INDEPENDENT IoT CONSULTANT AGREEMENT

This Independent IoT Consultant Agreement (this “Agreement”) is by and between myDevices, Inc., 3900 W Alameda Avenue, Suite 1200, Burbank, California 91505 (“myDevices”), and the person or entity that clicks the “I Accept” button that is presented with this Agreement (“IoT Consultant”). This Agreement takes effect when IoT Consultant clicks the “I Accept” button that is presented with this Agreement (the “Effective Date”).  For purposes of this Agreement, myDevices and IoT Consultant are each a “Party,” and, collectively, the “Parties.”

PLEASE NOTE THAT THE SECTION LABELED “CLASS-ACTION WAIVER AND AGREEMENT TO BINDING ARBITRATION” BELOW CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS THE PARTIES’ RIGHTS RELATING TO ANY DISPUTE BETWEEN THEM.

This Agreement was written in English (US). To the extent to which any translated version of this Agreement conflicts with the English language version, the English language version controls.

The person clicking the “I Accept” button that is presented with this Agreement hereby represents and warrants to myDevices that he/she is legally able to enter into enforceable contracts on behalf of IoT Consultant, and has the legal authority to bind IoT Consultant.  In the event that IoT Consultant does not agree to all of the terms of this Agreement, IoT Consultant should not click the “I Accept” button that is presented with this Agreement. If IoT Consultant does not accept this Agreement, IoT Consultant will not have access to the Product. By clicking the “I Accept” button that is presented with this Agreement IoT Consultant agrees: (i) to be bound by the terms of this Agreement, including its warranty disclaimers, limitations of liability and termination provisions; and (ii) this Agreement is enforceable like any written agreement negotiated and signed by IoT Consultant.

myDevices reserves the right to change the terms and conditions of this Agreement at any time, effective immediately upon posting to its website or by communicating such changes in any manner which it reasonably believes will provide notice thereof to IoT Consultant. The continued action by IoT Consultant to market the Products following the posting of changes to this Agreement constitutes his/her acceptance of such changes.

In consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

• myDevices is an Internet of Things solutions company that accelerates IoT development and empowers enterprises to design, prototype, and commercialize IoT solutions, and IoT Consultant is in the business of distributing computer software and hardware; and

• The Parties wish to enter into this Agreement, pursuant to which IoT Consultant may solicit, and myDevices may fulfill, orders for the Product(s).

Now, therefore, in consideration of the foregoing recitals, and the covenants, representations and warranties of the Parties set forth in this Agreement, the Parties hereby agree as follows:

