Terms and Conditions

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THESE TERMS MAY BE AMENDED BY Global One Technologies INC. FROM TIME TO TIME BY POSTING SUCH AMENDMENTS ON ITS WEBSITE AND NOTIFYING YOU OF SUCH AMENDMENT. YOU CAN REVIEW THE MOST CURRENT VERSION OF THESE TERMS AND CONDITIONS AT ANY TIME AT THIS LOCATION. YOUR CONTINUED USE OF VENDOR’S SYSTEM AND/OR SERVICES AFTER YOU HAVE RECEIVED NOTICE OF SUCH AMENDMENT CONSTITUTES ACCEPTANCE OF ANY SUCH AMENDED TERMS.

WHEREFORE, Vendor is in the business of providing Services (as defined below) and, at the request of Customer, may, from time to time, sell Products (as defined below), and Customer wishes to retain Vendor for some or all of its Services or to purchase Products.

WHEREFORE, in performing the Services or selling Products, Vendor will use reasonable efforts to timely provide the resources required pursuant to the terms of this Agreement;

THEREFORE, in consideration of the commitments set forth below, the adequacy of which consideration the Parties hereby acknowledge, the Parties agree as follows.

THIS IS A LEGAL AGREEMENT. BY ACCESSING OR OTHERWISE PURCHASING PRODUCTS OR USING ANY SERVICES OR PRODUCTS PROVIDED, IN WHOLE OR IN PART, BY Global One Technologies INC, (“VENDOR”), YOU (“CUSTOMER” OR “YOU”) ACCEPT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PRODUCT & SERVICE AGREEMENT (“AGREEMENT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “CUSTOMER” “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR SUCH ENTITY DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES OR PRODUCTS. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY. VENDOR AND CUSTOMER ARE EACH A “PARTY” AND COLLECTIVELY WILL BE REFERRED TO AS THE “PARTIES.”

1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement:

1. 1. “Authorized Users” means any company or individual who uses the System or Communication Services on Customer’s behalf or through Customer’s account or passwords, including without limitation Customer’s Clients, and their employees and representatives, each of which has been authorized to access and use the System by Customer and identified to Vendor, as required in this Agreement. Any improper use of the System or Communication Services by Authorized Users will be sole responsibility of the Customer.

1. 2. “Casual Services” means those services that are not Managed Services, Cloud Services, or Project Services and are provided in response to requests from Customer’s authorized representative(s) for which: a) the scope has been estimated by Vendor to be less than eight (8) hours, but not limited to eight (8) hours; b) the requirements are, in Vendor’s sole opinion, well and clearly defined; and c) no project plan or functional specification is deemed necessary by Vendor. Casual Services are performed by Vendor on a time and materials basis in accordance with Vendor’s hourly rates for staff in effect at that time. Examples of Casual Services may include requests for telephone support or on-site consulting services less than one day in duration. It is Customer’s responsibility to specify and communicate to Vendor the identity of Customer’s authorized representative(s).

1. 3. “Cloud Components” means such elements of the System as hosted on the infrastructure pursuant to this Agreement.

1. 4. “Cloud Services” means those cloud services provided by or that may be provided by Vendor or any of Vendor’s providers, partners, affiliates, or any other person or entity used by Vendor (collectively, “Vendor Provider”). Use of Vendor’s infrastructure and/or services provided by Vendor or any Vendor Provider, constitutes acceptance and warrants Customer’s compliance with the terms and conditions set forth herein and as may be modified or updated from time to time on Vendor’s website. Under these terms, Customer’s access of Vendor’s network is an acknowledgement that Customer has read and understood the terms, and that Customer agrees to be bound by such terms and conditions. If Customer does not wish to be bound by such terms and conditions, Customer should not proceed to place any information of any kind on Vendor’s networks, in any way, including but not limited to transferring files, synchronizing email, or making configuration changes via Vendor’s control panel.

1. 5. “Communication Services” means those communication services, including but not limited to voice over IP (“VOIP”), Internet, or chat services provided by Vendor either directly or ancillary to the sale of Products as hereinafter defined.

1. 6. “Customer’s Clients” means any of Customer’s clients or customers or other third parties Customer gives access to the System, including without limitation such companies’ employees and representatives.

