Master Services Agreement

Thank you for entrusting NetIntegration LLC (“Net-I,” “we,” “us,” or “our”) to provide you with professional information technology services. This Master Services Agreement (this “Agreement”) governs our business relationship with you, so please read this document carefully and keep a copy for your records.

 SCOPE

a)  Context. Throughout this Agreement, references to “Client,” “you,” or “your” mean the
entity who has accepted a quote, proposal, service order, or similar document
(electronic or otherwise) from Net-I. (In this Agreement we refer collectively
to these type of documents as a “Quote,” although the actual title(s) or
caption(s) of the service-related document might vary.)

b) Scope of Services. This is a “master” agreement and, as such, specific
services are not listed in this Agreement.  Instead, any
services to be provided to you or facilitated for you (as applicable) will be
described in a Quote (collectively, “Services”).  The scope of our
engagement with you is limited to those services expressly listed in a Quote;
all other services, projects, and related matters are out-of-scope and will not
be provided to you unless we expressly agree to do so in writing (collectively,
“Out of Scope Services”). In addition to a Quote, the Services are also
defined, clarified, and governed under an additional document that we will
refer to in this Agreement as a “Services Guide.”  Our Services Guide
is akin to a “user manual” that provides important and binding
details about the Services, for example, (i) how the Services are
provided/delivered, (ii) service levels applicable to the Services, (iii)
additional payment terms/obligations, and (iv) auto-renewal terms for the Services. 

Please read both the Quote and the Services Guide before accepting
the Quote. If you have any questions about either of those documents
or this Agreement, please do not sign the Quote and, instead, contact us for
more information.

c) Version. Each Quote will be governed under the version of this Agreement that is in
place as of the “last updated” date indicated at the bottom of this
document.  For that reason, you should keep a copy of this document
and make a note of the date indicated below when you accept a Quote.

d) Conflicts. The provisions of a Quote govern over conflicting or different terms contained
in this Agreement and the Services Guide—this allows us to craft solutions to
meet your needs by making applicable changes in the Quote. Conflicting language
between the Services Guide and this Agreement will be interpreted in favor of
the Services Guide.

e) Third Party Providers/Services. Some services may be provided to you directly by
our personnel, such as situations in which our personnel install software
agents on managed devices or physically install equipment at your premises.
These services are distinguishable from services that are provided to you or us
by third party providers, who are often referred to in the industry as “upstream
providers.”  (In this Agreement, we refer to upstream providers as
“Third Party Providers” and the services that are provided by Third Party
Providers are referred to as “Third Party Services”). By way of example, Third
Party Services may include help desk services, malware detection and
remediation services, firewall and endpoint security-related services, backup
and disaster recovery solutions, and the provision of software used to monitor
the managed part of your network, among others.

i. Selection.
As your managed information technology provider, we will select the Third Party
Providers that provide services appropriate for your managed information
technology environment (the “Environment”) and facilitate the provision of
Third Party Services to you. Not all Third Party Services will be expressly
identified as being provided by a Third Party Provider, and we reserve the
right to change Third Party Providers in our sole discretion as long as the
change does not materially diminish the Services that we are obligated to
provide or facilitate under a Quote.

ii. Reseller.  

We are resellers and/or facilitators of the Third Party Services and do not
provide those services to you directly. For this reason, we are not and
cannot be responsible for any defect, omission, or failure of any Third Party
Service or any failure of any Third Party Provider to provide its services to
you or to us. Third Party Services are provided on an “as is” basis
only.  If an issue requiring remediation arises with a Third Party
Service, then we will endeavor to provide a reasonable workaround or, if
available, a “temporary fix” for the situation; however, we do not warrant or
guarantee that any particular workaround or fix will be available or achieve
any particular result, or that Third Party Services will run in an
uninterrupted or error-free manner.

iii. Price Increases. We reserve the right to pass through to you any increases in
the costs and/or fees charged by Third Party Providers for the Third Party
Services (“Pass Through Increases”). Since we do not control Third Party
Providers, we cannot predict whether such price increases will occur, however,
should they occur, we will endeavor to provide you with as much advance notice
as reasonably possible.

IMPLEMENTATION

a.  Advice; Instructions. From time to time, we may offer you specific
advice and directions related to the Services (“Advice”). For example, our
Advice may include increasing server or hard drive capacity, increasing CPU
power, replacing obsolete equipment, or requesting that you refrain from
engaging in acts that disrupt the Environment or that make the Environment less
secure. You are strongly advised to promptly follow our Advice which, depending
on the situation, may require you to make additional purchases or investments
in the Environment at your sole cost. We are not responsible for any problems
or issues (such as downtime or security-related issues) caused by your failure
to promptly follow our Advice. If, in our reasonable discretion, your failure
to follow our Advice makes part or all of the Services economically or
technically unreasonable or impracticable to provide or facilitate, then we may
terminate the applicable Services For Cause (explained below) by providing
notice of termination to you or, alternatively, we may adjust the scope of the
Quote to exclude any impacted or affected portion of the Environment. Unless
specifically and expressly stated in writing by us (such as in a Quote), any
services required to remediate issues caused by your failure to follow our
Advice, or your unauthorized modification of the Environment, as well as any
services required to bring the Environment up to or maintain the Minimum
Requirements (defined below), are out-of-scope.

                                 i. Co-Management.
In co-managed situations (e.g., where you have designated other vendors or
personnel, or “Co-Managed Providers,” to provide you with services that overlap
or conflict with the Services provided or facilitated by us), we will endeavor
to implement the Services in an efficient and effective manner; however, (a) we
will not be responsible for the acts or omissions of Co-Managed Providers, or
the remediation of any problems, errors, or downtime associated with those acts
or omissions, and (b) in the event that a Co-Managed Provider’s determination
on an issue differs from our position on a Service-related matter, we will
yield to the Co-Managed Provider’s determination and bring that situation to
your attention.

