ATTACHMENT A KLAS TELECOM - immixGroup · 1.2.2 Singular includes Plural Unless the context requires otherwise, the singular includes the plural and vice versa. 1.2.3 Recitals and

ATTACHMENT A - KLAS TELECOM

END USER SOFTWARE LICENSE AGREEMENT

GRANT. Subject to the terms of this Agreement, Klas Ltd trading as Klas Telecom or its subsidiary licensing the Software (“Klas”) hereby grants to you (“Ordering Activity”) a limited, personal, nontransferable, nonsublicensable, nonexclusive license to use Klas’ software (“Software”), in object code form solely as such Software is embedded in equipment provided herewith. LICENSE RESTRICTIONS. Ordering Activity may not, directly or indirectly: (a) modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or the underlying ideas or algorithms of the Software, except to the extent applicable statutory law expressly prohibits such restrictions; (b) create derivative works based on the Software; (c) use the Software for performing comparisons or other "benchmarking" activities; (d) copy, rent, lease, distribute, or otherwise transfer rights to the Software; or (e) remove any proprietary notices or labels on the Software. SUPPORT. Ordering Activity may purchase support services for the software from Klas or authorized resellers. TITLE. As between the parties, Klas and its licensors retain all right, title, and interest, including, without limitation, all intellectual property rights to the Software. Ordering Activity understands that Klas may modify or discontinue offering the Software at any time. The Software is protected by the copyright laws of Ireland and international copyright treaties. This Agreement does not give Ordering Activity any rights not expressly granted herein. This Agreement does not constitute a sale of the Software or any portion or copy of it. WARRANTY DISCLAIMER. KLAS warrants that the SOFTWARE will, for a period of sixty (60) days from the date

of your receipt, perform substantially in accordance with SOFTWARE written materials accompanying it. EXCEPT

AS EXPRESSLY SET FORTH IN THE FOREGOING, KLAS PROVIDES THE SOFTWARE "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, QUIET ENJOYMENT, INTEGRATION, TITLE, NON-INTERFERANCE AND NON- INFRINGEMENT. FURTHER, KLAS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE SOFTWARE WILL BE FREE FROM BUGS OR THAT IT’S USE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE OR WRITTEN MATERIALS WILL BE CORRECT, ACCURATE, OR RELIABLE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SHOULD THE SOFTWARE PROVE DEFECTIVE FOLLOWING LICENSE, ORDERING ACTIVITY (AND NOT KLAS) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR, EXCEPT AS MAY OTHERWISE BE PROVIDED BY A KLAS RESELLER OR SUPPORT PROVIDER. GOVERNMENT USE. If Licensee is part of an agency, department, or other entity of the United States of America Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software or any related Documentation is restricted in accordance with the Federal Acquisition Regulation 12.212 for civilian agencies and the Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. The Software and Documentation is a "commercial item", "commercial computer software" and "commercial computer software Documentation." The use of the Software and Documentation is further restricted in accordance with the terms of this Agreement, or any modifications thereto. EXPORT CONTROLS. Licensee shall comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of the United States of America or foreign agency or authority. Licensee will not export, or allow the export or re-export of the Software in violation of any such laws, restrictions or regulations.

Exhibit A

Voyager Series Chassis Limited Product Warranty

Klas Telecom has agreed to provide a limited Product Warranty to the Ordering Activity in respect of the Product, which is limited to the

terms set forth below:

1. Definitions and Interpretation

1.1 Unless stated otherwise in these terms:

1.1.1 “Agreement”, means the terms and conditions of this Limited Product Warranty Agreement.

1.1.2 “Ordering Activity”, means the entity which purchases the Product.

1.1.3 “Klas Telecom”, means Klas Limited, a limited liability company registered in Ireland, and having its registered offices at One

Kilmainham Square, Inchicore Road, Kilmainham, Dublin 8 , Ireland, and its wholly owned subsidiaries Klas Telecom Inc., a Commonwealth of Virginia corporation having its principal office at 1101 30th Street NW, Suite 500, Washington, DC 20007

and Klas Telecom Services Inc having its principal office at 12100 Sunset Hills Road, Suite LL-1, Reston VA 20190.

1.1.4 “Klas Telecom Support Centre”, means the Klas Telecom staff, technicians or authorised representatives contactable by telephone at +1 (703) 881 3156, by e-mail at [email protected] or through www.klastelecom.com/support.

1.1.5 “Product”, means the Klas TelecomVoyager series chassis, backplanes and transit cases with which this warranty was provided

at the time of purchase. Product does not include, and this Warranty shall not apply to: the Voyager series network modules which are covered under separate warranty; or, any third party manufacturer items supplied with the Product including personal

computers, tablet computers, laptops, BGAN or VSAT terminals, cellular handsets or satellite telephones which are covered by

their respective manufacturers' warranties to which Ordering Activity and/or Product user should refer.

1.1.6 “Product Materials”, includes information relating to Product specification and any information and advice relating to

installation and use of the Product, provided by Klas Telecom to the Ordering Activity or Product users either orally or in

writing, during Product training sessions, at time of sale, or subsequently, or which is included in any Klas Telecom sales and advertising materials, support materials or advices, or published on a Klas Telecom website.

1.1.7 “Product Warranty”, means the product warranty in accordance with Clause 2.

1.1.8 “RMA”, means Return Material Authorisation in accordance with the RMA Procedures.

1.1.9 “RMA Procedures”, means the Klas Telecom Return Material Authorisation procedures described on

www.klastelecom.com/support, which may from time to time be altered by Klas Telecom.