1. 7. “Customer Data” means data in electronic form managed or stored by the System that belong to or are owned by Customer, including without limitation data related to Customer’s Clients, other Authorized Users, and Customer’s Clients’ own customers. Customer Data shall include any and all information, data, materials, works, expressions or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted or otherwise provided or made available by or on behalf of Customer or any Authorized User or Customer’s Clients or for Processing by or through the System, or (b) collected, downloaded or otherwise received by Vendor or the System for Customer or any Authorized User or Customer’s Clients pursuant to this Agreement or at the written request or instruction of Customer or such Authorized User or Customer’s Clients. All output, copies, reproductions, improvements, modifications, adaptations, translations and other derivative works of, based on, derived from or otherwise using any Customer Data are themselves also Customer Data. The Customer is the owner of all Customer Data.

1. 8. “Customer’s Software” means software provided by the Customer, for which the Customer paid a valid vendor license, which shall be installed by Vendor, fully functioning and accessible on the Cloud Components.

1. 9. “Documentation” means Vendor’s standard manual prepared for customers related to use of the System.

1. 10. “Licensed Software” means such elements of the System provided by the Vendor.

1. 11. “Managed Services” means a predefined, proposed and agreed to set of IT services provided by the Vendor and billed to the Customer on a flat-rate, monthly basis.

1. 12. “Privacy Policy” means Vendor’s privacy policy, as set forth in its website, at https://www.g1its.com/privacy-policy/ pertaining to each Service or sale of Products, which may be amended from time to time.

1. 13. “Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (b) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

1. 14. “Product(s)” means those goods, including but not limited to computers, phones, and all manner of electronics that Customer may order from Vendor (including any equipment purchased for Communication Services), and, if such order is accepted by Vendor, Customer shall purchase from Vendor, from time to time.

1. 15. “Project Services” means those services that will be provided in accordance with separate statements of work (“Statement of Work”) signed by both Vendor and Customer. A Statement of Work will not be effective unless signed by both Vendor and Customer. Examples of Project Services may include services in connection with pre-implementation plans, implementation services, training, custom modifications, software development, and technical reviews. It is understood, that unless expressly provided for in the Statement of Work, all right, title and interest to any intellectual property created or generated by the Vendor in or by providing Project Services, inclusive of any and all software, belongs exclusively to the Vendor. Each Statement of Work will include the following:

A description of the Project Services to be provided and specifications for any deliverables, if applicable for the project.

The fees for the Project Services1. 16. “Services” means individually or collectively Cloud Services, Engineering Services, Communication Services, Casual Services, Managed Services, and/or Project Services, as each is defined herein.

1. 17. “SLA” means Vendor’s standard service level agreement for Managed Services and/or Cloud Services attached as Attachment G1-A and G1-B, respectively.

1. 18. “System” means that collective hardware and software components, including inter alia, any third-party hardware and software components, that makeup the Customer’s cloud account as hosted on Vendor’s infrastructure and accessed remotely, via the Cloud/Manufacturer.

2. DESCRIPTION OF SERVICES.

2. 1. Use of the System and Services. Provided Customer is in compliance with the terms and conditions defined herein, Customer shall be permitted to access and use the Cybersecurity/Information Technology and Cloud Services provided by the Vendor’s IT infrastructure. Vendor will use reasonable efforts to provide Customer with all hardware resources, software, features and functions proposed and agreed upon between the two Parties.

2. 2. Service Levels. Vendor shall provide the service levels and remedies listed in the SLA for any failure of the System listed in the SLA.

2. 3. Documentation. Customer may reproduce and use the Documentation during the term of this Agreement solely as necessary to support Authorized Users’ use of the System.

2. 4. System and Services Revisions. Vendor may revise the SLA or the features and functions of the Cloud Components or Services (such as infrastructure, security, technical configurations, application features, etc.) at any time, provided no such revision materially reduces features or functionality provided pursuant to this Agreement. In the event that Vendor makes any revisions to the SLA or the features and functions of Cybersecurity/Information Technology/Cloud Services that, in Vendor’s sole opinion, materially reduces features or functionality provided pursuant to this Agreement, it will use reasonable efforts to provide notice to the Customer if reasonably feasible. Notwithstanding the foregoing, Customer is required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, “Patches”) necessary for the proper function and security of the SLA, Cloud Components, or Services. Except for emergency or security-related maintenance activities, Vendor will use reasonable efforts to coordinate with Customer the scheduling of application of Patches, when reasonable and possible.

