Multiple Managed Services Agreement

Transcription

1 Multiple Managed Services Agreement Last Updated: February 2015

2 Managed Services Terms and Conditions Page 2 Managed Firewall Agreement 1. Firewall and Virtual Private Network Services ( Managed Security ) provided hereunder are in addition to other communications facilities or services, whether provided by C3 COMMUNICATIONS or another service provider. Nothing in this Exhibit shall enhance, change or alter any services or terms under which they may be provided pursuant to the Agreement, which will set forth the precise services ordered hereunder, and its associated Terms and Conditions as well as this Exhibit. a. C3 COMMUNICATIONS will provide security services ( Managed Security ) to the Customer based on C3 COMMUNICATIONS s Site Survey/Network Map document ( Survey Document ). The Survey Document defines the Customer s Local Area Network ( LAN ) configuration, applications and IP addressing schema. It serves as the specification document for the installation of Customer Premise Equipment (or virtualized hardware) ( CPE ) that provides the C3 COMMUNICATIONS managed security service(s). Customer completes the Survey Document in conjunction with an assigned C3 COMMUNICATIONS sales engineer or C3 COMMUNICATIONS Technical Consultant via a Customer site visit or a conference call. If the information included in the Survey Document is incomplete, incorrect or is modified after it is completed with the C3 COMMUNICATIONS sales engineer, installation of the Managed Security services may be delayed, and C3 COMMUNICATIONS will not be liable for such delayed installation as a result thereof. b. Customer acknowledges and agrees that C3 COMMUNICATIONS s provision of Managed Security Services as it relates to the detection and monitoring of Customer s Premise Equipment is predicated on Customer s adherence to the network configuration diagram recommended to Customer, based on the above Survey Document and Customer s security parameters; any deviation from such network configuration diagram recommendations that C3 COMMUNICATIONS implements at the request of Customer may adversely affect the Managed Security Service(s) provided herein. c. Product Descriptions: i. Firewall Services: A firewall is a combination, in whole or in part, of hardware and software which is intended to limit the exposure of a computer or computer network against unauthorized access from outside by providing a single point of entry and a passive defense system at that point of entry by providing controlled access. The C3 COMMUNICATIONS Managed Firewall Services are designed to provide network and resources access control and manage the public access points to a computer network. Firewall technology in itself is not foolproof and no firewall technology provides an absolute deterrent or barrier to unauthorized entry. 1. All C3 COMMUNICATIONS Managed Firewall Services includes the following: a. Pre-implementation network Site Survey to determine IP addressing supported applications and network configuration in general b. Ability to rent the Customer Premise Equipment ( CPE ) c. Onsite installation by trained C3 COMMUNICATIONS field technicians d. Configuration of the security policy based on results of the Site Survey. e. Post-installation site certification. f. A limited number of free ongoing security policy changes during the month