1. Appointment as IoT Consultant. 
   1. Appointment.  myDevices hereby appoints IoT Consultant, and IoT Consultant hereby accepts such non-transferrable appointment, as an independent and non-exclusive sales consultant, at IoT Consultant’s sole expense, of the Product solely to end user customers of Products (each, an “End User Customer”), provided that IoT Consultant complies with all of the covenants, representations and warranties of it set forth in this Agreement.  Without limiting the generality of the foregoing: (i) such appointment is limited to the non-exclusive right to market such Products only to End User Customers; (ii) IoT Consultant will not have the right to, and will not, market or distribute Products other than to End User Customers, or offer for sale, or facilitate the offering for sale, of any Products through any intermediary, such as a retail store, eBay, Amazon, etc.
   2. Agency Relationship.  The relationship between the Parties established by this Agreement will be solely that of principal and agent, and all rights and powers not expressly granted to the IoT Consultant are expressly reserved to myDevices.  The IoT Consultant will have no right, power or authority in any way to bind myDevices to the fulfillment of any condition not herein contained, or to any contract or obligation, expressed or implied.
   3. Reserved Rights.  All rights not specifically and expressly granted by myDevices to IoT Consultant in this Agreement are reserved by myDevices.  Without limiting the generality of the foregoing, myDevices reserves the right to market Products to or through any other person or entity in its sole discretion, and IoT Consultant obtains no exclusive rights in any geographic area, customer group, technical market or Product.
2. Orders.  myDevices will accept, reject, cancel and ship orders, or not, in its sole and absolute discretion.
3. IoT Consultant Obligations.
   1. Marketing Efforts.  IoT Consultant will use his/her best efforts to promote, vigorously and aggressively, the marketing and distribution of the Product to End User Customers through a concerted effort to distribute, service and support the Product.  To that end, IoT Consultant will conspicuously identify themselves as an independent IoT Consultant in all advertising, telephone directory listings, promotional material, social media postings, and other forums in which they promote any Product(s), and will be solely responsible for the content of all material that they produce in relation thereto.
   2. Marketing Practices.  IoT Consultant will: (i) conduct business in a manner that reflects favorably at all times on the Product and the good name, goodwill and reputation of myDevices; (ii) not employ deceptive, misleading or unethical practices that are or might be detrimental to myDevices, the Product or the public, including disparagement of myDevices or the Product; (iii) not make any false or misleading representations with regard to myDevices or the Product; (iv) not publish or employ, or cooperate in the publication or employment, of advertising material that is deceptive, misleading, sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), graphically violent, solicitous of any unlawful behavior, comprising personal attacks on any individual, group, or entity, or in violation of any intellectual property rights of the myDevices or any third party; (v) not make any representations, warranties or guaranties to anyone with respect to the specifications, features or capabilities of the Product that are inconsistent with the literature distributed by myDevices, including all warranties and disclaimers contained in such literature; and (vi) not engage in illegal or deceptive trade practices, such as bait and switch techniques, or any other practices proscribed under this Section 3(b).
   3. Compliance with Laws.  IoT Consultant will comply with all applicable international, national, state, regional and local laws and regulations in any dealings with respect to the Product, including all applicable United States export control laws and regulations concerning export and re-export of Products, technology and documentation, including the laws and regulations administered by the United States Department of Commerce and the United States Department of State.  IoT Consultant will promptly notify myDevices in the event that IoT Consultant knows or has reason to believe that any act or refrainment from acting required by or contemplated under this Agreement violates any law, rule or regulation (whether criminal or non-criminal) in effect in any geographic territory in which IoT Consultant resells Products.
   4. Government Approval.  If any approval with respect to this Agreement, or the registration of this Agreement, will be required at any time during the Term, with respect to giving legal effect to this Agreement, or with respect to compliance with exchange regulations or other requirements so as to assure the right of remittance to myDevices in U.S. Dollars, IoT Consultant will immediately take whatever steps may be necessary in such respect, and any and all charges or expenses incurred in connection therewith will be borne solely by IoT Consultant.