2. 5. Customer’s Clients. Customer may authorize Customer Clients to access and use the System in such numbers and according to such restrictions as are set forth in this Agreement. Customer shall provide complete name and contact information for each proposed Customer Client upon or before providing such access and update such information as soon as it becomes aware of a change.

2. 6. License. Vendor hereby grants Customer a nonexclusive license to reproduce and use the Licensed Software, in such quantities as proposed and agreed to by the Parties, as necessary for Customer’s internal business purposes and solely as a component of the System.

2. 7. Provision of Managed Services. Vendor shall provide the Managed Services, and Customer shall provide any assistance and cooperation necessary or required to facilitate the Managed Services.

2. 8. Provision of Cybersecurity/Cloud/Information Technology Services. Vendor shall provide Cybersecurity/Cloud/Information Technology Services and Customer shall provide any such assistance and cooperation necessary or required as set forth below and otherwise to facilitate the Cybersecurity/Cloud/Information Technology Services.

2. 9. Provision of Communication Services. Vendor shall provide Communication Services and Customer shall provide any such assistance and cooperation necessary or required as set forth below and otherwise to facilitate the Communication Services.

2. 10. Provision of Project Services. Vendor shall provide the Project Services and Customer shall provide any such assistance and cooperation necessary or required as set forth below and otherwise to facilitate the Project Services.

2. 11. Provision of Casual Services. Vendor shall provide the Causal Services and Customer shall provide any such assistance and cooperation necessary or required as set forth below and otherwise to facilitate the Causal Services.

2. 12. Service Requests. Should Customer experience any issues or problems with the Services, Customer shall follow the process as established by Vendor, which includes making a service request with Vendor. The agreed upon uptime and downtime of the Cloud Services provided shall be as provided in Attachment A-1. The level of service request and response time for resolving such service request as it relates to Managed Services shall be as provided in Attachment A-2.

2. 13. Scheduled Downtime. Vendor shall notify Customer at least 24 hours in advance of all scheduled outages of the System in whole or in part (“Scheduled Downtime”). All such scheduled outages shall last no longer than four hours.

2. 14. System Support. Vendor shall continuously monitor, maintain, upgrade, and manage the System to ensure it meets or exceeds SLA requirements. Vendor shall monitor and respond to System malfunction or performance degradation, proactively identify and remedy deficiencies and provide Customer notice of problems together with Vendor’s corrective plan or action and inform what steps will be taken to avoid recurring problems.

3. TERMS OF SERVICES.

3. 1. Use of Cybersecurity/Cloud/Information Technology Services. Customer is responsible for identifying and authenticating all Authorized Users for approving access by such Authorized Users, for controlling against unauthorized access by users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Customer and Customer’s users’ usernames, passwords and accounts with Vendor, Customer accepts responsibility for the confidentiality and timely and proper termination of user records in Customer’s local (intranet) identity infrastructure or on Customer’s local computers. Vendor is not responsible for any harm caused by Customer’s users, including individuals who were not authorized to have access to Cybersecurity/Cloud/Information Technology Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Customer’s local identity management infrastructure or Customer’s local computers. Customer is responsible for all activities that occur under Customer and Customer’s users’ usernames, passwords or accounts or resulting from Customer or Customer’s users’ access to Cybersecurity/Cloud/Information Technology Services and agree to notify Vendor immediately of any unauthorized use. Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing Cybersecurity/Cloud/Information Technology Services.

3. 2. Authorized User Conduct. Cybersecurity/Cloud/Information Technology Services and the System may only be used for lawful purposes. Any use of Cybersecurity/Cloud/Information Technology Services or any use of the System which violates any local, state, federal, or international laws which may apply to Vendor, Customer’s local jurisdiction, or any jurisdiction that Customer may be subject to is strictly prohibited. While using the System, Customer and its Authorized Users may not: a) Restrict or inhibit any other user from using and enjoying the Internet; b) Post or transmit any unlawful, threatening, abusive, libelous, defamatory, false, harassing or obscene, or otherwise objectionable information of any kind including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law including without limitation the U.S. export control laws and regulations, and laws protecting intellectual property including copyright, trademark, trade secret, misappropriation and anti-dilution laws; c) Post, publish, transmit, reproduce or distribute any information or software which contains a virus or other harmful component; (d) violate privacy rights or promote bigotry, racism, hatred or harm, (e) constitute unsolicited bulk e-mail, “junk mail,” “spam” or chain letters; or f) Post, publish, transmit, reproduce, distribute or in any way exploit any information, software, or other material obtained through the Services for commercial purposes (other than as expressly permitted by the provider of such information, software, or other material). In addition to any other rights afforded to Vendor under this Agreement, Vendor reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material. Vendor shall have no liability to Customer in the event that Vendor takes such action. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Customer’s content and applications. Customer agrees to defend and indemnify Vendor against any claim arising out of a violation of Customer’s obligations under this section.