3 Managed Services Terms and Conditions Page 3 g. Support. h. A limited number of firewall policy configuration changes each month, 8:00 am EST - 5:00 pm EST Monday Friday ii. Virtual Private Network Services: Virtual Private Network ( VPN ) Services create a private communications network running over a public (e.g., the Internet) or shared private network (e.g., ATT, Comcast), interconnecting physically diverse locations, remote users and other points of access. The C3 COMMUNICATIONS VPN Service carves private tunnels through the public Internet via tunneling protocols and encryption technology, thereby securing transmitted data streams. iii. Remote Access VPN access: This Service offers Customer the ability to connect remote users to connect to the corporate VPN Network. Remote Access VPN is also available with Remote Access Client only in instances where Customer s end-users have existing dial Internet service with a third party ISP. iv. Remote Access VPN Service 1. Remote Access VPN service enables Customer s mobile employees or remotely connected employees to securely connect to the corporate VPN network via a software client and RADIUS authentication to the VPN tunnel terminating device located on the customer premise. 2. Trouble shooting by C3 COMMUNICATIONS under the scope of this agreement pertains to trouble isolation up to and including the LAN port of the security device. It does not include trouble isolation relating to Customer Local Area Network, LAN applications, desk top Operating Systems (OS) or end-user software and application incompatibilities with C3 COMMUNICATIONS s VPN service. v. Managed Security Services: Managed Security Services is comprised of the following components: 1. Configuration management of security devices, including hardware, software, rule base changes, and C3 COMMUNICATIONS network address changes 2. Response to requests for configuration changes within one (1) business day. 3. Response to alarms generated by built in facilities of each platform in a timely manner. 4. Response to trouble calls caused by C3 COMMUNICATIONS facilities vi. Under the scope of this agreement, C3 COMMUNICATIONS only manages CPE that was provided by C3 COMMUNICATIONS and its licensors, whether purchased or rented. d. Customer acknowledges and agrees that C3 COMMUNICATIONS Managed Security Services as it relates to the monitoring of Customer s network and management of CPE is predicated on Customer s adherence to the network configuration diagram recommended to Customer, based on the above Survey Document and Customer s security parameters. Any deviation from such network configuration diagram recommendations that C3 COMMUNICATIONS implements at the request of Customer may adversely affect the Managed Security Services provided herein. Access to CPE to make requested or required changes to the security parameters will be executed and implemented by C3 COMMUNICATIONS only. In addition, Customer acknowledges that management of the remote access VPN service and troubleshooting & resolution of remote access VPN users is outside of the scope of this agreement unless it is caused by a C3 COMMUNICATIONS provided facility. 2. CPE INSTALLATION AND CERTIFICATION

4 Managed Services Terms and Conditions Page 4 a. Installation. Installation encompasses the preparation of the CPE for delivery, the testing of the CPE for functioning and the actual installation of the CPE at the Customer site. During the installation process, CPE is configured according to the Survey Document as well as the Customer selected security policy for the firewall (if applicable) and in accordance with CPE manufacturers specifications. C3 COMMUNICATIONS will use reasonable commercial efforts to coordinate installation dates with Customer. C3 COMMUNICATIONS will install the Managed Security services between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time on normal business days. If Customer requests an installation outside of this normal installation window, there may be additional costs on a case by case basis. C3 COMMUNICATIONS will then coordinate with Customer to determine the installation date and window. b. Certification. Billing for each site will begin after the successful Certification of the Service for each specific site. Certification is considered complete once the CPE has been positively PINGed, end-to-end connections have been tested and verified operational, C3 COMMUNICATIONS has established management and surveillance of the CPE and the remote access VPN RADIUS is able to authenticate the Customer designated Administrator remote access VPN user. Customer acknowledges that support for VPN Services is contingent upon Customer s participation in the testing and certification process. Billing commences on a per site basis and does not rely on additional sites Certification to begin. 3. TITLE, CONTROL, USE AND RISK OF LOSS OF CPE a. Title. The Services and all such related materials are for Customer s legitimate business use only. This Section shall survive termination of the Agreement and this Exhibit. i. Rented CPE. Title to and/or ownership of any CPE provided to Customer by C3 COMMUNICATIONS and/or its licensors under a rental option shall remain with C3 COMMUNICATIONS or such licensors as appropriate. Customer agrees not to tamper with, modify, make error corrections, or otherwise alter any CPE provided to Customer, nor permit third parties not authorized by C3 COMMUNICATIONS to do the same. All such leased or rented CPE must be returned to C3 COMMUNICATIONS upon termination of the Services for any reason. Customer must contact C3 COMMUNICATIONS within thirty (30) days of such termination (unless contacted earlier by C3 COMMUNICATIONS) to schedule pickup of CPE, or Customer shall be deemed to have purchased such CPE and shall be invoiced for the replacement cost of such CPE. b. Control and Use of CPE. i. Customer agrees that it shall be bound by any vendor specific license terms and conditions related to any CPE. Where required by a vendor(s), such license terms shall be attached hereto as License Attachments to this Exhibit (the License Attachment(s) ), and made a part of the Agreement. Customer acknowledges receipt of any such applicable License Attachment(s) and its responsibility to comply with the terms of such License Attachment(s) and assume all liability for compliance with such terms, including but not limited to, (a) informing all Customer end-users of the terms of the License Attachment(s); (b) monitoring use of the CPE to ensure compliance with the terms thereof; and (c) maintaining the distribution and security of any user identification and/or passwords necessary to access any CPE. C3 COMMUNICATIONS disclaims all liability to vendors for breaches of such License Attachment(s) by Customer. ii. To the extent not covered by any License Attachment(s), Customer agrees not to reverse engineer, de-compile, disassemble, translate, modify, alter or change the Services, the CPE, or any component of either, or otherwise obtain or attempt to