   5. Confidentiality. 
      1. “Confidential Information” means all information or material which is proprietary to myDevices or designated as Confidential Information by myDevices, whether or not owned or developed by myDevices, which is not generally known other than by myDevices, and which IoT Consultant may obtain knowledge of through or as a result of the relationship with myDevices contemplated by this Agreement, either before or after the Effective Date, together with all materials prepared by IoT Consultant or its/his/her representatives which contain or are based in whole or in part on such information, including information relative to: (i) myDevices’ products, business strategies, pricing, customers, technology, programs, costs, employee compensation, marketing plans, developmental plans, developments and trade secrets of every kind and character; (ii) myDevices financial information and estimates and long-term planning and goals; and (iii) the whole or any portion of any know-how, design, process, procedure or improvements with respect to the business of myDevices that is valuable and secret in the sense that it is not generally known to competitors of myDevices.
      2. IoT Consultant will maintain in confidence and not publish or otherwise disclose to any third party, or use for any purpose other than testing the Product, all Confidential Information. IoT Consultant hereby represents and warrants to myDevices that each of its officers, directors/managers, employees and consultants to whom it may disclose Confidential Information has executed an agreement with IoT Consultant agreeing, or is otherwise obligated, to maintain the confidentiality of Confidential Information given to them. If IoT Consultant contemplates disclosure of Confidential Information to any third party (other than its officers, directors/managers, employees or consultants), IoT Consultant will obtain the prior, written consent of myDevices therefore, which myDevices may give or withhold in its sole and absolute discretion.
      3. All tangible materials received from myDevices or generated by IoT Consultant that consist of Confidential Information will be the property of myDevices, and IoT Consultant will deliver all such materials to myDevices upon request by myDevices at any time.
      4. IoT Consultant, from time to time, may submit comments, questions, suggestions or other feedback relating to the Product to myDevices (“Feedback”). IoT Consultant hereby acknowledges and agrees that myDevices may freely use or exploit Feedback in connection with any of its products or services.
4. Non-Exclusivity.  IoT Consultant acknowledges and agrees that IoT Consultant is not exclusive to myDevices, and that this Agreement will not be interpreted to restrict myDevices from marketing and/or distributing any product(s) and/or service(s) either itself or with any third parties.
5. Further Assurances.  The Parties will each cooperate, take such actions, and execute and deliver such documents or instruments from time to time as to effectuate the intent of this Agreement.
6. Term and Termination.
   1. Term.  The Term will commence on the Effective Date and continue until otherwise terminated pursuant to this Agreement, for a period of thirty (30) days.  Following the initial period of the Term, this Agreement will be automatically renewed for successive periods of thirty (30) days each, unless and until either Party terminates this Agreement pursuant to Section 8(b). 
   2. Termination.  Each Party will have the right to terminate this Agreement, with or without cause, effective upon thirty (30) days’ written notice to the other Party.
   3. Effect of Termination. 
      1. Upon expiration or any termination of this Agreement, neither Party will be liable to the other Party, by reason of termination of this Agreement, for: (i) damages of any kind, including incidental or consequential damages, or for indemnification; or (ii) compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or expenditures, investments, leases or other commitments relating to the business or goodwill of either Party, notwithstanding any law to the contrary.
      2. Upon expiration or any termination of this Agreement: (i) the provisions this sentence, and Sections 1(c), 2(e), 6(c) through 8, and 9(c) through 14 will survive; and (ii) IoT Consultant will cease all display, advertising and use of all of myDevices’ names, marks, logos and designations and will not thereafter use, advertise or display any name, mark or logo which is, or any part of which is, similar to or confusing with any such designation associated with myDevices. 
7. Class-Action Waiver and Agreement to Binding Arbitration. 
   1. THIS SECTION AFFECTS RIGHTS THAT IOT CONSULTANT MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF DISPUTES THAT THE PARTIES MAY HAVE WITH EACH OTHER BY USING ARBITRATION RATHER THAN COURT TRIALS, JURY TRIALS, OR CLASS ACTIONS. ARBITRATION IS FINAL AND BINDING AND SUBJECT TO LIMITED REVIEW BY A COURT. THIS ARBITRATION CLAUSE WILL SURVIVE TERMINATION OF THIS AGREEMENT.