                               ii.  Prioritization. 

All Services will be implemented and/or facilitated (as applicable) on a schedule,
and in a prioritized manner, as we determine reasonable and necessary. Exact
commencement / start dates may vary or deviate from the dates we state to you
depending on the Services being provided and the extent to which prerequisites
(if any), such as transition or onboarding activities, must be completed.

                              iii. Modifications. 

To avoid a delay or negative impact on the Services, we strongly recommend that
you refrain from modifying or moving the Environment, or installing software in
the Environment, unless we expressly authorize such activity. In all situations
(including those in which we are co-managing an Environment with your as
described above), we will not be responsible for changes to the Environment
that are not authorized by us or any issues or errors that arise from those
changes.

b) Third Party Support. If, in our discretion, a hardware or software issue
requires vendor or OEM support, we may contact the vendor or OEM (as
applicable) on your behalf and invoice you for all fees and costs involved in
that process (“OEM Fees”). If OEM Fees are anticipated in advance, we will
endeavor to obtain your permission before incurring such expenses on your
behalf unless exigent circumstances require us to act otherwise. We do not
warrant or guarantee that the payment of OEM Fees will resolve any particular
problem or issue, it being understood that the resolution process can sometimes
require the payment of OEM Fees to narrow (or potentially eliminate) potential
issues.

c) Authorized Contact(s). 

We will be entitled to rely on any directions or
consent provided by your personnel or representatives who you designate to
provide such directions or consent (“Authorized Contacts”). If no Authorized
Contact is identified in an applicable Quote or if a previously identified
Authorized Contact is no longer available to us, then your Authorized Contact
will be the person (i) who accepted the Quote, and/or (ii) who is generally
designated by you during our relationship to provide us with direction or
guidance. We will be entitled to rely upon directions and guidance from your
Authorized Contact until we are affirmatively made aware of a change of status
of the Authorized Contact. If your change is provided to us in writing (physical
document or by email), then the change will be implemented within two (2)
business days after the first business day on which we receive your change
notice. If your change notice is provided to us in person or by telephone (live
calls only), the change will be implemented on the same business day in which
the conversation takes place. Do not use a ticketing system or
help desk request to notify us about the change of an Authorized Contact;
similarly, do not leave a recorded message for us informing us of a change to
your Authorized Contact. We reserve the right but not the obligation to delay
the Services until we can confirm the Authorized Contact’s authority within
your organization.

d) Access.
You hereby grant to us and our designated Third Party Providers the right to
monitor, diagnose, manipulate, communicate with, retrieve information from, and
otherwise access the Environment solely as necessary to enable us or those
providers, as applicable, to provide the Services. Depending on the Service, we
may be required to install one or more software agents into the Environment
through which such access may be enabled. It is your responsibility to secure,
at your own cost and prior to the commencement of any Services, any necessary
rights of entry, licenses (including software licenses), permits or other
permissions necessary for Net-I or applicable Third Party Providers to provide
the Services to you. Proper and safe environmental conditions must be always
provided and assured by you. Net-I shall not be required to engage in any
activity or provide any Services under conditions that pose or may pose a
safety or health concern to any personnel, or that would require extraordinary
or non-industry standard efforts to achieve.

e) Ongoing Requirements.  

Everything in the managed environment must be
genuine and licensed including all hardware, software, etc.  If we
ask for proof of authenticity and/or licensing, you must provide us with such
proof.  If we require certain minimum hardware or software
requirements (“Minimum Requirements”), you agree to implement and maintain
those Minimum Requirements as an ongoing requirement of us providing the
Services to you.

f) Response.
Our response to issues relating to the Services will be handled in accordance
with the provisions of the Quote or, if applicable, Services
Guide.  In no event will we be responsible for delays in our response
or our provision of Services during (i) those periods of time covered under the
Transition Exception (defined below), or (ii) periods of delay caused by
Scheduled Down Time, Client-Side Downtime, Vendor-Side Downtime (all defined
below). or (iii) periods in which we are required to suspend the Services to
protect the security or integrity of the Environment or our equipment or
network, or (iv) delays caused by a force majeure event.

                                 i. Scheduled
Downtime. For the purposes of this Agreement, Scheduled Downtime will
mean those hours, as determined by us but which will not occur between the
hours of 8:00 AM and 5:00 PM Central Time, Monday through Friday without your
authorization or unless exigent circumstances exist, during which time we will
perform scheduled maintenance or adjustments to the Environment. We will use
our best efforts to provide you with at least twenty-four (24) hours of notice
prior to scheduling Scheduled Downtime.

                               ii. Client-Side
Downtime. We will not be responsible under any circumstances for any
delays or deficiencies in the provision of, or access to, the Services to the
extent that such delays or deficiencies are caused by your actions or omissions
(“Client-Side Downtime”). Client-Side Downtime includes, but is not limited to,
any period of time during which we require your participation, or we require
information, directions, or authorization from you but cannot reach your
Authorized Contact(s).

                              iii. Vendor-Side
Downtime. We will not be responsible under any circumstances for any
delays or deficiencies in the provision of, or access to, the Services to the
extent that such delays or deficiencies are caused by third party service
providers, third party licensors, or “upstream” service or product vendors.

                              iv. Transition
Exception. You acknowledge and agree that for the first forty-five
(45) days following the commencement date of any Service, as well as any period
of time during which we are performing off-boarding-related services (e.g.,
assisting you in the transition of the Services to another provider,
terminating a service, etc.), the response time commitments provided to you
will not apply to us, it being understood that there may be unanticipated
downtime or delays related to those activities (the “Transition Exception”).