5 Managed Services Terms and Conditions Page 5 obtain any technology (including encryption technology) or source code for any hardware or software that may be provided with the Services or CPE. Customer acknowledges that the hardware and software provided under this Exhibit or utilized with the Services provided under this Exhibit may be subject to third party license terms, and/or U.S. export laws and regulations and that any transfer (whether directly or by products incorporating the technology) must be authorized under those laws and regulations. The Customer agrees not to copy, sell, assign, transfer, sublicense, export or distribute any hardware, software, documentation or other materials that C3 COMMUNICATIONS may provide related to the Services. Title to such software, and all related technical know-how and intellectual property rights therein are and shall remain the exclusive property of C3 COMMUNICATIONS and/or its suppliers. Customer shall not take any action to jeopardize, limit or interfere in any manner with C3 COMMUNICATIONS and its supplier s ownership of and rights with respect to any licensed software. c. Risk of Loss of CPE. Risk of loss of CPE or damage to any CPE, provided to Customer on a rental basis as an integral part of Managed Security Services is assumed by Customer, except when such damage is caused solely by C3 COMMUNICATIONS in the installation or maintenance of such CPE. C3 COMMUNICATIONS retains title and all rights to such CPE. 4. ESCALATION PROCEDURES FOR MANAGED SECURITY SERVICES a. C3 COMMUNICATIONS Managed Security Escalation Procedures i. When a Customer needs to escalate a security service incident, the following escalation procedures will be followed: 1. Customer contacts C3 COMMUNICATIONS C3 Communications Support Team to open a trouble ticket. 2. C3 Communications Support Team confirms the Customer s identity as one of the authorized contacts as stated in on the Customer account 3. If the C3 Communications Support Team needs more information or assistance, it may contact the appropriate vendor. 4. If connectivity is the problem, an attempt to validate the connection will be executed and telco carrier will be contacted if necessary (LEC/IXC, leased line, and so on). Customer will be updated (when possible) with the details of their trouble ticket(s). 5. Within thirty (30) minutes after situation assessment, C3 COMMUNICATIONS will request the telco carrier to escalate internally to Manager or Duty Supervisor. If telco carrier has isolated the trouble and has ascertained Estimated Time of Repair (ETR) within two (2) hours, C3 COMMUNICATIONS may halt escalation process at this time. If root cause is still undetected or if ETR is greater than two (2) hours, then escalation will proceed to next step. 6. C3 COMMUNICATIONS will resolve the situation, detailing cause, effect, and other pertinent work log information in the trouble ticket. 7. Once the situation is resolved, the Customer will be contacted. 5. FEES AND BILLING a. Fees and Billing terms will be according to the terms in Exhibit A. 6. REPORTING a. Managed Security Reporting. C3 COMMUNICATIONS monitors the CPE and manages the C3 COMMUNICATIONS VPN Service and provides the following reporting to Customers where applicable:

6 Managed Services Terms and Conditions Page 6 i. Bandwidth usage ii. Sessions averages iii. Destination Port Session Statistics iv. Web Usage by CPE device 1. Top Web Browsing Hosts (by Hits) 2. Top Web Browsing Hosts (by Size) 3. Top Categories of Violations (by Hits) 4. Top Categories of Blocked Violation (by Hits) 5. Top Websites (by Hits) 6. Top Websites (by Size) 7. Top Host Violators (by Hits) 8. Top Violations 9. Top Blocked Violations v. Spyware Incidents 1. Blocked URLS 2. Top Ten Blocked URLS (by Hits) 3. Top Ten Blocked Hosts (by Hits) 4. Top Ten Blocked Cookies 5. Blocked Cookies Statistics and Averages vi. Suspicious Traffic Detections Statistics and Averages 1. Top Suspicious Traffic Networks 2. Top Suspicious Traffic Hosts (by Hits) 3. Top Ten Detected Protocols (by Hits) 4. Top Ten Logged Hosts (by Hits) vii. Firewall Statistics and Averages viii. Ad Blocker Statistics 1. Top Blocked Ad Sites ix. CPU Load Averages of CPE Device x. Memory & Swap Usage Averages of CPE Device xi. Disk Usage of CPE Device xii. VPN Bandwidth Usage 1. Top Users of VPN xiii. Attack Blocker Statistics and Averages 1. Top Blocked Hosts 2. Top Limited Hosts xiv. In addition, once tied into active directory: 1. Top Web Browsing Users (by Hits) 2. Top Web Browsing Users (by Size) 3. Top Web Browsing User Violators (by Hits) 4. Top Ten Suspicious Traffic Logged Users (by Hits) 5. Top Ten Suspicious Traffic Logged Users (by Hits) 7. DEMARC a. Customer agrees that the demarcation point, the physical interface point between the Customer Local Area Network ( LAN ) and the Service Provider Wide Area Network ( WAN ), is the point which separates the Customer LAN and the Service Provider WAN. Typical demarcation points are considered to be RJ-x, Ethernet hand-off. b. C3 COMMUNICATIONS is responsible for managing the CPE. Any issues beyond the demarcation point, LAN-facing and relating to or originating from the Customer LAN and

7 Managed Services Terms and Conditions Page 7 having an impact on the C3 COMMUNICATIONS Managed Security Service is outside of the scope of this agreement. c. C3 COMMUNICATIONS shall not, in any way, be responsible for the configuration, installation, management, maintenance, troubleshooting or support of Customer owned or managed servers, applications, Operating Systems, workstations or Network devices residing on the Customer s LAN under the scope of this agreement. 8. RESPONSIBILITIES a. Under the scope of this agreement, C3 COMMUNICATIONS is responsible for: i. Initial consultation for Network design, including: 1. Network assessment via Site Survey document and all its associated network information; 2. Topology review; 3. Network feasibility & network design; and 4. Recommendation of CPE including routers, VPN gateways and firewalls. 5. Ordering of CPE. 6. Preparation of CPE for Network implementation. 7. Onsite installation of CPE. 8. Test, Turn-Up & Certification of all Network sites. 9. Troubleshooting and resolving issues pertaining to the Managed Security Device, up to and including the LAN Ethernet port 10. Troubleshooting and resolving issues pertaining to the WAN connectivity of CPE ii. If there appears to be an issue with the Managed Security features, C3 COMMUNICATIONS will 1. Ensure that the Managed Security Device is up and operational 2. Ensure that any VPN tunnels are up and operational 3. Ensure that traffic is passing through the Managed Security Device 4. Ensure that network address translation (NAT), if provisioned, is functioning correctly 5. Ensure that firewall filtering policies, if provisioned, are functioning 6. Ensure that DHCP, if provisioned, is functioning 7. Ensure that VPN Client remote access, if provisioned, is functioning iii. At Customer s request, C3 COMMUNICATIONS may assist in troubleshooting beyond the LAN port and VPN configuration, with the following guidelines: 1. C3 COMMUNICATIONS is limited to troubleshooting only from the Managed Security device (router or firewall) under the term of this agreement. 2. C3 COMMUNICATIONS will not be responsible for repairing any device or application other than the C3 COMMUNICATIONS-owned and Managed Security devices. If Customer has another C3 COMMUNICATIONS managed service, the troubleshooting and repair of that service will fall under the Terms and Conditions governing such other managed or hourly service a. For example, if it is determined that an FTP server has a virus, Customer will be responsible for removing the virus from that server b. If a machine on Customer s LAN is infected with a virus or worm, C3 COMMUNICATIONS will cooperate with Customer to close the affected port on the Firewall. As outlined above, Customer may request C3 COMMUNICATIONS to help identify the infected