1.1.10 “Software”, means the machine readable (object code) version of the computer programs authored by Klas Telecom and provided as part of the Product and made available by Klas Telecom for licence to the Ordering Activity including firmware,

and any copies made, bug fixes for, updates to or upgrades thereof. Software does not include any computer programs provided

as part of the Product which are in the name of third party.

1.1.11“User Maintenance”, means any maintenance specified in the Product Materials as being the responsibility of the Ordering

Activity or product users.

1.1.12 “Warranty Claim”, means a claim by a Ordering Activity in accordance with Clause 3.6 of this Agreement.

1.1.13 “Warranty Period”, means 90 days from the earlier of:

(a) the date of delivery of the Product to the Ordering Activity; or

(b) the date two weeks after shipment from Klas Telecom.

1.1.14 “Warranty Service”, means the repair, replacement or refund of a defective Product in accordance with Clause 3.1 of this

Warranty Agreement.

1.2 Interpretation

1.2.1 Reference to Clauses or Schedules

Unless stated otherwise, references to a clause or schedule are to a clause of, or schedule to, this Agreement.

1.2.2 Singular includes Plural

Unless the context requires otherwise, the singular includes the plural and vice versa.

1.2.3 Recitals and clause headings

Recitals and clause headings are inserted for convenience and are to be ignored for the purposes of construction.

2. Limited Product Warranty

2.1 Subject to the limitations and conditions set forth herein, Klas Telecom warrants that during the Warranty Period the Product will be

free from defects in materials and workmanship; and that, in respect of Software, (a) the media on which the Software is furnished will be free of defects in materials and workmanship, and (b) the Software substantially conforms to the written information (whether

contained in user manuals, training materials, specifications or otherwise) pertaining to the Software and supplied with the Product.

2.2 Klas Telecom does not warrant that the operation of the Product will be uninterrupted or error free. Klas Telecom is not liable, under any circumstances, for Product downtime, loss of data or loss of information caused by the malfunctioning of the Product.

2.3 If, during the Warranty Period, the Product proves defective Klas Telecom shall, at its option, provide Warranty Service in accordance

with Clause 3.

3. Warranty Service, Claims, Procedures and Conditions.

3.1 Warranty Service (“Warranty Service”)

If the Product proves defective during the Warranty Period, Klas Telecom may at its option, following a Warranty Claim in accordance with Clause 3.6, provide the following Warranty Service:

3.1.1 Repair the Product by means of telephone support or at a Klas Telecom designated repair facility at no charge for parts or

labour; or,

3.1.2 Replace the Product with functionally equivalent or new products; or,

3.1.3 Refund the amount paid for the Product less a reasonable allowance for usage, upon its return.

3.2 The decision of Klas Telecom is final regarding applicability of Warranty Service in accordance with this Agreement.

3.3 All claims in respect of a defective Product under this Agreement must be made, in accordance with clause 3.6, as soon as practicable

after the problem is discovered.

3.4 Any Product repaired or replaced under this Agreement shall be warranted in accordance with Clause 2 for 90 days from the earlier of:

(a) the date of delivery to the Ordering Activity of the repaired or replaced Product, or

(b) the date two weeks after the shipment of the repaired or replaced Product from Klas Telecom.

The repair or replacement of a warranted Product shall not otherwise extend the Warranty Period.

3.5 Klas Telecom authorised Warranty Service

All warranty repair work must be performed by Klas Telecom or by a Klas Telecom authorised repair facility or personnel. Repairs

undertaken by the Ordering Activity or Product users, without prior written express permission or direction from an authorised Klas Telecom technician, will void this Agreement.

3.6 Warranty Claims (“Warranty Claims”)

In order to receive Warranty Service, the following shall apply if the Ordering Activity or Product user experiences difficulty with the Product during the Warranty Period:

3.6.1 Klas Telecom recommends that the Ordering Activity or Product users first utilise materials shipped with the product, product

diagnostics and information published on the internet by Klas Telecom .

3.6.2 If the steps at 3.6.1 are not successful, to obtain Warranty Service under this Agreement the Ordering Activity or Product users

must notify Klas Telecom of the defect, through Klas Telecom Support Centre, before the expiration of the Warranty Period,

whereupon Klas Telecom may at its sole discretion provide Warranty Service in accordance with Clause 3.1.

3.6.3 The Ordering Activity or Product users shall provide appropriate assistance to Klas Telecom Support Centre in diagnosing

issues with the Product and with resolving those issues.

3.6.4 Return of Product/parts

(a) In the event that Klas Telecom determine that the return of the Product or part of the Product is necessary, the Klas

Telecom RMA Procedures apply.

(b) In accordance with the Klas Telecom RMA Procedures, Klas Telecom Support Centre will provide RMA numbers to the Ordering Activity or Product user only upon the decision of Klas Telecom to have the Ordering Activity or Product user

return the Product for Warranty Service.

(c) The Product serial number, together with any other information from time to time required by Klas Telecom Support Centre, is required to obtain an RMA number.

(d) All Products returned to Klas Telecom for Warranty Service must possess a unique RMA number assigned by Klas

Telecom. A Product returned to Klas Telecom without an RMA number may, at Klas Telecom’s sole discretion, be returned to the Ordering Activity or Product user without provision of Warranty Service, and the cost of such transport

and/or postage and/or freight charges shall be the responsibility of the Ordering Activity or Product user.