FEES; PAYMENT

a) Fees. 

You agree to pay the fees, costs, and expenses charged by us for the Services in
accordance with the amounts, methods, restrictions, and schedules described in
each Quote and the Services Guide (“Fees”). In addition to the Fees, you are
responsible for any miscellaneous costs and expenses (not to exceed $250/month
without your prior consent) that we incur in providing or facilitating the
Services to you (“Miscellaneous Expenses”).  Miscellaneous Expenses
will generally appear as a line item entry on your invoice(s) and may include,
for example, small device purchases (such as a UPS), delivery/postal/courier
costs, data migration tools, and registration/service initiation fees charged
by Third Party Providers. You are responsible for sales tax and any other taxes
or governmental fees associated with the Services. If you qualify for a tax
exemption, you must provide us with a valid certificate of exemption or other
appropriate proof of exemption. You are also responsible for all freight,
insurance, and taxes (including but not limited to import or export duties,
sales, use, value add, and excise taxes).

b) Schedule.  

Unless otherwise indicated in a Quote, fees are payable in advance of the provision of
the applicable Services.  Generally, all fees anticipate automatic
monthly recurring payment by you, and payments by any other methods may result
in increased fees or costs.

c) Nonpayment.
Fees that remain unpaid for more than thirty (30) days when due will be subject
to interest on the unpaid amount(s) until and including the date payment is
received, at the lower of either 1% per month or the maximum allowable rate of
interest permitted by applicable law. We reserve the right, but not the
obligation, to suspend part or all of the Services without prior notice to you
in the event that any portion of undisputed fees are not timely paid. Monthly
or recurring charges (if applicable) will continue to accrue during any period
of suspension.  Notice of disputes related to fees must be received
by us within sixty (60) days after the applicable Service is rendered or the
date on which you pay an invoice, whichever is later; otherwise, you waive your
right to dispute the fee thereafter. We reserve the right to charge a
reasonable reconnect fee (of no more than 10% of your monthly recurring fees)
if we suspend the Services due to your nonpayment.

d) Increases.
Fee increases, such as increases in our monthly recurring fees or service
rates, will be handled in the manner described in the Quote and Services Guide.
Please read those documents carefully so that you understand how, and when,
such increases may occur.  Please note: Limits on fee
increases, if described in the Quote or Services Guide, will not apply to Pass
Through Increases (described above) which will be excluded when calculating fee
increases.

e) Expenses.
Any costs or expenses that we incur while providing the Services during a
national, state, or local emergency or during a period in which there are fuel,
manpower, or other national or local shortages (“State of Emergency”) will be
invoiced and payable by you. By way of example, such expenses may include
incremental increases in the cost of gasoline or electrical power, or the
purchase of health or safety equipment reasonably necessary to provide the
Services to you.

LIMITED WARRANTIES; LIMITATIONS OF LIABILITY

a) Hardware / Software Purchases. All equipment, machines, hardware, software, peripherals, or accessories purchased through Net-I (“Third Party Products”) are generally nonrefundable once the item is obtained from Net-I’s third party
provider or reseller. If you desire to return a Third Party Product, then the
third party provider’s or reseller’s return policies will apply. We do not
guarantee that Third Party Products will be returnable, exchangeable, or that
re-stocking fees can or will be avoided, and you agree to be responsible for
paying all re-stocking or return-related fees charged by the Third Party
provider or reseller. We will use reasonable efforts to assign, transfer and
facilitate all warranties (if any) and service level commitments (if any) for
the Third Party Products to you, but will have no liability whatsoever for the
quality, functionality, or operability of any Third Party Products, and we will
not be held liable as an insurer or guarantor of the performance, uptime or
usefulness of any Third Party Products. You will be responsible for all fees
and costs (if any) charged for warranty-related service.  All Third
Party Products are pro­vided “as is” and without any warranty whatsoever as
between Net-I and you (including but not limited to implied warranties).

b) Liability Limitations.  Net-I’s liability to Client shall be limited to
direct actual damages. In no event shall Net-I be liable to Client for any
amount exceeding the price of Services (as detailed in the Quote). Net-I will
not be liable to Client for consequential, incidental, punitive, special, exemplary,
or indirect damages. These limitations apply without regard to the cause of any
liability or damage. There are no third-party beneficiaries to this Master
Services Agreement or the Quote.

c)  Waiver of Liability for Admin/Root Access.  We strongly suggest that you
refrain from providing administrative (or “root)” access to the Environment to
any party other than Net-I, as such access by any person other than a Net-I
employee could make the Environment susceptible to serious security and operational
issues caused by, among other things, human error, hardware/software
incompatibility, malware/virus attacks, and related occurrences.  If
you request or require us to provide any non-Net-I personnel (i.e., non-Net-I
employees, such as in a co-managed situation) with administrative or “root”
access to any portion of the Environment, then you hereby agree to indemnify
and hold us harmless from and against any and all Environment-related issues,
downtime, exploitations, and/or vulnerabilities, as well as any damages,
expenses, costs, fees, charges, occurrences, obligations, claims, and causes of
action (collectively “Claims”) arising from or related to any activities that
occur, may occur, or were likely to have occurred in or through the Environment
at an administrative or root level, as well as any issues, downtime,
exploitations, vulnerabilities, or Claims that can reasonably be traced back or
connected to activities occurring at the administrative or root level
(“Activities”) in the Environment provided, of course, that such Activities
were not performed or authorized in writing by Net-I. Net-I’s business records
shall be final and determinative proof of whether any Activities were performed
or authorized in writing by Net-I.

