3-Ericsson Cradlepoint-EULA.pdf

ERICSSON PRIVATE 5G END USER AGREEMENT

Updated April 24, 2026

Please read this End User Agreement carefully.

This End User Agreement ("EUA") is a legal agreement between Customer (also referred to in this document as “you”, “your”, and similar) and Ericsson. Customer means the individual or legal entity who enters into an agreement to purchase Ericsson Private 5G with an Approved Source and is granted a license to the Software, Documentation, and the Management as a Service under this EUA. This EUA applies to Customer’s use of Ericsson Private 5G, including the Software, Management as a Service, and Documentation made available to Customer by the Approved Source and shall prevail over any other end user agreement in relation to the subject matter hereof. Customer agrees that this EUA is enforceable like any written negotiated agreement signed by Customer.

CUSTOMER AGREEMENT TO PURCHASE ERICSSON PRIVATE 5G FROM AN APPROVED SOURCE

BINDS YOU TO THE TERMS OF THIS EUA AND YOU REPRESENT THAT YOU HAD AUTHORITY TO BIND

CUSTOMER TO THESE TERMS AND CONDITIONS UPON PURCHASE ERICSSON PRIVATE 5G FROM AN

APPROVED SOURCE.

IN ADDITION, BY USING ERICSSON PRIVATE 5G, CUSTOMER ACCEPTS THIS EUA AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY THIS EUA; IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS EUA, ERICSSON WILL NOT AND DOES NOT LICENSE ERICSSON PRIVATE 5G, INCLUDING THE

SOFTWARE, DOCUMENTATION AND MANAGEMENT AS A SERVICE TO CUSTOMER (WHETHER

EXPRESSLY, BY IMPLICATION, OR OTHERWISE) AND CUSTOMER MUST NOT USE ERICSSON

PRIVATE 5G.

Scope and structure

Part A of this EUA includes specific Software terms.

Part B of this EUA includes specific Management as a Service terms.

Part C of this EUA includes generally applicable terms.

Part D of this EUA includes the definitions.

Part E of this EUA includes the service level agreement.

PART A – SOFTWARE TERMS

Grant of license

Subject to the payment of the applicable fees as well as subject to the terms of this EUA and Customer Agreement, including each license restriction, Ericsson grants Customer a limited, term based, non-exclusive, non-transferable, non-sublicensable license to use the Software in object code format and Documentation solely in combination with the Ericsson Private 5G Hardware and Management as a Service for Customer’s internal use of Ericsson Private 5G in the Original Territory as a non-public network.

Customer may not use the Software for any purpose or in any way, not expressly permitted by this EUA.

The license is valid solely for the applicable term under the Customer Agreement. The right to use the Software begins on the date the Software is installed and continues until the end of the specified term, unless otherwise terminated in accordance with this EUA or the Customer Agreement.

The Software and Documentation is licensed, not sold, and Ericsson, Ericsson Affiliate or its contractor(s) retains all title and ownership to it and any intellectual property rights, including patent, trademark, copyright, and trade secret rights, and title to copies of any or all media bearing the Software and the Documentation.

Ericsson Enterprise Wireless Solutions Ericsson Private 5G End User Agreement

Terms of use

Customer will not use the Software and Documentation, or any part thereof, for any purpose other than explicitly set out in this section. For each item of Software and Documentation, Customer will

(a) ensure that only employees or authorized persons use it and not provide or make it available: (i) to any other person or entity, or (ii) outside the applicable Original Territory in any way, or (iii) to provide hosting or timesharing to any person;

(b) not distribute, sublicense, assign, pledge or otherwise transfer its license;

(c) not copy it, or any parts of it;

(d) reproduce copyright or other markings when making a permitted copy;

(e) not modify, reverse engineer, decompile, disassemble, assemble, or otherwise derive or attempt to derive any source code or algorithms from the Software, or, translate, change or make any derivative work of the Software;

(f) not modify the Documentation;

(g) not use it for any other purpose than expressly permitted herein; and

(h) apply the provisions of confidentiality in this EUA to it.

General terms for Software

Some Software includes a license manager control device to monitor, audit, or limit use and ensure that Customer complies with the license Ericsson grants. Some Software sends capacity usage information to Ericsson from time to time and Customer will maintain connectivity to ensure Ericsson receives it.

Certain Software may contain third party code (including free open source software) that is licensed under separate agreements, where additional rights and obligations apply. Customer agrees to comply with such terms. All open source software is provided “as-is”, and Ericsson makes no and disclaims any express or implied warranty regarding open source software. Ericsson’s liability is excluded for any claim relating to open source software.

Ericsson will release regular pre-announced Software Upgrades that may provide new features and fixes.

Customer is required to implement at least every second Software Upgrade or as specified by Ericsson, and all mandatory Software Upgrades, for example due to emergency correction packages, as notified by Ericsson. An exception is made for one Long Term Support (LTS) release branch every year. Customer’s failure to install Software Upgrades as notified by Ericsson will result in non-supported Software or the suspension of Ericsson Private 5G. Ericsson will not be responsible for bearing the effect of any liability arising from Customer’s failure to implement Software Upgrades. For the avoidance of doubt, any hardware, or any other software or services, including customizations or re-implementation of customizations of the Software, possibly needed to install or use a Software Upgrades is not included in this EUA scope.