(e) The cost of transport and/or postage and/or freight charges from the Ordering Activity or Product user to Klas Telecom for

return of a Product or parts, or replaced Products or parts, from or to any location outside of the United States of America is not assumed by Klas Telecom and shall be the responsibility of the Ordering Activity or Product user.

3.7 Replacement Product/parts

3.7.1 In the repair of the Product Klas Telecom may use new or equivalent to new parts for equal or improved quality.

3.7.2 A replacement Product or part provided by Klas Telecom becomes the property of the Ordering Activity and the replaced item

becomes the property of Klas Telecom, and shall, upon request by Klas Telecom, be returned to Klas Telecom by the Ordering

Activity or Product user.

3.8 User Data

3.8.1 Ordering Activity or Product user should make periodic backup copies of any software programs, data and other information

stored on the Product (“User Data”), to protect User Data and as a precaution against possible operational failures.

3.8.2 Before Ordering Activity or Product user delivers the Product for repair it is the responsibility of either the Ordering Activity or

the Product user, as appropriate, to keep a separate backup copy of the User Data, and disable any security passwords.

3.8.3 Klas Telecom or its authorised representatives are not responsible for any damage to, or loss of, User Data during the course of repair under this Agreement.

3.8.4 Any Product repaired or replaced under this Agreement will be returned to Ordering Activity or Product user configured in the

same manner as when the Product was originally purchased. At Klas Telecom’s discretion, Klas Telecom may make technical changes to the Product during provision of Warranty Service, such as configuration changes in the firmware, in order to upgrade

the Product to the latest configuration status applicable to the Product.

4. Exclusions

4.1 These warranties shall not apply to any defect, failure or damage caused by improper use or improper or inadequate maintenance and

care. Without prejudice to the generality of the foregoing, Klas Telecom shall not be obliged under these warranties:

4.1.1 To repair any defect arising from reasonable wear and tear, accident, abuse, misuse, wilful damage, negligence, abnormal working conditions, or failure to follow Klas Telecom’s instructions relating to the use of the Product (whether oral or in

writing); or,

4.1.2 To repair damage, malfunction or degradation in performance resulting from attempts by personnel other than Klas Telecom authorised representatives to repair, service, modify or alter the Product in any way other than in the performance of User

Maintenance, or unless directed by a Klas Telecom authorised representative; or,

4.1.3 To repair damage, malfunction, or degradation of performance resulting from improper use or connection to incompatible devices, equipment or memory, or installation of software that causes problems with the Product; or,

4.1.4 To repair damage, malfunction or degradation of performance caused by the use of Non-Klas Telecom supplies or consumables

or the use of Klas Telecom products not specified for use with this Product; or,

4.1.5 To perform User Maintenance or cleaning or to repair damage, malfunction or degradation of performance resulting from

failure to perform User Maintenance and cleaning as prescribed in Product Materials; or,

4.1.6 To repair a Product which has been modified or integrated with other products when the effect of such modification or integration increases the time or difficulty of servicing the Product or degrades performance or reliability; or,

4.1.7 To repair damage, malfunction or degradation of performance resulting from any use of the Product in any manner, or in any

environment, not meeting with operating specification set forth in the Product Materials; or,

4.1.8 To repair damage, malfunction or degradation of performance resulting from failure to properly prepare and transport the

product as prescribed in Product Materials; or,

4.1.9 To install replacement items that are considered customer replaceable; or,

4.1.10 To repair or replace consumable parts, or damaged or lost ancillary/ accessory items, including batteries, hard drives, removable

storage devices, USB storage, removable data key storage, USB serial adapters, webcams or cables unless damage occurred due

to default in workmanship; or,

4.1.11 To repair cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; or,

4.1.12 To repair Products with:

(a) serial numbers or date tags that have been removed altered or obliterated; or,

(b) broken seals or seals that show evidence of tampering; or,

(c) non-conforming or non-Klas Telecom, or Klas Telecom supplied, housings, antennas or parts;

or,

4.1.13 To repair or replace any Product for which the total price for the Product has not been paid by the due date for payment; or,

4.1.14 To repair damage, malfunction or degradation in performance resulting from the failure by the Ordering Activity or Product

users to implement recommendations in respect of, or solutions to, defects previously advised by Klas Telecom.

5. Extended Hardware Warranty, Out of Warranty Repairs, Software/Technical Support

5.1 Extended Hardware Warranty

If, upon the date of purchasing the Product, Ordering Activity purchased extended warranty for the Product (which must include

purchase of Klas Telecom Technical Assistance Centre (“KTAC”)), such extended warranty is provided in respect of the Product, subject to the terms and conditions of this Limited Product Warranty Agreement for the warranty period specified in the purchase order

for the product and Warranty Term is amended accordingly. Ordering Activity or End User may contact Klas Telecom Support Centre

to verify the warranty status of the Product.

5.2 Out of Warranty Repairs

5.2.1. If during the Warranty Term Klas Telecom finds the Product to require repair due to damage not covered by this Agreement

Klas Telecom shall provide a quote at its then current GSA rates for repair of the Product which shall include all associated shipping costs. Klas Telecom shall not be obliged to carry out any such repairs without first having accepted an order for same

on the basis of the quote provided.

5.2.2. If following expiration of the Warranty Term Ordering Activity or Product user requires repairs to be carried out to the Product,

Ordering Activity or Product user shall contact Klas Telecom to arrange shipping of the Product to Klas Telecom, at no expense

to Klas Telecom, for inspection in order to determine the repairs necessary.

