Managed Service Agreement

Managed Service Agreement

This Agreement is entered into between Heartland Business Systems, LLC, a Wisconsin limited liability company (“Provider”), with its principal offices located at 1700 Stephen Street, Little Chute, WI 54140, and the customer (“Customer”).

The terms of this Agreement include Provider’s Standard Terms and Conditions located at http://www.hbs.net/standard-terms-and-conditions (“ST&C”), which are incorporated herein by reference. Should any term contained in this Agreement directly conflict with any term in the ST&C, this Agreement shall control.

ARTICLE I

CUSTOMER REQUIREMENTS

A. In order to allow Provider to perform the services described herein (“Services”), Customer shall provide the following:

1. Access. Remote access to Customer’s network, and for any required on-site Services, physical access to Customer’s facilities and network (collectively the “Customer Environment”) to provide the Services. Additional access requirements may be set forth within this Agreement.

2. Internet. Adequate bandwidth, including sufficiently low latency and packet loss, for connectivity to the Internet.

3. Hardware. Industry standard server, routing and firewall appliances, and such appliances shall have current manufacturer warranties. Customer authorizes Provider to contact the applicable manufacturers on behalf of Customer for support if needed. In the event that Provider agrees to provide remediation of any hardware failure, Provider shall separately invoice Customer for such work on a time and materials (“T&M”) basis at the applicable hourly rates.

4. Existing Environment. In order for Customer’s Environment to qualify for Services, all equipment, including PCs, Laptops, Servers, Switches, Routers, Firewalls, and Wireless controllers, must be running currently supported software versions as approved by the manufacturer. All equipment, with the exception of end-user PCs or workstations, must be covered by a manufacturer warranty and also protected by a current support contract. However, equipment that initially meets these requirements may prove to be chronically failing, as determined by Provider. In the event that this occurs, Customer shall be required to replace such equipment, or such equipment shall no longer be subject to this Agreement.

B. In order to allow Provider to perform the Services, Customer warrants and represents to Provider as follows:

1. Software. That all its software licensing is genuine and that its support agreements are current. Customer authorizes Provider to contact the applicable software vendors on behalf of Customer for support in accordance with the provision of the Services.

2. Data Security and Protection. That Customer’s Environment is protected by industry standard security and virus protection software.

3. Proper Backup. That Customer’s data and system has been properly backed up prior to the commencement of any services provided by Provider, and Customer understands that Provider shall have no liability whatsoever, under any circumstances, for any damages that Customer suffers from Customer’s failure to backup data.

4. PHI. For the avoidance of doubt, Customer shall not provide Provider with any protected health information or similar information as part of this Agreement. Customer shall be solely responsible for any liability arising out of or related to Client’s failure to comply with this provision.

C. Customer Contact. Customer shall only have its authorized personnel contact the services team. Contact may be by phone, email, Customer portal, or computer agent. Customer shall provide a complete description of the issue and point of contact information including name, telephone number, and email. Customer shall provide details regarding the urgency of the case, and Customer shall communicate this information within a reasonable time after becoming aware of the issue.

D. Additional Fees. In the event that Provider is delayed in the performance of the Services by Customer’s failure to comply with any obligation in this Agreement, Provider shall separately invoice Customer for such additional time on a T&M basis at the applicable hourly rates.

ARTICLE II

GENERAL TERMS AND CONDITIONS

A. Term. This Agreement shall become effective on the later to occur of: (i) the date first written above; or (ii) the date upon which both parties have executed this Agreement (hereinafter, the “Effective Date” of this Agreement). Provider shall utilize commercially reasonable efforts to make the Services available to Customer within a reasonable amount of time following Customer’s completion of the onboarding process.

B. Invoicing and Payment Terms. Provider shall invoice Customer as outlined in the attached Quote, which includes monthly invoices for the recurring charges listed therein. Customer shall pay each invoice in full within thirty (30) days of the date of each invoice. For the avoidance of doubt, Customer shall be required to pay an invoice for each month of the term set forth on the Term tab in the Quote (the “Specific Initial Term”). Customer hereby commits to purchasing the quantities specified in the Quote (“the Minimum Commitment”) for the Specific Initial Term. The amounts invoiced to Customer may not be reduced below the Minimum Commitment unless the parties execute a new agreement that meets the following requirements: the parties must mutually agree upon the terms of the new agreement, which would fully replace this Agreement; the new agreement shall include updated pricing provided by Heartland, which is based upon the reduced

commitment; and the new agreement must include a 12-month minimum term. For monthly or annual subscription-based licenses or services, Provider may increase the billed quantities based upon Customer’s actual usage, provided that the amounts invoiced may not be reduced below the Minimum Commitment at any time.

