Billing Policy 2019

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MOSYLE MANAGER BILLING POLICY

Effective date: March 21, 2019

This policy sets forth the billing related terms and conditions(“Policy”) of Mosyle Corporation (“Company”) for customers of Mosyle Manager available on http://manager.mosyle.com (“Mosyle Manager”) and who elect to purchase our Premium Package (the “Premium Package”). Although we do not wish to be overly formal in our relationship with our customers, we have found it to be useful to address in some detail the terms of our billing procedure. The Policy remains subject to the Terms of Service which appears on http://manager.mosyle.com/legal/terms (“TOS”). Capitalized terms that are not otherwise defined herein have the meaning ascribed to them in the TOS. In this Policy, the words “you” and “your” refer to each Mosyle Manager customer, visitor or user; and “we”, “us” and “our” refers to Company; and “Services” refers to all services provided by us through Mosyle Manager. If you submit an order to purchase the Premium Package, you signify your consent to this Policy as well as the TOS.

BILLING FOR MANAGED DEVICES

In order to have access to all features included on the Premium Package of Mosyle Manager, you need to purchase licenses for all devices that you are planning to manage with Mosyle Manager. The billing for the Premium Package is charged based on the number of Managed Devices.

When purchasing licenses for the Premium Package for its Managed Devices for the first time, you will need to choose between one of two methods offered by Company: Subscription Licenses or Device-Assigned Licenses. A minimum of 30 licenses is required for an initial purchase or renewal of licenses for the Premium Package of Mosyle Manager.

Only one method can be selected by you for your account. The selected method will be applied to all of your current and future Managed Devices. For the purposes of this Policy, the term “Managed Devices” includes all the mobile devices that were enrolled on your customer account on Mosyle Manager.

You cannot have Managed Devices under different licensing methods on the same account. If you have already selected one method and want to switch, please contact our team at: finance@mosyle.com.

1. SUBSCRIPTION LICENSES

The Subscription Licenses method is charged based on the number of Managed Devices that receive any remote command through or originating with Mosyle Manager, automatically or manually, during the billing period.

By using the Subscription Licenses method, the licenses are not assigned to specific devices, and you can replace Managed Devices without the need of purchasing additional licenses by releasing licenses currently in use through a Proper Removal (defined below).

Except with respect to a “Proper Removal”, as defined below, a device will be charged even if the enrollment profile, which enabled such remote communication, was manually removed from the device or the device was formatted or wiped after the enrollment.

To remove a device from the list of Managed Devices and to avoid further charges under the Subscription License method for a specific Managed Device, you, through an authorized Administrator user, must log in to Mosyle Manager, click on the Management tab on the bottom bar, select “Devices (Bulk Operations)” on the menu, select a device and click on “Remove Device / Remove MDM” (each, a “Proper Removal”).

1.1. Monthly Subscription - Legacy

The Monthly Subscription was discontinued by Company and the rules below only apply to legacy accounts that had subscribed to the Monthly Subscription when it was offered and have not canceled the Monthly Subscription.

For Monthly Subscriptions, the only payment method accepted by Company, regardless of the number of Managed Devices, is a valid credit/debit card that you have registered on Mosyle Manager. Monthly Subscription billing is based on the availability of products and services, not based on usage.

All recurring subscription premium accounts are set up on a prepaid basis, and payment must be received by Company before any billable product or service is provided or activated. All recurring subscriptions are automatically invoiced and charged to the credit/debit card on file. Payment receipts will be emailed to the Administrator user who initially provided the credit/debit card details and completed the subscription. On the Subscriptions tab, Administrators can find the invoices, receipts, and the list of charged Managed Devices for the preceding 12 months.

Invoices are generated, and the credit/debit cards are automatically charged, during the first 5 days of each month (billing period) and will include the prepaid value for the month for all Managed Devices on your account for that month plus the value of the Managed Devices added during the prior month and not previously charged. All Managed Devices will be billed for the entire month during which such Managed Devices are removed pursuant to a Proper Removal or new enrollment, regardless of the actual number of days such Managed Devices actually remotely communicate with Mosyle Manager.

For the first month of recurring Monthly Subscription to the Premium Package, the following rules will apply:

If the Monthly Subscription is made before or on the 20th day of the month, Company will charge the full price per device for the subscription month regardless of the number of days that such Managed Devices actually remotely communicate with Mosyle Manager. Company will not prorate the cost of unused days;

If the Monthly Subscription is made after the 20th day of the month, Company will not charge for the remainder of that month and the first billing period will start on the first day of the following month.

On each billing date, Company will invoice and charge you based on the largest number of Managed Devices during the billing period.