   2. ANY DISPUTE OR CLAIM MADE BY IOT CONSULTANT AGAINST MYDEVICES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DISPUTE OR CLAIM IS BASED IN CONTRACT, TORT, PRODUCTS LIABILITY, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY (TOGETHER, A “DISPUTE”) WILL BE RESOLVED BY BINDING ARBITRATION, AS DESCRIBED BELOW.
   3. Either IoT Consultant or myDevices will have the right to elect to initiate binding arbitration to resolve any Dispute by providing the other Party with written notice of such election. IoT Consultant and myDevices each hereby agree, and agree to in the future take all steps required, to waive the right to litigate any Dispute in court, be it by way of court trial, jury trial or class action, and agree that: (i) such arbitration provision will be governed by the Rules of Arbitration of the American Arbitration Association (the “Rules”) by one arbitrator appointed in accordance with the Rules; (ii) the language of the arbitration will be English; (iii) the arbitration will be conducted in Los Angeles County, California using California law, irrespective of its choice of law rules; (iv) they hereby irrevocably consent and submit to exclusive personal jurisdiction and venue as such for the purposes of arbitrating any such action; (v) the arbitrator in such arbitration will be without jurisdiction to conduct a class arbitration or other representative proceeding, and may not consolidate one person’s claims with another; (vi) all issues of enforceability of this arbitration provision, including issues relating to scope, validity, and unconscionability, will be decided by the arbitrator; (vii) the entirety of any arbitration will be confidential, and neither IoT Consultant nor myDevices will have any right to disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (viii) payment of all arbitrator compensation, expenses, and administrative fees (which include filing and hearing fees) will be governed by the Rules; (ix) each Party will bear its own fees and costs related to any arbitration, including the expense of their respective counsel, experts, witnesses, and preparation and presentation of evidence at the arbitration; and (x) notwithstanding (viii) and (ix) above, the arbitrator will have the right to re-allocate his or her compensation, expenses and/or administrative fees, as well as the Parties’ fees and costs related to the arbitration, if he or she determines that a claim, defense and/or counterclaim was filed for purposes of harassment or is patently frivolous.
   4. In the event that this arbitration provision is found to be invalid, illegal or unenforceable, a modified provision will be substituted that carries out as nearly as possible the Parties’ original intent, and the validity, legality and enforceability of any of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. If for any reason this arbitration provision is deemed inapplicable or invalid, IoT Consultant and myDevices each hereby waive, to the fullest extent allowed by law, any right to a jury trial, any right to recover punitive or exemplary damages, and any right to pursue any claims on a class or consolidated basis or in a representative capacity.
   5. Notwithstanding the balance of this Section 7, either Party may bring an action before any court of proper jurisdiction: (i) seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including customer and/or consultant lists as well as other trade secrets, trademarks, trade names, patents, and copyrights; and/or (ii) to enforce an arbitration award. All disputes arising out of or in connection with this Agreement will be filed only in an appropriate court located in Los Angeles County, California, and the Parties hereby irrevocably consent and submit to the exclusive personal jurisdiction and venue thereof for the purposes of litigating any such action.  The prevailing party in any such proceeding will be entitled to recover from the other party its reasonable attorneys’ fees and costs incurred in connection with such proceeding.
8. Intellectual Property.
   1. Limited Trademark License.  myDevices hereby grants to IoT Consultant a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to use the Trademarks; provided, however, that: (i) all use by IoT Consultant will be solely in furtherance of the activities of IoT Consultant under this Agreement, inure to the benefit of myDevices, and be in accordance with brand guidelines promulgated by myDevices; (ii) unless IoT Consultant has receive the prior, express and unambiguous consent of myDevices, which myDevices may grant or withhold in its sole and absolute discretion, IoT Consultant will use the trademarks only as a part of pre-approved materials available from myDevices; and (iii) IoT Consultant will promptly discontinue any use upon objection by myDevices.  All rights in the Trademarks and other intellectual property that are not expressly granted herein are expressly reserved by myDevices.
   2. Ownership.  As between myDevices and IoT Consultant: (i) myDevices will retain all undivided copyrights, patents, trade secrets, trademarks and trade name rights (including the Trademarks), and all other right, title and interest, in and to the Products and the myDevices Materials; and (ii) IoT Consultant will not have or acquire any right, title or interest therein under any circumstances whatsoever, except as expressly and unambiguously set forth in this Agreement.