C. Travel Expenses. Provider shall invoice Customer for all actual travel time at Seller’s then-prevailing hourly rates. In addition, Provider shall invoice Customer for any travel and business expenses incurred by Provider in connection with the performance of any Services for Customer.

D. Telco Fees. In the event that Provider agrees to provide services involving Customer’s telephone or communications providers or related circuitry, Provider shall separately invoice Customer for such work on a T&M basis at the applicable hourly rates.

E. Renewal and Price Increases.

1. Specific Initial Term of Twelve (12) Months or Less

Except as otherwise set forth in Article III.B. below, in the event that the Specific Initial Term is twelve months or less, at the end of the Specific Initial Term, this Agreement shall automatically renew for successive twelve-month terms, subject to the annual automatic price increase described herein, unless either party shall give written notice of non-renewal to the other party at least sixty (60) days’ prior to the end of the then current term. The pricing shall be adjusted for each twelve-month renewal term as follows: effective on the date each year that this Agreement automatically renews, the pricing for the Services shall automatically increase by 5% each year.

2. Specific Initial Term of Greater Than Twelve (12) Months

In the event that the Specific Initial Term is greater than twelve months, the following terms shall apply. During the Specific Initial Term, the pricing for the Services shall automatically increase on each anniversary date of the commencement of the Services by 3% each year. Except as otherwise set forth in Article III.B. below, at the end of the Specific Initial Term, this Agreement shall automatically renew for successive twelve-month terms, subject to the annual automatic price increase described herein, unless either party shall give written notice of non-renewal to the other party at least sixty (60) days’ prior to the end of the then current term. The pricing shall be adjusted for each twelve-month renewal term as follows: effective on the date each year that this Agreement automatically renews, the pricing for the Services shall automatically increase by 5% each year.

3. For the avoidance of doubt, no notice or approval is required for any automatic price increases set forth in this Agreement.

F. Termination for Convenience During Specific Initial Term. Except as otherwise set forth in Section G. below, this Agreement may be terminated by either party for any reason during the Specific Initial Term by providing ninety (90) days’ prior written notice to the other party; provided, however, in the event that Customer terminates this Agreement prior to the expiration of the Specific Initial Term, Customer shall be required to pay an Early Termination Fee in the

amount specified below (the “Early Termination Fee”). The Early Termination Fee is not a penalty, but rather a reasonable charge to compensate Provider for Customer’s failure to satisfy the entire service commitment upon which Provider’s rates are based.

Upon Customer’s full payment of the applicable Early Termination Fee and any other amounts owed to Provider under this Agreement, Provider will provide reasonable assistance in the orderly termination of services, including the transfer of the services to another provider designated by Customer. Provider reserves the right to charge Customer for rendering such assistance, which shall be billed at Provider’s then current hourly rates.

1. Specific Initial Term of Twelve (12) Months or Less

Notwithstanding the tiered Early Termination Fee schedule set forth below, in the event that the Quote has a Specific Initial Term of twelve (12) months or less and Customer terminates this Agreement prior to the expiration of the Specific Initial Term for any reason, Customer shall be required to pay an Early Termination Fee equal to one hundred percent (100%) of the monthly fees for all the remaining months in the Specific Initial Term (the “Full Payout”). The Full Payout shall be calculated based upon the highest monthly fee amount charged to Customer since the commencement of the Specific Initial Term.

2. Specific Initial Term of Greater Than Twelve (12) Months

For Quotes with a Specific Initial Term greater than twelve (12) months, the Early Termination Fee shall be calculated as follows:

i. If Customer terminates this Agreement during the first twelve (12) months of the Specific Initial Term, the Early Termination Fee shall be fifty percent (50%) of the highest monthly fee amount charged to Customer since the commencement of the Specific Initial Term for each of the remaining months in months one (1) through twelve (12), plus twenty-five percent (25%) of the most current monthly fees for months thirteen (13) through twenty-four (24).

ii. If Customer terminates this Agreement during months thirteen (13) through twenty-four (24) of the Specific Initial Term, the Early Termination Fee shall be twenty-five percent (25%) of the most current monthly fees for the remaining months through month twenty-four (24), plus ten percent (10%) of the most current monthly fees for months twenty-five (25) through thirty-six (36).

iii. If Customer terminates this Agreement during months twenty-five (25) through thirty-six (36) of the Specific Initial Term, the Early Termination Fee shall be ten percent (10%) of the most current monthly fees for the remaining months.