Cancellation of Monthly Subscription: You must cancel your Monthly Subscription to the Premium Package at least 10 days prior to Company’s next scheduled billing date to avoid being charged for the month to which the invoice corresponds on such billing date. In the event of cancellation of a Monthly Subscription, Company will provide you with continued access to the Premium Package features through the end of your final billing period. Company will not prorate or refund any portion of the subscription fees. The extent Company’s final invoice to a customer that cancels the Monthly Subscription does not reflect the actual number of Managed Devices being used by the canceling customer, Company will generate a supplemental invoice and charge the credit card registered with Company for all Managed Devices that were not included on the initial invoice.

1.2. Annual or Multi-Year Subscriptions

You may subscribe to the Premium Package through Annual or Multi-Year Subscriptions offered by Company.

For Annual or Multi-Year Subscriptions, the following payment methods are accepted subject to the following conditions:

Credit/Debit Card: for all customers and number of devices. Customers are required to keep a valid credit/debit card on file to applicable charges; or

Check or Wire Transfer: only for customers legally established to do business in the United States and for accounts with more than 200 devices.

Annual or Multi-Year Subscription billing is based on the availability of products and services, not based on usage. Annual or Multi-Year Subscriptions to the Premium Package are set up on a prepaid basis and must be received by Company on or before the due dates specified on each invoice.

On the Subscriptions tab, Administrators can find the invoices, receipts, and the list of charged Managed Devices for the preceding 12 months.

Company will charge you for all Managed Devices added during any specific subscription period based on a pro-rated cost calculated according to the number of months in any subscription period during which month the Managed Device was capable of communicating with Mosyle Manager regardless of whether the Managed Device affects any such communication. For these Managed Devices, invoices will be generated automatically within the first 5 days of each month.

You agree that, for administrative convenience, and without waiving any rights that Company may have, Company may defer sending an invoice until the accrued fees owed by you with respect to Managed Devices and related charges exceed $30 US.

For customers paying using credit/debit card, the card will be automatically charged. If Company is not able to collect the outstanding fees owed by you by charging the your credit/debit card associated with your account, and such delinquency continues for more than 15 days from the date on which Company initially charged the credit/debit card, the Annual or Multi-Year Subscription of the Premium Package will be automatically converted to the "Frozen Status" (as defined below).

For customers paying by Check or Wire Transfers, an invoice will be automatically generated and sent to all Administrators with the applicable payment instructions.

Example of calculating additional devices follows:

Ex: On August 1, 2018 customer purchased an Annual Subscription to the Premium Package for 300 devices and paid $5.50 (example) per device, with a total of $1,650.00. The Annual Subscription will expire on July 31, 2019. In December (any day of the month) customer added five more devices. On January 1, 2019 Company invoiced customer for the five additional devices at a rate of 1/12 of the full annual price per month until July 31, 2019 and charged the credit/debit card on customer’s account for $3.66 per device, with a total of $18.30. The customer then has the right to use the Premium Package features and services for 305 devices until July 31, 2019.

Company will not prorate a refund for Managed Devices removed after the payment Annual or Multi-year Subscriptions.

If you want to replace devices, you must remove a device before enrolling a new one to avoid any additional device charges. To remove a device from the list of Managed Devices and avoid charges, you must complete a Proper Removal (as defined above).

Automatic Renewal of Annual and Multi-Year Subscription: Between 45 and 15 days prior the end of an Annual or Multi-Year Subscriptions period for a Premium Package, a customer (through an Administrator user) can navigate to the Subscriptions tab and opt to cancel and not renew the Premium Package for the next year, adjust the number of devices, change the payment method for the next period, or switch to a different subscription period offered by Company. If any change on prices is applicable, Company will email all the Administrators and place alerts on the Mosyle Manager software.

If you fail to cancel or modify the Annual or Multi-year Subscriptions for the Premium Package, as described above, prior to the fifteenth day preceding the expiration date of an existing Annual or Multi-year Subscriptions, Company will automatically renew the Annual or Multi-year Subscriptions for the Premium Package based on the number of Managed Devices verified on that day. For customers paying by credit/debit card, Company will automatically charge the credit/debit card for the amount of the renewed subscription fee. For customers paying by Check or Wire Transfers, Company will email for all Administrators the invoice with the applicable payment instructions.

In the event that you elect to cancel or modify an Annual or Multi-year Subscriptions of a Premium Package, as set forth above, or add new Managed Devices in the month preceding such cancellation or modification, Company will generate an invoice and charge you for the additional Managed Devices to the extent that such additional Managed Devices were not previously invoiced.

Frozen Status: For cases when an invoice is not paid on the due date for customers paying with Check or Wire Transfer, or when Company is not able to charge the credit/debit card for more than 15 days, Company will suspend your access to the Premium Package features and services and convert it to “Frozen Status”. The 15 day period is counted from the 16th day after the applicable payment is due.

