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GlobalstarUSA, LLC ("GUSA") Satellite Service Agreement:
GUSA REVISED. FEBRUARY 2004
GLOBALSTAR USA, LLC SERVICE
GENERAL TERMS AND CONDITIONS
This Agreement between Globalstar USA, LLC
(“GUSA”) and Customer is effective upon
Customer’s first use of the Globalstar™ Service.
By using the Globalstar Service, Customer
confirms that (s)he has read and accepted all of
the terms and conditions set forth in this
Agreement. Certain of these General Terms and
Conditions may be modified in whole or in part
by an attached addendum, which is incorporated
into this Agreement.
1. Globalstar Service. The Globalstar Service
comprises the transmission and/or reception of
voice, data or any other service provided to
and/or from Customer through the Globalstar
low-earth orbit satellite (the “Globalstar
System”). The Globalstar Service begins upon
the activation of Customer’s account in
consideration for Customer’s paying the
amounts stipulated in the applicable GUSA
pricing plan then in effect (the terms of which
are incorporated by reference herein). See
Section 3 below. GUSA is not bound by any
additional or different terms and conditions
written or proposed to be written by Customer
unless GUSA expressly acknowledges and
agrees to them in writing.
2. Conditions on Use of the Globalstar
Service.
(a) Customer Representations: The
individual entering into this Agreement
represents and warrants that either: (i) (s)he is
entering into this Agreement as principal and is
the Customer; or (ii) if (s)he is not the Customer,
that (s)he has the express authority to enter into
this Agreement on behalf of and to bind the
Customer to its terms. If the Customer breaches
this latter representation, the individual entering
into this Agreement acknowledges and agrees
that (s)he will be responsible for all obligations
of the Customer.
(b) Credit Verification and Deposit:
Customer authorizes GUSA to obtain credit
information concerning Customer from trade
references and credit reporting agencies and such
other sources as GUSA deems necessary to
augment credit information supplied by
Customer. Based on such credit information,
and other factors GUSA deems relevant to
Customer’s creditworthiness including, without
limitation, Customer’s payment history and/or
usage patterns, GUSA may require Customer to
make a deposit as a payment guarantee. Such
deposit shall be subject to increase or reduction
as GUSA deems necessary in its sole discretion
to ensure timely payment of invoices. Such
deposit shall not accrue interest unless required
by law. GUSA will refund Customer’s deposit
upon termination of the Globalstar Service or
after 12 months from the date the deposit was
made if (1) Customer requests a refund, and (2)
GUSA in its sole discretion has determined
Customer to be creditworthy. If GUSA refunds
the deposit to Customer, the refund will be sent
to Customer by first class U.S. mail to
Customer’s last address according to GUSA’s
records. GUSA may, in its sole discretion,
provide the Globalstar Service to Customer prior
to a credit review without waiving its right to
require a deposit from Customer, and GUSA
may discontinue the Globalstar Service if
Customer does not remit a deposit.
(c) Home Territory: Customer’s Home
Territory means the 48 contiguous States of the
United States of America, portions of Alaska,
and portions of the Caribbean as described on
GUSA’s Internet site, “globalstarusa.com,” as
may be revised or updated from time to time.
(d) Transmission and Capacity
Limitations: Customer understands and
acknowledges that the Globalstar Service is
provided subject to the availability of capacity
on the Globalstar System which is limited by the
space technology involved and availability of
assigned radio spectrum. The Globalstar Service
may become unavailable or limited because of
capacity limitations or emergency preemption by
governmental authorities who have jurisdiction
over the Globalstar System, and may be
interrupted or curtailed by modifications,
upgrades, repairs, and similar activities of
GUSA, GUSA’s parent company, New
Operating Globalstar, or other Globalstar service
providers. New Operating Globalstar has
reserved the right to allocate satellite capacity
among all service providers using the Globalstar
System, including GUSA. The Globalstar
Service is subject to transmission and reception
limitations caused by: (1) the user’s location,
including topographical conditions, whether
man-made or natural, that obstruct the line of
transmission between the user and the Globalstar
System satellites; (2) the condition of the
Globalstar System’s equipment; (3) the
condition of Customer’s Globalstar Terminal;
(4) acts of God, (5) weather conditions,
atmospheric conditions (i.e., space debris, solar
flares, and other atmospheric anomalies or
disturbances), magnetic interference,
environmental and other like conditions.