Customer will implement appropriate industry-standard security measures to secure Ericsson Private 5G Software at the Customer site from unauthorized access.

Customer’s breach of the license terms in this EUA is a material breach and the obligations under this EUA survive with no limit in time after this EUA terminates for any reason.

PART B – MANAGEMENT AS A SERVICE TERMS

Grant of License

Subject to payment of the applicable fees as well as subject to the terms of this EUA and the Customer Agreement, including each license restriction, Ericsson grants Customer a limited, term based, non-exclusive, non-transferable, non-sub-licensable right to use Management as a Service solely in combination with the Ericsson Private 5G Hardware and Software for Customer’s internal use of Ericsson Private 5G in the Original Territory and within the use and capacity limits pursuant to the Customer Agreement and this EUA. Customer may not use Management as a Service for any purpose or in any way, not expressly permitted by this EUA.

The license is valid solely for the applicable term under the Customer Agreement. The right to use Management as a Service begins on the date the Customer can access the Management as a Service and continues until the end of the specified term, unless otherwise terminated in accordance with this EUA or the Customer Agreement.

The use of Ericsson Netcloud Manager Services is further governed by Ericsson NetCloud Manager Service- Specific Terms.

Acceptable use

Customer is responsible for the use of Management as a Service by any person who accesses Management as a Service under its service account (if any). Without limiting the generality of the foregoing, Customer will not use Management as a Service to

(i) violate any law or regulation anywhere;

(j) infringe, dilute, misappropriate, or otherwise violate any privacy or other personal rights or any Intellectual Property Rights;

(k) gain unauthorized access or violate the security of a service, server, account, system, or content; or

(l) violate third party rights.

Customer or any other person will not

(m) change or otherwise create derivative works of Management as a Service or parts thereof;

(n) reverse engineer, decompile Management as a Service or parts thereof or do anything to derive the source code of Management as a Service;

(o) change, modify, or extend Management as a Service in a way to avoid incurring fees or exceeding usage limits, or otherwise in a way not expressly permitted herein or in the Ericsson Private 5G Description; or

(p) resell Management as a Service as-is or share or use Management as a Service to provide rental, hosting, or timesharing service to any other person.

In addition, these acceptable use provisions apply to any email or content transmitted by Customer, or on its behalf, which uses an application that resides on Ericsson Private 5G or promotes content hosted or transmitted using Ericsson Private 5G, or which indicates in any way that Ericsson was involved in the transmission of such email or content.

Security

By using Management as a Service, Customer agrees and confirms that Ericsson Private 5G meets Customer’s security requirements and processing instructions. Further, Customer will implement appropriate industry-standard security measures to secure the Ericsson Private 5G Hardware and Software at the Customer site from unauthorized access.

Customer is responsible for user information and content that Customer collects, uses, generates and transmits using Ericsson Private 5G. Ericsson is not liable for and Customer will ensure that any user information or content (a) complies with any third-party rights it requires to manage it; and (b) is stored, copied or transmitted in accordance with applicable law (including Personal Data protection and appropriate use).

Data ownership, collection, and use

Any Analytics Data and Design and Operation Related Data produced as a result of Ericsson’s services including operation or provisioning of Management as a Service, or Customer’s use of Ericsson Private 5G and Management as a Service, will be the exclusive property of Ericsson and Ericsson Affiliates and considered Confidential Information subject to the terms of this EUA.

By agreeing to this EUA using Ericsson Private 5G or Management as a Service, Customer acknowledges that Ericsson may use any Analytics Data, Design and Operation Related Data or data or information submitted by Customer, for the purpose of the provision of AI solutions to Customer, including processing in machine learning model instances specific to Customer for the improvement of Customer’s services, and Customer instructs Ericsson to process data submitted by Customer for such purpose. Customer further agrees to the use of all such data (in anonymized form only) by Ericsson for purposes of improving the services generally and training machine learning models (including large language models and similar models) for general use and provision by Ericsson. By using Ericsson’s services, Customer hereby grants to Ericsson, its Affiliates, and applicable licensors and service providers a worldwide, royalty-free, non-exclusive, irrevocable, sublicensable, limited right and license as necessary to carry out the actions set forth in this EUA.

General terms for Management as a Service

Customer will ensure that each person who accesses Management as a Service (a) uses an individual username and secure password, and (b) keeps any password confidential.

Ericsson may continuously enhance Management as a Service and may in its sole discretion modify, reconfigure, replace, and/or upgrade for any reason the hardware and software related to or used in the infrastructure to provide Management as a Service to the extent such actions will not have a negative impact on Ericsson’s ability to deliver the Management as a Service. Ericsson will not bear any costs incurred by Customer in its environment, associated with Ericsson’s modification, reconfiguration, or upgrade of Management as a Service.