5.2.3. Reserved.

5.2.4. Klas Telecom shall, following its inspection of the Product, provide the requesting party with a quote for repair or

refurbishment at its then current GSA rates. Klas Telecom shall not be obliged to carry out any such repairs or refurbishment

without first having accepted an order for same on the basis of the quote provided.

5.3 Technical Support

This Agreement entitles the Ordering Activity or Product users to KTAC technical support in respect of the Product and the Software

in order to troubleshoot and/or diagnose any Warranty Claims during the Warranty Term (Note that Ordering Activity must purchase KTAC support when purchasing extended warranty for the Product). This Agreement does not entitle the Ordering Activity or Product

user to technical support in respect of any third party software which is part of the Product. If, upon the date of purchasing the

Product, Ordering Activity also purchased KTAC support in respect of the Product and Software and/or Cisco SMARTnet in respect of Cisco software, Ordering Activity or Product user may be entitled to software and/or technical support in accordance with any such

support agreements. In order to determine technical and/or software support status of the Product, Ordering Activity or Product users

should contact Klas Telecom Support Centre.

6. Reserved.

7. No Further Warranties

7.1 To the extent permitted by law, this Agreement and the remedies set forth above are exclusive and in lieu of all other warranties, remedies and conditions, whether oral or written, statutory, express or implied. As permitted by applicable law, Klas Telecom

specifically disclaims any and all statutory or implied warranties, including, without limitation, warranties of merchantability, fitness

for a particular purpose and warranties against hidden or latent defects. If Klas Telecom cannot lawfully disclaim statutory or implied warranties then to the extent permitted by law, all such warranties shall be limited in duration to the duration of this Agreement and to

repair or replacement service, or refund, as determined by Klas Telecom in its sole discretion.

8. Reserved.

9. Reserved.

10. Reserved.

11. Reserved.

Exhibit B

Network Modules Limited Product Warranty

Klas Telecom has agreed to provide a limited Product Warranty to the Ordering Activity in respect of the Product, which is limited to the terms set forth below:



1.1.1 “Agreement”, means the terms and conditions of this Limited Product Warranty Agreement.


1.1.3 “Klas Telecom”, means Klas Limited, a limited liability company registered in Ireland, and having its registered offices at One

Kilmainham Square, Inchicore Road, Kilmainham, Dublin 8, Ireland, and its wholly owned subsidiaries Klas Telecom Inc., a

Commonwealth of Virginia corporation having its principal office at 1101 30th Street NW, Suite 500, Washington, DC 20007 and Klas Telecom Services Inc having its principal office at 12100 Sunset Hills Road, Suite LL-1, Reston VA 20190.

1.1.4 “Klas Telecom Support Centre”, means the Klas Telecom staff, technicians or authorised representatives contactable by

telephone at +1 (703) 881 3156, by e-mail at [email protected] or through www.klasonline.com/support.

1.1.5 “Product”, means the Klas Telecom Voyager network module product which shall include the VoyagerESR, VoyagerSW8,

Voyager819, VoyagerVM and Voyager LMR, with which this warranty was provided at the time of purchase. Product does not

include, and this Warranty shall not apply to, the Voyager series chassis, backplanes or transit cases which are covered under separate warranty.

1.1.6 “Product Materials”, includes information relating to Product specification and any information and advice relating to

installation and use of the Product, provided by Klas Telecom to the Ordering Activity or Product users either orally or in

writing, during Product training sessions, at time of sale, or subsequently, or which is included in any Klas Telecom sales and

advertising materials, support materials or advices, or published on a Klas Telecom website.



1.1.9 “RMA Procedures”, means the Klas Telecom Return Material Authorisation procedures described on

www.klastelecom.com/support, which may from time to time be altered by Klas Telecom.

1.1.10 “Software”, means the machine readable (object code) version of the computer programs authored by Klas Telecom and

provided as part of the Product and made available by Klas Telecom for licence to the Ordering Activity including firmware,

and any copies made, bug fixes for, updates to or upgrades thereof. Software does not include any computer programs provided as part of the Product which are in the name of third party.

1.1.11“User Maintenance”, means any maintenance specified in the Product Materials as being the responsibility of the Ordering

Activity or product users.





1.1.14 “Warranty Service”, means the repair, replacement or refund of a defective Product in accordance with Clause 3.1 of this Warranty Agreement.

1.2 Interpretation







2. Limited Product Warranty

2.1 Subject to the limitations and conditions set forth herein, Klas Telecom warrants that during the Warranty Period the Product will be

free from defects in materials and workmanship; and that, in respect of Software, (a) the media on which the Software is furnished will

be free of defects in materials and workmanship, and (b) the Software substantially conforms to the written information (whether contained in user manuals, training materials, specifications or otherwise) pertaining to the Software and supplied with the Product.

2.2 Klas Telecom does not warrant that the operation of the Product will be uninterrupted or error free. Klas Telecom is not liable, under

any circumstances, for Product downtime, loss of data or loss of information caused by the malfunctioning of the Product.

2.3 If, during the Warranty Period, the Product proves defective Klas Telecom shall, at its option, provide Warranty Service in accordance

with Clause 3.



If the Product proves defective during the Warranty Period, Klas Telecom may at its option, following a Warranty Claim in accordance

with Clause 3.6, provide the following Warranty Service:

3.1.1 Repair the Product by means of telephone support or at a Klas Telecom designated repair facility at no charge for parts or labour; or,




3.3 All claims in respect of a defective Product under this Agreement must be made, in accordance with clause 3.6, as soon as practicable after the problem is discovered.