3. 3. Indemnification. Customer agrees to indemnify, defend, and hold harmless Vendor from any and all liability, penalties, losses, damages, costs, expenses, attorneys’ fees, causes of action or claims caused by or resulting indirectly from Customer and its Authorized Users’ use of the Cybersecurity/Cloud/Information Technology Services which damages either Customer, Authorized Users, Vendor, or any other party or parties without limitation or exception. This indemnification and hold harmless agreement extends to all issues associated with Customer’s System, including but not limited to domain name selection and Web site content.

3. 4. ECPA Notice. Vendor reserves the right to monitor any and all communications through or with Vendor’s infrastructure. Customer agrees that as to Vendor’s provision of Services, there is no expectation of privacy, and the System is not considered a “secure communications medium” or “protected computer” for the purposes of the Electronic Communications Privacy Act (“ECPA”) or any other similar or related federal or state law.

3. 5. No Interference with Operation of System. Customer agrees not to maliciously or intentionally interfere with the proper operation of the System including but not limited to defeating identification procedures, obtaining access beyond that which Customer is authorized for, and impairing the availability, reliability, or quality of Cybersecurity/Cloud/Information Technology Services for other customers. Customer further agrees not to interfere with the proper operation of other systems reachable through the Internet including any attempt at unauthorized access. Customer agrees to follow the acceptable use policy of any network or service Customer connects to. Customer agrees to adhere to system policies as published online by Vendor, including restrictions on Cybersecurity/Cloud/Information Technology Services available with each account type, restrictions on certain features, and all other policies designed to protect and enhance the quality and reliability of service at Vendor. Customer agrees to abide by any and all future Vendor policy decisions.

3. 6. Backup of Data. Except as may be otherwise provided in a Managed Services agreement, Customer’s use of the Cybersecurity/Cloud/Information Technology Services is at its sole risk. While Vendor may backup its system (which may include Customer Data) from time to time, Vendor is not responsible nor has any liability for Customer Data. Customer agrees to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on Vendor’s infrastructure. Vendor does not warrant or provide a guarantee : a) against problems caused by Customer’s use of the Cybersecurity/Cloud/Information Technology Service with any third-party software, misuse, improper testing, unauthorized attempts to repair, modifications or customizations to the Cloud Service by Customer or any other cause beyond the range of the intended use of the Cloud Service; b) against any malware, data breach, data loss, virus, hacking, unauthorized data exfiltration, system or data rendered inaccessible through corruption or malicious act or c) that the Cloud Service will achieve Customer’s intended results, nor that the Cloud Service has been developed to meet Customer’s individual requirements.

3. 7. Transmittal of Materials. Customer agrees not to transmit unsolicited or prohibited advertisement or other harassing or illegal materials through electronic mail, Usenet postings or other internet media. The use of Vendor or any other service with reference to Cybersecurity/Cloud/Information Technology Services obtained through Vendor, for unsolicited mass mailings, postings, or other activities considered an annoyance to others, commonly referred to as “spamming” is strictly prohibited and may cause Customer’s Cybersecurity/Cloud/Information Technology Services to be terminated immediately and without warning and Customer will be held fully responsible for any damages to Customer, Vendor, or any other party or parties resulting from any such conduct.

3. 8. Audit. Vendor may audit Customer’s use of Cybersecurity/Cloud/Information Technology Services (e.g., through use of software tools) to assess whether your use of Cybersecurity/Cloud/Information Technology Services is in accordance with your purchase order and the terms of this Agreement. Customer agrees to cooperate with Vendor’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within thirty (30) days of written notification any fees applicable to your use of Cloud Services exceeding your rights. If Customer does not pay, Vendor can end the Cybersecurity/Cloud/Information Technology Services. Customer agrees that Vendor shall not be responsible for any of Customer’s costs incurred in cooperating with the audit.