Ericsson and its contractors provide Management as a Service digitally through electronic communications.

Ericsson and its contractors control the personnel, hardware and software, and other resources for Management as a Service, up to the applicable service gate. Customer will provide hardware (excluding Ericsson Private 5G Hardware), software, and connectivity to access Management as a Service at the applicable service gate, including any specific internet addresses. Customer is responsible for, and Management as a Service does not include, any Customer website or portal that an end user access.

No warranty

Under this EUA Ericsson (and Ericsson’s Affiliate or contractor) does not make any express or implied warranties that Ericsson operates Management as a Service without error, or that Ericsson can correct all defects or prevent a disruption or unauthorized access to Management as a Service, nor that any particular result can be derived from using Management as a Service.

PART C – GENERAL TERMS

Installation, activation and connectivity

The Customer is responsible for installing and activating Ericsson Private 5G and its specific parts in accordance with Ericsson’s instructions. This includes associating and configuring Hardware for use with Management as a Service and the Software. The Customer is also responsible for providing connectivity to access the Management as a Service.

Should Ericsson be involved in the installation and activation of Ericsson Private 5G G and its specific parts either on behalf of Customer or an Approved Source, Ericsson will do so within the terms set out in an agreed statement of work. Customer will at its own cost fulfil all its obligations set out in the agreed statement of work at such time as stipulated therein, and as necessary for Ericsson to fulfil its obligations. Customer will do everything and provide all information that Ericsson requires to perform the installation and activation services, including (a) providing technical data, (b) ensuring co-operation with any of its third party contractors, (c) making any necessary site area available to Ericsson and Ericsson subcontractors, and (d) obtain and maintain any necessary government licenses, authorisations or permits. If Customer fails to meet any of its obligations in this section or to pay any applicable fees, Ericsson will have no further obligation to fulfil the agreed statement of work. Ericsson will in its sole discretion determine the criteria necessary to test whether Ericsson Private 5G has been successfully installed. If Customer decides to make commercial use of Ericsson Private 5G or any part thereof before determination of its successful installation, the Ericsson Private 5G installation will be deemed successful.

Connection of a mobile phone to Ericsson Private 5G will deactivate that phone’s voice and public warning system (PWS) integration capabilities and it will not be able to make or receive voice calls (including emergency calls) or receive alerts while connected to Ericsson Private 5G. Ericsson disclaims responsibility for any liabilities that may arise in relation thereto.

Limited Warranty; Disclaimer

Ericsson provides a limited hardware warranty with the Products, a copy of which is available online at https://Cradlepoint.com/legal/ (Warranty Statement). The warranties shall commence upon product delivery to the Customer and remain in effect for the warranty period(s) under the conditions set forth in the Warranty Statement.

EXCEPT AS EXPRESSLY SET FORTH UNDER THIS EUA, ERICSSON (AND ERICSSON’S AFFILIATE OR

CONTRACTOR) DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS

REGARDING THE ERICSSON PRIVATE 5G, INCLUDING HARDWARE, SOFTWARE AND

DOCUMENTATION OR SERVICES, INCLUDING NON-INFRINGEMENT OF THIRD-PARTY RIGHTS,

MERCHANTABILITY, SATISFACTORY QUALITY, AND/OR FITNESS FOR PURPOSE. ERICSSON DOES NOT

WARRANT THAT ANY PARTICULAR RESULT CAN BE DERIVED FROM USING THE HARDWARE,

SOFTWARE OR DOCUMENTATION OR THAT THE SOFTWARE WILL BE ERROR-FREE.

Audit

Ericsson or its appointed representative (the “Auditor”) may check the installation of Ericsson Private 5G on Customer’s site to confirm Customer’s compliance with Ericsson’s installation guide, and this EUA, and paid for Capacity. Customer will reasonably co-operate with the Auditor at its own expense, including providing (a) all documentation and information Auditor reasonably requests within the scope of audit, and

(b) reasonable access to Ericsson Private 5G, Customer employees, premises, and equipment. Any Ericsson warranty or commitment to support Ericsson Private 5G will only apply where the system is installed in accordance with Ericsson’s instructions and specifications.

Term; suspension and termination

Subject to the payment of the applicable fees, the license granted herein with respect to the Software, Documentation and Management as a Service will remain effective until terminated or until the applicable Customer Agreement is terminated or expires, whichever is earlier. This EUA is entered into as of the date that Customer accepts the terms herein (the “Effective Date”).

Ericsson may block, restrict or suspend Customer’s access to the Software and/or Management as a Service or terminate this EUA at any time if Ericsson unilaterally determines that there is a general security or operational risk to the Software or Management as a Service or parts thereof, or if required by law or regulation. Ericsson may also restrict or suspend Customer’s access to the Software and Management as a Service or terminate this EUA if Ericsson unilaterally determines that Customer (a) has breached this EUA,

(b) reduces Ericsson’s network integrity, (c) may expose Ericsson, Ericsson Affiliate, or its contractor to legal liability, or (d) violates any applicable law or regulation (including in relation to export control) or any of the acceptable use obligations. If the cause can be remedied, Ericsson will notify Customer of the steps needed to restore the Software or Management as a Service or parts thereof. If the cause cannot be remedied or Customer fails to take such action within a reasonable time, Ericsson may terminate Customer’s license to the Software and access to Management as a Service without liability or paying compensation.