(e) Globalstar Service Only: Customer
understands and acknowledges that GUSA does
not provide terrestrial cellular or PCS service or
any service other than the Globalstar Service. In
the event that Customer elects to utilize any
service in conjunction with the Globalstar
Service and the Globalstar Terminal, Customer
understands and acknowledges that GUSA is not
responsible for, and neither warrants nor
represents the quality or availability of, such
service and expressly disclaims any warranty
regarding the interoperability of such service
with the Globalstar Service. Provisioning, billing
and use of cellular or PCS service or any other
service available to Customer are Customer’s
responsibility.
(f) Equipment: Customer shall use only
satellite communications equipment that
Globalstar has approved for use in the Globalstar
System and that bears an FCC certification
number or other indication of type certification
from the regulatory authority of the country
where the equipment was purchased. FCC
regulations do not permit use of a Globalstar
handset in an aircraft unless that handset has
a hardwired connection into the cockpit
communications system. EXCEPT AS
OTHERWISE PROVIDED FOR IN THIS
AGREEMENT, GUSA MAKES NO
WARRANTIES WITH RESPECT TO THE
GLOBALSTAR TERMINAL OR OTHER
EQUIPMENT USED BY CUSTOMER IN
CONNECTION WITH THE GLOBALSTAR
SERVICE AND EXPRESSLY DISCLAIMS
ANY AND ALL EXPRESSED AND IMPLIED
WARRANTIES WITH RESPECT THERETO,
INCLUDING WITHOUT LIMITATION, ANY
AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. CUSTOMER’S
REMEDIES FOR ANY AND ALL
WARRANTY CLAIMS WITH RESPECT TO
THE GLOBALSTAR TERMINAL OR OTHER
EQUIPMENT USED BY CUSTOMER IN
CONNECTION WITH THE GLOBALSTAR
SERVICE SHALL BE THOSE PROVIDED IN
THE WARRANTY, IF ANY, WHICH
ACCOMPANIES THE GLOBALSTAR
TERMINAL OR OTHER EQUIPMENT
PROVIDED BY THE MANUFACTURER OR
SUPPLIER OF THE TERMINAL.
(g) Privacy Limitations: Customer
understands that because the Globalstar Service
involves radio technology, voice and data
communications transmitted over the Globalstar
System may not be completely private.
Customer understands that calls to emergency
referral services, such as "911," are typically
recorded and consents to the recording of such
calls. Also, Customer consents to GUSA’s
monitoring and recording Customer’s calls to
GUSA in order to ensure the quality of the
Globalstar Service.
GUSA REV. FEBRUARY 2004
-2-
(h) Abuse and Fraudulent Use: Neither
the Globalstar Service nor any other means of
communication may be used (1) to make foul or
profane expressions, to impersonate another
person with fraudulent or malicious intent, or to
call another person so frequently or at such times
of the day or in any manner so as to annoy,
abuse, threaten or harass, or (2) for any purpose
in violation of law, or (3) in any manner which
interferes unreasonably with the use of the
Globalstar Service by any other customer or with
GUSA’s reasonable ability to provide service to
others. If Customer fails to adhere to these rules
of the Globalstar Service, GUSA may terminate
this Agreement in accordance with Section 4.
(i) Regulatory Authority Affecting this
Agreement: Customer agrees that GUSA may
amend this Agreement upon written notice to
Customer to comply with FCC or other U.S. or
foreign governmental regulatory requirements,
and such amendment(s) does not constitute a
repudiation or breach of this Agreement.
Customer agrees to abide by such amended
terms and requirements as they may affect
his/her performance under this Agreement.
(j) Telephone Numbers: A telephone
number may not be used in more than one
Globalstar Terminal. Customer has no property
right or other continuing right in any assigned
telephone number, and none can be acquired by
usage or otherwise. GUSA reserves the right to
assign, designate, or change any such telephone
number when reasonably necessary in the
conduct of its business. GUSA may reassign the
telephone number formerly held by Customer
immediately upon the deactivation of
Customer’s Globalstar Terminal.
(k) Designation of Authorized User(s):
Customer may notify GUSA at any time of
Customer’s designation of authorized user(s) on
Customer’s account. By so doing, Customer
gives GUSA permission (1) to provide account
information and services directly to such user(s)
to the extent such information and services
would otherwise be available to Customer, and
(2) to make changes to Customer's account as
such user(s) may request from time to time.
