Reseller terms and conditions of sale

1. Applicability

(a) These reseller terms and conditions of sale apply to purchases of Inseego® branded products made directly from Inseego Wireless, Inc. and the resale of such products, unless both parties have signed a written contract covering the purchase and resale of the products, in which case the terms of the contract will govern to the extent they are inconsistent with these terms. These terms do not apply if the reseller is buying products for its own internal end use.

(b) Purchases made from authorized distributors or resellers will also be subject to terms and conditions of sale as may be separately established by each such distributor or reseller, which are not binding upon Inseego unless otherwise expressly agreed to. These terms are as in effect at the time of publication and are subject to change at any time.

2. Acceptance of Terms

(a) These terms govern the sale or licensing by Inseego of all goods and services ("Products") furnished to reseller hereunder, whether such sale or licensing is effected by paper-based transactions or via e-mail or other forms of electronic data interchange or electronic commerce, and represents the entire agreement between reseller and Inseego with respect thereto. Reseller's receipt or acceptance of delivery of any Products for resale will constitute its acceptance of these terms. No addition or modification to these terms will be binding on Inseego unless agreed to by Inseego in writing. Inseego objects to and rejects other terms and conditions that may be proposed by reseller or that appear on or are referenced in reseller's purchase order or requisition that are in addition to or otherwise inconsistent with these terms.

3. Price

(a) All prices published by Inseego or quoted by Inseego’s representatives may be changed at any time without notice. All prices quoted by Inseego or Inseego’s representatives are valid for 30 days, unless otherwise stated in writing. All prices for the Products will be as specified by Inseego or, if no price has been specified or quoted, will be Inseego’s price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Inseego’s original price quotation.

4. Taxes and Other Charges

(a) Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by reseller. If reseller claims any exemption, reseller must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.

5. Terms of Payment

(a) Unless otherwise agreed by Inseego in writing, payment shall be net thirty 30 days from the date of invoice. If reseller fails to pay any amounts when due, reseller shall pay Inseego interest thereon at a periodic rate of 1.5% per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by Inseego in collecting such overdue amounts or otherwise enforcing Inseego’s rights hereunder. Inseego reserves the right to require from reseller full or partial payment in advance, or other security that is satisfactory to Inseego, at any time that Inseego believes in good faith that reseller's financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars.

6. Delivery; Cancellation or Changes by Reseller

(a) All Inseego deliveries of the Products shall be made ExWorks (EXW) Inseego’s warehouse (Incoterms 2020). Inseego will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Inseego reserves the right to stop delivery of any Products in transit and to withhold shipments in whole or in part if reseller fails to make any payment to Inseego when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Inseego will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Inseego’s reasonable control. In the event of a delay due to any cause beyond Inseego’s reasonable control, Inseego reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and reseller will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. The Products as to which delivery is delayed due to any cause within reseller's control may be placed in storage by Inseego at reseller's risk and expense and for reseller's account. Orders in process may be canceled only with Inseego’s written consent and upon payment of Inseego’s cancellation charges. Orders in process may not be changed except with Inseego’s written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefore.

7. No Returns

(a) All sales are final. Neither reseller nor any end users may return the Products to Inseego except as expressly permitted by Inseego’s standard limited warranty, which can be found in the applicable User Guide. Credit will not be allowed for any Products returned without the prior written consent of Inseego.

8. Title and Risk of Loss

(a) Notwithstanding anything implied above regarding delivery and subject to Inseego’s right to stop delivery of any Products in transit, title to and risk of loss of the Products will pass to reseller upon delivery of possession of the Products by Inseego to the carrier, except that title to any software incorporated within or forming a part of the Products shall at all times remain with Inseego or the licensor(s) thereof, as the case may be.

9. Limited Warranty

(a) INSEEGO MAKES NO WARRANTIES TO RESELLER UNDER THIS AGREEMENT. RESELLER UNDERSTANDS THAT END USER WARRANTIES MAY BE FOUND IN THE END USER DOCUMENTATION PROVIDED WITH THE PRODUCTS OR INSEEGO’S APPLICABLE LIMITED WARRANTY STATEMENT WHICH CAN BE FOUND IN THE APPLICABLE USER GUIDE. Reseller shall not make any warranty on Inseego’s behalf. Reseller is solely responsible for, and shall indemnify and hold Inseego harmless from any claims related to, any warranty, which reseller grants that is beyond Inseego’s standard end user limited warranties described in this paragraph.

(b) EXCEPT FOR INSEEGO’S STANDARD LIMITED WARRANTY, INSEEGO MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, AND INSEEGO SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.

10. Resale of Third Party Branded Products and Services

(a) Notwithstanding the foregoing, any Products supplied by Inseego that are obtained by Inseego from an original manufacturer or third party supplier are not warranted by Inseego, but Inseego agrees to assign to end users any warranty rights in such Products that Inseego may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.