On termination of this EUA for any reason, (a) Ericsson will remotely erase the Software (including any back-up copies), and if that is not possible, request Customer to erase the Software (including any back-up copies); (b) Customer will return or, on Ericsson’s written approval, delete or destroy all Documentation.

Customer will promptly confirm in writing to Ericsson that it has returned, deleted, or destroyed the Software and Documentation after doing so.

Unless otherwise required under applicable law, Customer agrees that upon any termination or cancellation of any services or this EUA, Customer will not be entitled to a refund of fees for any additional work previously performed by Ericsson at Customer’s request or any pre-paid fees for subscriptions still in effect at the time of termination or cancellation, and Customer’s obligation to pay any balance due shall survive any such termination or cancellation.

Ownership

Ericsson, Ericsson Affiliate or its contractor retains all Intellectual Property Rights in and to (a) Ericsson Private 5G including Hardware, Software, Documentation, Management as a Service and any other material, product, or service provided under the Customer Agreement, (b) any graphics, products or content included in Ericsson Private 5G; (c) all underlying software, data, and other materials that operate Ericsson Private 5G or parts thereof (including any APIs/SDK); (d) any modification, enhancement or derivative work made of (a) through (c), including Customer’s feedback or suggestions about Ericsson Private 5G or parts thereof. Customer retains all Intellectual Property Rights to its content or data it uses in connection with Ericsson Private 5G and is responsible for any claims in connection to such content or data. Customer may require a separate patent license from a third party to use Ericsson Private 5G.

Except as expressly set out in this EUA, nothing in this EUA creates any right of ownership or license in or to the other party’s Intellectual Property Rights. Each party continues to independently own and maintain its Intellectual Property Rights. No implied licenses exist under this EUA, and any right that Customer is not granted under this EUA is reserved to Ericsson or its licensors.

Indemnity

Customer will indemnify and hold harmless Ericsson from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from (i) Customer's use of and access to Ericsson Private 5G, including the Hardware, Software, Documentation, and Management as a Service or parts thereof (including, without limitation, any interface), or (ii) Customer's failure to comply with any term of this EUA.

Limitation of liability

CUSTOMER AGREES THAT ERICSSON UNDER THIS EUA WILL HAVE NO LIABILITY WHATSOEVER FOR ANY SERVICES RECEIVED OR ANY USE CUSTOMER MAKES OF ERICSSON PRIVATE 5G, INCLUDING

THE HARDWARE, SOFTWARE, DOCUMENTATION, AND MANAGEMENT AS A SERVICE.

Confidentiality

Ericsson Private 5G, including the Software and Management as a Service (and any performance data, benchmark results, security assessments and all other technical information relating to the Software or Management as a Service), Documentation, this EUA, and any other information provided by Ericsson or Approved Source in connection with Ericsson Private 5G, including the Software and Management as a Service, shall be deemed confidential information of Ericsson (“Confidential Information”).

Notwithstanding the foregoing, Confidential Information shall not include information that Customer can evidence in writing: (a) is already known to Customer without restriction as to disclosure prior to disclosure by Ericsson; (b) becomes publicly available without fault of Customer; (c) is rightfully obtained by Customer from a third party without restriction as to disclosure; or (d) is independently developed or created by Customer without use of the Confidential Information. Except as otherwise expressly authorized herein, Customer agrees to: (i) use the Confidential Information only to perform hereunder or exercise rights granted to it hereunder; (ii) treat all Confidential Information in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (iii) disclose the Confidential Information only to Customer’s employees and authorized persons who have a need to know such information for the purposes of this EUA, provided that any such employee or authorized person will be subject to obligations of non-use and confidentiality with respect to the Confidential Information at least as restrictive as the terms of this EUA, and Customer shall remain liable for any non-compliance with the terms of this EUA of such employee or authorized persons. Nothing in this EUA shall prevent Customer from disclosing information to the extent Customer is legally obligated to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, Customer shall: (i) assert the confidential nature of the information to the agency, (ii) immediately notify Ericsson in writing of the agency’s order or request to disclose, and (iii) cooperate fully with Ericsson in protecting against any such disclosure and obtaining a protective order narrowing the scope of the obligated disclosure and protecting its confidentiality. The confidentiality obligations under this section shall survive any expiration or termination of this EUA and be effective for a period of five (5) years after the expiration or termination of this EUA.

Other Service Terms

Ericsson will perform services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this EUA. EXCEPT FOR

THE WARRANTY SET FORTH IN THE IMMEDIATELY FOREGOING SENTENCE, ERICSSON MAKES NO

WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF

MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C)

WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY

RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE

OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Except as otherwise set forth in a statement of work issued by Ericsson, Hardware and services will be deemed accepted upon delivery and Software will be deemed accepted upon Customer’s use thereof.