3.4 Any Product repaired or replaced under this Agreement shall be warranted in accordance with Clause 2 for 90 days from the earlier of:





All warranty repair work must be performed by Klas Telecom or by a Klas Telecom authorised repair facility or personnel. Repairs

undertaken by the Ordering Activity or Product users, without prior written express permission or direction from an authorised Klas

Telecom technician, will void this Agreement.


In order to receive Warranty Service, the following shall apply if the Ordering Activity or Product user experiences difficulty with the

Product during the Warranty Period:

3.6.1 Klas Telecom recommends that the Ordering Activity or Product users first utilise materials shipped with the product, product

diagnostics and information published on the internet by Klas Telecom .

3.6.2 If the steps at 3.6.1 are not successful, to obtain Warranty Service under this Agreement the Ordering Activity or Product users must notify Klas Telecom of the defect, through Klas Telecom Support Centre, before the expiration of the Warranty Period,

whereupon Klas Telecom may at its sole discretion provide Warranty Service in accordance with Clause 3.1.

3.6.3 The Ordering Activity or Product users shall provide appropriate assistance to Klas Telecom Support Centre in diagnosing issues with the Product and with resolving those issues.


(a) In the event that Klas Telecom determine that the return of the Product or part of the Product is necessary, the Klas Telecom RMA Procedures apply.

(b) In accordance with the Klas Telecom RMA Procedures, Klas Telecom Support Centre will provide RMA numbers to the

Ordering Activity or Product user only upon the decision of Klas Telecom to have the Ordering Activity or Product user return the Product for Warranty Service.

(c) The Product serial number, together with any other information from time to time required by Klas Telecom Support

Centre, is required to obtain an RMA number.

(d) All Products returned to Klas Telecom for Warranty Service must possess a unique RMA number assigned by Klas

Telecom. A Product returned to Klas Telecom without an RMA number may, at Klas Telecom’s sole discretion, be

returned to the Ordering Activity or Product user without provision of Warranty Service, and the cost of such transport and/or postage and/or freight charges shall be the responsibility of the Ordering Activity or Product user.

(e) The cost of transport and/or postage and/or freight charges from the Ordering Activity or Product user to Klas Telecom for

return of a Product or parts, or replaced Products or parts, from or to any location outside of the United States of America is not assumed by Klas Telecom and shall be the responsibility of the Ordering Activity or Product user.



3.7.2 A replacement Product or part provided by Klas Telecom becomes the property of the Ordering Activity and the replaced item

becomes the property of Klas Telecom, and shall, upon request by Klas Telecom, be returned to Klas Telecom by the Ordering Activity or Product user.

3.8 User Data

3.8.1 Ordering Activity or Product user should make periodic backup copies of any software programs, data and other information stored on the Product (“User Data”), to protect User Data and as a precaution against possible operational failures.

3.8.2 Before Ordering Activity or Product user delivers the Product for repair it is the responsibility of either the Ordering Activity or

the Product user, as appropriate, to keep a separate backup copy of the User Data, and disable any security passwords.

3.8.3 Klas Telecom or its authorised representatives are not responsible for any damage to, or loss of, User Data during the course of

repair under this Agreement.

3.8.4 Any Product repaired or replaced under this Agreement will be returned to Ordering Activity or Product user configured in the same manner as when the Product was originally purchased. At Klas Telecom’s discretion, Klas Telecom may make technical

changes to the Product during provision of Warranty Service, such as configuration changes in the firmware, in order to upgrade

the Product to the latest configuration status applicable to the Product.

4. Exclusions

4.1 These warranties shall not apply to any defect, failure or damage caused by improper use or improper or inadequate maintenance and

care. Without prejudice to the generality of the foregoing, Klas Telecom shall not be obliged under these warranties:

4.1.1 To repair any defect arising from reasonable wear and tear, accident, abuse, misuse, wilful damage, negligence, abnormal working conditions, or failure to follow Klas Telecom’s instructions relating to the use of the Product (whether oral or in

writing); or,

4.1.2 To repair damage, malfunction or degradation in performance resulting from attempts by personnel other than Klas Telecom

authorised representatives to repair, service, modify or alter the Product in any way other than in the performance of User Maintenance, or unless directed by a Klas Telecom authorised representative; or,

4.1.3 To repair damage, malfunction, or degradation of performance resulting from improper use or connection to incompatible

devices, equipment or memory, or installation of software that causes problems with the Product; or,

4.1.4 To repair damage, malfunction or degradation of performance caused by the use of Non-Klas Telecom supplies or consumables

or the use of Klas Telecom products not specified for use with this Product; or,

4.1.5 To perform User Maintenance or cleaning or to repair damage, malfunction or degradation of performance resulting from failure to perform User Maintenance and cleaning as prescribed in Product Materials; or,

4.1.6 To repair a Product which has been modified or integrated with other products when the effect of such modification or

integration increases the time or difficulty of servicing the Product or degrades performance or reliability; or,

4.1.7 To repair damage, malfunction or degradation of performance resulting from any use of the Product in any manner, or in any

environment, not meeting with operating specification set forth in the Product Materials; or,

4.1.8 To repair damage, malfunction or degradation of performance resulting from failure to properly prepare and transport the product as prescribed in Product Materials; or,


4.1.10 To repair or replace consumable parts, or damaged or lost ancillary/ accessory items, including batteries, hard drives, removable storage devices, USB storage, removable data key storage, USB serial adapters, webcams or cables unless damage occurred due

to default in workmanship; or,






or,


4.1.14 To repair damage, malfunction or degradation in performance resulting from the failure by the Ordering Activity or Product

users to implement recommendations in respect of, or solutions to, defects previously advised by Klas Telecom.

