SOFTWARE AS A SERVICE TERMS AND CONDITIONS

SOFTWARE AS A SERVICE TERMS AND CONDITIONS

(Last Updated: June 5, 2026)

 

These terms and conditions and any accompanying Connectbase product and pricing document (any Order as defined below, together with any attachments thereto), executed as a written and signed standalone Order or agreed to as part of an online order process on the Connectbase website, is BETWEEN Connected2Fiber, Inc., d/b/a Connectbase (together with its Affiliates, “Connectbase” or “Company”) AND the named entity on any Connectbase Order (“Customer”), (collectively the “Agreement”) is a binding contract between Connectbase and the Customer.

 

DEFINITIONS

 

“Affiliate” means any entity, that directly or indirectly controls, is controlled by, or is under common Control with a Party.

“API” means application programming interface.

“Connections” means integrations between Company instances within the Company SaaS platform enabling two parties, one in each system, to integrate quoting in a trust based digital enablement where both parties (a buyer and a seller) must acknowledge permission, either on a per connection basis or in aggregate.

“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. The Agreement shall apply to each of the Customer’s Affiliates, provided they use the Services.

“Customer Data” has the meaning given in Section 3.1.

“Customer Spend” means the Customer’s telecommunications charges submitted by Customer and successfully ingested in the Services in any given month.

“Days” means calendar days, unless otherwise specified.

“Documentation” means any written or electronically transmitted information provided by Company in connection with the Services and describe the functionality of the Services.

“EU Data Protection Law” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Fees” means the amounts payable to Company by the Customer in exchange for the Services ordered or agreed to as specified in the written Order and subject to the Terms, and any additional amounts otherwise due and payable under the Agreement, including, without limitation, any usage based or overage fees incurred under this Agreement, late fees and collection costs.

“Intellectual Property Rights” are the exclusive rights held by the Disclosing Party of a copyright, patent, trademark, or trade secret, including, but not limited to (i) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the rights to use, make, have made, sell, offer to sell, and import patented subject matter and to practice patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications.  Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including privacy rights and any rights in databases recognized by applicable law

“Malicious Code” means code, files, scripts, agents and/or programs intended to do harm, including, but not limited to, viruses, worms, time bombs, and Trojan Horses.

“Order” means any SaaS Agreement Order, Order, Order Form, Amendment, Addendum, or Statement of Work (“SOW”) that sets forth the Services and Fees provided by Company to Customer.

“Services” means any online, cloud-based, associated mobile applications or web-based platform and services, including any API’s, and any updates, enhancements, modifications, or new features made available by Company that the Customer purchases or uses from Company. Services exclude any Third Party Applications.

“Terms” means these terms and conditions, or any other terms set forth in an Order, applicable to the Customers use of the Services provided by Company.

“Privacy Policy” means the policy that governs the use of any private information we gather from Users, located at the following URL (https://www.connectbase.com/privacy-policy/) as may be updated from time to time.  In the event performance under this Agreement includes the collection, transfer, storage, disclosure, or processing of “Personal Data” as defined by EU Data Protection Law, the Parties will enter into a Data Processing Agreement, which will govern the processing and transfer of Personal Data in compliance with EU Data Protection Law.  

“Statistical Usage Data” means statistical information that is collected, retained, and owned by Company, including, by way of example, counts of views of segments of a presentation or video within certain Customer Data (as defined in Section 3.1), frequency of views, indications of confusion, bookmarks into content, and statistical analysis of notes and discussions.

“Third Party Application” means a Web-based, mobile, offline or other software application functionality that is provided by Customer or a third party and interoperates with a Service.

“Users” means individuals who are authorized by the Customer to use Company’s Services, for whom subscriptions have been purchased or made available, and who have been supplied user identifications and passwords or granted access by the Customer to create user identification passwords or by Company at the Customer’s request. Users may include, but are not limited to, the Customer’s employees, members, consultants, agents, or contractors; or third parties with which the Customer transacts business provided such third parties are expressly authorized by Company in writing. The number of allowed Users is defined in an Order.

 

1. SERVICES AND SUPPORT

1.1 Provision of Services. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services set forth in any Order to this Agreement. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of or cancel usernames that violate Company policies or pose security, operational, or reputational risk.  

1.2 Access Rights. During the Service Term or any Renewal Term of this Agreement, Customer will receive a nonexclusive, non-assignable, royalty free, right to access and use the Services subject to the terms and conditions of this Agreement and up to the number of Users set forth in an Order. Unless otherwise approved by Company in writing, all Users must authenticate using Customer‑owned corporate email domains; personal email domains (e.g., gmail, yahoo) are prohibited.   The Services are provided as subscriptions and Customer agrees that it does not acquire under this Agreement any license, or Intellectual Property Rights of any kind or nature, to access or to use Company programs in excess of the scope and/or duration of the Services.  Upon the conclusion of the Term, Customer’s right to access or use Company’s Services specified in an Order shall terminate. Customer acknowledges that its rights are limited to the subscription term and that no perpetual or implied licenses are granted.

1.3 License to Customer Data. License by Customer to host Customer Data and Applications. Customer hereby grants Company and its Affiliates a worldwide, limited-term license to host, copy, transmit, use, and/or display Customer Data in order to provide the Services and perform its obligations in accordance with this Agreement. Subject to the limited licenses granted herein, Company acquires no right, title or interest from Customer or its licensors under this Agreement in or to Customer Data.  Customer further grants Company the right to use Customer Data in de‑identified or aggregated form for analytics, benchmarking, and product improvement.