d) Waiver of Liability for Legacy Devices. As used herein, “Legacy Device” means a
piece of equipment, device, hardware, or software that is outdated, obsolete,
incompatible with industry-standards, and/or no longer supported by its
original manufacturer. Legacy Devices may cause vulnerabilities in your
network, or they may fail from time to time or cause other parts or processes
of the Environment to operate improperly or (in some cases) fail. If a Legacy
Device must remain in the Environment, or if we agree to allow a Legacy Device
to operate within the Environment, or if you decline to promptly replace a
Legacy Device when we request you to do so, then you understand and agree that
(i) neither we nor any Third Party Provider will be responsible for the
remediation of issues arising from or related to the existence or use of the
Legacy Device in the Environment, and (ii) we and our Third Party Providers
will be held harmless from and against all issues, claims, and causes of action
arising from or related to the existence or use of the Legacy Device in the
Environment. We strongly advise you to review your company’s insurance policies
to determine the extent to which the existence of Legacy Devices in the
Environment would create an exclusion of insurance coverage in the event of a
security-related incident.

INDEMNIFICATION 

Client hereby agrees to release, indemnify, defend, and hold Net-I and its officers,
directors, representatives, agents, and any Third-party service provider that
furnishes VoIP-related services to Client, harmless from any and all
liabilities, claims, demands, causes of action, expenses, damages, fines, and
assessments, including, without limitation, costs, attorneys’ fees, and
expenses whatsoever arising out of, based upon, occasioned by or in connection
with the Services, VoIP services, including but not limited to any failure or
outage of the VoIP services, incorrect routing or use of, or any inability to
use, E911 dialing features. The foregoing waiver and release shall not apply to
Claims arising from Net-I’s gross negligence, recklessness, or willful misconduct.

DEFAULT

Client is responsible for all costs and expenses incurred by Net-I in collection of payments from Client, including reasonable attorneys’ fees. Client’s failure to make payment when due shall
entitle Net-I to suspend its Services under this Agreement until all past-due
amounts are paid, plus any late fees or interest, and the
price of Services (as detailed in the Quote) shall be increased by any
costs incurred by Net-I arising out of suspension of the Agreement, including,
without limitation, deactivation and reactivation of the Services. In the event
that Client fails to pay any sums due and payable or perform any duties stated
herein, refuses to upgrade or update to Net-I’s latest Services offerings, or
otherwise fails to comply with any of the covenants, conditions and agreements
contained herein or in any other agreement, the Service Guide, document or
instrument executed by Client and Net-I in connection herewith (a “Default”),
and fails to cure such Default within thirty (30) days from the date payment
was due or notice of Default given by Net-I to Client, Net-I shall have the
right to terminate this Agreement, and in such event, Client shall be liable to
Net-I for all damages, costs, and expenses, including attorneys’ fees arising
out of the Client’s Default.

TERM; TERMINATION

There are several dates of which you should be aware, including the effective/termination
dates of this Agreement and the effective/termination dates of the Services
under a Quote.  Each Quote will have its own term and will be
terminated only as provided in this Agreement or as provided in the Quote or
Services Guide.

a)  This Agreement. This Agreement applies to all Services and is effective as
of the date on which we provide a Service to you or on the date on which you
accept a Quote, whichever is earlier (“Effective Date”).  This
Agreement will terminate automatically (i) if you or we terminate this
Agreement For Cause (described below), or (ii) six (6) months after the
Services have been provided to you. Upon the termination of this Agreement or
Services under a Quote, all Services will immediately and permanently cease;
however, the termination of this Agreement or Services under a Quote shall not
change or eliminate any fees that accrued and/or were payable to us prior to
the date of termination, all of which shall be paid by you.  Please
note, this Agreement shall not be terminated by either party without cause if
Services are in progress under a Quote.

b) Quotes. The term of the Services will be as indicated in the applicable Quote and
Services Guide. The termination of Services under one Quote shall not, by
itself, cause the termination of (or otherwise impact) this Agreement or the
status or progress of any other Services between the parties. Please
note, a Quote and/or Services Guide may provide for auto-renewal of the
Services; please review your documents carefully.

c) Termination Without Cause. Unless otherwise indicated in the Quote or
otherwise permitted under this Agreement, no party will terminate this
Agreement without cause if, on the date of termination, Services are in
progress. In addition, no party will terminate a Quote without cause prior to
the Quote’s natural (i.e., specified) expiration or termination date.
(By way of example: If a Quote provides for an annual service, then the
Services under that Quote cannot be terminated without cause prior to the
expiration of one year). If you terminate the Services under a Quote without
cause and without Net-I’s consent, then you agree to be responsible for paying
the termination fee described in the “Termination for Cause” section, below.

d) Termination For Cause. In the event that one party (a “Defaulting Party”) commits a
material breach under a Quote, Services Guide, or under this Agreement, the
non-Defaulting Party will have the right, but not the obligation, to terminate
immediately the Services under the relevant Quote (a “For Cause” termination)
provided that (i) the non-Defaulting Party has notified the Defaulting Party of
the specific details of the breach in writing, and (ii) the Defaulting Party
has not cured the default within twenty (20) days (ten (10) days for
non-payment by Client) following receipt of written notice of breach from the
non-Defaulting Party.

i) Remedies for Early Termination. If Net-I terminates this Agreement or any Quote
For Cause, or if you terminate any Services under a Quote without cause prior
to such Quote’s expiration date, then Net-I shall be entitled to receive, and
you hereby agree to pay to us, all amounts that would have been paid to Net-I
had this Agreement or Quote (as applicable) remained in full effect, calculated
using the fees and costs in effect as of the date of termination (“Termination
Fee”). If you terminate this Agreement or a Quote For Cause, then you will be
responsible for paying only for those Services that were delivered properly and
accepted by you up to the effective date of termination, and nothing more.