G. Exceptions to Early Termination Fee. The Early Termination Fee set forth in Section F. above shall not apply to any purchases that fall under Article III – “Rental of Equipment.” Notwithstanding anything else contained herein, Customer shall be required to pay all amounts owed for any purchases that fall under Article III – “Rental of Equipment” for the entire Specific Initial Term without reduction of any kind. This requirement is based upon the fact that Provider incurs significant expense to provide these specific Services to Customer, including purchasing the applicable hardware and software, and Provider would not be able to offer these specific Services without having such requirement in place. Notwithstanding anything else contained herein, Customer shall also be required to pay all amounts owed for any twelve-month renewal terms as described in Section E. above without reduction of any kind.

H. Failure to Pay. Any invoice, whether for this Agreement or any other products or services provided by Provider, remaining unpaid after its due date shall be grounds for Provider to immediately withhold any Services covered by this Agreement or any other products or services, and shall be a default. In the event of a default, Provider shall have the right, prior to providing any notice of default, to accelerate the payment of all amounts owed by Customer, which shall become immediately due and payable without notice or demand. If Provider brings legal action to collect any amounts owed, Provider shall be entitled to recover all its costs, expenses, disbursements, and attorneys’ fees.

I. Termination for Breach. In the event of a default by one party, the non-defaulting party may provide written notice of the default and may terminate this Agreement at any time following the expiration of a reasonable opportunity to cure such default; provided that, if the defaulting party has cured the default prior to the expiration of such cure period, this Agreement shall remain in effect. For purposes of this Agreement, a “reasonable opportunity to cure” shall be ten (10) days for a monetary or payment default and thirty (30) days for a non-monetary or non-payment default. In the event of a subsequent default of any type, the non-defaulting party may immediately terminate this Agreement without any notice or opportunity to cure. Furthermore, in the event of a default by Customer, Provider may pursue any rights or remedies that are available at law or equity, and Provider shall not be required to provide any additional services of any type, including but not limited to the transferring, providing or copying of any data or administrative access credentials, unless Customer has first paid all amounts owed to Provider and the amount charged by Provider for such additional services.

J. Managed Services Catalog. Provider shall provide any managed services in accordance with the Managed Services Catalog located at https://www.hbs.net/managed-services-catalog. The attached Quote specifies whether Customer is purchasing Fully Managed or Co-Managed services. The attached Quote also specifies whether Customer is purchasing any Add-Ons.

K. Changes in Legislation. Should any changes in legislation or law require any changes to this Agreement or any Services provided by Provider, Provider reserves the right to make any such

changes, as are determined necessary or prudent to be compliant, at Provider’s sole discretion, without giving Customer advanced notice. If such changes are made, Provider shall provide notice of any changes within a reasonable time period. In event of such changes, Customer may terminate the Services without a required notice period, provided that Customer shall pay for all Services provided through the date of the effective termination.

L. Effect of Termination or Expiration. The termination or expiration of this Agreement for any cause shall not release either party hereto from any liability which at the time of termination or expiration has already accrued to the other party hereto, or which thereafter may accrue with respect to any act or omission prior to termination or expiration, or from any obligation which is expressly stated herein to survive termination or expiration. Termination or expiration of this Agreement in accordance with its terms shall be without prejudice to any other rights or remedies of the parties. At the time of termination or expiration of this Agreement, all intellectual property of Provider in Customer’s environment must be removed, including workspaces, workbooks, analytics rules, automated responses such as Logic Apps, and other services.

M. Indemnification. Customer shall indemnify, defend and hold harmless Provider from any and all damages, claims, actions, investigations, proceedings, losses, costs, and other related expenses (including actual attorneys’ fees) arising out of: (i) any breach of this Agreement by Customer; or (ii) any breach of any of the representations or warranties made by Customer in this Agreement; and (iii) any alleged violation of any rights of another, including, but not limited to, Customer’s use of any content, trademark, service mark, trade name, copyrighted or patented material, or other intellectual property of its own or of any third party. Customer shall also indemnify, defend and hold Provider harmless from any and all damages, claims, actions, investigations, proceedings, losses, costs, and other related expenses (including actual attorneys’ fees) that may relate to or arise out of any violation of the General Data Protection Regulation (GDPR) (EU) 2016/679, as amended from time to time, or any related law, rule, regulation or order, by Customer or its officers, employees, and agents. The indemnification rights are independent of, and in addition to, such rights and remedies as Provider may have at law or in equity or otherwise.