5. Extended Hardware Warranty, Out of Warranty Repairs, Software/Technical Support

5.4 Extended Hardware Warranty

If, upon the date of purchasing the Product, Ordering Activity purchased extended warranty for the Product (which must include

purchase of Klas Telecom Technical Assistance Centre (“KTAC”) and SMARTnet technical support), such extended warranty is provided in respect of the Product, subject to the terms and conditions of this Limited Product Warranty Agreement for the warranty

period specified in the purchase order for the product and Warranty Term is amended accordingly. Ordering Activity or End User may

contact Klas Telecom Support Centre to verify the warranty status of the Product.

5.5 Out of Warranty Repairs

5.5.1. If during the Warranty Term Klas Telecom finds the Product to require repair due to damage not covered by this Agreement

Klas Telecom shall provide a quote at its then current GSA rates for repair of the Product which shall include all associated shipping costs. Klas Telecom shall not be obliged to carry out any such repairs without first having accepted an order for same

on the basis of the quote provided.

5.5.2. If following expiration of the Warranty Term Ordering Activity or Product user requires repairs to be carried out to the Product, Ordering Activity or Product user shall contact Klas Telecom to arrange shipping of the Product to Klas Telecom, at no expense

to Klas Telecom, for inspection in order to determine the repairs necessary.

5.5.3. Reserved.

5.5.4. Klas Telecom shall, following its inspection of the Product, provide the requesting party with a quote for repair or

refurbishment at its then current GSA rates. Klas Telecom shall not be obliged to carry out any such repairs or refurbishment without first having accepted an order for same on the basis of the quote provided.

5.6 Software/Technical Support

This Agreement entitles the Ordering Activity or Product users to KTAC technical support in respect of the Product and the Software in order to troubleshoot and/or diagnose any Warranty Claims during the Warranty Term (Note that Ordering Activity must purchase

KTAC support and Cisco SMARTnet support when purchasing extended warranty for the Product). This Agreement does not entitle

the Ordering Activity or Product user to technical support in respect of any third party software which is part of the Product. If, upon the date of purchasing the Product, Ordering Activity also purchased KTAC support in respect of the Product and Software and/or

Cisco SMARTnet in respect of Cisco software, Ordering Activity or Product user may be entitled to software and/or technical support

in accordance with any such support agreements. In order to determine technical and/or software support status of the Product, Ordering Activity or Product users should contact Klas Telecom Support Centre.

6. Reserved.


7.1 To the extent permitted by law, this Agreement and the remedies set forth above are exclusive and in lieu of all other warranties,

remedies and conditions, whether oral or written, statutory, express or implied. As permitted by applicable law, Klas Telecom

specifically disclaims any and all statutory or implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose and warranties against hidden or latent defects. If Klas Telecom cannot lawfully disclaim statutory or implied

warranties then to the extent permitted by law, all such warranties shall be limited in duration to the duration of this Agreement and to

repair or replacement service, or refund, as determined by Klas Telecom in its sole discretion.

8. Reserved.

9. Reserved.

10. Reserved.

11. Reserved.

Exhibit C

KLASPIONEER EXPRESS LIMITED PRODUCT WARRANTY AND TECHNICAL SUPPORT AGREEMENT Klas Telecom has agreed to provide a limited Product Warranty and Technical Support to the Ordering Activity in respect of the Product, which is limited to the terms set forth below:



1.1.1 “Agreement”, means the terms and conditions of this Limited Product Warranty and Technical Support Agreement.


1.1.3 “Companion Equipment”, means any equipment, devices or components integrated into the Product by Klas Telecom and which are manufactured and supplied by third party manufacturers, which may include items such as: the Panasonic CF-18 or CF-19; the Juniper SGT; or, the Thrane and Thrane Explorer 500 BGAN User terminal;

1.1.4 “Delivery Country”, means the country or territory in which the Products were delivered to the Ordering Activity.

1.1.5 “Delivery Warranty Period”, means thirty (30) days from the date of delivery of the Product to the Ordering Activity.

1.1.6 “Klas Telecom”, means Klas Limited t/a Klas Telecom, a limited liability company registered in Ireland, and having its registered offices at One Kilmainham Square, Inchicore Road, Kilmainham, Dublin 8, Ireland, and its wholly owned

subsidiary Klas Telecom Inc., a Commonwealth of Virginia corporation having its principal office at 1101 30th Street NW, Suite 500, Washington, DC 20007.

1.1.7 “New Release”, means any improved, modified or corrected version of :

(a) the Product firmware; or,

(b) the software provided by Klas Telecom when the Product was originally purchased; or,

(c) Product Materials

which may from time to time be released by Klas Telecom.

1.1.8 “Pioneer Support Centre”, means the Klas Telecom staff, technicians or authorised representatives contactable by telephone at +1 (703) 881 3156 or by e-mail at [email protected].

1.1.9 “Product”, means the Klas Pioneer Express with which this warranty was provided at the time purchase.

1.1.10 “Product Materials”, includes information relating to Product specification and any information and advice relating to installation and use of the Product, provided by Klas Telecom to the Ordering Activity or Product users either orally or in writing, during Product training sessions, at time of sale, or subsequently, or which is included in any Klas Telecom sales and advertising materials, support materials or advices, or published on a Klas Telecom website.