ii) Service Tickets. Given the vast number of interactions between hardware,
software, wireless, and cloud-based solutions, a managed network may
occasionally experience disruptions and/or downtime due to, among other things,
hardware/software conflicts, communication-related issues, obsolete equipment,
and/or user error (“Conflicts”). We cannot and do not guarantee that such
Conflicts will not occur, and you understand and agree that the number of
service tickets submitted by you is not, by itself, an indication of default by
Net-I.

e) Client Activity as a Basis for Termination. If you or any of your staff,
personnel, contractors, or representatives engages in any unacceptable act or
behavior that renders it impracticable, imprudent, or unreasonable to provide
the Services to you, then in addition to Net-I’s other rights under this
Agreement, Net-I will have the right upon providing you with ten (10) days
prior written notice, to terminate this Agreement or the applicable Quote For
Cause.

f) Consent. You and we may mutually consent, in writing, to terminate a Quote or this Agreement
at any time.

g) Equipment / Software Removal. Upon termination of this Agreement or applicable Quote
for any reason, you will provide us with access, during normal business hours,
to your premises or any other locations at which Net-I Equipment is located to
enable us to remove all Net-I Equipment from the premises. If you fail or
refuse to grant Net-I access as described herein, or if any of the Net-I
Equipment is missing, broken or damaged (normal wear and tear excepted) or any
of Net-I-supplied software is missing, we will have the right to invoice you
for, and you hereby agree to pay immediately, the full replacement value of all
missing or damaged items. Certain services may require the installation of
software agents in the Environment (“Software Agents”). You agree not to
remove, disable, circumvent, or otherwise disrupt any Software Agents unless we
explicitly direct you to do so.

h) Transition; Deletion of Data. If you request our assistance to transition
away from our services, we will provide such assistance if (i) all fees due and
owing to us are paid to us in full prior to Net-I providing its assistance to
you, and (ii) you agree to pay our then-current hourly rate for such
assistance, with up-front amounts to be paid to us as we may require. For the
purposes of clarity, it is understood and agreed that the retrieval and
provision of passwords, log files, administrative server information, or
conversion of data are transition services, and are subject to the preceding
requirements. You also understand and agree that any software configurations
that we custom create or program for you are our proprietary information and
shall not be disclosed to you under any circumstances. Unless otherwise
expressly stated in a Quote or Services Guide or prohibited by applicable law,
we will have no obligation to store or maintain any Client data in our
possession or control following the termination of this Agreement or the
applicable Services.

CONFIDENTIALITY

a) Defined. For the purposes of this Agreement, Confidential Information means all non-public
information provided by one party (“Discloser”) to the other party
(“Recipient”), including but not limited to customer-related data, customer
lists, internal documents, internal communications, proprietary reports and
methodologies, and related information. Confidential Information will not
include information that: (i) has become part of the public domain through no
act or omission of the Recipient, (ii) was developed independently by the
Recipient, or (iii) is or was lawfully and independently provided to the
Recipient prior to disclosure by the Discloser, from a third party who is not
and was not subject to an obligation of confidentiality or otherwise prohibited
from transmitting such information.

b) Use. The Recipient will keep the Confidential Information it receives fully confidential
and will not use or disclose such information to any third party for any
purpose except (i) as expressly authorized by the Discloser in writing, or (ii)
as needed to fulfill its obligations under this Agreement, or (iii) as required
by any law, rule, or industry-related regulation.

c) Due Care. The Recipient will exercise the same degree of care with
respect to the Confidential Information it receives from the Discloser as it
normally takes to safeguard and preserve its own confidential and proprietary
information, which in all cases will be at least a commercially reasonable
level of care.

d) Compelled Disclosure. If a Recipient is legally compelled (whether by deposition,
interrogatory, request for documents, subpoena, civil investigation, demand or
similar process) to disclose any of the Confidential Information, and provided
that it is not prohibited by law from doing so, that Recipient will immediately
notify the Discloser in writing of such requirement so that the Recipient may
seek a protective order or other appropriate remedy and/or waive the
Discloser’s compliance with the provisions of this Section. The Recipient will
use its best efforts, as directed by the Discloser and at the Discloser’s
expense, to obtain or assist the Recipient in obtaining any such protective
order. Failing the entry of a protective order or the receipt of a waiver
hereunder, the Recipient may disclose, without liability hereunder, that
portion (and only that portion) of the Confidential Information that the
Recipient has been advised, by written opinion from its counsel (which shall be
shared with the Discloser), that the Recipient is legally compelled to
disclose.

e) Additional NDA. In our provision of the Services, you and we may be required to enter
into one or more additional nondisclosure agreements (each an “NDA”) for the
protection of a third party’s Confidential Information. In that event, the
terms of the NDA will be read in conjunction with the terms of the
confidentiality provisions of this Agreement, and the terms that protect
confidentiality most stringently shall govern the use and destruction of the
relevant Confidential Information. If in the normal provision of the Services
we are in receipt of or otherwise have access to personal health information
(as defined in the Health Insurance Portability and Accountability Act of 1996
(“HIPAA”), we will be your business associate as that term is defined under
HIPAA and will enter into a mutually agreeable Business Associate Agreement.