N. LIMITATION OF LIABILITY.

1. IN GENERAL. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, PROVIDER SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO CUSTOMER OR TO ANYONE ELSE WITH RESPECT TO ANY LIABILITY, LOSS, OR DAMAGES ARISING OUT OF OR RELATING TO THE OPERATION OR NON-OPERATION OF THE SERVICES. PROVIDER HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS AGREEMENT OR PROVIDER’S PROVISION OF, OR FAILURE TO PROVIDE, THE SERVICES.

2. NO LIABILITY FOR CONTENT. THE CONTENT THAT CUSTOMER MAY ACCESS OR DELIVER THROUGH ANY SERVICES IS PROVIDED BY INDEPENDENT CONTENT PROVIDERS, OVER WHICH PROVIDER DOES NOT EXERCISE AND DISCLAIMS ANY CONTROL. PROVIDER NEITHER PREVIEWS CONTENT NOR EXERCISES EDITORIAL CONTROL, DOES NOT ENDORSE ANY OPINIONS OR INFORMATION ACCESSED THROUGH ANY SERVICE, AND ASSUMES NO RESPONSIBILITY FOR ON-LINE CONTENT. PROVIDER SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF THE INFORMATION OBTAINED IN USING THE SERVICES.

3. DAMAGE, LOSS, OR DESTRUCTION OF SOFTWARE FILES AND/OR DATA. PROVIDER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF ANY OF CUSTOMER’S HARDWARE, SOFTWARE, FILES, DATA, OR PERIPHERALS WHICH MAY RESULT FROM CUSTOMER’S USE OF THE SERVICES, OR FROM THE INSTALLATION, MAINTENANCE, OR REMOVAL OF ANY SERVICE OR RELATED EQUIPMENT OR SOFTWARE. PROVIDER DOES NOT WARRANT THAT ANY DATA OR FILES SENT BY OR TO CUSTOMER WILL BE TRANSMITTED IN UNCORRUPTED FORM WITHIN ANY PERIOD OF TIME.

4. NO CONSEQUENTIAL DAMAGES. EXCEPT FOR INDEMNIFICATION REQUIREMENTS, AND EXCEPT FOR DAMAGES RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, RECKLESSNESS, OR PERSONAL INJURY OR DEATH, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY.

5. MAXIMUM LIABILITY. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF PROVIDER TO CUSTOMER FOR ANY AND ALL PROVEN LOSS, CLAIM, DAMAGES OR LIABILITY OF ANY KIND (INCLUDING BUT NOT LIMITED TO CONTRACT, TORT OR OTHERWISE) WITH RESPECT TO ALL SERVICES PROVIDED BY PROVIDER AND ANY ACT OR OMISSION OF PROVIDER WILL CONSIST OF A DUTY TO REFUND NOT MORE THAN THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO PROVIDER FOR THE SERVICES UNDER THIS AGREEMENT DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING SUCH LOSS, CLAIM, DAMAGE OR LIABILITY.

O. Service Operation Disclaimer. Customer authorizes Provider to view any information related to the process of performing system repairs or improvements. Customer also authorizes Provider to delete, change, or rewrite any information to the extent necessary to complete any system repair or improvement in a manner consistent with industry standards and practices.

P. Notices. Any notice or other communication hereunder shall be in writing and shall be deemed to have been duly given (a) upon receipt (or refusal of receipt) if delivered personally, (b) when sent by electronic mail or facsimile transmission, (c) when sent by overnight courier service, (d) when mailed by first class mail, postage prepaid, or (e) when mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses, or to such other address as a party may designate in writing:

If to Provider:

Heartland Business Systems, LLC
Attention: Legal Department
1700 Stephen Street
Little Chute, WI 54140

If to Customer:
Address Specified in the Quote

Q. Survival. All representations, warranties, covenants, conditions, and agreements contained herein which either are expressed as surviving the termination or expiration of this Agreement or, by their nature, are to be performed or observed, in whole or in part, after the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

R. Licenses. Customer hereby grants any permissions or licenses (including but not limited to copyright licenses), as may be required, and within Customer’s power to grant, to Provider in order to provide the Services to Customer, or as may be required for Provider to operate for Customer’s benefit.

S. System and Service Modifications. The Services are subject to change and limitation at Provider’s discretion, as is any month-to-month pricing schedule or pricing schedule not under contract. Provider will notify Customer of any changes, unless the change is determined by Provider to be necessary to preserve proper security or functioning of Provider’s system. If Customer objects to any change in service, unless the change is one Provider has determined is necessary for security purposes or to maintain proper operation of Provider’s system, Customer will be entitled to cancel only the specific Service affected by said change or modification. Customer’s continued use of the Services after the effective date of such modified general terms and conditions, policies, or changes in the Services shall constitute Customer’s acceptance of such modified terms.