Export control

Customer acknowledges that the Software may be controlled under applicable export and import control or sanctions laws and regulations. Customer will comply strictly with all such applicable laws and regulations.

Customer will only use the Software for civil and peaceful use. Thus, Customer will not use the Software for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons.

Upon Ericsson’s request, Customer will provide to Ericsson an end-user statement, in the format that Ericsson provide, signed by authorized representatives of the Customer. If there is a delay in providing such end-user statement, Ericsson may postpone providing or delivering the Software for a period equivalent to the delay.

The Hardware is provided for Customer’s own use in the Original Territory and is not for further resale, lease or transfer. Customer will not transfer or export the Hardware to any Affiliate or third party outside the Original Territory unless Customer has obtained Ericsson’s prior written consent to such transfer or export.

Customer acknowledges and agrees that no Hardware, Software or technology provided or acquired under this EUA may be sold, transferred, exported or reexported (directly or indirectly) to the Russian Federation or the Republic of Belarus by or on Customer’s behalf, nor may Customer allow any such Hardware, Software or technology to be used by recipients in the Russian Federation or the Republic of Belarus.

Notwithstanding any other provision in this EUA, breach of this obligation will be considered a material breach of this EUA by Customer entitling Ericsson to suspend the performance of all or any part of its obligations under this EUA, and/or terminate this EUA immediately without any liability. Ericsson will also be entitled to (i) claim damages arising from such breach, and (ii) revoke any license or other right granted to the Customer effective immediately without any liability.

If requested, Customer shall promptly provide Ericsson with documentary evidence verifying compliance with this section and shall notify Ericsson immediately upon becoming aware that it is not in compliance with this section.

Governing law and dispute resolution

Governing Law. Unless unenforceable under applicable law, this EUA will be governed by and interpreted in accordance with the laws of the applicable state or country identified in the table below based on Customer’s primary place of business, without regard to conflicts of laws and principles that would cause the laws of another jurisdiction to apply. This EUA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in this EUA below (Dispute Resolution), any legal suit, action, or proceeding arising out of or related to this EUA will be instituted in the applicable courts identified below, and each party consents to the exclusive personal jurisdiction of these courts.

Notwithstanding the foregoing, either party may seek injunctive relief in any court of appropriate jurisdiction regarding any breach of its intellectual property or proprietary rights.

Customer’s Primary Place of Business

Governing Law Court with Jurisdiction

United States*, Canada, Mexico, or a country in Central or South America or the Caribbean

State of Texas, USA, and controlling federal law

State and federal courts in Texas, USA

United Kingdom or a country in the Middle East or Africa

England and Wales Commercial Court in London, England

A Country in Europe, other than United Kingdom

Sweden Sweden

Australia or New Zealand New South Wales, Australia State courts in New South Wales, Australia

A Country in Asia or the Pacific region, other than Australia or New Zealand

Singapore Singapore

*If Customer is a public sector agency or government institution in the United States, the laws of the state in which Customer is located will govern this Agreement and any dispute or action arising out of or related to this EUA or the services.

Dispute Resolution. Ericsson and Customer will attempt to settle any claim or controversy arising out of this EUA through consultation and negotiation in good faith and a spirit of mutual cooperation.

Notwithstanding the above (Governing Law), if Customer’s primary place of business is not in the United States and attempts to resolve through consultation and negotiation fail, then such claim or controversy claim arising out of or relating to this EUA or the existence, validity, breach or termination thereof, whether during or after its term, shall be submitted for arbitration to be administered in Dallas, Texas, USA, by the International Chamber of Commerce (“ICC”). Such arbitration proceedings shall be conducted in English before a single arbitrator if the parties agree to the arbitrator, and except as otherwise provided in this Agreement, shall be conducted in accordance with the then current commercial arbitration rules of the ICC for international arbitration. To initiate arbitration, one of the parties will file the appropriate notice at the ICC. The parties will in good faith agree on the arbitrator. If the parties are unable to agree on an arbitrator, the arbitration panel will consist of three (3) arbitrators, one arbitrator appointed by each of Customer and Ericsson and a third neutral arbitrator appointed by the two arbitrators designated by the parties. Any communication between a party and any arbitrator will be directed to the ICC for transmittal to the arbitrator(s). The parties expressly agree that the arbitrators will be empowered to grant, at either party’s request, injunctive relief. The arbitral award will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrators. The award will (i) be granted and paid in U.S. dollars exclusive of any tax, deduction or offset, and (ii) include interest (which shall accrue at an annual rate of four percent (4%) above LIBOR, from the date of that the award is rendered until it is fully paid. Judgment upon the arbitral award may be entered in any court that has jurisdiction thereof. The arbitrators shall require the attorney’s fees and expenses of the substantially prevailing party to be paid by the other party. Any additional costs, fees or expenses incurred in enforcing the arbitral award will be charged against the party that resists its enforcement. Nothing in this section will prevent either party from resorting to judicial proceedings if (i) good faith efforts to resolve the dispute under these procedures has been unsuccessful, (ii) interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others, (iii) litigation is required to be filed prior to the running of the applicable statute of limitations, or (iv) in the case of the other party’s insolvency or bankruptcy (or similar proceedings). The use of any alternative dispute resolution procedure will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party.