4. TERMS OF COMMUNICATION SERVICES.

4. 1. Communication Services. The Communication Services include VOIP and other internet-based communications as described below. The Communication Services are provided at the agreed upon rate set forth in a separate invoice or schedule.

4. 2. Emergency Services. The Communication Services provided by Vendor supports access to internet-based 911 emergency services (“E-911”). E-911 is different than traditional 911 service and is generally referred to as enhanced 911 or E-911. E-911 service is subject to availability within an Authorized User’s calling jurisdiction. With E-911 service, when an Authorized User dials 911, the telephone number and the service address registered with the Vendor are simultaneously sent to the local emergency center assigned to the Authorized Users location. Customers in locations where the emergency center is not equipped to receive, capture, or retain an Authorized User telephone number and address have basic 911 or limited E-911. In addition, if an Authorized User dials 911 before that Authorized User’s registered location has been entered in the emergency operator’s database, that call will be routed to a national emergency call center. Furthermore, the emergency call-back number provided to each Authorized Users local emergency center will be designated by the Customer as described below. With basic 911 or limited E-911, the local emergency operator answering an Authorized User call may not have the Authorized User call-back number or exact location, so that the Authorized User must be prepared to give this information. Until an Authorized User gives the operator his or her phone number, that operator may not be able to return the Authorized User call if the call is dropped or disconnected, or if the Authorized User is unable to speak. Certain Customers may have Authorized Users that do not have access to either basic 911 or E-911. If an Authorized User does not have access to basic 911 or E-911, that person’s 911 call will be sent to a national emergency call center. A trained agent at the emergency call center will ask for the name, telephone number, and location of the Authorized User calling 911, and will contact the local emergency center for such customer in order to send help. Examples of situations where 911 calls will be sent to the national emergency call center include when there is a problem validating an Authorized Users address or the customer is located in an area that is not covered by the landline 911 network. Emergency personnel do not receive an Authorized User’s phone number or physical location when that person’s E-911 call is routed to the national emergency call center. The Customer authorizes Vendor to disclose an Authorized Person name and address to third parties involved with providing E-911 emergency services to Authorized Persons, including but not limited to, call routers, call centers, and local emergency centers.

4. 3. Reduced Speed for Routing or Answering E-911 Calls. There can be a greater possibility of network congestion and/or reduced speed in the routing of E-911 as compared to traditional 911 dialing over traditional public telephone networks.

4. 4. Registration of Authorized Person Physical Location Required. For each phone line or user account that you utilize with the Communication Services, a Customer must register with the Vendor the physical location associated with each Authorized Person designated phone line or user account be it attendant or associated with any Products for Communication Services purchased from the Vendor or otherwise. The Customer’s failure to do so may result in the suspension or termination of the Communication Services. Unless instructed otherwise or notified by the Customer, all of the Authorized Users will be registered to the Customer’s official designated physical office address where the Customer receives delivery of any communication Products or the address that Vendors has registered as the Customer’s physical address. It is incumbent on the Customer to register with Vendor each physical location for each respective Authorized User that is not encompassed or included within the phone numbers of accounts that are registered too the Customer’s initial registered office address. The Customer understands and agrees that the Customer is responsible to (i) confirm the accuracy of the physical address for each Authorize User account, (ii) instruct each Authorize User to notify the Customer each time an Authorized User changes location and (iii) to make any changes or additions needed for each Authorize User account such that such Authorize User’s physical location corresponds to the registered address that the Vendor has for that designated communication Product, account or phone number. The Customer understands that the failure to update and notify the Vendor of a change in the physical location of any Authorized Users’ communication Product or otherwise may cause that the emergency services triggered as the result of a E-911 call by such an Authorized Person to be routed to an emergency center near the old address and may result in help being sent to the wrong location. In addition, the Customer acknowledges that emergency service personnel may call back to the main office number or another number at the same location which the Customer has designated as the contact number in case of emergency, instead of calling back directly to the number from which an Authorized Person emergency call was made. The Customer will be liable for any charges or fees incurred by Vendor which arise out of or relate to the Customers failure to provide Vendor with the then-current physical location of an Authorized Person’s communication Product and/or physical location of where each Authorized Person designated account is utilized from, as applicable. Should an Authorized Person choose to use Vendor’s Communication System from outside of the United States, that Authorized Person will not have access to emergency 911 calling.