OWNERSHIP

Each party is, and will remain, the owner and/or licensor of all works of
authorship, patents, trademarks, copyrights, and other intellectual property
owned by such party (“Intellectual Property”), and nothing in this Agreement,
any Quote, or a Services Guide conveys or grants any ownership rights or
goodwill in one party’s Intellectual Property to the other party. For the
purposes of clarity, you understand and agree that we own any software, codes,
algorithms, or other works of authorship that we create while providing the
Services to you. If we provide licenses to you for third party software, then
you understand and agree that such software is licensed, and not sold, to you,
and your use of that software is subject to the terms and conditions of (i)
this Agreement, (ii) the applicable Quote, (iii) written directions supplied to
you by us, and (iv) any applicable EULA; no other uses of such third party
software are permitted. To the maximum extent permitted by applicable law, we
make no warranty or representation, either expressed or implied, with respect
to third party software or its quality, performance, merchantability, or
fitness for a particular purpose.

ARBITRATION

Except for undisputed collections actions to recover fees due to us (“Collections”), any
dispute, claim or controversy arising from or related to this Agreement,
including the determination of the scope or applicability of this Agreement to
arbitrate, shall be settled by arbitration before one arbitrator who is
mutually agreed upon by the parties. The arbitration shall be administered and
conducted by the American Arbitration Association (the “AAA”) or if there is no
AAA -certified arbitrator available within a twenty (20) mile radius of our
office, then by any arbitration forum as determined by us, pursuant to the
selected forum’s arbitration rules for commercial disputes (the “Rules”). In
the event of any inconsistency between the Rules and the procedures set forth
in this paragraph, the procedures set forth in this paragraph will
control. The arbitrator will be experienced in contract,
intellectual property and information technology transactions. If the parties
cannot agree on an arbitrator within fifteen (15) days after a demand for
arbitration is filed, the arbitration venue shall select the arbitrator. The
arbitration shall take place in our office unless we agree to a different
venue. The arbitrator will determine the scope of discovery in the matter;
however, it is the intent of the parties that any discovery proceedings be
limited to the specific issues in the applicable matter, and that discovery be
tailored to fulfill that intent. Initially, the cost of the arbitration shall
be split evenly between the parties; however, the party prevailing in the
arbitration shall be entitled to an award of its reasonable attorneys’ fees and
costs.

MISCELLANEOUS

a) Changes to Services Guide. Services we provide and/or facilitate may be further
described and governed under our Services Guide (described
above).  We reserve the right, and you hereby agree that we are
permitted, to modify our Services Guide (and the Services themselves) from time
to time, in our discretion, to accommodate changes in the industry and relevant
services required under a Quote. You will be notified of those changes (if any)
by email.

b) End User Agreements. Portions of the Services may require you to accept the
terms of one or more third party end user license agreements, third party
customer agreements and/or third-party subscription agreements (collectively,
“End User Agreements”). If the acceptance of an End User Agreement is required
in order for you to receive any Services, then you hereby grant us permission
to accept the applicable agreement(s) on your behalf. End User Agreements may
contain service levels, warranties and/or liability limitations that are
different than those contained in this Agreement. 

You agree to be bound by the terms of all applicable End User Agreements.

If, while providing the Services, you or we are required to comply with an End User Agreement and that agreement is modified or amended, we reserve the right to modify or amend any
applicable Quote with you to ensure your and our continued compliance with the
terms of the applicable End User Agreement.

c) BYOD. You hereby represent and warrant that we are authorized to access all devices,
peripherals and/or computer processing units, including mobile devices (such as
notebook computers, smart phones and tablet computers) that are connected to
the Environment (collectively, “Devices”), regardless of whether such Devices
are owned, leased or otherwise controlled by you. Unless otherwise stated
in writing by us, Devices managed under a Quote will not receive or benefit from
the Services while the devices are detached from, or unconnected to, the
Environment. Client is strongly advised to refrain from connecting
Devices to the Environment where such devices are not previously known to us
and are not expressly covered under a managed service plan from us (“Unknown
Devices”). We will not be responsible for the diagnosis or remediation of
any issues in the Environment caused by the connection or use of Unknown
Devices in the Environment, and we will not be obligated to provide the
Services to any Unknown Devices.

d) Equipment. The information on equipment returned to us at the end of the Services will be
deleted; however, we cannot and do not guarantee that deleted information will
be rendered irrecoverable under all circumstances.  For that reason,
we strongly recommend that you permanently delete any personal, confidential,
and/or highly sensitive information from such equipment before returning that
equipment to us.

e) Compliance; No Legal Advice. Unless otherwise
expressly stated in a Quote, the Services are not intended, and will not be
used, to bring Client into full regulatory compliance with any rule,
regulation, or requirement that may be applicable to Client’s business or
operations. Depending on the Services provided, the Services may aid Client’s
efforts to fulfill regulatory compliance; however, unless otherwise explicitly
stated in the Quote, the Services are not (and should not be used as) a
compliance solution. Neither the results of any Service nor any proposed or
suggested remediation, action, or response plan (“Plan”) are legal advice and
shall not be construed as such. Client is responsible for obtaining its own
legal representation related to any of Client’s industry, regulatory, and/or statutory-related
requirements (“Applicable Laws”). Client is advised to consult its own legal
resources before relying on any advice or recommendations made by AKAVEIL that
pertain to or impact Applicable Laws.  Client understands that any
Plan provided to Client will be based on the status of the applicable
rules/laws in place at the time that the Plan is delivered, and subsequent
changes to the status or content of any applicable laws/rules may render the
Plan obsolete.

f) Disclosure. You warrant and represent that you know of no law or regulation governing your
business that would impede or restrict our provision of the Services, or that
would require us to register with, or report our provision of the Services (or
the results thereof), to any government or regulatory authority. You agree to
promptly notify us if you become subject to any of the foregoing which, in our
discretion, may require a modification to the scope or pricing of the Services.
Similarly, if you are subject to responsibilities under any applicable privacy
law (such as HIPAA), then you agree to identify to us any data or information
subject to protection under that law prior to providing such information to us
or, as applicable, prior to giving us access to such information.