T. No Reverse Engineering. Customer is prohibited from, and Customer may not enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of any software underlying the Services or otherwise related to the Services.

U. End User Terms. Certain Services also require Customer to be bound by end user terms and conditions. A list of end user terms and conditions related to various manufacturers and vendors is set forth at https://www.hbs.net/End-User-Agreements. Any Services that Customer purchases are also governed by the applicable end user terms and conditions, which are incorporated herein by reference. If Customer has questions about whether end user terms and conditions apply, customer shall contact Provider.

V. Out of Scope.

1. Any work or material not specifically identified in this document or the attached Quote is not included in this Agreement. Any products or services requested by Customer that fall outside the scope of this Agreement shall be invoiced separately.

2. Customer shall also be responsible for resolving any problems outside of this Agreement that are beyond the control of Provider. These shall include but not be limited to software/firmware bugs, vendor engineering support cases, hardware failures, telecommunication circuits, server issues, desktop issues, the acts or omissions of any third party, or any other occurrence not caused by Provider. Provider may be able to assist with these out-of-scope issues through the change order process or on a time and materials basis.

W. Customer Responsibilities. Customer shall be required to provide Provider with the following, as necessary to perform the specific services:

1. a single point of contact with decision making ability to interface with Provider.

2. subject matter experts (SMEs) when required by project personnel and/or project activities. If delays in the project timeline are a result of delayed access to SME personnel or any other Customer delays, Customer may be subject to additional charges.

3. access, including all password and logins, to required existing network or system assets listed in the scope.

4. proper access and workspace areas at Customer locations that include internet, physical and remote access to in-scope infrastructure or systems.

5. Customer will allow Provider’s engineer to connect their computer to Customer’s network in order to perform their duties. Provider will allow Customer to examine said notebook for current anti-virus software, if needed.

6. unescorted access to computer rooms, equipment closets and the general facility. If unescorted access is not available, Customer shall assign access levels appropriately and coordinate escorts.

7. adequate access and credentials required for the assessment of all components or systems listed in the scope.

8. remote access prior to, and throughout, the project if required.

9. working Internet access available where the work will be performed.

ARTICLE III

RENTAL OF EQUIPMENT

In the event that the Quote attached hereto includes the rental of any equipment, the following supplemental terms and conditions shall apply to such rental of equipment.

A. Rental of Equipment. Provider hereby rents to Customer and Customer hereby rents from Provider the equipment described in the Quote attached hereto (the “Equipment”) for the rental amount and on the terms set forth in this Agreement. This is a rental only and Customer will have no right, title or interest in or to the Equipment except for the use of the Equipment as described in this Agreement. This shall be treated as a true rental for federal and applicable state income tax purposes with Provider having all benefits of ownership of the Equipment. Provider shall have the right to file a Uniform Commercial Code Financing Statement for this Agreement, at Customer’s expense.

B. Term. This Equipment rental, unless terminated earlier in accordance with the terms of this Agreement, shall continue for the Specific Initial Term. Notwithstanding Article II.E., the Equipment rental shall not extend beyond the expiration of the Specific Initial Term.

C. Rental. Customer shall pay Provider monthly rental and other payments according to the Quote. Customer shall pay all costs, expenses, fees, charges, and taxes (other than federal and state income taxes on the income of Provider) incurred in connection with the registration, delivery, use or operation of Equipment during the Specific Initial Term.

D. Delivery. If Provider is not retaining the Equipment at Provider’s premises, Customer shall be responsible for all costs of shipping the Equipment to Customer’s premises, installation, and set up, and all costs of shipping the Equipment back to Provider upon termination or expiration of the Specific Initial Term.

E. Location. If Provider is not retaining the Equipment at Provider’s premises, Customer shall keep the Equipment in Customer’s possession and control at Customer’s premises or such other location as Provider may consent in writing. Upon request, Customer will advise Provider

as to the exact location of the Equipment. Provider may inspect the Equipment during normal business hours, and Customer shall provide Provider access for such purpose.

F. Operation. Customer will operate the Equipment carefully and properly in compliance with all applicable governmental, insurance and manufacturer’s warranty requirements and all manufacturer’s instructions.

G. Alterations. Customer shall not make any alterations, additions or improvements to any Equipment which detract from its economic value or functional utility.

H. Maintenance. Customer shall, at its expense (i) maintain the Equipment in good condition, and repair, in accordance with all manufacturer’s instructions and warranty requirements and all legal requirements, and keep the Equipment free from any ransomware, malware, spyware, viruses and similar devices, and (ii) furnish all labor, materials, parts and other essentials required for the proper operation and maintenance of the Equipment.