Product Disposal

The parties acknowledge and agree that sound environmental waste treatment of retired/decommissioned products is important. Therefore, the parties have agreed that:

(a) Customer will decommission and deliver to Ericsson’s designated pick-up place in the Original Territory for retired/decommissioned products (the “Pick-Up-Place”), and

(b) Ericsson will collect at the Pick-Up-Place, and arrange for handling in accordance with the EU Directive 2012/19/EU or any corresponding or similar applicable legislation/public regulation (“Recycling Legislation”), all Hardware which previously has been sold to Customer under a Customer Agreement and which is covered by any Recycling Legislation. Both parties shall bear their own cost in connection with this. Risk of loss and damage to the relevant hardware and transfer of title thereto, shall pass to Ericsson upon delivery at the Pick-Up Place.

Other provisions

This EUA constitutes the entire agreement of the parties relating to the subject matter of this EUA. This EUA supersedes all other oral or written agreements, understandings, representations, or courses of dealing relating to the subject matter of this EUA. The headings in this EUA are for convenience only and shall not affect interpretation. The terms of this EUA prevail over any of Customer’s general terms and conditions regardless of whether Customer has submitted its request for proposal, order, or such terms. Ericsson’s provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend this EUA.

Ericsson will not be responsible for securing, allocating, and/or otherwise providing any network radio frequency spectrum in connection with Ericsson Private 5G or this EUA.

Ericsson may offer training to Customer personnel on operating Ericsson Private 5G on terms to be agreed separately.

Customer may not assign any right or transfer any obligation under this EUA unless it has obtained the prior written consent of Ericsson.

Customer will, obtain and maintain all necessary licences and/or approvals needed to use Ericsson Private 5G.

No waiver of satisfaction of a condition or non-performance under this EUA is effective unless it is in writing and signed by the party granting the waiver.

If any provision of this EUA is held to be unenforceable (a) that provision is to be interpreted either by modifying it to the minimum extent to make it enforceable (if permitted by law), or disregarding it (if not);

and (b) the rest of this EUA is to remain in effect as written.

The Personal Data of the parties’ employees and other workforce whose data is provided while carrying out this EUA will only be processed to the limited extent required to administrate the business relation between Ericsson and the Customer. Customer will obtain all necessary consents from, or make all necessary notifications to any employee to allow Ericsson to lawfully process content (including Personal Data) in performing its obligations and exercising its rights under this EUA.

Ericsson may contract portions of its undertakings under this EUA to a Ericsson Affiliate or a subcontractor of Ericsson’s choice. Ericsson is responsible and liable to Customer for the Ericsson Affiliate´s or subcontractor’s performance under this EUA as for its own. Ericsson may re-locate, off-shore or near shore relevant parts of any service provided under this EUA to such Ericsson Affiliate or subcontractor to the extent permitted by applicable law (including any Personal Data requirement). Where arising, Customer authorizes Ericsson to transfer and process Personal Data outside of the Original Territory.

The parties intend that this EUA is to be interpreted as if the parties have negotiated and drafted it jointly.

Any terms that by their nature extend beyond this EUA remain in effect until fulfilled.

Ericsson reserves the right, in its sole discretion, to change, modify, add or remove provisions of this EUA at any time. By using the Service after Ericsson posts any changes to this EUA or otherwise notifies Customer of such changes, Customer agrees to accept those changes, whether or not Customer has reviewed them.

If Customer does not agree to this EUA, Customer should not use the service and Customer should cancel the services.

PART D – DEFINITIONS

In addition to any specific definition set out in the beginning or in other parts of this EUA, the following expressions have the following meanings:

Analytics Data means any and all data, information and result gained, generated, developed and/or derived by Ericsson or Ericsson Affiliate, from or as a result of, the performance of this EUA, including but not limited to insights, recommendations, pre-process results, processed data, data analysis results, data models, trained algorithms, analytics and machine learnings models, aggregated machine learning results, use cases, documentation, automated processes, AI, software, methods, ideas, concepts, know-how and/or intelligent systems (including intellectual property therein).

Approved Source: means (i) Ericsson or (ii) the Ericsson authorized partner, distributor, or reseller from whom Customer acquired Ericsson Private 5G.

Capacity: means the number of subscribers, sims, throughput or other measurement stated to be relevant to the applicable fee described in a Customer Agreement.

Customer Premise Equipment: means equipment which is included as a part of Ericsson Private 5G product packaging and located on Customer premises.

Customer Agreement: means the applicable agreement between Customer and Approved Source regarding the sale and purchase of Ericsson Private 5G.