1.4 Support. Subject to the terms hereof, Company will provide Customer with reasonable technical support services, consistent with the industry standard and in accordance with the standard practice of the Company, with chat, phone, email, and system support provided as described in Exhibit C (Technical Support Terms).  In the event that Customer seeks additional or expanded technical or installation support beyond that noted in either standard (default) or premium (additional Fee) support and Company agrees to provide such support, the rate and terms of such additional support shall constitute Professional Services as set forth in section 9.3 and may be implemented via an Order.  Company may modify its support offerings, response times, or support channels upon thirty (30) days’ notice, provided such modifications do not materially degrade overall support.

1.5 Service Level Terms. Subject to the terms and conditions of this Agreement, Company will make the Services available to Customer as described in the Service Level Terms set forth here. 

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Restrictions. Customer will not, a) directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, Documentation or data related to the Services (“Software”); b)  modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); c) use the Services or Software or any Documentation provided therewith for any purposes beyond the scope of this Agreement; d) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or e)  use, download, copy, transmit, display, perform, distribute, or store any of the Software in violation of any applicable law or regulation, or in any manner that infringes the copyright, trademark, trade secret or other Intellectual Property Rights of others.   Customer shall not embed, frame, scrape, or otherwise expose any portion of the Services in any external system without Company’s prior written approval. . Customer shall not take any action or fail to take any action that will have the effect of removing or inhibiting the display of all proprietary notices or legends of Company Services, Software or Documentation supplied therewith including, without limitation, all such notices or legends referring to Company’s reservation or assertion of rights under U.S. copyright laws and international copyright conventions as they now appear or as Company may in the future furnish to Customer and in any media or packaging containing or accompanying the Company Services, Software or Documentation.  Customer shall not permit any third party to access the Services except Users expressly authorized under this Agreement.

2.2 Export Controls. Each party shall comply with all applicable export control and economic sanctions laws and regulations, including those of the United States. Customer shall not permit any user to access or use the Services in a U.S. embargoed country or in violation of U.S. export control restrictions or allow access by any person or entity on U.S. government restricted‑party lists. Customer is responsible for ensuring its Users’ compliance with this Section.

2.3 Compliance with Laws. Customer will use the Services only in compliance with all applicable laws and regulations.  Although the Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it reasonably believes may be (or is alleged to be) in violation of the foregoing.  Company may immediately suspend access to the Services if Customer’s use presents a legal, regulatory, or security risk.

2.4 Equipment and Security. Customer shall be responsible for obtaining and maintaining any Equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Company’s Services are provisioned and Customer shall access the Company Services through Company’s platform the specific deployment of which may be modified by Company from time to time at Company’s sole discretion.  Customer understands and acknowledges that Company does not and cannot guarantee how the Company Services will work in conjunction with any other programs and processes resident on Customer’s network or systems.  The Customer understands that accessing the Company’s Services requires internet connectivity, and any internet access issues are outside the Company’s control.  Customer expressly assumes all such risks.   Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.  Customer shall not allow end-users to share user login credentials to access Company Services.  Sharing of login credentials will be grounds for suspension of access to the Services or termination with cause by Company as permitted under Section 5.3. Additional end-users and associated charges for such end-users may be added through a new Order.  Customer acknowledges that Company has no responsibility for interoperability with Customer’s internal systems, networks, or third‑party software.  Company may suspend access without liability if Customer’s environment poses a security threat to the Services.

2.5 API Terms. By using Company APIs, Customer agrees to comply with the API Terms and Conditions located at https://www.connectbase.com/api-terms, as the same may be updated from time to time. In order to access certain APIs Customer may be required to provide certain information (such as identification, contact details, and an email address) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information Customer gives to Company will always be accurate and up to date and Customer will inform Company promptly of any updates including required removals. Only registered Customer domains are allowed to be used and unless prior approval is obtained from Company and the registered Customer’s admin, personal/non-corporate emails as identifiers are not permitted.  Customer’s usage of Company APIs will be limited to the maximum number of API calls set forth in an Order for each API subscribed and subject to additional per API call charges in excess of the maximum API calls for each API subscribed.  Customer acknowledges that exceeding API limits may result in throttling, suspension, or additional usage fees.

2.6 Acceptable Use and Prohibited Activities. Customer shall not (a) make the Services available to anyone other than Users, (b) sell, resell (or offer for no charge), license, distribute, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or their related systems or networks. Resale of Company’s Services are only permitted under a separate reseller agreement executed between the Parties. Violation of this Section is considered to be a breach of this Agreement and subject to immediate suspension or termination of Service, and Company may pursue legal action including monetary damages above and beyond any Fees and Early Termination Fees due Company under this Agreement. 

2.7 Changes to Functionality and Service Updates. Company may modify, enhance, or discontinue features of the Services at any time, provided such changes do not materially reduce core functionality. Company shall use reasonable commercial efforts to deploy modifications, updates and upgrades in a manner that is minimally disruptive to Customer.  Customer acknowledges and agrees however that Company is not and cannot be responsible for any disruption to Customer’s operations caused by such modifications, updates or upgrades.  Any such modifications, updates or upgrades to the Company Services shall be deemed to constitute part of the Company’s Services and shall be subject to all terms and provisions set forth in this Agreement, otherwise applicable to the Company’s Services, including, without limitation, terms and provisions related to use restrictions and Intellectual Property Rights.