11. Indemnification

(a) Reseller shall indemnify, defend and hold harmless Inseego, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of reseller, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Inseego where the Product itself would not be infringing; (iii) Inseego’s compliance with designs, specifications or instructions supplied to Inseego by reseller; (iv) use of a Product in an application or environment for which it was not designed; or (vi) modifications of a Product by anyone other than Inseego without Inseego’s prior written approval.

12. Limitation of Liability

(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF INSEEGO UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE THERETOFORE PAID BY RESELLER TO INSEEGO WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL INSEEGO BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER INSEEGO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT.

13. Export Restrictions

(a) Reseller acknowledges that each Product and any related software and technology, including technical information supplied by Inseego or contained in documents (collectively "Items"), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Reseller shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re- export, and import of any Item. Reseller shall not, without first obtaining the required license to do so from the appropriate U.S. government agency: (1) export or re-export any Item; or (2) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Reseller shall cooperate fully with Inseego in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Inseego harmless from, or in connection with, any violation of this paragraph by reseller or its employees, consultants, agents, or customers.

14. Resale Pricing

(a) Reseller is free to determine and set resale pricing of the Products.

15. Intellectual Property

(a) Reseller may use the “Inseego” name and the names of Inseego Products (collectively, “Names”) solely for the purpose of accurately identifying the Inseego Products reseller markets or sells under these terms. Reseller shall not use any of the Names for any other purpose, and shall not use any other Inseego trademarks, services marks, logos, or copyrighted works, unless and to the extent Reseller is expressly granted such usage right by Inseego. Reseller agrees to change or correct, at its own expense, any materials or activity that Inseego decides is inaccurate, objectionable or misleading, or is a misuse of any of the Names, trademarks, service marks, logos, or copyrighted works. Reseller is prohibited from using Inseego’s logos, referring to itself as an authorized reseller of Inseego, or creating the impression that Inseego is affiliated with Reseller, other than as expressly permitted by the terms of a separate agreement with Inseego. Reseller shall not claim or imply or create an impression that Reseller and Inseego are legal partners or that Inseego has sponsored, authorized, approved, or endorsed Reseller’s business or any offer or marketing, advertising, or promotion thereof in any manner. Reseller will clearly and prominently identify itself in all reseller’s offers and advertising, marketing, and promotional materials. Reseller may not register or use any domain name or business name containing or confusingly similar to any name or mark of Inseego. Additionally, reseller may not use any Names or Inseego marks in search engine advertising, either as a keyword or in advertisements appearing on search engines or in email addresses, without Inseego’s prior written permission.

(b) All right, title and interest in and to the intellectual property rights in Inseego Products belong solely and exclusively to Inseego, and reseller has no rights whatsoever in any of the foregoing.

(c) Inseego reserves the right to revise or discontinue any Product offering at any time without notice to reseller or the end user.

16. Responsibilities as a Reseller

(a) In addition to reseller’s other obligations set forth in these terms, reseller is responsible for the following:

(i) Reseller will provide each end user with appropriate product warranty statements, registration cards, end user license agreements and other materials that Inseego includes with its shipments of the Products to reseller.

(ii) At all times, reseller shall conduct business in a manner which reflects favorably on the Products and goodwill and reputation of Inseego. In reseller’s marketing and sales of the Products, reseller will conduct reseller’s business in an ethical manner and avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper. Reseller shall not make any false or misleading statement concerning Inseego or any Products or Services in any of reseller’s advertising, marketing or promotional materials or in any content. Reseller shall comply with all laws and regulations applicable to reseller’s activities in connection with these terms, including reseller’s marketing and sale of the Products.

(iii) Reseller agrees to comply with all anti-corruption or anti-bribery laws in effect in jurisdictions where reseller markets or sells Inseego products, including the Foreign Corrupt Practices Act of the United States.

17. Miscellaneous

(a) The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, USA, in any action arising out of or relating to these terms and waives any other venue to which it may be entitled by domicile or otherwise.

(b) In the event of any legal proceeding between Inseego and reseller relating to these terms, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury.

(c) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded.

(d) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain.

(e) Inseego’s failure to enforce, or Inseego’s waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision.

(f) Unless otherwise expressly stated on the Product or in the documentation accompanying the Product, the Product is not designed for use in life support equipment or activities. Reseller and end users using or selling such Products for use in life support equipment do so at their own absolute risk.

(g) Inseego shall not be liable for any damages or penalty for delay in delivery or for any other failure to perform in accordance with these terms if such delay or failure to perform is due in whole or in part to factors beyond Inseego’s reasonable control, including, but not limited to, delay in transportation or delay in delivery by Inseego’s vendors.

(h) These terms constitute the entire agreement between Inseego and reseller. Inseego’s offer to sell is expressly limited to these terms. Inseego shall not be bound by any terms of reseller’s order which add to, modify, or are in any way different from these terms.

Revision Date

This Agreement was last revised on June 9, 2025.

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