Defect: means any material defect caused by defective material, workmanship or design which result in a failure of the Hardware or Spare Part to substantially conform to the hardware Specifications.

Design and Operation Related Data: means data related to the design and implementation of Ericsson Private 5G and Management as a Service performance, configuration, and infrastructure (examples include metadata, design traces, crash dumps, logs, alarms, software licenses, node type and related hardware information, performance counters) and data created for the purpose of rendering Ericsson Private 5G and Management as a Service.

Documentation: means all documentation including program documentation, user manuals, handbooks and other materials describing the use, design, installation, operation, and maintenance of the Software.

Ericsson: means Ericsson Enterprise Wireless Solutions, Inc. or the Ericsson company otherwise specified in an order form.

Ericsson Affiliate: means any entity that directly or indirectly controls, is controlled by, or under common control with Ericsson.

Ericsson Private 5G: means the Ericsson Private 5G product as further described in the Ericsson Private 5G Description and Documentation, including but not limited to the Ericsson Private 5G Hardware, Software, Documentation and Management as a Service.

Hardware: means the hardware products supplied by an Approved Source as part of Ericsson Private 5G.

Intellectual Property Rights: means each patent, patent application, patent right granted upon application filed, utility model, registered and unregistered design right, copyright (including the copyright on software in any code), registered and unregistered trademark, trade secret, proprietary know-how, semiconductor mask work, and any other legal intellectual property or industrial right, as well as any application for any such right.

Management as a Service: means the cloud-based management backend services that forms part of Ericsson Private 5G, as updated by Ericsson from time to time, including Ericsson Netcloud Manager Services as applicable.

Network Controllers: means compact, lifecycle managed, networking appliances that provide a complete local cellular core network and manage all Ericsson Private 5G Hardware and Software components at the Customer site.

Personal Data: means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological, mental, economic, cultural or social identity.

Shared-RAN Deployments: means an Ericsson Private 5G deployment where the radio system and its associated hardware and software are not managed by Ericsson under this EUA.

Software: means any Ericsson software that forms part of Ericsson Private 5G, and any Upgrades thereof, made available to Customer by an Approved Source.

Spare Part: means the spare parts of the Hardware.

Specification: means the Ericsson applicable specification, as updated from time to time at Ericsson’s sole discretion.

Original Territory: means the original shipping country or region as listed on Customer’s order for the services and approved by Ericsson.

Upgrades: means all updates, upgrades, bug fixes, error corrections, enhancements, and other modifications to the Software and backup copies thereof.

PART E – SERVICE LEVEL AGREEMENT

This document outlines the Service Level Agreement (SLA) for Ericsson Private 5G as further described in Customer’s subscription governed by the EUA. Anything offered and designated as field trial, trial, demo, proof of concept, limited release, non-commercial, development or lab environment is excluded from service credits and not in scope of this SLA. Moreover, service credits apply only to Ericsson Private 5G as an end-to-end solution. In Shared-RAN Deployments no service level nor credits are applicable to the RAN components, and service credits only apply to Network Controllers.

Ericsson Private 5G Service Levels and Credits

During the term of the EUA and unless otherwise provided therein, Ericsson will provide the Ericsson Private 5G SLA as set forth below for the Customer as applicable under the Service Level Agreement package purchased by the Customer. If Ericsson Private 5G does not meet the Ericsson Private 5G SLA, and if Customer meets its obligations under the EUA, Customer will be eligible to receive the service credits described below. The service credits are Customer’s sole and exclusive remedy for any failure by Ericsson Private 5G, to meet the Ericsson Private 5G SLA.

Ericsson does not warrant that Ericsson Private 5G is without error, or that Ericsson can correct all defects or prevent disruptions or unauthorized access to Ericsson Private 5G.

Definitions and Application

The following definitions are used in the Ericsson Private 5G SLA.

Service Availability

Service availability is measured by Ericsson each calendar month, in accordance with its policies and tools.

The service availability for network service, will be computed based on measurements of uptime of the core and RAN components to cover the end-to-end solution and will be tracked by Software on the system. This will be reported on a periodic basis.

If the service term does not commence on the first day of a calendar month, the service availability will be calculated on the basis of the number of active days within such partial calendar month.

Ericsson Private 5G is dimensioned to be available in accordance with the capacity and characteristics set out in the Product Specifications document. Service availability depends on installation and use, according to Ericsson Private 5G documentation. The Ericsson Private 5G Product Specifications and Technical Product Description documents are available in the portal accessible to partners and Customers.

Maintenance Windows

Ericsson carries out scheduled maintenance activities in accordance with its own policies. Partners and Customers receive advance written notices, no less than one calendar week prior to the intended activities.

Planned Downtime

Within the maintenance window it may be necessary, due to the nature and scope of the maintenance activities, for planned downtime to occur. In cases where planned downtime is to take place and where an interruption of Management as a Service may result, Ericsson will notify partners and Customers no less than one calendar week prior to the planned activities taking place, except in the case of an emergency update being required where planned downtime is necessary as part of the implementation procedure. In the emergency update case, partners and Customers will be notified as soon as reasonably possible.