2.8 No Personally Identifiable Information (“PII”). Except for Customer contact information (e.g., user names, email address) which may be required for the administration and use of Company Services, Customer will not, and will not permit any person or entity to, upload (or otherwise store) in the Company’s software platform, or otherwise provide for processing by Company, any PII, including but not limited to an individual’s (a) financial account or payment card information; (b) patient, medical or other protected health information; (c) personal information of children; (d) social security, national identity, or similar personal identifiers; and (e) other personal data or personal information as such terms (or similar terms) are derived under applicable privacy or data protection laws. Uploading and/or storage of such PII is considered to be a breach of this Agreement and subject to termination of Services as set forth in Section 5.3. Company disclaims any responsibility or liability to Customer or third parties that might result from including PII by uploading and/or storing such PII in Customer’s free entry fields provisioned in the Company’s Services.  Customer shall promptly remove any prohibited PII uploaded in violation of this Section and shall indemnify Company for any resulting claims.

2.9 Customer Deleted Data. Company reserves the right to delete or discard any data, including any circuit records, after thirty (30) days, that Customer has flagged for deletion within Company’s platform.

2.10 Third Party Providers, Applications, and Customer Data.  If Customer installs or enables Third Party Applications for use with Services, Customer acknowledges that, (a) Third Party Application providers may require Customer to accept additional terms and conditions and/or pay a fee in order to use its services, and those additional terms and conditions are between Customer and such third party, (b) Company may allow those third party providers to access Customer Data as required for the interoperation and support of such Third Party Applications with the Services and Company shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by third party providers, (c) any third party’s use of information that Customer provides as part of using their service is subject to the privacy statements and practices of that third party and/or their suppliers.  Customer acknowledges that integrations with Third‑Party Applications are provided “as‑is” and Company has no liability for failures, data loss, or security issues arising from such integrations.

2.11 Integration with Third Party Applications. The Services may contain features designed to interoperate with Third Party Applications.  To use such features, Customer may be required to obtain access to such Third Party Applications from their providers. If the provider of any such Third Party Application ceases to make the Third Party Application available for interoperation with the corresponding Service features, Company may cease providing such Service features without entitling Customer to any refund, credit, or other compensation.  

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose features, functionality and performance of the Services relating to the Disclosing Party’s business and also includes oral, electronic or written information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of its disclosure (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Customer includes non-public data or documents provided by Customer, or on behalf of the Customer or it’s Users to Company to enable the provision of the Services (but specifically excludes Statistical Usage Data) (“Customer Data”). Proprietary Information of Company includes, but is not limited to, information pertaining to the features, functionality and performance of the Service, pricing, and this Agreement and any Provider IP (as defined in Section 3.2) as well as any data that is not Customer Data (“Company Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party, and (ii) not to use or divulge to any third person any such Proprietary Information, except in performance of the Services or as otherwise permitted herein.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or is required to be disclosed by law.     Upon termination or expiration, Customer shall immediately cease all use of the Services and, upon Company’s request, return or destroy all Provider IP and Company Data and certify such destruction in writing. Company may retain archival copies for legal, regulatory, or backup purposes.  Company may, but is not obligated to, retain Customer Data for up to thirty (30) days following termination. After such period, Company may delete Customer Data without liability. After thirty (30) days, Company will have no obligation to maintain or provide Customer Data.  Company reserves the right to charge a fee for return of such Customer Data depending on the nature of delivery and time involved to return such Customer Data. f the Parties have entered into any confidentiality agreement prior to the Agreement Effective Date with respect to the provision of Services by Company, that agreement will automatically be terminated without further action by the Parties from and after the Agreement Effective Date, provided that such prior agreement will continue to apply to any Proprietary Information shared prior to the Agreement Effective Date.

3.2 Proprietary Rights.  Customer acknowledges that all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, together with its codes, sequences, derivative works, organization, structure, interfaces, any Documentation, data, trade names, trademarks, patents, patent applications, or other related materials, and (b) any software, applications, inventions, or other technology developed in connection with Services or support  (collectively, the “Provider IP”), is, and at all times shall remain, the sole and exclusive property of Company. Customer shall not challenge, contest, or otherwise interfere with Company’s ownership of the Provider IP.  The Provider IP contains trade secrets and proprietary information owned by Company and is protected by copyright, trademark, patent, and other laws relating to intellectual property. Except for the right to use the Services, as expressly provided herein, this Agreement does not grant to Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Services or Software. All rights not expressly granted to Customer are reserved by Company. 

3.3 Compelled Disclosure. In the event that Receiving Party is required (by oral questions, interrogatories, demands for information or documents, subpoena, order of a court or regulatory body, civil investigative demand or other process) to disclose any Proprietary Information, before complying with such requirement, Receiving Party shall provide Disclosing Party with prompt notice of such requirement so that Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance by Receiving Party with the provisions of this Agreement.  Receiving Party agrees to cooperate with Disclosing Party (at Disclosing Party’s expense) in Disclosing Party’s efforts to obtain such protective order or other remedy.  If for any reason Disclosing Party does not obtain such protective order or other remedy, unless Disclosing Party shall otherwise waive its rights hereunder, Receiving Party shall be permitted to disclose only that portion of the Proprietary Information that it is legally compelled to disclose.  If Disclosing Party obtains such protective order or other remedy, Receiving Party shall refrain from disclosing Proprietary Information in accordance herewith and such protective order or other remedy.

3.4 Statistical Usage Data  Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (specifically Customer’s access methods, use of authorized credentials, review of performance queries on data, speed of data return, validity of data), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, so long as such Customer Data is not identifiable by name to any other third party, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.  Customer shall promptly notify Company of any concerns regarding de‑identification, and Company will use commercially reasonable efforts to address such concerns. .

3.5 Feedback. Feedback” means recommendations, suggestions, enhancement requests or other feedback of any ideas, technology, development, derivative works, or other intellectual property related to the Service or any services of products provided by Company. If Customer provides Feedback, Customer grants Company a worldwide, perpetual, irrevocable, sub-licensable, royalty-free, transferable license to use the Feedback in the Service and any intellectual property Company develops. Customer irrevocably assigns to Company all right, title, and interest in and to any Feedback.