g) No Fiduciary. The scope of our relationship with you is limited to the
specific Services provided to you; no other relationship, fiduciary or
otherwise, exists or will exist between us. If, by operation of law, a
fiduciary relationship is imposed or presumed for out-of-scope services, you
hereby waive that relationship and any fiduciary obligations thereunder.

h) Virtual Security. You understand and agree that no security solution is one hundred
percent effective, and any security paradigm may be circumvented and/or
rendered ineffective by certain malware, such as certain ransomware or rootkits
that were unknown to the malware prevention industry at the time of infection,
and/or which are downloaded or installed into the Environment. We do not warrant
or guarantee that all malware or malicious activity will be capable of being
detected, avoided, quarantined or removed, or that any data deleted, corrupted,
or encrypted by such malware (“Impacted Data”) will be recoverable. Unless
otherwise expressly stated in a Quote, the recovery of Impacted Data is
out-of-scope. Moreover, unless expressly stated in a Quote or Services Guide,
we will not be responsible for activating multifactor authentication in any
application in or connected to the Environment. You are strongly
advised to (i) educate your employees to properly identify and react to
“phishing” activity (i.e., fraudulent attempts to obtain sensitive
information or encourage behavior by disguising oneself as a trustworthy entity
or person through email), and (ii) obtain insurance against cyberattacks, data
loss, malware-related matters, and privacy-related breaches, as such incidents
can occur even under a “best practice” scenario. Unless a malware-related
incident is caused by our intentionally malicious behavior or our gross
negligence, we are held harmless from any costs, expenses, or damages arising
from or related to such incidents.

i) Physical Security. You agree to implement and maintain reasonable physical security
for all managed hardware and related devices in your physical possession or
control. Such security measures must include (i) physical barriers, such as
door and cabinet locks, designed to prevent unauthorized physical access to
protected equipment, (ii) an alarm system to mitigate and/or prevent
unauthorized access to the premises at which the protected equipment is
located, (iii) fire detection and retardant systems, and (iv) periodic reviews
of personnel access rights to ensure that access policies are being enforced,
and to help ensure that all access rights are correct and promptly updated.

j) Updates. Patches and updates to hardware and software (“Updates”) are created and
distributed by third parties—such as equipment or software manufacturers—and
may be supplied to us from time to time for installation into the Environment.
If Updates are provided to you as part of the Services, we will implement and
follow the manufacturers’ recommendations for the installation of Updates;
however, (i) we do not warrant or guarantee that any Update will perform
properly, (ii) we will not be responsible for any downtime or losses arising
from or related to the installation, use, or inability to use any Update, (iii)
we will not be responsible for the remediation of any device or software that
is rendered inoperable or non-functional due to the Update, and (iv) we reserve
the right, but not the obligations, to refrain from installing an Update until
we have determined, in our reasonable discretion, that the Updates will be
compatible with the configuration of the Environment and materially beneficial
to the features or functionality of the affected software or hardware.

k)  No Poaching. Each party (a “Restricted Party”) acknowledges and
agrees that during the term of this Agreement and for a period of one (1) year
following the termination of this Agreement, the Restricted Party will not,
individually or in conjunction with others, directly or indirectly solicit,
induce or influence any of the other party’s employees with whom the Restricted
Party worked to discontinue or reduce the scope of their business relationship
with the other party, or recruit, solicit or otherwise influence any employee
of the other party with whom the Restricted Party worked to discontinue his/her
employment or agency relationship with the other party. In the event of a
violation of the terms of the restrictive covenants in this section, the
parties acknowledge and agree that the damages to the other party would be
difficult or impracticable to determine, and in such event, the Restricted
Party will pay the other party as liquidated damages and not as a penalty an
amount equal to one hundred thousand dollars ($100,000) or the amount that the
other party paid to that employee in the one (1) year period immediately preceding
the date on which the Restricted Party violated the foregoing restriction,
whichever is greater. In addition to and without limitation of the foregoing,
any solicitation or attempted solicitation for employment directed to a party’s
employees by the Restricted Party will be deemed to be a material breach of
this Agreement, in which event the affected party shall have the right, but not
the obligation, to terminate this Agreement or any then-current Quote
immediately For Cause.

l)  Collections. If we are required to send your account to Collections or to start any
Collections-related action to recover undisputed fees, we will be entitled to
recover all costs and fees we incur in the Collections process including but
not limited to reasonable attorneys’ fees and costs.

m) Assignment. Neither this Agreement nor any Quote may be assigned or transferred by a party without the prior written consent of the other party. This Agreement will be binding
upon and inure to the benefit of the parties hereto, their legal
representatives, and permitted successors and assigns. Notwithstanding the
foregoing, we may assign our rights and obligations hereunder to a successor in
ownership in connection with any merger, consolidation, or sale of
substantially all of the assets of our business or any other transaction in
which ownership of more than fifty percent (50%) of our voting securities are
transferred; provided, however, that the assignee expressly assumes our
obligations hereunder.

n) Amendment. This Agreement and any Quote may be amended only by a written document (email
or similar electronic documents are sufficient for this purpose) that is
initiated by us, and that specifically refers to this Agreement or the Quote
being amended and is affirmatively accepted in writing (email or electronic
signature is acceptable) by you.

o) Time Limitations. The parties mutually agree that, unless otherwise
prohibited by law, any action for any matter arising out of or related to any
Service (except for issues of nonpayment by Client) must be commenced within
six (6) months after the cause of action accrues or the action is forever
barred.