I. Surrender of Equipment. Upon the termination or expiration of the Specific Initial Term, Customer shall surrender the Equipment to Provider by delivering the Equipment to Provider in good condition and working order, ordinary wear and tear excepted, as it was at the commencement of the Agreement.

J. Risk of Loss. Customer assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Equipment from any cause whatsoever (“Casualty Occurrence”). In the event of a Casualty Occurrence to any Equipment, Customer shall give Provider prompt notice of the Casualty Occurrence and thereafter will place the applicable Equipment in good repair, condition and working order; provided, however, that if the applicable Equipment is determined by Provider to be lost, stolen, destroyed or damaged beyond repair, Customer agrees to pay Provider no later than the date thirty (30) days after the date of the Casualty Occurrence all amounts owed. Upon such payment, this Agreement will terminate with respect to such Equipment.

K. Insurance. Customer shall procure and continuously maintain all risk insurance against loss or damage to the Equipment from any cause whatsoever for not less than the full replacement value, naming Provider as loss payee. Such insurance must be in a form and with companies approved by Provider, must provide at least thirty (30) days advance written notice to Provider of cancellation, change or modification in any term, condition, or amount of protection provided therein, must provide full breach of warranty protection and must provide that the coverage is “primary coverage.” Customer shall provide Provider with an original policy or certificate evidencing such insurance.

L. Customer shall indemnify, defend and hold Provider harmless from any and all damages, claims, actions, investigations, proceedings, losses, costs, and other related expenses (including actual attorneys’ fees) that may arise out of any loss, damage, theft or destruction of any Equipment, or that may arise out of the use, operation or condition of any Equipment.

M. Additional Remedies. Upon the occurrence of a default by Customer as described in Article II.H., Provider shall also have the right to exercise concurrently or separately (and without any election of remedies being deemed made), the following additional remedies: (a) Provider may demand and receive immediate possession of any or all of the Equipment from Customer, without releasing Customer from its obligations under this Agreement; if Customer fails to surrender possession of the Equipment to Provider on default (or termination or expiration of the Specific Initial Term), Provider shall have the right to enter upon any premises where the Equipment may be located and to remove and repossess the Equipment; (b) Provider may enforce performance by Customer of its obligations under this Agreement; (c) Provider may recover damages and expenses sustained by Provider by reason of Customer’s default including all costs, expenses, and attorneys’ fees; (d) upon written notice to Customer, Provider may terminate Customer’s rights with regard to the Equipment. The remedies set forth in this section are in addition to any other remedy provided in this Agreement or any other remedy provided by law or in equity.

N. Transfer. Customer will not sell, lease, transfer an interest in or allow a lien against the Equipment or transfer any obligation under this Agreement.

O. Warranty. All Equipment and parts provided by Provider are provided on an “as is” and “as available” basis. Provider has not, and does not, make any warranties, whether express or implied. This disclaimer of warranties includes the warranties of fitness for a particular purpose, warranties of merchantability or warranties of title.

ARTICLE IV

PENETRATION TESTING AND MANAGED SECURITY OPERATIONS CENTER SERVICES

In the event that the Quote attached hereto includes any penetration testing services or managed security operations center services, the following supplemental terms and conditions shall apply to such services.

A. Certain laws prohibit any unauthorized attempt to test, monitor or penetrate computer systems. Customer acknowledges and authorizes all Provider consultants engaged on this service and project to perform the security services. Furthermore, Customer acknowledges that all services provided under this Agreement constitute authorized access to Customer’s information systems.

B. Provider’s security consultants will perform security testing and monitoring that could unintentionally be disruptive to the targeted system(s), and such security consultants may unintentionally be provided access to confidential information. Testing and monitoring include network-based vulnerability identification, patch/hotfix and configuration checking, and monitoring system security. Customer acknowledges and agrees to the following:

1. Customer certifies that Customer has the legal right to agree to these terms and conditions for the IP addresses and URLs provided to Provider.

2. Customer authorizes Provider to perform security testing and system security monitoring activities of Customer’s selected network assets.

3. The various reconnaissance and network testing will likely produce alerts by network and host-based intrusion detection systems.

4. Large amounts of log messages may be generated, resulting in excessive log file disk space consumption.

5. The operational availability of Customer’s systems and network may be temporarily degraded or halted during the testing and monitoring.

6. While rare, it is possible that computer systems or network devices may become unresponsive or crash as a result of testing and monitoring. This will require Customer to “reset” the system.

7. Customer hereby accepts all risks associated with these services, and Customer accepts all responsibility for the consequences of a system failure that may be caused by these services.