3.6 Injunctive Relief. Each Party acknowledges that, in the event of a breach or threatened breach by the other Party of any of the provisions of Section 2, and Sections 3.1 and 3.2  of this Agreement, the non-violating Party will not have an adequate remedy in money or damages. Each Party shall therefore be entitled to obtain injunctive relief against any such breach or threatened breach by the other. Neither Party’s rights under this Section 3.6 shall in any way be construed to limit or restrict such Party’s right to seek or obtain other damages or relief under this Agreement or under applicable law.

3.7. Reservation of Rights. Subject to the limited rights expressly granted to Customer under this Agreement, Company reserves all rights, title, and interest in and to the Services, the Provider IP, the Statistical Usage Data, the Documentation, and all related Intellectual Property Rights. No rights are granted to Customer other than as expressly set forth in this Agreement. Customer shall retain all right, title, and interest in and to Customer Data.

4. PAYMENT OF FEES

4.1 Fees.  Customer will pay Company the then applicable Fees described in any Order for the Services in accordance with the terms therein (the “Fees”). Company may audit Customer’s usage of the Services, including API calls, User counts, and Customer Spend, upon reasonable notice. Customer shall promptly pay any under‑reported or unpaid Fees. Customer will be invoiced on the Effective Date  of this Agreement, unless otherwise specified in an Order, and will make additional payments annually thereafter, unless otherwise agreed to in the Order.  Payment is due as set forth in Section 4.3 below. Customer acknowledges and agrees that Company may monitor Customer’s use of the Services for purposes of verifying compliance with this Agreement.  If Customer’s use of the Services exceeds the Users, usage or Customer Spend set forth in any Order or otherwise requires the payment of any additional Fees, including Professional Services or any usage based Fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional Fees in the manner provided herein.  Usage-based Fees will be billed monthly in arrears. Fixed price Professional Services Fees will be billed in advance and time and materials Professional Services Fees may be billed in advance or arrears based on application.  Company reserves the right to increase the Fees or applicable charges and to reflect any adjusted charges and Fees at the end of the Service Term or then current Renewal Term (as defined in Section 5.1), upon ninety (90) Days prior written notice to Customer (which may be sent by email). If during any Term the Customer experiences a material change in Customer’s business operations, including, but not limited to an acquisition of or by another company, which impacts, or may impact the use of Company Services, Company and Customer shall engage in good faith negotiations to adjust the Fees or applicable charges for the remainder of the current Term from the date of the material change. If a purchase order is required for payment, Customer agrees to provide the applicable purchase order number(s) to Company, and such purchase order number will be listed in the Customer Billing Information section of this Agreement. If no purchase order is required for payment, Customer guarantees that payment will not be delayed.

4.2 Disputed Amounts. The Customer will provide the Company with written notice of any good faith dispute regarding the Fees within thirty (30) Days of the invoice date for which the Customer is disputing any Fees, and shall include the disputed amount (the “Disputed Amount”) supported by a bona fide explanation and Documentation supporting the Disputed Amount, and work in good faith with the Company to resolve any such disputes in an expeditious manner; in the meantime, the Customer will pay the undisputed portion of any invoice hereunder and the Company will continue performance of the Services. If the parties are unable to resolve any Disputed Amounts under this Section 4.2 within thirty (30) Days after written notice to the Company of the dispute, each party is free to seek relief as set forth in Section 13 of this Agreement. Any invoice amount not disputed within thirty (30) Days of the invoice date is deemed correct and binding on the Customer.  Customer shall not withhold or delay payment of undisputed amounts as a condition to resolving disputed amounts.

4.3 Late Payment.  Company will bill Customer through an invoice and full payment for invoices issued must be received by Company thirty (30) Days after Customer’s receipt of the invoice, unless otherwise specified in any Order, except for any Disputed Amount defined in Section 4.2 above. Unpaid amounts, except for Disputed Amounts (1) are subject to a finance charge of one-and one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, (2) may be subject to all expenses of collection incurred by Company. and (3) may result in termination of Services under Section 5.4.    If a disputed amount is resolved in Company’s favor, such amount shall accrue interest from the original due date.

4.4 Taxes. All Fees under this Agreement are exclusive of taxes. Customer is responsible for all sales, use, value‑added, goods and services, digital services, consumption, withholding, and other similar taxes arising out of or relating to the Services or this Agreement, excluding taxes imposed on Company’s net income, property, or employees. Customer shall pay such taxes directly to the applicable taxing authority or, if Company is required by law to collect or remit such taxes, Customer shall pay those amounts to Company within thirty (30) days of invoice. If Customer is required by law to withhold any taxes from amounts payable to Company, Customer shall gross‑up such payments so that Company receives the full amount it would have received had no withholding been required.  Customer shall provide Company with any applicable tax‑exemption, reseller, resale, or VAT‑registration certificates upon request. Any such certificate must be valid, properly completed, and acceptable to the relevant taxing authority. If any certificate provided by Customer is rejected, found invalid, or later successfully challenged by a taxing authority, Customer shall be solely responsible for all resulting taxes, interest, penalties, and costs, and shall promptly reimburse Company for any amounts paid or incurred by Company in connection therewith.  Neither Party is responsible for taxes imposed on the other Party.  Customer shall indemnify Company for any taxes, penalties, or interest arising from Customer’s failure to provide valid exemption documentation.  Company may charge administrative fees for processing tax-related adjustments for gross-up calculations.