Key Performanc e Indicator

(KPI)

A type of performance measurement, used to evaluate the success of an organization or of a particular activity in which an organization engages.

Available Availability - refers to the time during a calendar month that network service and/or Management as a Service is available with no Service Interruption.

Unavailable - means the time during which there is a Service Interruption to the network service or Management as a Service.

Committed Minutes

Defined as Available minutes per month minus Excluded Downtime

Service Interruptio n

Service Interruption - means a condition that renders a service unavailable for use and is the responsibility of Ericsson. That is:

• The service is incapable of performing, or is failing to perform, according to specifications.

• The period of time the service is unavailable for use in any given month other than the

Excluded Downtime.

Excluded Downtime

The time during which service is unavailable due to Hardware failures and/or circumstances beyond Ericsson’s control, including from components not provided by Ericsson, acts or omissions not within Ericsson’s responsibility, or failures, delays or outages of third-party providers, internet service providers, or other third-party infrastructure.

Planned downtime for maintenance or installation as the case may be, shall be considered Excluded Downtime. See Maintenance Windows and Planned Downtime for further information.

Downtime, degradation of performance or otherwise in compliance caused by the Customer, users or other third parties other than the parties to the EUA.

Service Availability Level (%)

Defined as: ((Committed Minutes minus Service Interruption) divided by (Committed Minutes))*100.

SLA and Service Credits

Ericsson offers two Service Level Agreement packages for Ericsson Private 5G: Managed Operations – 8/5 SLA and Managed Operations – 24/7 SLA.

Service KPI Formula Managed

Operations

– 8/5 SLA*

Managed Operations –

24/7 SLA

Network services

Service Availability

Availability % = ((Committed Minutes

– Service Interruption minutes for network services) / Committed Minutes) * 100)

≥ 99.90 %

≥ 99.95 %

Managem ent as a Service

Service Availability

Availability % = ((Committed Minutes

– Service Interruption minutes for Management as a Service) / Committed Minutes) * 100)

≥ 99.90 %

≥ 99.95 %

*Managed Operations 8/5 SLA for Customer Premise Equipment can only be during supported hours, i.e. 8- 17 enterprise local time.

If Ericsson Private 5G fails to meet the SLAs as applicable under the Service Level Agreement package purchased by the Customer, Ericsson offers Customer the following service credits, which are provided as credits redeemable against future subscription renewals for the affected Ericsson Private 5G network.

Service KPI Levels Service credits

% of Monthly Subscription Fees*

Network services Service Availability

Managed Operations – 8/5 SLA

95.0 % - 99.90 %

Managed Operations – 24/7 SLA

95.0 % - 99.95 %

10 %

< 95.0% 20 %

Management as a Service

Service Availability

Managed Operations – 8/5 SLA

95.0 % - 99.90 %

Managed Operations – 24/7 SLA

95.0 % - 99.95 %

10 %

< 95.0 % 20 %

*calculated as 1/12 of the annual subscription fees

Service Credit Exclusions

Customers are not entitled to a service credit:

a) For Excluded Downtime;

b) For the period of time service is suspended, where Ericsson reasonably believes that the partner or its Customer is violating or is likely to violate an applicable law with regards to Ericsson Private 5G or there is a general security or operational risk with regards to Ericsson Private 5G;

c) During a 30-day period after the agreed start date for network service and Management as a Service, after completion of the handover procedure as per Ericsson instructions;

d) For any services that are separately contracted with Customers;

e) For any performance issues caused by (i) Force Majeure Events, (ii) late or non-installation of Software updates or upgrades notified and made available by Ericsson to partners and Customers (iii) Customers' equipment or third-party equipment, or both (i.e. not supplied by or within the primary control of Ericsson) (iv) Customers’ internet connectivity issues or failure to connect to Management as a Service; (v) partner and/or Customers´ failure to grant access to Ericsson Private 5G for Ericsson support; or (vi) failure by partner and/or Customer to complete the handover procedure as per Ericsson instructions.

f) For any performance issues caused by partner, or Customer or any person other than Ericsson or its contractor;

g) For any performance issues caused by partner or Customers’ failure to follow Ericsson’s reasonable instructions, including to replace the component(s), causing the service unavailability;

h) When partner or Customer is in material breach of the partner agreement or the customer agreement as appliable, including any period in which Customer has failed to pay any amount due;

i) For any performance issues caused by Customer not using or maintaining Ericsson Private 5G under normal conditions or in accordance with the customer agreement or in accordance with partner information and training.

j) For any performance issues caused by the services and functions on the Customer side of agreed Hardware and Software demarcation points (e.g., SDKs and APIs);

k) For any performance issues caused by Customers’ failure to update their browser in accordance with the product documentation. Ericsson will work to adapt Ericsson Private 5G to any such browser changes as soon as possible.

Customer Must Request Service Credit through an Authorized Channel Partner

Service credit…