4. 5. Customer to Notify All Authorized Users of E-911 Difference. Customer is responsible to inform all Authorized Users and other third persons who may be present at the physical location where an Authorized User utilizes the Communication Services of the important distinctions and limitations of E-911 as compared with traditional 911. The following are some examples of the limitations of E-911:

Power and Broadband Outages: E-911 will not function in the event of a broadband, power or ISP service failure or disruption. If there is an interruption in the power supply, a power surge or a power failure, E-911 will not function until power is restored. A power failure, power surge or power disruption may require you to reset or reconfigure the communication Product prior to using the E-911, including to make emergency calls.

Service Suspension or Termination by Vendor: Termination or temporary suspension of service by Vendor or Customer’s cancellation of service, will disable ALL Communication Services, including the ability to make Emergency E-911 calls.4. 6. Landline 911 Emergency Calling. If you have a landline connected to the Communication Services equipment, 911 will be directed through your local telephone service line provided by your local telephone service company. In such case, your 911 calls will be handled by your local telephone service company, not by Vendor.

4. 7. E-911 Disclaimer of Liability and Indemnification. VENDOR DOES NOT HAVE ANY CONTROL OVER WHETHER, OR THE MANNER IN WHICH, CALLS USING THE 911 OR E-911 DIALING SERVICES ARE ANSWERED OR ADDRESSED BY ANY EMERGENCY RESPONSE CENTER. VENDOR DISCLAIMS ALL RESPONSIBILITY FOR THE ABILITY OF ANY PRODUCT SOLD BY VENDOR TO CONNECT TO AN EMERGENCY RESPONSE CENTER, THE CONDUCT OF THE EMERGENCY RESPONSE CENTER AND THE NATIONAL EMERGENCY CALLING CENTER. VENDOR RELIES ON THIRD PARTIES TO ASSIST IT IN ROUTING 911 CALLS TO EMERGENCY RESPONSE CENTERS AND TO A NATIONAL EMERGENCY CALLING CENTER. VENDOR DISCLAIMS ANY AND ALL LIABILITY OR RESPONSIBILITY IN THE EVENT SUCH THIRD PARTY DATA USED TO ROUTE CALLS IS INCORRECT OR YIELDS AN ERRONEOUS RESULT. VENDOR DOES NOT HAVE ANY CONTROL FOR CUSTOMER’S INTERNET CONNECTION OR THE MOBILE TELEPHONE CARRIER SERVICES UTILIZED BY CUSTOMER NOR WHETHER CUSTOMER REGISTER ANY OF THE PRODUCT WITH THE PHYSICAL LOCATION OR, ENTER IN THE CORRECT INFORMATION WHILE PROGRAMMING ANY OF THE EQUIPMENT ONLINE, TESTED THE FUNCTION AND RANGE OF ANY OF THE PRODUCT AND THE VENDOR SERVICES, OR CHARGE THE PRODUCT, IF APPLICABLE. CUSTOMER FURTHER ACKNOWLEDGES THAT THE E-911 DIALING SERVICE WILL NOT FUNCTION IN THE EVENT OF (I) AN INTERNET SERVICE OUTAGE, (II) AN ELECTRICAL POWER FAILURE THAT EXCEEDS ANY BATTERY BACKUP CAPABILITY, (III) A TEMPORARY BLOCK OR SUSPENSION OF CUSTOMERS SERVICE OR (IV) A SERVICE OUTAGE FOR ANY OTHER REASON. VENDOR IS SOLELY RESPONSIBLE FOR ENSURING THAT THE CUSTOMERS USE OF THE PRODUCT AND SERVICE MEETS ANY APPLICABLE REGULATORY REQUIREMENTS, INCLUDING BUT NOT LIMITED TO THOSE APPLICABLE TO FIRE PANELS. NEITHER VENDOR NOR ITS OFFICERS OR EMPLOYEES MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO VENDOR’S 911 RELATED SERVICES. CUSTOMERS AGREES THAT IT WILL NOT RELY ON ANY VENDOR SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON THE VENDOR EQUIPMENT PURCHASED BY CUSTOMER ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY – THEY ARE NOT A SUBSTITUTE FOR A THIRD-PARTY MONITORED EMERGENCY-NOTIFICATION SYSTEM OR TRADITIONAL 911 SERVICE. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS VENDOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, AND ASSIGNS, AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER OR ANY OF CUSTOMERS AUTHORIZED USERS IN CONNECTION WITH THE PRODUCT OR SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) BY, OR ON BEHALF OF, CUSTOMER, ANY AUTHORIZED USER OR ANY THIRD PARTY RELATING TO THE ABSENCE, FAILURE, OR OUTAGE OF ANY PRODUCT (INCLUDING E-911 DIALING AND E-911 ALERTS AND, INCORRECTLY ROUTED E-911 DIALING CALLS AND INCORRECTLY ROUTED E-911 ALERT E-MAILS OR TEXT MESSAGES, INCORRECTLY ENTERED E-MAIL ADDRESSES OR MOBILE TELEPHONE NUMBERS FOR THE ALERT CONTACTS), FAILURE OF ANY EMERGENCY SERVICE PERSONNEL TO CALL BACK DIRECTLY TO THE NUMBER FROM WHICH AN E-911 CALL WAS MADE, AND/OR THE INABILITY OF ANY USER OF THE PRODUCT TO BE ABLE TO USE 911 OR E-911 DIALING, E-911 ALERTS, OR ACCESS OR RECEIVE CALLBACKS FROM EMERGENCY SERVICE PERSONNEL. CUSTOMER SHOULD HAVE AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES. IF CUSTOMER IS NOT COMFORTABLE WITH THE LIMITATIONS OF THE E-911 ALERT SERVICE, YOU SHOULD NOT ENABLE AND/OR USE THE FEATURE.