Customer agrees to accept financial
responsibility for all decisions and changes made
by such user(s) relating to Customer’s account.
Customer may remove an authorized user(s)
from the account at any time by notifying GUSA
in writing.
(l) Service Orders: GUSA will accept
orders including those which involve the start, a
change, or the discontinuance of the Globalstar
Service only from Customer or a representative
of Customer whose authority is confirmed by
GUSA.
(m) Customer Contact: Customer expressly
grants GUSA the right to contact Customer by
calling Customer’s telephone number or by
leaving a recorded message on Customer’s voice
mail. Customer grants GUSA the right to
examine detailed records of calls made and
received by Customer in order to locate
Customer or to otherwise exercise GUSA’s
rights under this Agreement, provided that
GUSA will not reveal the content of such
records to any other person without proper legal
process.
(n) Toll-Free Calls, and 900 or 976 Calls:
The Globalstar Service is unable to route calls to
regional toll-free numbers or to 900 and 976
prefix numbers or the like, but may be able to
route calls to nationwide toll free numbers with
prefixes such as 800, 877 or 888.
(o) Emergency Referral Service: Unlike
cellular or standard telephone service, GUSA is
not legally required to provide any type of
emergency referral service (the “Referral
Service”), such as “911” service, in connection
with the Globalstar Service. In the event that
GUSA does provide a form of emergency
Referral Service, Customer acknowledges and
agrees, as a condition of its use of Referral
Service, as follows: (1) the provision of Referral
Service is subject to the limitations on liability
and other limitations and provisions contained in
this Agreement; (2) Referral Service is subject to
the same limitations of coverage and network
capacity as other uses of the Globalstar Service
and will not be relied upon as the only means of
communication in emergency situations; (3) no
action or claim whatsoever, whether seeking
damages or any other remedy, will be brought
against any of GUSA, its affiliates and their
respective shareholders, directors, officers,
employees and agents (collectively, “GUSA”) or
any third-party providers assisting GUSA to
provide Referral Service, in respect of any death,
injury, or loss to persons or property incurred by
any person in connection with establishing,
developing, implementing, maintaining,
operating, and otherwise providing Referral
Service, except for claims against any such party
relating to the intentional or willful misconduct
of such party; (4) no action or claim whatsoever,
whether seeking damages or any other remedy,
will be brought against GUSA or the third party
providers in respect of any delay, in action, act
or omission of police, fire or other emergency
personnel contacted through Referral Service;
(5) calls placed using Referral Service will
typically be recorded; (6) notwithstanding that
GUSA may have provided Referral Service on
one or more occasions in a particular location or
locations, there can be no assurance that such
service will be available at other times or in the
same or other locations, nor can there be any
assurance that such service will be available
outside the Home Territory; and (7) Customer’s
location will not be known automatically by the
operator answering a Referral Service call, and
the effectiveness of Referral Service will depend
largely on the accuracy of the information
provided verbally by Customer.
(p) Globalstar Terminal Theft: In the
event Customer’s Globalstar Terminal is lost,
stolen, or otherwise absent from the Customer's
possession or control, Customer shall be liable
for all usage and toll, long distance and roaming
charges originating from Customer’s telephone
number until the loss, theft or other occurrence is
reported to GUSA and for 2 hours thereafter.
Customer shall provide a police report of such
loss or theft upon GUSA’s request. Thereafter,
Customer shall not use the telephone number
assigned to Customer’s Globalstar Terminal
until Customer gives GUSA notice that such
Globalstar Terminal is in the Customer’s
possession and requests restoration of the ability
to use such telephone number. Such restoration
may be subject to a charge. Monthly charges
shall continue until the Globalstar Service is
terminated.
3. Rates, Billing and Payment.
(a) Rates:
(1) Activation Fee. An account activation
fee may be charged as provided in the
Customer’s Globalstar Service Plan or an
addendum hereto.
(2) Applicable rates and charges for the
Home Territory are indicated in the GUSA
pricing plans and service options selected by
Customer. Such rates and charges apply only to
the Globalstar Service provided by GUSA within
the Home Territory, and charges may vary for
roaming in other territories served by the
Globalstar System. All other charges, features
(even if one or more features was offered at the
time of activation with no recurring monthly
feature charge) and services including, but not
limited to, coverage areas, and rounding
practices, are subject to change or
discontinuation upon written notice to Customer.