C. Certain infrastructure underlying the services may be provided by Microsoft, and such services shall be subject to the SLAs established by Microsoft.

ARTICLE V

DATA CENTER SERVICES

In the event that the Quote attached hereto includes any data center services, the following supplemental terms and conditions shall apply to such services.

A. Services. Provider shall provide to Customer those data center Services specifically identified on the attached Quote. Unless the parties mutually agree otherwise in writing, the transmission facilities through which Provider provides the Services to Customer need not be dedicated to the provision of Services exclusively to Customer; and Provider shall be entitled to utilize such facilities for the transmission of other data, or the provision of Services to other customers, provided such other utilization of these facilities does not interfere with Customer’s use of the Services.

B. Availability of Services. Provider shall use commercially reasonable efforts to ensure the continuous availability of the Services without interruption. Notwithstanding the prior sentence, Customer acknowledges and agrees that, from time to time, the Services may be temporarily unavailable during periods of testing, maintenance, repair, or during other periods caused by events of force majeure.

* Each block of 96 hours of aggregate unavailability thereafter shall be credited 5 days of service fees.

* All Service Credit shall be applied to the next month’s invoice.

C. Use of Services.

1. Customer represents and warrants that it will not use the Services or otherwise engage in any activities: that constitute or encourage a violation of any applicable law or regulation, including, but not limited to, the sale of illegal goods, or the violation of export control or obscenity laws; that defame, impersonate, or invade the privacy of any third party or entity; that infringe the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others; that are in any way connected with the transmission of “junk mail,” “spam,” or the unsolicited mass distribution of e-mail, or with any unethical marketing practices; that cause the reselling or transfer for value of any Services; or that removes any copyright ownership information, or falsifies such information, on any files uploaded, downloaded, made publicly available through, or transmitted via Provider’s system.

2. Provider reserves the right, at any time, to refuse to host or discontinue hosting any Web site or Internet connection which Provider believes, in its sole discretion: offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; received a significant number of complaints for failing to be reasonably accessible to customers or to timely fulfill customer orders; has become the subject of a government complaint or investigation; has violated or is alleged to have violated any local, state, or federal law or regulation; has violated or is alleged to have violated the rights or interests of any person or entity; impairs or threatens to impair the functionality of servers owned or operated by Provider, or other Web sites hosted or maintained by Provider on its own behalf or for the benefit of other customers; or has violated or threatens to violate this Agreement.

3. Customer explicitly licenses Provider to make copies of any copyright protected materials necessary to provide the Services to Customer and to make any copies necessary to preserve and maintain Provider’s system and Customer’s files and electronic mail.

4. Customer explicitly licenses Provider to make copies, without limitation, of any copyrighted materials submitted to a public forum maintained on Provider’s system, or submitted to any forum to which Provider provides access. This clause cannot be modified by either party unless any modification is in writing and signed by both parties.

5. Unattended Forms. Customer shall not run any programs or software that continually send data over or access Provider’s system, or run any programs or software on Provider’s system unattended, unless such use has been approved in writing by Provider.

D. Equipment.

1. Installation, Operation, and Maintenance of Equipment. Provider shall install, construct, operate, and maintain all cable, equipment, and other facilities necessary to provide the Services to Customer up to a point of demarcation identified by Provider. Unless the parties mutually agree otherwise in writing, Customer shall be responsible for the installation, construction, operation, and maintenance of all cable, equipment, software, licensing and other facilities necessary to utilize the Services from and after the point of demarcation. To the extent necessary, Customer shall, at no cost to Provider, grant to Provider and its agents access, including any necessary or required easement, to Customer’s premises as may be necessary for Provider to install, construct, operate, or maintain any cable, equipment, software, licensing or other facilities, to otherwise provide the Services to Customer. Except in emergency situations (which shall be determined by Provider, in its reasonable judgment), Provider will obtain approval from Customer (not to be unreasonably withheld or delayed) before entering upon Customer’s premises to engage in any of the foregoing activities.

2. Responsibility for Equipment. Except as otherwise specified in the Quote, neither party shall be responsible for the maintenance or repair of cable, electronics, structures, equipment, or materials owned by the other party; provided, however, that each party shall be responsible to

the other for any damage or harm, including damage caused by environmental conditions at a party’s location, or by the negligence or willful misconduct of the other party. Customer shall be responsible for maintaining sufficient insurance coverage to cover damage to Customer’s physical property, whether located at Customer’s premises or at Provider’s premises.