5. TERMS OF PRODUCT SALES.

5.1. Product Sales. At Customer’s request, Vendor may sell Products to Customer from time to time at agreed-upon prices as may be set forth in the purchase orders and/or invoices. Vendor makes no representations as to the availability of Products.

5.2. Return Policy. The sale of Professional Services is on an as-is, final sale basis. The Sale of Products is based off of each product manufacturer/partner RMA/DOA Equipment Failure policy. The Equipment/Product Warranty is listed with the item.

6. CUSTOMER DATA & PRIVACY.

6. 1. Use of Customer Data. Unless it receives Customer’s prior written consent, Vendor: (a) shall not access, process, or otherwise use Customer Data other than as necessary to execute this Agreement and the Purpose (as defined below); and (b) shall not intentionally grant any third-party access to Customer Data, including without limitation Vendor’s other customers, except its subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Vendor may disclose Customer Data as required by applicable law pursuant to subpoena or court order by proper legal or governmental authority. Where not prohibited by court order or an equivalent administrative ruling, Vendor shall give Customer advance notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure.

6. 2. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to this Agreement or recommended or referred to through the System or by Vendor

6. 3. Data Accuracy. Vendor shall have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Authorized Users.

6. 4. Data Deletion. Vendor may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 90 days or more. Should Customer request that Vendor store the Customer Data beyond 90 days and Customer’s account is not delinquent, Customer shall pay to Vendor in advance, Vendor’s then prevailing data storage fee. It is the Customer’s obligation to request and make arrangement for the extension the storage of the Customer’s Data beyond the 90-day period as set forth above of a delinquent, suspended or terminated Customer account. The Vendor does not have any obligation to notify the Customer that the Customer’s Data will be permanently erased after the expiration of the 90-day of the customer’s delinquent, suspended or terminated account.

6. 5. Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Vendor’s computers or other media, any data (“Excluded Data”) that is prohibited by or violates any federal and state laws (the “Excluded Data Laws”). CUSTOMER RECOGNIZES AND AGREES THAT: (a) VENDOR HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) VENDOR’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.