Customer understands and acknowledges that
the rates being charged under this Agreement
may include discounts in consideration of the
number of Globalstar Terminals in active use by
Customer. Customer agrees that GUSA may
discontinue such discounts should the number of
GUSA REV. FEBRUARY 2004
-3-
Terminals in active use fall below the number
applicable to such discounts. Additionally,
GUSA reserves the right to modify all other
terms and conditions and any pricing plan at any
time by written notice to Customer. Upon such
notice, any changes shall automatically and
without written amendment become part of this
Agreement.
(3) Early-Disconnection Fee. If during
the initial term, the Customer’s agreement is
(i) terminated by Customer for any reason, or
(ii) terminated by GUSA for cause under
Section 4, or (iii) Customer switches from a
Qualified Service Plan to a Non-Qualified
Service Plan, then Customer will be required
to make a lump sum payment of $250.00 due
at the time Globalstar Service is terminated.
“Qualified Service Plans” are Service Plans that
exist within a family of promotional plans as
determined by GUSA.
NOTE: For government agencies who agree
to the terms of the Globalstar/GSA BOA#
GS09K00BHA0029 only, no Early-
Disconnection Fee, Service Plan Change fee or
Activation Fee applies on any plan. An
additional $2.00 per month per line GSA
Administration fee (subject to change) will be
charged and passed through to the General
Services Administration by GUSA.
(4) Service Plan Changes. Customer may
change to any qualifying plan with more
included minutes at no charge and with no
extension of the contract period. Customers
changing to any qualifying plan with fewer
included minutes will incur a $50 administrative
fee and a one-year contract renewal from date of
change.
(b) Billing:
(1) Chargeable time for calls originated
by Customer’s Globalstar Terminal begins when
a connection is established to a Globalstar
System facility and ends when the Globalstar
Terminal disconnects from a Globalstar System
facility (i.e., a few seconds after Customer sends
an END command to the Globalstar System). In
the Home Territory, Customer will not be
charged for unanswered calls unless Customer
places a call to a number that rings unanswered
or signals busy for 60 seconds or more, after
which Customer will be billed for all airtime,
including the first 60 seconds, regardless of
whether a connection is made. Customer may be
charged for busy or unanswered calls when
roaming outside of the Home Territory.
(2) Chargeable time for calls received by
Customer’s Globalstar Terminal begins when a
connection is established between a Globalstar
System facility and the Globalstar Terminal,
provided that the call is answered, and ends
when the Globalstar Terminal disconnects (i.e.,
a few seconds after Customer sends an END
command to the Globalstar System).
(3) Unless GUSA specifies otherwise in
the Addendum hereto or by separate notice to
Customer, Customer will be billed a minimum of
one full minute for each call upon connection.
Thereafter, the Customer will be billed in
fractions of a minute rounded up in 30-second
intervals. For example, if a call lasts only 25
seconds, Customer will be billed for the
minimum one minute; if a call lasts one minute
and 20 seconds, Customer will be billed for one
minute and 30 seconds. If Customer has
selected a rate plan with Bundled Minutes, as
defined in the applicable GUSA rate plan, those
Bundled Minutes will be applied to the Home
Territory airtime used in the earliest part of each
monthly billing cycle. Any unused Bundled
Minutes remaining at the end of any monthly
billing period will not be carried forward or
credited against the next month’s billing period.
(4) GUSA generally produce monthly
bills. Monthly billing periods do not necessarily
correspond to calendar months, and they may
vary in length from approximately 28 to
approximately 32 days. GUSA may change its
billing procedures from time to time, and GUSA
may bill Customer more often than monthly if
GUSA determines that there is a risk of nonpayment
which may be indicated by, among
other things, above-normal Customer usage of
the Globalstar Service or non-payment of a prior
bill when such bill was due and payable.
Customer agrees to review his/her GUSA
invoice to verify accuracy within 90 days of
receipt and notify GUSA promptly of any
discrepancies, failing which the Customer is
deemed to have agreed to the accuracy of that
GUSA invoice.
(5) Applicable federal, state, local and
foreign taxes, fees and surcharges will be added
to Customer’s monthly bill.
(c) Payment: Customer is responsible for
the payment of charges for all services furnished
to Customer, including but not limited to
Globalstar Service access to the Globalstar
System, toll, long distance and roaming.