   3. Limitations.  Nothing in this Agreement will be construed as giving IoT Consultant any right to, and IoT Consultant will not, and will not permit or assist any third party to: (i) modify, adapt, decompile, disassemble or otherwise reverse engineer any Product or the myDevices Materials; (ii) do anything that may challenge and/or adversely affect the validity or enforceability of any copyrights, patents, trade secrets, trademarks or trade name rights (including the Trademarks), or any other right, title or interest, in or to any Product or any myDevices Materials; (iii) alter, remove, obscure, erase or deface any proprietary rights notice contained on or incorporated any Product and/or in/on the packaging, license, warranty and/or disclaimer included by myDevices with any Product; (iv) attach any additional trademarks, logos or trade designations to any Product, and not include any myDevices trademark, including any Trademark (or any variation thereof) in any portion of IoT Consultant’s name or any name under which IoT Consultant does business; or (v) affix any trademark, logo or trade name of myDevices to any non-myDevices product.
9. Representations and Warranties; Disclaimers.
   1. By Both Parties.  Each Party represents and warrants to the other Party that: (i) it has the full right, power and authority to enter into this Agreement and perform the acts required of it under this Agreement; (ii) the execution and performance of this Agreement by such Party does not and will not violate any law, rule, regulation, agreement, or binding obligation or commitment to which such Party is bound; and (iii) the execution, delivery and performance of this Agreement by such Party have been authorized by all requisite corporate or other action, and this Agreement constitutes the legal, valid and binding obligation of such Party.
   2. By IoT Consultant. IoT Consultant represents and warrants to myDevices that: (i) it possesses all licenses, permits and certifications required to operate his/her business and to perform his/her obligations under this Agreement; (ii) it is in full compliance with all applicable laws, rules and regulations; (iii) his/her performance under this Agreement will not infringe any third-party rights, including intellectual property rights; (iv) it will provide all services in a competent and professional manner in conformance with the highest standards of professional care and industry standards; and (v) it will maintain and retain all records in accordance with all applicable law, regulations and rules.
   3. Disclaimer of implied warranties.  TO THE FULLest EXTENT ALLOWED BY LAW, THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, OR ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.  myDevices does not warranT: (I) that ANY PRODUCT is error free; (II) IN ANY MANNER FOR PROBLEMS CAUSED BY IoT CONSULTANT OR ANY THIRD PARTY OR THING, INCLUDING WIRELESS CARRIERS, DATA CENTERS, BUILDINGS, ACCIDENTS, HILLS, NETWORK CONGESTION, TUNNELS, TOWERS AND WEATHER; OR (III) USES REQUIRING FAIL-SAFE PERFORMANCE IN WHICH FAILURE OF A PRODUCT COULD LEAD TO DEATH, serious PERSONAL INJURY and/or SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE including LIFE SUPPORT, MEDICAL DEVICES and NUCLEAR APPLICATIONS, for which the products ARE NOT DESIGNED AND with which products SHOULD NOT BE USED.
   4. Limitation of Liability.  TO THE FULLest EXTENT ALLOWED BY LAW: (i) MYDEVICES WILL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR ANY DAMAGES THAT ARE NOT DIRECT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF; AND (II) IN NO EVENT WILL THE LIABILITY OF MYDEVICES TO IoT CONSULTANT FOR ANY REASON AND UPON ANY CAUSE OF ACTION, REGARDLESS OF THE FORM IN WHICH THE LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, INCLUDING ANY ACTION IN TORT OR CONTRACT, EXCEED THE AMOUNT PAID OR PAYABLE FROM MYDEVICES TO IoT CONSULTANT IN THE ONE (1) YEAR PRIOR TO THE EVENT GIVING RISE TO THE CAUSE OF ACTION.
   5. Indemnification. IoT Consultant will, at his/her sole expense, indemnify, defend and hold harmless myDevices and its affiliates, sublicensees, representatives, agents, shareholders, directors, officers, employees and End User Customers from and against any and all loss or damage (including reasonable attorneys’ fees and costs) incurred in connection with any suit, claim, action or proceeding brought against them insofar as such suit, claim, action or proceeding is based upon a claim alleging facts or circumstances that, if true, would constitute a breach of any covenant, representation and/or warranty of it set forth in this Agreement.
   6. No Assignment.  IoT Consultant will not have the right to, and will not, assign or delegate to any third party without the express written consent of myDevices, in its sole and absolute discretion.
   7. Definitions.  Except as set forth in the first paragraph of this Agreement, the following terms will have the meanings set forth in this Section 13.