1.1.13 “RMA Procedures”, means the Klas Telecom Return Material Authorisation procedures, which may from time to time be altered by Klas Telecom.

1.1.14 “Technical Support”, means the provision by Klas Telecom of:

(a) advice and assistance from Pioneer Support Centre, or by post or e-mail on the use of the Products, available twenty-four (24) hours per day, three hundred and sixty five (365) days per year; and,

(b) information and advice by telephone, post or e-mail on forthcoming New Releases; and,

1.1.15 “User Maintenance”, means any maintenance specified in the Product Materials as being the responsibility of the Ordering Activity or product users.





1.1.18 “Warranty Service”, means the repair, replacement or refund of a defective Product in accordance with Clause 4.1 of this Warranty Agreement.

1.2 Interpretation







2. Delivery Warranty

2.1 Klas Telecom warrants the Product to be fully functional, in accordance with its operational specifications, and free from defect upon delivery.

2.2 If during the Delivery Warranty Period the Product does not operate in accordance with its specifications, the Ordering Activity shall contact Pioneer Support Centre, and the following shall apply:

2.2.1 Pioneer Support Centre will, by telephone, make every effort to assist the Ordering Activity in correcting the defect so that the Product operates according to its specifications. In the event resolution is not achieved in this manner within fifteen (15) days of the Ordering Activity contacting Klas Telecom, Pioneer Support Centre will provide a Return Material Authorization (RMA) to the Ordering Activity in accordance with Klas Telecom RMA Procedures so that the Product may be returned to Klas Telecom.

2.2.2 On return of the Product, the defective Product will, at Klas Telecom’s sole option, either be repaired or replaced. Should Klas Telecom determine that the defective Product cannot be repaired within 30 days of receipt, Klas Telecom will ship a replacement Product to replace the defective one. For defective Products returned under Klas Telecom Delivery Warranty, Klas Telecom shall be responsible for:

(a) the cost of shipping the defective Product from the Delivery Country; and,

(b) the cost of diagnosis, repair, or replacement; and,

(c) the cost of shipping the repaired or replaced Product back to the Delivery Country.

3. Product Warranty

3.1 Subject to the exclusions set out at Clause 5 herein, Klas Telecom warrants that the Product will be free from defects in materials and workmanship during the Warranty Period.

3.2 Klas Telecom does not warrant that the operation of the Product will be uninterrupted or error free. Klas Telecom is not liable, under any circumstances, for Product downtime, loss of data or loss of information caused by the malfunctioning of the Product.

3.3 If, during the Warranty Period, the Product proves defective Klas Telecom shall, at its option, provide Warranty Service in accordance with Clause 4.



If the Product proves defective during the Warranty Period, Klas Telecom may at its option, following a Warranty Claim in accordance with Clause 4.6, provide the following Warranty Service:

4.1.1 Repair the Product by means of telephone support or at a Klas Telecom designated repair facility at no charge for parts or labour; or,




4.3 All claims in respect of a defective Product under this Agreement must be made, in accordance with clause 4.6, as soon as practicable after the problem is discovered.

4.4 Any Product repaired or replaced under this Agreement shall be warranted in accordance with Clause 3 for the longer of:

4.4.1 the remainder of the Warranty Period for the Product, or

4.4.2 90 days from the earlier of:





All warranty repair work must be performed by Klas Telecom or by a Klas Telecom authorised repair facility or personnel. Repairs undertaken by the Ordering Activity or Product users, without prior written express permission or direction from an authorised Klas Telecom technician, will void this Agreement.


In order to receive Warranty Service, the following shall apply if the Ordering Activity or Product user experiences difficulty with the Product during the Warranty Period:

4.6.1 Klas Telecom recommends that the Ordering Activity or Product users first utilise materials shipped with the product, product diagnostics, information published on the internet by Klas Telecom and Klas Telecom e-mail support, where available.

4.6.2 If the steps at 4.6.1 are not successful, to obtain Warranty Service under this Agreement the Ordering Activity or Product users must notify Klas Telecom of the defect, through Pioneer Support Centre, before the expiration of the Warranty Period, whereupon Klas Telecom may at its sole discretion provide Warranty Service in accordance with Clause 4.1.

4.6.3 The Ordering Activity or Product users shall provide appropriate assistance to Pioneer Support Centre in diagnosing issues with the Product and with resolving those issues.


(a) In the event that Klas Telecom determine that the return of the Product or part of the Product is necessary, the Klas Telecom RMA Procedures apply.

(b) In accordance with the Klas Telecom RMA Procedures, Pioneer Support Centre will provide RMA numbers to the Ordering Activity or Product user only upon the decision of Klas Telecom to have the Ordering Activity or Product user return the Product for Warranty Service.

(c) The Product serial number, together with any other information from time to time required by Pioneer Support Centre, is required to obtain an RMA number.

(d) All Products returned to Klas Telecom for Warranty Service must possess a unique RMA number assigned by Klas Telecom. A Product returned to Klas Telecom without an RMA number may, at Klas Telecom’s sole discretion, be returned to the Ordering Activity or Product user without provision of Warranty Service, and the cost of such transport and/or postage and/or freight charges shall be the responsibility of the Ordering Activity or Product user.

(e) The cost of transport and/or postage and/or freight charges from the Ordering Activity or Product user to Klas Telecom for return of a Product or parts, or replaced Products or parts, from or to any location outside of the United States of America is not assumed by Klas Telecom and shall be the responsibility of the Ordering Activity or Product user.