3. Title and Control of Facilities. Title to equipment or facilities owned by Provider and used in any fashion to provide Services shall remain with Provider. Customer shall keep all such equipment and facilities located on Customer’s premises free and clear of all liens, encumbrances, and security interests, and shall not tamper with or allow the same to be moved or tampered with by any person not authorized by Provider to do so. Customer shall also keep all such equipment and facilities secure and free from environmental hazards.

4. Access to Equipment and Facilities upon Termination or Expiration of Agreement. Customer shall grant Provider access to all of Provider’s equipment and other facilities in or about Customer’s premises for purposes of removing the same during the thirty (30) days immediately following the termination or expiration of this Agreement by either party and for any reason. Such access shall be granted during normal business hours and shall afford Provider sufficient time and opportunity to remove its equipment and other facilities from Customer’s premises.

E. Procurement of Access Rights. Customer shall, at its expense, procure all necessary rights of way, easements, franchises, licenses, conduit rights, building entrance rights, landlord consents, and other rights and grants of authority which are necessary or desirable for Provider to provide the Services to Customer.

F. Security of Transmitted Information. When applicable, Customer shall incorporate Secure Socket Layer (“SSL”), or substantially equivalent technology, to transmit sensitive Customer information (such as payment information, credit card information, social security numbers and medical information protected by HIPAA) over the World Wide Web. Notwithstanding the incorporation of such technology into the Services delivered to Customer, Provider shall not be liable to Customer or any third party for the failure of such technology to maintain the confidentiality of any information transmitted by, from, or to Provider pursuant to this Agreement, or in connection with the Services provided to Customer.

G. Virtual Private Network Security. Provider’s VPN security shall comply with the following NIST Publications:

https://csrc.nist.gov/pubs/sp/800/52/r2/final

https://csrc.nist.gov/pubs/sp/800/77/r1/final

https://csrc.nist.gov/pubs/sp/800/113/final

H. Customer Responsibility of Hosted Software.

1. General. “Hosted Software” shall mean any third-party software that is installed on a remote server which users can access and use through the Internet. Customer acknowledges that with respect to the Hosted Software, all the design, development, operation, support and maintenance of the Hosted Software program is Customer’s full financial responsibility. In addition, any Web site owned or operated by Customer; any telecommunication equipment and software owned or operated by Customer; all computer network hardware and software owned and operated by Customer; and all associated software licensing, services, support, maintenance, upgrades, and renewal costs of all items owned or operated by Customer is Customer’s full financial responsibility. Customer also acknowledges that in respect to the Hosted Software, Provider’s only responsibility is to provide the Services as outlined in this Agreement. Customer further acknowledges that no system on the Internet can be guaranteed safe from unauthorized intrusion, and therefore any confidential or other information stored on or transmitted through Provider’s system is stored or transmitted at Customer’s sole risk.

2. Hosted Software Content. “Hosted Software Content” shall mean any data provided by Customer. Customer represents and warrants that: (i) Customer owns or has sufficient rights in and to Hosted Software and the Hosted Software Content, including without limitation, personal, medical and financial information contained within the Hosted Software content, in order to use, and permit use of, the Hosted Software content as contemplated in this Agreement; and (ii) the Hosted Software Content does not and shall not contain any content, materials, advertising or services that infringe on or violate any applicable law, regulation or right of a third party. Provider only provides access to the Hosted Software. Provider does not operate or control the information, services, opinions or other content of the Internet. Provider does not monitor and shall have no liability or responsibility whatsoever for the Hosted Software Content or any transmissions or communications transmitted or otherwise disseminated via the Services. Customer agrees that it shall make no claim whatsoever against Provider relating to the Hosted Software Content or content of the Internet or respecting any information, product, service or software ordered through or provided via the Internet, and Customer shall indemnify and hold Provider harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related, directly or indirectly, to such Hosted Software Content.

3. Configuration and Support. Customer shall maintain and update DNS records for all domains, and Customer shall be fully responsible for DNS configuration. Customer shall provide level 1 support including, but not limited to initial incoming calls and basic level troubleshooting. Customer shall be responsible for reconfiguring and setting up all mail clients for each individual user account on each computer.

4. Domain Names. In the event that the Quote attached hereto includes the purchase of any domain names, the following shall apply. Customer’s purchase of domain names shall automatically renew for successive twelve-month terms, subject to any price adjustment, unless Customer provides written notice to Provider of its intent not to automatically renew prior to the

expiration of the then current term. Provider shall have the right to adjust the pricing for each renewal term by providing notice to Customer prior to the expiration of the then current term.

5. Notification. Customer shall notify Provider immediately upon the termination of employment of any Customer employee who has access to any Services under this Agreement.

Version 2026.5  |  Updated 9.1.2026