      1. “includes” and “including” mean, except where followed directly by the word “only,” “includes, but is not limited to,” and “including, but not limited to,” respectively, it being the intention of the Parties that any example or listing following thereafter is illustrative and not exhaustive.
      2. “myDevices Materials” means the proprietary materials, in all forms, delivered by myDevices to IoT Consultant for the purpose of assisting IoT Consultant in the completion of his/her obligations under this Agreement, including all packaging designs, logos, slogans, advertising materials, promotional materials and all other materials of myDevices.
      3. “Product” means each product of myDevices, and, if such product is software, then in object code form only.
      4. “Term” means the term of this Agreement.
10. Miscellaneous Provisions.
    1. Relationship of Parties.  The relationship between IoT Consultant and myDevices is that of independent contractor and principal, and the parties will not, under any circumstances be deemed partners, joint venturers or co-venturers, or to have any relationship other than that of independent contractor and principal. myDevices will not withhold from its payments to IoT Consultant any social security, state or federal unemployment insurance contributions, state or federal income tax or disability contributions. IoT Consultant will pay, when and as due, any taxes incurred as a result of IoT Consultant’s compensation under this Agreement, including estimated taxes, and will provide myDevices with proof of such payments upon demand. myDevices is not obligated to obtain workers’ compensation insurance for IoT Consultant, nor will IoT Consultant be entitled to any of the benefits accorded to myDevices employees, including vacation or sick pay.
    2. Severability.  In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable, a modified provision will be substituted that carries out as nearly as possible the original intent of the Parties, and the validity, legality and enforceability of any of the remaining provisions will not in any way be affected or impaired thereby.
    3. Entire Understanding; Amendments; Waiver.  This Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes all prior or contemporaneous understandings and communications between the Parties on the subject matter of this Agreement.  Without limiting the generality of the preceding sentence, the acceptance by myDevices of any purchase order and/or any other written communication sent by IoT Consultant, is expressly conditioned on assent by IoT Consultant to the terms set forth in this Agreement, and any terms contained in any such purchase order or other written communication are not accepted by myDevices, are superseded in their entirety by this Agreement, and are null, void and of no effect.  No waiver of any of the terms of this Agreement will be valid unless in writing, signed by both Parties, and failure by either Party to enforce any rights under this Agreement will not be construed as a waiver of such rights or any other rights, whether past, present or future.
    4. Governing Law.  This Agreement is entered into in the State of California, and its validity, construction, interpretation and legal effect will be governed by the laws and judicial decisions of the United States of America and the State of California (irrespective of California’s choice of law principles) applicable to contracts entered into and performed entirely within the State of California.
    5. Limitation of Actions.  IoT Consultant acknowledges and agrees that, notwithstanding any statute of limitations to the contrary, any claim that IoT Consultant may wish to bring against myDevices for any act or omission relating to this Agreement must be brought within one (1) year from the date of the alleged act or omission giving rise to the claim, and that failure or refusal to bring such claim within the permitted time will act as a bar against all claims against myDevices for such act or omission.  IoT Consultant hereby waives any and all claims or rights to have any other statute of limitation apply.
    6. Notice.  All notices to be given under this Agreement must be in writing addressed: (i) to IoT Consultant, to the address specified by IoT Consultant in the registration process; and (ii) to myDevices, to Kevin Bromber, Chief Executive Officer, myDevices, Inc., 3900 W Alameda Ave., Suite 1200, Burbank, CA 91505, USA. Notices from myDevices to IoT Consultant are validly given either when given to Enterprise User via the myDevices portal or emailed to IoT Consultant at its email address last known to myDevices.  Notices from IoT Consultant to myDevices are validly given upon three (3) business days after dispatch by internationally recognized, overnight courier.  Either Party may change its address for purposes of notice by giving notice to the other Party in accordance with this Section 14(f).

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December 13, 2018 3:48 pm PDT	INDEPENDENT IoT CONSULTANT AGREEMENT Uploaded by Kevin Bromber - operations@mydevices.com IP 12.25.175.66

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