5. TERM AND TERMINATION; SUSPENSION

5.1 Term; Renewal. This Agreement will commence on the Effective Date and thereafter will remain in effect unless and until terminated as set forth in this Section 5. (the “Term”), provided that this Agreement will not terminate with respect to any then-current Order that has not expired, or a party has not terminated.  Separate from the Term of this Agreement, each Order will commence on its respective effective date and thereafter will remain in effect for the term stated therein (“Service Term”).  Each Service Term shall automatically renew for successive one (1) year Renewal Terms unless Customer provides written notice of non‑renewal at least sixty (60) days prior to the end of the then‑current Term. Company may provide notice of non‑renewal at any time. Customer acknowledges that termination of the Agreement does not terminate any active Order unless expressly stated in writing by Company.

5.2 Early Termination Fees. Customer may not terminate this Agreement or any Order for convenience. In the event Customer terminates any Order prior to the end of the Service Term (or prior to the end of any Renewal Term if the Renewal Term is greater than one (1) year, or if an Order has automatically renewed for any additional Renewal Term and Customer has not properly notified Company pursuant to Section 5.1 above), unless otherwise agreed to by the Parties, Customer will be assessed an early termination fee equal to all Fees that would have become due for the remainder of the Service Term, or Renewal Term, had the Order not been terminated, calculated from the date of early termination identified in Customer’s notice to Company in writing of any early termination. Early Termination Fees shall be due and payable upon Customer’s notice of termination or Company’s termination for Customer breach.

5.3 Termination for Breach. In addition to any other remedies it may have, either party may also terminate this Agreement in the event of a material breach of the Agreement or any Order by the other party which remains uncured after thirty (30) Days written notice to the other party. In the event Customer terminates the Agreement for the Company’s uncured material breach, Early Termination Fee shall not apply.

5.4 Suspension or Termination for Non-Payment. If Customer fails to pay any undisputed Fees due under this Agreement within ten (10) days after the due date, Company may, upon written notice to Customer either, at its sole discretion either: (i) suspend access to and use of the Services until such amounts are paid in full. Suspension of Services shall not relieve Customer of its obligation to pay all outstanding Fees, nor shall it limit any other rights or remedies available to Company under this Agreement or applicable law. Company shall not be liable for any damages, losses, or liabilities arising from or related to such suspension; or (ii) Company may, upon written notice to Customer, terminate this Agreement if Customer has failed to pay any undisputed charges ten (10) days after receiving written notice from Company of the possibility of termination for failure to make such payments.  Suspension does not limit Company’s right to continue accruing Fees or to pursue collections.

5.5. Effect of Termination. In the event of either Termination for Breach by Customer or Termination for Non-Payment by Customer in Sections 5.3 and 5.4 above, Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.  Upon termination, all rights granted to Customer immediately cease, and Customer shall promptly return or destroy all Provider IP.

5.6 API Email Restrictions. Use of personal or non-corporate email addresses for API access is strictly prohibited and constitutes a material breach. Company may immediately suspend and/or terminate access without notice, and Company will not be liable for any damages related to such termination or suspension. Companies with Authorized Users of an API registered using a personal email or company/corporate address are responsible for terminating access to the API upon termination of employment with Customer and the Customer remains liable for any/all usage charges associated with accessing/using the API until the Customer terminates access to any API. Customer remains responsible for all API usage until Customer revokes access credentials.

6. REPRESENTATIONS, ACKNOWLEDGEMENTS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

6.1 Representations. Each Party represents and warrants that it has validly entered into this Agreement, has the legal power to do so, and that its execution and performance of this Agreement will not violate any other contract, obligation, or instrument to which it is a party or by which it is bound.

6.2 Company Warranties. Company warrants that: (a) it shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes material errors and interruptions and shall perform all Services in a professional and workmanlike manner; (b) the Services will perform materially in accordance with the applicable Documentation; (c) it will not materially decrease the overall security or functionality of the Services during the Term; (d) the Services and any underlying software provided by Company do not, to Company’s knowledge, infringe any United States patent, copyright, or trade secret of any third party; and (e) Company uses commercially reasonable efforts to ensure that the Service are free from Malicious Code.  Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, or for reasons beyond Company’s reasonable control; however, Company shall use commercially reasonable efforts to provide advance notice of any scheduled service disruption.  Company does not warrant that Third‑Party Applications, Customer Data, or Customer systems are free from Malicious Code.

6.3 Exclusive Remedies. For any breach of the warranties in this Section, Customer’s exclusive remedies for breach of the warranties in this Section shall be: (i) Company’s correction of the non‑conforming Services; or (ii) if Company cannot correct the non‑conformity within a reasonable time, Customer may terminate the affected Services and receive a prorated refund of prepaid Fees.

6.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND ALL MATERIALS, SOFTWARE, AND DATA PROVIDED BY COMPANY ARE PROVIDED “AS IS,” AND COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, NON‑INTERFERENCE, SYSTEM INTEGRATION, ACCURACY OF DATA, QUALITY, OR THE ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. COMPANY DISCLAIMS ALL LIABILITY FOR, AND CUSTOMER ASSUMES ALL RISK OF, ANY ACTS OR OMISSIONS OF THIRD‑PARTY HOSTING PROVIDERS.  COMPANY DOES NOT WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (II) THE SERVICES WILL OPERATE WITHOUT INTERRUPTION; (III) THE SERVICES WILL BE COMPATIBLE WITH CUSTOMER’S SYSTEMS; OR (IV) ALL DEFECTS WILL BE CORRECTED.  CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE SUITABLE FOR CUSTOMER’S INTENDED USE.