p) Severability. If any provision in this Agreement, any Quote, or the Services Guide is
declared invalid by a court of competent jurisdiction, such provision will be
ineffective only to the extent of such invalidity, illegibility or
unenforceability so that the remainder of that provision and all remaining
provisions will be valid and enforceable to the fullest extent permitted by
applicable law.

q) Other Terms. We will not be bound by any terms or conditions printed on any
purchase order, invoice, memorandum, or other written communication supplied by
you unless we have expressly acknowledged the other terms and, thereafter,
expressly and specifically accepted such other terms in writing.

r)  No Waiver. The failure of either party to enforce or insist upon
compliance with any of the terms and conditions of this Agreement, the
temporary or recurring waiver of any term or condition of this Agreement, or
the granting of an extension of the time for performance, will not constitute
an agreement to waive such terms with respect to any other occurrences.

s) Merger. This Agreement coupled with the Quote and the Services Guide sets forth the entire
understanding of the parties and supersedes any and all prior agreements,
arrangements or understandings related to the Services; however, any payment
obligations that you have or may have incurred under any prior superseded
agreement are not nullified by this Agreement and remain in
full force and effect. No representation, promise, inducement or statement of
intention has been made by either party which is not embodied herein. We will
not be bound by any of our agents’ or employees’ representations, promises or
inducements unless they are explicitly set forth in this Agreement or in a
Quote or Services Guide. Our website and marketing materials are
provided to you for illustrative or educational purposes only and are not
intended (and will not be interpreted as) creating additional duties, requirements,
service levels, or promises or guarantees of specific services or specific
service results.

t)  Force Majeure. Neither party will be liable to the other party for
delays or failures to perform its obligations because of circumstances beyond
such party’s reasonable control. Such circumstances include, but will not be
limited to, any intentional or negligent act committed by the other party, or
any acts or omissions of any governmental authority, natural disaster, act of a
public enemy, acts of terrorism, riot, sabotage, disputes or differences with
workmen, power failure, communications delays/outages, delays in transportation
or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or
hacking, malware or virus-related incidents that circumvent then-current
anti-virus or anti-malware software, and acts of God.

u) Survival. The provisions contained in this Agreement that by their context are intended to
survive termination or expiration of this Agreement will survive. If any
provision in this Agreement is deemed unenforceable by operation of law, then
that provision shall be excised from this Agreement and the balance of this
Agreement shall be enforced in full.

v)  Governing Law; Venue. This Agreement will be governed by, and construed
according to, the laws of the state of Florida. You hereby irrevocably consent
to the exclusive jurisdiction and venue of Walton County, Florida, for all
non-arbitrable claims and causes of action with us that arise from or relate to
this Agreement.

w) No Third-Party Beneficiaries. The Parties have entered into this
Agreement solely for their own benefit. They intend no third party to be able
to rely upon or enforce this Agreement or any part of this Agreement.

x) Usage in Trade. It is understood and agreed that no usage of trade or
other regular practice or method of dealing between the Parties to this
Agreement will be used to modify, interpret, or supplement in any manner the
terms of this Agreement.

y) Notices; Writing Requirement. Where notice is required to be provided to
a party under this Agreement, such notice may be sent by postal mail, overnight
courier, or email as follows: notice will be deemed delivered three (3)
business days after being deposited in postal mail, first class mail, certified
or return receipt requested, postage prepaid, or one (1) day following delivery
when sent by FedEx, DHL, or other overnight courier, or one (1) day after
notice is delivered by email. Notice sent by email will be sufficient only if
the message is sent to the last known email address of the recipient or such
other email address that is expressly designated by the recipient for the
receipt of legal notices. All electronic documents and communications between
the parties, including email, will satisfy any “writing” requirement under this
Agreement.

z)  Independent Contractor. Net-I is an independent contractor, and is not your
employer, employee, partner, or affiliate.

aa) Contractors. Should we elect to use contractors to provide onsite services to you (such as the
installation of equipment or the installation of software on local devices), we
will guarantee that work as if we performed that work ourselves. For the
purposes of clarity, you understand and agree that Third Party Services are
resold to you and, therefore, are not contracted or subcontracted services; and
Third Party Providers are not our contractors or subcontractors.

bb)  Data & Service Access. Some of the Services may be provided by
persons outside of the United States and/or your data may occasionally be
accessed, viewed, or stored on secure servers located outside of the United
States. You agree to notify us if your company requires us to modify these
standard service provisions, in which case additional (and potentially
significant) costs will apply.

cc) “Per Seat” Licensing Fees. The Services may require us to purchase certain “per
seat” licenses from Third Party Providers (such as, for example, Microsoft
which sells per seat licenses under its “New Commerce Experience” licensing
model).  Unless otherwise expressly stated in a Quote, per seat
licenses cannot be canceled once they are purchased and cannot be transferred
to any other customer. If we purchase per seat licenses for you, then those
licenses will require a definite term—such as a one (1) or three (3) year
term—which may be paid annually or monthly but, in all cases, must be paid in
full by you; please see your Quote for details. For that reason, you
understand and agree that regardless of the reason for termination of the
Services, you are required to pay for all applicable per seat licenses in full
for the entire term of those licenses. Provided that you have paid for
those licenses in full, you will be permitted to use the licenses until they
expire, even if you move to a different managed service provider.

dd) Counterparts. The parties intend to sign, accept and/or deliver any Quote, this Agreement, or any amendment in any number of counterparts, and each of which will be deemed an
original and all of which, when taken together, will be deemed to be one
agreement. Each party may sign, accept, and/or deliver any Quote, this
Agreement, or any amendment electronically (e.g., by digital signature
and/or electronic reproduction of a handwritten signature) or by reference (as
applicable).

Last Updated: April 30, 2024