Customer may pay his/her bill by direct debit,
credit card or by mailing a check or money order
to the remittance address set forth in the invoice
sent to Customer. Payments received after the
due date on the bill may incur a 1.5% per month
(18% per annum) or the maximum rate allowed
by law, whichever is lower, late payment charge
on the past due amount. If payment is returned
or rejected by a bank or other financial
institution for any reason (e.g., non-sufficient
funds, overdrawn account for direct debit, over
the credit limit, expired date on credit card), then
Customer shall pay a $25 return or rejection
charge (or such other fee then being charged by
GUSA). GUSA may refer his/her account, if past
due, to attorneys and/or collection agencies for
further action. Customer shall pay any and all
costs, fees and expenses that GUSA incurs to
collect any charges from Customer, including
without limitation all court costs, attorneys’ fees
and collection agency fees and commissions to
the extent allowed by law. GUSA reserves the
right to interrupt the provision of the Globalstar
Service to Customer at any time without notice
and to require accelerated interim payments in
the event that (1) GUSA deems Customer’s
usage unusual or excessive in relation to
Customer’s security deposit, credit limit and/or
normal usage patterns, or (2) Customer’s
payment is returned or rejected as described
above.
4. Term and Termination.
(a) This Agreement shall begin on the date
that the Customer's account is activated and
continue on a month-to-month basis following
the end of its initial agreed term, if any, until
terminated pursuant to this Agreement.
Notwithstanding any other provision, either
GUSA or Customer may terminate this
Agreement upon 30 days’ written notice to the
other. If Customer fails to pay any sum due for
any service or equipment purchased or leased
from GUSA, or violates the terms, conditions,
laws, rules or regulations governing the use of
service, GUSA may refuse, reduce or
temporarily or permanently terminate the
Globalstar Service (including associated
roaming, long distance and international direct
dialing services). GUSA shall provide Customer
notice of termination of this Agreement in
writing, which notice shall be deemed to have
been given five (5) days after it is placed in the
U.S. mail addressed to Customer’s last known
address, or earlier if by hand delivery. In
addition, GUSA may, without notice and without
incurring any liability, terminate Customer’s
Globalstar Service if (i) GUSA has not received
Customer's first payment by the due date on
Customer's first bill; or (ii) Customer is using the
Globalstar Service in a manner which might
adversely affect GUSA's service to others; or
(iii) a law enforcement agency notifies GUSA
that probable cause exists to believe (1) that
Customer has used or will use the Globalstar
GUSA REV. FEBRUARY 2004
-4-
Service in violation of or to violate the law, and
(2) immediate action is required to protect the
public's health, safety or welfare; or (iv) the
Customer’s ESN/mobile number combination
has been duplicated or is otherwise associated or
potentially associated with the fraudulent use of
service; or (v) a customer or another Globalstar
service provider notifies GUSA that Customer’s
a Globalstar Terminal was reported to be lost or
stolen, or another Globalstar service provider
notifies GUSA that Customer’s Globalstar
Terminal was determined to be associated or
potentially associated with the fraudulent use of
service or disconnected from service for nonpayment
of, or owing unpaid, service charges; or
(vi) GUSA determines that Customer’s
application for the Globalstar Service included
information that was fraudulent, false or
materially incomplete; or (vii) Customer uses
equipment not authorized for use on the
Globalstar System; or (viii) the occurrence of
any event of default under this Agreement. If
GUSA interrupts Globalstar Service for nonpayment,
GUSA may, at its sole option,
reactivate the Globalstar Service upon payment
by Customer in full of the past due amount, any
penalties associated with the late payment, and a
service restoration charge of $15 (or such other
fee then being charged by GUSA), and upon
payment by Customer of a deposit based on
Customer’s payment history.
(b) In addition to its rights stated in this
Agreement, GUSA reserves the right to pursue
any other remedy at law or in equity. All rights
and remedies granted to GUSA are cumulative
and not alternative, and GUSA's failure to
exercise any right or remedy shall not constitute
a waiver of such right or remedy with respect to
any continuing or future default by Customer.
(c) Extension of Agreement Period.
Unless sooner terminated in accordance with the
terms of Customer’s service plan or this
Agreement, or unless extended by Customer to
obtain new, additional or different benefits,
Customer’s Agreement automatically extends on
a month-to-month basis following its initial term
until Customer gives GUSA 30 days’ prior
notice of termination.