7. INDEMNIFICATION

7.1 Indemnification by Company.  Company shall defend Customer against any claim, demand, suit, or proceeding made or brought by a third party alleging that Customer’s authorized use of the Services infringes or misappropriates such third party’s Intellectual Property Rights (“Claim Against Customer”), and shall indemnify Customer for any damages, reasonable attorneys’ fees, and costs finally awarded against Customer, or amounts paid under a settlement approved by Company in writing. Company’s obligations are conditioned upon Customer (a) providing Company with prompt written notice of the Claim Against Customer (provided that Company’s obligations shall only be reduced to the extent Company is materially prejudiced by any delay), (b) granting Company sole control of the defense and settlement of the Claim Against Customer. Company may not settle any Claim Against Customer provided such settlement includes a full release of Customer and does not impose obligations on Customer other that cessation of use of the affected Services, and (c) providing Company reasonable cooperation.  If Company reasonably believes the Services may infringe or be the subject of a Claim Against Customer, Company may, at its option and expense: (i) modify the Services to be non‑infringing without materially reducing functionality, (ii) obtain a license for Customer to continue using the Services, or (iii) terminate the affected Services and refund Customer any prepaid fees for the remainder of the Term.  Company shall have no liability for any Claim Against Customer arising from: (1) modifications to the Services not made by Company, (2) use or combination of the Services with materials, data (including Customer Data), software (including open‑source software), or technology not provided by Company, (3) use of Third‑Party Applications, (4) use of the Services other than in accordance with the Documentation, or (5) use of the Services in a manner not expressly authorized by this Agreement (“Customer’s Assumed Risks”).

7.2 Indemnification by Customer. Customer shall defend and indemnify Company, its Affiliates, officers, directors, and employees against any claim, demand, suit, or proceeding brought by a third party arising out of or related to: (a) Customer’s or its Users’ misuse of the Services or any of Customer’s Assumed Risks, (b) Customer’s breach of this Agreement, including any representations, warranties, obligations, or covenants, (c) Customer’s or its Users’ breach of confidentiality obligations, (d) Customer’s or its Users’ gross negligence or willful misconduct, (e) Customer’s or its Users’ violation of applicable law, or (f) any allegation that Customer Data infringes or misappropriates a third party’s Intellectual Property Rights (“Claim Against Company”).  Customer’s indemnification obligations apply regardless of whether the Claim Against Company also alleges acts or omissions by Company, except to the extent finally determined to be caused solely by Company’s willful misconduct.  Customer shall indemnify Company for any claims arising from Customer’s breach of Section 2 (Restrictions), including unauthorized access, credential sharing, or prohibited data uploads.

7.3 Exclusive Remedy. This Section 7 sets forth each Party’s sole and exclusive liability, and the other Party’s sole and exclusive remedy, for any Claims described in this Section.

8. LIMITATION OF LIABILITY

(a) Exclusion of Certain Damages. Except for the Excluded Claims set forth in Section (c), in no event shall either party, or its suppliers, officers, affiliates, representatives, contractors, or employees, be liable under any theory of liability—whether in contract, tort (including negligence), strict liability, or otherwise—for: (i) any error or interruption of use; (ii) loss, inaccuracy, or corruption of data; (iii) the cost of procurement of substitute goods, services, or technology; (iv) loss of business, revenue, or profits; or (v) any indirect, incidental, special, exemplary, or consequential damages, even if advised of the possibility of such damages.  Company shall have no liability for any damages arising from: (i) Third‑Party Applications; (ii) Customer Data; (iii) Customer’s systems, networks, or integrations; or (iv) Customer’s failure to maintain adequate security controls.

(b) Cap on Liability. Except for the Excluded Claims set forth in Section (c), the total aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total amount of Fees paid or payable by Customer to Company during the twelve (12) months immediately preceding the event giving rise to the claim. Multiple claims shall not expand this limitation.  For clarity, the cap applies in the aggregate to all claims, regardless of theory of liability.

(c) Excluded Claims. The limitations in Sections (a) and (b) shall not apply to: (i) either party’s indemnification obligations expressly stated in this Agreement; (ii) either party’s liability for bodily injury or death; (iii) Customer’s breach of its confidentiality obligations; (iv) Customer’s violation of the license restrictions or misuse of the Services; or (v) Customer’s breach of Section 2 (Restrictions).

(d) Basis of the Bargain. The parties acknowledge that the Fees reflect the allocation of risk set forth in this Section and that the limitations of liability are an essential basis of the bargain between the parties.

9. DATA SECURITY

9.1 Security Program.  Company shall maintain an information security program that includes administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Services. Customer acknowledges that Company’s security program may evolve over time, provided such changes do not materially reduce the overall level of protection.

9.2 Customer Responsibilities.  Customer is solely responsible for:

(a) securing its own systems, networks, and devices used to access the Services;

(b) maintaining industry‑standard access controls, including multi‑factor authentication where supported;

(c) promptly revoking access for terminated employees, contractors, or third parties; and

(d) ensuring Customer Data does not include prohibited data under Section 2.8.

9.3 Security Incidents.  Company will notify Customer without unreasonable delay after confirming a Security Incident affecting Customer Data stored within the Services. Customer acknowledges that Company’s notification obligations do not apply to incidents caused by Customer, Customer’s Users, or Customer’s third‑party systems.

9.4 No Liability for Customer Systems.  Company shall have no responsibility or liability for any Security Incident, data loss, or unauthorized access arising within Customer’s systems, networks, credentials, or third‑party integrations.

9.5 Penetration Testing and Audits.  Customer shall not conduct or permit any penetration testing, vulnerability scanning, or security assessments of the Services without Company’s prior written consent.