4.7.2 A replacement Product or part provided by Klas Telecom becomes the property of the Ordering Activity and the replaced item becomes the property of Klas Telecom, and shall, upon request by Klas Telecom, be returned to Klas Telecom by the Ordering Activity or Product user.

4.8 User Data

4.8.1 Ordering Activity or Product user should make periodic backup copies of any software programs, data and other information stored on the Product (“User Data”), to protect User Data and as a precaution against possible operational failures.

4.8.2 Before Ordering Activity or Product user delivers the Product for repair it is the responsibility of either the Ordering Activity or the Product user, as appropriate, to keep a separate backup copy of the User Data, and disable any security passwords.

4.8.3 Klas Telecom or its authorised representatives are not responsible for any damage to, or loss of, User Data during the course of repair under this Agreement.

4.8.4 Any Product repaired or replaced under this Agreement will be returned to Ordering Activity or Product user configured in the same manner as when the Product was originally purchased. At Klas Telecom’s discretion, Klas

Telecom may make technical changes to the Product during provision of Warranty Service, such as configuration changes in the firmware, in order to upgrade the Product to the latest configuration status applicable to the Product.

4.9 Companion Equipment Support Procedure

4.9.1 Companion Equipment integrated by Klas Telecom into a Product has direct warranties from the Companion Equipment supplier (“Companion Equipment Supplier Warranties”). This Agreement does not replace or supersede the Companion Equipment Supplier Warranties, nor does Klas Telecom create any implied warranty of Companion Equipment.

4.9.2 If, during the Warranty Period, the Ordering Activity or Product user experiences difficulty with any Companion Equipment, such that the Product does not function in accordance with its specification, the following steps should be taken:

(a) Contact Pioneer Support Centre for a diagnosis of the problem. Pioneer Support Centre will ascertain Companion Equipment Supplier Warranty procedures following an initial telephone diagnosis.

(b) If, following a diagnosis of the problem by Pioneer Support Centre, it is determined that the Product is to be returned to Klas Telecom for evaluation or repair, an RMA number will be assigned according to the Klas Telecom RMA procedures.

(c) If at any time Klas Telecom determines that the problem is due to an item of Companion Equipment, Klas Telecom may issue an RMA number, in accordance with the RMA procedures, for return of the Product to Klas Telecom and will arrange for repair of the Companion Equipment by the Companion Equipment supplier.

5. Exclusions

5.1 These warranties shall not apply to any defect, failure or damage caused by improper use or improper or inadequate maintenance and care. Without prejudice to the generality of the foregoing, Klas Telecom shall not be obliged under these warranties:

5.1.1 To repair any defect arising from reasonable wear and tear, accident, abuse, misuse, wilful damage, negligence, abnormal working conditions, or failure to follow Klas Telecom’s instructions relating to the use of the Product (whether oral or in writing); or,

5.1.2 To repair damage, malfunction or degradation in performance resulting from attempts by personnel other than Klas Telecom authorised representatives to repair, service, modify or alter the Product in any way other than in the performance of User Maintenance, or unless directed by a Klas Telecom authorised representative; or,

5.1.3 To repair damage, malfunction, or degradation of performance resulting from improper use or connection to incompatible devices, equipment or memory, or installation of software that causes problems with the Product; or,

5.1.4 To repair damage, malfunction or degradation of performance caused by the use of Non-Klas Telecom supplies or consumables or the use of Klas Telecom products not specified for use with this Product; or,

5.1.5 To perform User Maintenance or cleaning or to repair damage, malfunction or degradation of performance resulting from failure to perform User Maintenance and cleaning as prescribed in Product Materials; or,

5.1.6 To repair a Product which has been modified or integrated with other products when the effect of such modification or integration increases the time or difficulty of servicing the Product or degrades performance or reliability; or,

5.1.7 To repair damage, malfunction or degradation of performance resulting from any use of the Product in any manner, or in any environment, not meeting with operating specification set forth in the Product Materials; or,

5.1.8 To repair damage, malfunction or degradation of performance resulting from failure to properly prepare and transport the product as prescribed in Product Materials; or,


5.1.10 To repair or replace consumable parts such as battery, unless damage occurred due to default in workmanship; or,






or,


5.1.14 To repair damage, malfunction or degradation in performance resulting from the failure by the Ordering Activity or Product users to implement recommendations in respect of, or solutions to, defects previously advised by Klas Telecom.

6. Technical Support

6.1 During the Warranty Period Klas Telecom shall provide the Ordering Activity or Product users with Technical Support in respect of the Product.

7. Reserved.


8.1 To the extent permitted by law, this Agreement and the remedies set forth above are exclusive and in lieu of all other warranties, remedies and conditions, whether oral or written, statutory, express or implied. As permitted by applicable law, Klas Telecom specifically disclaims any and all statutory or implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose and warranties against hidden or latent defects. If Klas Telecom cannot lawfully disclaim statutory or implied warranties then to the extent permitted by law, all such warranties shall be limited in duration to the duration of this Agreement and to repair or replacement service, or refund, as determined by Klas Telecom in its sole discretion.

9. Reserved.

10. Reserved.

11. Reserved.

12. Reserved.

Documents

ATTACHMENT A KLAS TELECOM - immixGroup · 1.2.2 Singular includes Plural Unless the context requires otherwise, the singular includes the plural and vice versa. 1.2.3 Recitals and