support be required, the cost of such support must be agreed in writing with Nextivity; (ii) any direct support of end-users of the Product. Support is limited to Cel-Fi Certified Installers; (iii) design support, as this is your responsibility; (iv) installation support prior to Site Acceptance being achieved. Issues during this time shall be handled through your Point Of Sale support contacts; (v) post Site Acceptance support that is not explicitly enumerated as part of “Support Services” (vi) product problems caused by your negligence, abuse or misapplication, use of the Product other than as specified in Nextivity’s user manual or other causes beyond the control of Nextivity; or (vi) third party products not provided by Nextivity.
Support Term. In year 1, the support term will be 14 months from the date a site is created for the Product within the WAVE Portal. Support can only be provided once you submit Site Acceptance Documentation to Nextivity showing a completed installation and that the system is connected, commissioned and on-line. It is your responsibility to ensure that documentation is submitted, and that the system is on-line. In subsequent years, the support term is 12 months from the day the Support Services are renewed, or 12 months from the expiration of a current Product Support Services agreement, whichever is later.
Definitions.
- “E-mail support” means support assistance by e-mail, including automated reply and/or ticketing generation, at any time (with best efforts by Nextivity to respond within [one (1)] business day).
- “Error” means an error in the Product which significantly degrades such Product as compared to Nextivity’s published performance specifications.
- “Site Review” means a review of the following parameters on the WAVE Portal of a Product after installation, specifically:
  - Donor signal strength
  - Donor signal quality
  - System gain
  - Category cable link stability
- “Site Acceptance” means an installation has been completed and your customer has accepted the installation and the system has gone live.
- “Point of Sale” is the distributor through which you bought the Product
- “Site Acceptance Documentation” means any documentation to show that a site has been accepted by your customer. We suggest you use the Nextivity Site Acceptance Recommendations Checklist, but you may use any suitable documentation to indicate your installation is complete.
- “Alarm Monitoring” means the checking of a Product via the WAVE Portal for the presence of any standard product alarm.
- “Web Troubleshooting” means troubleshooting of alarms using information available on the WAVE portal. It specifically excludes on-site troubleshooting, troubleshooting over the phone or troubleshooting engineering level logs.
- “Cel-Fi Certified Installers” means installers that have successfully completed the Cel-Fi Quatra 4000 training course.
Limitation of Liability. IN NO EVENT SHALL NEXTIVITY, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUPPORT SERVICES OR ANY OTHER SUBJECT MATTER OF THESE TERMS (I) FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID TO NEXTIVITY HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE; OR (II) FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS SECTION DOES NOT LIMIT LIABILITY FOR DEATH OR BODILY INJURY OF A PERSON.
Warranty Disclaimer. THE SUPPORT SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EACH OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. NEXTIVITY AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT: (I) THE SUPPORT SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (III) THE RESULTS OF USING THE SUPPORT SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SUPPORT SERVICES IS SOLELY AT YOUR OWN RISK.

Download this Service Agreement

Cel-Fi QUATRA RED

QUATRA RED UL2524 Certificate

Cel-Fi SOLO RED

SOLO RED UL2524 Certificate