9.6 Data Security Notification. Promptly after confirming any unauthorized access, use, or disclosure of Customer Data within the Services caused by Company’s breach of its obligations under this Agreement (a “Security Incident”), Company shall notify Customer. Such notice shall include, to the extent known at the time: (i) the nature of the unauthorized access or disclosure, (ii) the categories of Customer Data affected, (iii) the identity of the unauthorized party, if known, (iv) steps Company has taken or will take to mitigate the effects of the Security Incident, and (v) steps Company has taken or will take to prevent a recurrence. Company shall provide additional information reasonably requested by Customer to the extent such information is available and its disclosure is permitted by law.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Company may assign or transfer this Agreement, in whole or in part, without restriction or prior written consent of the Customer. Customer may not assign this Agreement without the prior written consent of Company, except that Customer may assign this Agreement, in whole or in part, to any then‑existing affiliate or subsidiary of Customer, or in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets. Notwithstanding the foregoing, Customer must obtain Company’s prior written consent before assigning this Agreement to any entity that is an existing customer of Company. Customer may not assign this Agreement to any Company competitor under any circumstances.  Notwithstanding the foregoing, in no event will an assignment relieve Customer of its obligations under this Agreement.  Company may delegate the performance of certain parts of the Services to third parties provided Company remains responsible to Customer for the delivery of such Services.  This Agreement (including all Orders and Exhibits) constitutes the entire Agreement and supersedes all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action arising out of this Agreement, Company shall be entitled to recover its reasonable attorneys’ fees and costs.

Any action related to this Agreement will be governed by Delaware law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

 This Agreement, including all attachments, Order Forms, addenda and all Exhibits, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, this Agreement supersedes the terms of any other agreement accepted by Customer.

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. However, in the event of a conflict between the provisions of this Agreement and any Order Form, the provisions of this Agreement will supersede and govern, except in instances when the Order Form expressly identifies a particular section of this Agreement and expressly states that the Order Form should supersede and govern any conflict with that particular section in that instance. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing Company reserves the right to assign its right to receive and collect payments hereunder. Any rights not expressly granted herein are reserved by Company.

10.1 Force Majeure.  Company shall be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, Acts of God, fire, strike, embargo, cyber-attack, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of Company.  Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.  Each  Party acknowledges that Website operations may be affected by numerous factors outside of the other Party’s control.

10.2 Independent Contractor Status. The Parties are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither Party shall have authority to enter into agreements of any kind on behalf of the other Party. Further, except as may be expressly permitted with respect to indemnification hereunder, neither Party shall have the power or authority to bind or obligate the other Party in any manner towards any third party.

10.3 Professional Services.  From time to time, Company may agree to provide Professional Services to Customer.  “Professional Services” means installation, consulting, operational or other technical support or services provided in connection with Customer’s use of the Company’s Service which are not included in Customer’s subscribed Services. The specifics of such Professional Services shall be set forth in an Order, executed by both Parties.  Such statements of work shall include the rates, terms and conditions under which such Professional Services shall be performed.  Nothing herein shall be deemed to obligate Company to provide Professional Services unless agreed to in writing by both Parties.  Every Order for Professional Services hereunder shall include sufficient detail to allow Company to define the specific objective and estimate the Professional Services required. An Order may include specific project plans with both Company and Customer resource assignments.  Except as may be expressly stated to the contrary in a writing referring this Section, in the event of a conflict between the statement of work and this Agreement, the terms of this Agreement shall prevail.

10.4 Third Party Networks and Connectivity.  Except as may be expressly agreed otherwise in writing through a separate agreement, Company does not provide and Company assumes no responsibility for any network or connectivity used by Customer to host or access the Company Services.  Customer shall be solely responsible for obtaining any and all such network or connectivity and for any and all charges associated therewith.  Company shall have no responsibility for and no liability related to any and all failures, delays or inability or insufficient ability to access or use the Company Services caused in whole or in part by problems with or related to such hosting or connectivity.   Customer shall maintain adequate network security so as to reasonably protect Company’s Intellectual Property Rights and shall take any and all measures reasonably requested by Company to protect such Intellectual Property Rights.

10.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

10.6 Insurance.  Company shall maintain insurance coverage that is customary and appropriate for companies of similar size and offering similar services, including commercial general liability, cyber liability or technology errors and omissions, and workers’ compensation insurance, during the Term. Upon Customer’s written request, Company shall confirm in writing that such insurance is in effect. Company shall have no obligation to provide copies of its insurance policies, detailed policy information, or notice of changes to such policies. Customer acknowledges that Company’s insurance coverage may be modified from time to time, provided that such coverage remains commercially reasonable for a SaaS provider of similar size and nature.

11. PUBLICITY

Customer acknowledges and accepts that Company may include Customer’s name and logo in its customer lists and on its marketing materials. Upon the Effective Date of an Order and this Agreement, unless otherwise agreed to in writing by the parties, the Company may issue a press release announcing the relationship and the manner in which Customer will use Company’s Services. Company shall coordinate its efforts with appropriate communications personnel in Customer’s organization to obtain Customer’s approval of the press release, if necessary.  Customer grants Company a non‑exclusive, royalty‑free license to use Customer’s name, logo, and trademarks for marketing, promotional, and investor‑relations purposes.

12. REFERENCE

Customer agrees to reasonably cooperate with Company to serve as a reference account upon request of the Company.

13. NOTICES

Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by registered or certified mail return receipt requested, (c) sent by overnight courier, or (d) by email, effective upon transmission, provided no bounce-back error message is received. If to Company, a notice shall be forwarded to the Company at 134 Flanders Road, Suite 375, Westborough, MA 01581, Attn. CFO, with a copy to the Legal Department, with email copy of such notice sent to legal@connectbase.com, and if to Customer, a notice may be provided  either (a) to Customer at the address provided on the Agreement signature page, or (b) to the Customer contact name and email address set forth in an Order. Notices shall be considered to have been given at the time of actual delivery in person, five (5) business days after posting if by mail, one (1) business day if by overnight courier service, or email as described herein.  Customer shall keep its contract information current and acknowledges that failure to do so does not invalidate Company’s notices.