During the “Frozen Status” period, you will not have access to the Premium Package features or services, and will only have the right to use the free features of Mosyle Manager for all Managed Devices. During the first 15 days of the Frozen Status period, you will be able to continue accessing Premium Package features and services. If you pay during the first 15 days of the Frozen Status period, those days will be automatically added to the expiration date. If the outstanding amounts owed are not paid during the first 15 days of Frozen Status but are subsequently paid, you will have access to the Premium Package features but no days will be added to the initial expiration date of your subscription.

Examples of the “Frozen Status” restriction are as follows:

Case 1: The annual subscription of the Premium Package was made on August 1, 2018 and the expiration date is July 31, 2019. On October 1, 2018 Company invoiced the customer for 10 devices added in September 2018 but Company did not get payment. On October 16, 2018 the customer’s subscription was converted to Frozen Status, and the customer access to the Premium Package features and services was suspended. After 10 days of Frozen Status, the customer paid the outstanding amounts due. The account returned to Active Status with access to all Premium Package features and 10 days was added to the license term so that the final expiration date is August 10, 2019.

Case 2: The annual subscription of the Premium Package was made on August 1, 2018 and the expiration date is July 31, 2019. On October 1, 2018 Company invoiced the customer for 10 devices added in September 2018 but Company did not receive any payment. On October 16, 2018, the customer’s subscription was converted to Frozen Status, and the customer access to Premium Package features was suspended. After 25 days of Frozen Status, the customer paid the outstanding amounts due for the additional devices. Upon Company’s receipt of such payment, the account returned to Active Status. No days were added to the Premium Package subscription term as a result of the “Frozen Status” period.

2. DEVICE-ASSIGNED LICENSES

Company also currently offers the Device-Assigned Licenses method.

By choosing the Device-Assigned Licenses method, a license will be automatically assigned to a specific Managed Device, by using its serial number, upon the first enrollment of that specific Managed Device on your account.

After the initial assignment of a Device-Assigned license to a Managed Device, the Device-Assigned license will remain valid while that device will remain an active Managed Device with Mosyle Manager.

In order to continue as an active Managed Device with Mosyle Manager, the device:

Cannot be removed from Mosyle Manager by using a Proper Removal;

Must communicate with Mosyle Manager at least 1 time during the previous 12 months. A device will be considered as not communicated if it is listed and included in the “No Connection Alert” as shown below for 12 consecutive months.

For the Device-Assigned license, the following payment methods are subject to the following conditions:

Credit/Debit Card: for all customers and number of devices. Customers are required to keep a valid credit/debit card on file to applicable charges.

Check or Wire Transfer: only for customers legally established to do business in the United States and for accounts with more than 200 devices.

Subscription billing is based on the availability of products and services, not based on usage. Device-Assigned licenses to the Premium Package are set up on a prepaid basis and must be received by Company on or before the due dates specified on each invoice.

On the Subscriptions tab, Administrators can find the invoices, receipts, and the list of charged Managed Devices for the preceding 12 months.

If no license is available and a new Managed Device is enrolled for the first time, Company will automatically create and assign a license to the new Managed Device and charge you for all additional Managed Devices added during any specific month, by invoicing automatically during the first five days of the following month.

For customers paying using credit/debit card, the card will be automatically charged. If Company is not able to collect the outstanding fees owed by you by charging the credit/debit card associated with your account, and such delinquency continues for more than 15 days from the date on which Company initially charged the credit/debit card, your account will be automatically converted to the "Frozen Status" status (as defined above).

For customers paying by Check or Wire Transfers, an invoice will be automatically generated and sent to all Administrators with the applicable payment instructions.

Company will not prorate a refund for Managed Devices removed after the payment of Device-Assigned Licenses.

Transferring Device-Assigned Licenses: Once a license is assigned to a Managed Device as described above, the license cannot be transferred to any other Managed Device.

If a Managed Device is replaced under an applicable warranty from the device manufacturer or other warranty provider, please contact our team at finance@mosyle.com.

Device OS Support: Mosyle Manager will remain compatible with the 2 most current versions of the device OS only.

3. CANCELLATION OF CREDIT CARD

Cancellation of the credit card that you have registered with Company and to which the applicable subscription fee is to be billed is not a proper manner of terminating your subscription to the Premium Package.

4. BILLING DISPUTES

You may object to any amounts for the Premium Package invoiced to you at any time before, at the time of, or after payment is made, provided such objection is made in writing to Company no later than 10 days following the invoice date. If you do not report a dispute within 10 days following the date of the applicable invoice, you shall have waived your right to dispute the invoice. You and Company agree to resolve all billing and payment disputes in good faith. Any disputed amounts resolved in favor of you shall be credited to your account on the next invoice following resolution of the dispute. Any disputed amounts determined to be payable to Company shall be due within 10 days of the resolution of the dispute.

5. REFUNDS

Subscription fees are nonrefundable and will not be prorated unless otherwise specified herein.