5. Warranty, Remedy and Limitation of
Liability.
(a) WARRANTY: CUSTOMER
ACCEPTS THE GLOBALSTAR SERVICE ON
AN "AS IS, WHERE IS" BASIS AND
ACKNOWLEDGES THAT GUSA'S
LIABILITY AND CUSTOMER'S SOLE
RECOURSE IN RESPECT OF ANY FAILURE
OF GUSA TO PROVIDE THE GLOBALSTAR
SERVICES SHALL BE LIMITED AS
PROVIDED IN SUBSECTIONS 5(B) AND (C).
CUSTOMER ACKNOWLEDGES THAT
GUSA DOES NOT WARRANT THAT THE
GLOBALSTAR SERVICE WILL BE
PROVIDED UNINTERRUPTED OR ERRORFREE
AND THAT GUSA DOES NOT
WARRANT THE AVAILABILITY,
RELIABILITY OR ANY OTHER ASPECT OF
THE GLOBALSTAR SERVICE. THE
WARRANTIES AND CONDITION
PROVIDED IN THIS AGREEMENT ARE IN
LIEU OF ALL OTHER WARRANTIES AND
CONDITIONS. THE CUSTOMER HEREBY
WAIVES ALL OTHER WARRANTIES AND
CONDITIONS, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABLE
QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, OR AVAILABILITY OR
RELIABILITY OF THE GLOBALSTAR
SERVICE.
(b) Remedy: Customer agrees that
GUSA’s aggregate liability in connection with
this Agreement and the provision of the
Globalstar Service hereunder, and Customer's
sole and exclusive remedy therefor, shall be
subject to the limits provided in subsection 5(c)
and shall be further limited to the repayment
and/or a credit for the direct damages suffered by
Customer as a result of any unavailability of or
material defects in the Globalstar Service up to
the total amount paid and/or owed by Customer
for the aspects of the Globalstar Service which
were unavailable or materially defective.
(c) Limitation of Liability: GUSA shall
not be liable for any harm, loss, liability,
damage, expense, cost, suit, claim or demand
whatsoever except to the extent attributable
to GUSA’s personnel or ground equipment,
and only to the extent provided for in this
agreement, whether arising in negligence,
tort, statute, equity, contract, common law, or
any other cause of action or legal or equitable
theory. Under no circumstances will GUSA be
liable for any (1) interruptions or defects in
the Globalstar Service which affect Customer
for less than 72 continuous hours, or (2) any
of the limitations of the Globalstar Service
referred to in Section 2 “Conditions on use of
the Globalstar Service,” or (3) indirect,
aggravated, exemplary, punitive, special,
incidental, or consequential damages
(including damages for lost profits, lost
revenues, lost information, business
interruption, failure to realize anticipated
savings or any other commercial or economic
loss), or third party claims, expenses, costs,
liability, loss, or damage whatsoever, whether
arising in negligence, tort, statute, equity,
contract, common law, or any other cause of
action or legal theory, even if Customer
advises GUSA of the possibility of such
damages. Customer agrees, acknowledges
and confirms that the limitations of liability
set out in this Agreement are fair and
reasonable in the commercial circumstances
of this agreement and that GUSA would not
have entered into this Agreement but for
Customer's agreement to limit the GUSA
Parties' and the third party providers’
liability in the manner, and to the extent,
provided for herein. The limitations
contained in subsections 2(o), 5(b) and 5(c)
shall apply even in the event of a breach of
condition, a breach of an essential or
fundamental term or a fundamental breach of
this Agreement, except that the limitations on
direct damages stated in subsection 5(b) shall
not apply in the event of wilful or intentional
misconduct. GUSA assumes no liability for
any harm, loss, liability, damages, expenses,
costs, suit, claim or demand whatsoever
arising from the use of the Globalstar Service
in combination with services, products or
equipment provided by Customer or any
third parties.
(d) When roaming outside the Home
Territory, Customer is also subject to the
limitations of liability that the Globalstar service
provider in that territory imposes upon its
Customers. Customer understands that such
Globalstar service provider may bill airtime
differently than GUSA and that the services
available in other territories may vary from the
services available in the Home Territory.