14. DISPUTE RESOLUTION

Customer’s satisfaction is an important objective to Company in performing its obligations under this Agreement. If a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.  Either Party may seek injunctive relief at any time without first engaging in the dispute‑resolution meeting.  The dispute‑resolution meeting requirement shall not delay Company’s right to suspend or terminate the Services under Section 5.

15. SIGNATURES

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with  applicable laws will be deemed original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.  Electronic signatures and click‑through acceptance mechanisms used by Company shall be deemed valid and binding execution.

 

Technical Support Terms

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Unless Customer subscribes to Premium Technical Support option in an Order (additional Fee), Customer will receive Standard Technical Support as set forth below.

Standard Technical Support

Company will provide Technical Support to Customer via telephone and electronic mail or Web between the hours of 8:00 AM and 5:00 PM ET, Monday through Friday, excluding Company Observed Holidays* (“Support Hours”).

Customer may request Technical Support during Support Hours by calling 508-202-1807, Option 2; by emailing support@connectbase.com, or; by submitting online at https://support.connectbase.com.

Company will respond to all support incidents within one (1) business day if the support incident is received outside of the Support Hours above.**

*Company Observed Holidays are New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve and Christmas Day.

** Customers receiving / subscribing to Network Capacity Solutions, Inc. (“NCS”) Services, (a wholly owned subsidiary of Company), for any support issues, you will need to request Technical Support during Support Hours by calling 866-323-4627, or by emailing support@networkcapacitysolutions.com

Premium Technical Support

Company will provide Technical Support to Customer as follows pursuant to the Severity level in the Support Issue Severity Definition Matrix below:

• Critical / P1 – Requests for Technical Support may be initiated by phone only by calling 508-202-1807, Option 2**.  Calls received during Support Hours will be responded to immediately.  Calls received outside of Support Hours will receive a call from the On-Call Support Engineer within 15 minutes.
• All Other Severity Levels – During Support Hours, by calling 508.202.1807, Option 2, emailing support@connectbase.com**, or; by submitting online at https://support.connectbase.com; Outside of Support  Hours, by emailing support@connectbase.com, or; by submitting online at https://support.connectbase.com, and Company will respond to such support incidents within one (1) business day following submission.

Company utilizes a 24/7 answering service to field all after hours calls for any Critical/P1 issues. If Customer needs to report a Critical/P1 issue during Non-Business Hours, please have the following information available:

• Customer Name
• Customer Contact Information
  • Name
  • Email
  • Contact’s phone number
• Description of the problem
• Impact statement on users/business

The answering service representative will create a support case on the customer’s behalf. The on-call Customer Support Engineer will be notified and is responsible for returning a call to the customer within 15 minutes.

Support Issue Severity Definition Matrix

Severity Level	Definition	Response Time	Resolution Effort/Time
Critical/P1	Production application is down or major malfunction resulting in the platform being in an inoperative state. Users are unable to complete any function in the platform.	Support Hours: Call only, immediate response. Non-Support Hours: Call only. Response time within 15 minutes of reported issue.	Continual effort until issue is resolved and production capability is restored.
High/P2	Significant loss of application functionality or performance resulting in high number of users unable to perform their normal functions. Major product/feature failure; inconvenient workaround. Platform is usable but severely limited.	Support Hours: Call, email, or support site submission. Non-Support Hours: Email or support site submission. Will be responded to the next business day.	Continual effort during business hours until issue is resolved, and production capability is restored.
Medium/P3	Moderate loss of application functionality or performance resulting in multiple users impacted in their normal functions. Minor feature or product failure; convenient workaround exists, minor performance degradation/not impacting production.	Support Hours: Call, email, or support site submission. Non-Support Hours: Email, or support site submission. Will be responded to the next business day.	Software/technical fix to be scheduled as part of software update or pre-determined hot fix.
Low/P4	Minor loss of application functionality, product feature requests or how-to questions. The issues consist of “how-to” questions including issues related to one or multiple modules, installation, configuration inquiries, enhancement requests or documentation questions.	Support Hours: Call, email, or support site submission. Non-Support Hours: Email or support site submission. Will be responded to the next business day.	Software/technical fix in a future, but undetermined release.

 

** Customers receiving / subscribing to Network Capacity Solutions, Inc. (“NCS”) Services, (a wholly owned subsidiary of Company), for any support issues, you will need to request Technical Support during Support Hours by calling 866-323-4627, or by emailing support@networkcapacitysolutions.com

Service Level Terms

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The Services shall be available ninety-nine and nine-tenths percent (99.9%), measured monthly over each calendar month, excluding Company scheduled maintenance hours (“Service Availability”). Service Availability is calculated to the nearest hour, based on the total number of hours in the given month. If Customer requests maintenance outside of the Company scheduled maintenance hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities, which are not attributable to Company’s Services, will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with Service availability shall be for each period of downtime lasting longer than two (2) hours, Company will credit Customer ten percent (10%) of the Services Fee for each period of downtime up to a maximum of one month’s worth of services. Downtime shall begin to accrue as soon as Customer notifies Company recognizes that downtime is taking place and continues until the availability of the Services is restored.  Such credits may not be redeemed for cash, except as noted below and shall not be cumulative beyond a total of credits for one (1) month of Services Fees in any one (1) calendar month. Company will either (1) apply any credit due Customer for the Service Term or the Renewal Term; or (2) provide a cash refund to the Customer following the expiration of the then current Service Term or Renewal Term for the month during which the Services did not meet the Service Availability.