7. RESPONSIBILITIES & RESTRICTIONS OF THE PARTIES.

7. 1. Acceptable Use.

a.  Customer shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System, except Customer’s Clients as specifically authorized by this Agreement; (b) provide System passwords or other log-in information to any third party, except Customer’s Clients as specifically authorized by this Agreement; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that Vendor reasonably suspects any breach of the requirements of this Section 7.1, including without limitation by Authorized Users, Vendor may suspend Customer’s access to the System. In the event that Vendor reasonably suspects any breach of this Section 7.1 that is or may result in a security threat to the System as stated above or otherwise, may threaten Customer Data, or may result in a security threat to other customer(s) or their data that is believed to be caused by the Customer, Vendor may immediately suspend the Customer’s access to the System and the Services, and may, at its option, elect to terminate Customer’s access to the System and Services after providing Customer with written notice 7 days in advance.

b.  Vendor shall not: (a) give access to any third parties to the System; (b) provide System passwords or other log-in information to any third party, except as specifically authorized by this Agreement; (c) share non-public System features or content with any third party; or (d) access the System in order to gather Customer’s information or data of any nature. In the event that Customer reasonably suspects any breach of the requirements of this Section 7.1, including without limitation by Authorized Users, Customer may terminate the Agreement by providing Vendor thirty (30) days advance written notice that provides a reasonable description of the justification for the termination.

7.2. Security. Except as may be otherwise provided in a Managed Services agreement, Customer agrees that as it relates to Cybersecurity/Cloud/Information Technology Services, Customer is solely responsible for its own security. Customer further agrees that if it believes the security of its System has been compromised in any way, it will notify Vendor immediately in writing pursuant to the notice provisions set out in Section 14.10 of this Agreement. Customer shall be held fully responsible for any misuse or compromise to its System for which Vendor is not properly notified. Customer agrees that if any security violations are believed to have occurred in association with Customer’s System, Vendor has the right to suspend access to the System and the Services pending an investigation and resolution. Customer also agrees that Vendor has the right to cooperate in any government or legal investigation regarding any aspect of Vendor’s Cloud Services required by applicable law pursuant to subpoena or court order, including Services sold to Customer. Vendor may (but is not required to) provide the Customer reasonable notice of any such government or legal investigation where not legally prohibited by the investigating authority from doing so. Any use of Vendor’s system to engage in software piracy or other violations of law will result in System suspension and be immediately reported to the appropriate authorities.

7. 3. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System including without limitation by protecting its passwords and other log-in information. Customer shall notify Vendor immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.

7. 4. Compliance with Laws. In its use of the System and Services, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.

7. 5. Customer’s Clients & Other Users; System Access. Customer is responsible and liable for and indemnifies Vendor for: (a) Customer’s Clients, Authorized Users, and any other user’s use of the System, including without limitation unauthorized user’s conduct and any Authorized User’s conduct that would violate this Agreement; and (b) any use of the System through Customer’s account, whether authorized or unauthorized.

7. 6. Identification Information. Customer agrees that as the person legally responsible for use of the Services, Customer and any Authorized Users are at least 18 years of age. Customer agrees to supply Vendor with a current and truthful name, postal address and telephone number of all its Authorized Users for Vendor’s records, and Customer has a continued obligation to keep this information current. Customer also agrees that it is an authorized user of any credit card that Customer may supply to Vendor.

8. Intellectual Property (“IP”).

8. 1. Vendor IP Rights in the System. Vendor retains all right, title, and interest in and to the System, including without limitation all software used to provide the System, all software developed by the Vendor for the Customer that the parties have agreed belongs to the Vendor and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth Customer license rights to Licensed Software. Customer recognizes that the System and its components are protected by copyright and other laws. During the term of this Agreement, Customer may reproduce and use the Documentation solely as necessary to support Authorized Users’ use of the System.

8. 2. Customer IP Rights in the System. Customer retains all right, title, and interest in and to any data and information stored, or Processed by the System, that belong to or are owned by Customer, including without limitation all fully paid for software developed for the Customer by the Vendor that the parties agree belong to the Customer, logos, and trademarks reproduced through the System that belong to or are owned by Customer. This Agreement does not grant Vendor any intellectual property license or rights in said set of Customer’s Data. Except to the extent necessary for Vendor to maintain the System, including but not limited to the reproduction of Customer Data in backups, or as may be required by applicable law pursuant to subpoena or court order by proper legal or governmental authority, Vendor may not reproduce and use the Customer’s Data except if expressly authorized by Customer in writing. Where not prohibited by court order or an equivalent administrative ruling, Vendor may(but is not required to) give Customer advance notice of any such legal or governmental demand and, if reasonable and requested by Customer, will reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure.

9. CONFIDENTIAL INFORMATION.

9. 1. “Confidential Information” refers to the following items the Parties disclose to each other: (a) any document Parties mark “Confidential”; (b) any information Parties orally design