Customer agrees that while Customer roams,
Customer accepts services provided by the
Globalstar service provider in such territory
on an “AS -IS, WHERE-IS” basis, without
warranty of any kind. Customer understands
that the roaming indicator on Customer’s
Globalstar Terminal may not always represent
Home/roam territory. When traveling outside
the Home Territory, automatic roaming may be
limited due to high levels of fraudulent activity
in the area, the unavailability of the Globalstar
System or other factors.
6. Customer Indemnity. Customer agrees to
indemnify, hold harmless, and defend GUSA
against any claims resulting from or relating to
Customer’s breach of this Agreement or misuse
of the Globalstar Service or Globalstar Terminal
or other equipment used in connection with the
Globalstar Service. Customer agrees to
reimburse GUSA for any and all costs and
reasonable attorneys’ fees incurred by GUSA in
defending any claims resulting from or relating
to Customer’s breach of this agreement or
misuse of the Globalstar Service or the
GUSA REV. FEBRUARY 2004
-5-
Globalstar Terminal or other equipment used in
connection with the Globalstar Service.
7. General.
(a) Assignment: Customer may not assign
this Agreement, nor any of Customer’s rights
and obligations, to any other person, firm,
agency, corporation or other legal entity without
the prior approval of GUSA, provided, however,
that if Customer is a corporation, partnership or
limited liability company, Customer may assign
this Agreement, including Customer’s
obligations under it, pursuant to a sale of
Customer’s assets or a transfer of control of
Customer’s business (a “permitted assignment”).
(b) Successors and Assigns: This
Agreement shall be binding upon and shall inure
to the benefit of the parties and their permitted
assigns. Except as provided in subsection 7(d),
nothing contained herein will be deemed to
create any third-party beneficiaries or confer any
benefit or rights on or to any person not a party
hereto, and no person not a party shall be entitled
to enforce any provisions hereof or exercise any
rights under this Agreement.
(c) Third Party Beneficiary: Customer
acknowledges and agrees that the GUSA Parties
and the Third Party Providers shall be third party
beneficiaries of the provisions of this Agreement
which serve to limit the liability of the GUSA
Parties and Third Party Providers.
(d) Governing Law: This Agreement is
governed by the laws of the State of California
and applicable federal laws.
(e) Survival: The termination of this
Agreement or the permitted assignment of a
party's interest shall not affect or prejudice any
rights or obligations which have accrued or
arisen under this Agreement prior to the time of
termination or permitted assignment, as the case
may be, and such rights and obligations shall
survive the termination or permitted assignment
of this Agreement. The following provisions of
this Agreement shall survive the termination (for
whatever cause or reason) or any permitted
assignment of this Agreement, in addition to any
other provisions which survive by operation of
law: subsections 2(o), 3(c), 7(a), 7(b), 7(c), 7(d),
7(e), 7(f) and 7(h); and Sections 5 and 6.
(f) Waiver and Severability:
(1) Neither the waiver by either of the
parties of a breach of or a default under any of
the terms and conditions of this Agreement, nor
the failure of either of the parties, on one or
more occasions, to enforce any of the provisions
of this Agreement or to exercise any right or
privilege hereunder, shall thereafter be construed
as a waiver of any subsequent breach or default
of a similar nature, or as a waiver of any
provisions, rights, or privileges.
(2) If any provision of this Agreement is
held by any court or administrative body of
competent jurisdiction to be invalid or
unenforceable in any respect, the invalidity or
unenforceability of such provision shall not
affect any other provision of this Agreement.
(g) Notice: In the event Customer desires
to provide written notice to GUSA, as required
by any of the Terms and Conditions herein or for
any other reason, including any communication
from Customer regarding disputed invoices, and
any instrument tendered as full satisfaction of a
debt, must be sent by Customer to GUSA by
certified mail to following applicable address:
Globalstar USA, L.L.C., Customer Care Department, 3110 Zanker Road, San Jose, CA
95134.
(h) Entire Agreement: These terms and
conditions contain the entire Agreement between
GUSA and Customer superseding all prior
agreements whether oral or written (except as
provided at the top of this Agreement).
Customer acknowledges that (s)he has relied
on no oral or written representations made by
or on behalf of GUSA or any employee,
director, officer or agent of GUSA that are
not incorporated into this document.
ADDENDUM: A Aviation Services Amendments:
Section 3.(a).(1) Customer’s account activation fee for aviation applications is US $99.00.
Section 3. (3) (NOTE): Globalstar/GSA Blanket Order Agreement # GS09K00BHA0029 does not apply
to Aviation Services at this time. |