8 Managed Services Terms and Conditions Page 8 machine(s), but C3 COMMUNICATIONS will in no way be responsible for removing the virus or worm from the infected machine(s) or patching those machine(s) under the terms of this agreement. iv. Configuration Change Management of VPN and Firewall devices. v. Network monitoring of access to CPE vi. Respond to all Move-Add-Change requests, some of which may require a new installation of Service and additional fees vii. Scheduled maintenance of software & hardware relating to the CPE viii. Trouble ticket management, including: logging and tracking & escalation of Customer reported Service troubles. ix. Service management, including: management of CPE management devices, RADIUS servers, and software, patches & maintenance of the C3 COMMUNICATIONS network. b. Under this agreement, C3 COMMUNICATIONS is NOT responsible for: i. Ensuring that Customer s applications are performing properly across the VPN ii. Latency across the VPN. iii. Resolving incompatibilities between Customer workstations and the VPN software iv. Being in any way responsible for the applications within the Customer s LAN or traversing the VPN. c. Customer, under the scope of this agreement, is responsible for: i. Designating a technical point of contact to work with C3 COMMUNICATIONS to lend support for a successful implementation. ii. Providing C3 COMMUNICATIONS with all required Network information to successfully complete the Site Survey as a basis for the Service implementation. iii. Enabling C3 COMMUNICATIONS field personnel or C3 COMMUNICATIONS designated party to access the premise(s) as required for Site Survey or CPE installation & trouble shooting. iv. Cooperate in scheduling installations as required by C3 COMMUNICATIONS field personnel. v. Providing C3 COMMUNICATIONS with a complete list of LAN applications. vi. All server configurations. vii. Directing the C3 COMMUNICATIONS engineers to open necessary ports according to how their servers are configured. viii. Providing LANs that use the TCP/IP protocols required for connectivity to the C3 COMMUNICATIONS network. ix. Configuring, cabling, installation and support of Customer LAN and providing necessary application software for such applications x. Application support for Customer LAN and all its servers and LAN hosts. xi. IT support and troubleshooting on Customer owned servers, workstations and Network devices. xii. Configuration, management, maintenance, and support of any equipment not expressly provided by C3 COMMUNICATIONS for use with the C3 COMMUNICATIONS Managed Security. xiii. Designating an Administrator support contact for all remote access VPN end users and providing support to remote access VPN end users - C3 COMMUNICATIONS will not open trouble tickets for end-users that utilize the remote access VPN xiv. The performance of its applications across the network

9 Managed Services Terms and Conditions Page 9 xv. Providing and maintaining inside wiring facilities to extend the leased line circuit from the DEMARC point of entrance to the location where the CPE is to be installed. d. Network trouble-shooting responsibilities: i. This agreement scope does not cover network troubles residing on the LAN Network side of the demarcation point including Customer managed CPE. Any Network troubles residing on the WAN side of the demarcation point, i.e., the Wide Area Network or Service Provider Network, are the responsibility of the Service Provider. 9. CUSTOMER S REPRESENTATIONS & WARRANTIES a. Customer agrees, represents and warrants that: i. It has full power and authority (including full corporate power and authority) to execute and deliver this Exhibit and to perform its obligations hereunder; and ii. It has carefully reviewed the Agreement, and that its use of the Service rendered hereunder shall be designed, installed, furnished and in all respects provided and maintained in conformance and compliance with applicable federal, state and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the subject matter of this Agreement and it shall be responsible for applying for, obtaining and maintaining all registrations and certifications which may be required by such authorities. b. Customer understands that, should it request or make any changes to its Firewall or VPN equipment or Services, such changes may result in a lower level of security and may allow unsecured access to its Network. In the event of any change, Customer acknowledges and agrees that it shall assume all risks and liabilities associated with or resulting from any such changes. 10. TERM AND TERMINATION a. Service Commencement Date. C3 COMMUNICATIONS will notify Customer that the Managed Security Services are installed or connected, successfully tested and available for Customer use, and if C3 COMMUNICATIONS is installing any CPE, the CPE has been installed and certified (the Service Commencement Date ). Customer agrees to cooperate with C3 COMMUNICATIONS to accomplish Firewall and VPN Service activation by providing access to Customer s premises and facilitating testing and Firewall and VPN Service delivery requirements. C3 COMMUNICATIONS shall not be liable for any damages resulting from delays in meeting requested or specified service dates, or inability to provide Managed Security that are beyond Service Provider s control. b. Term. The term shall be indicated on the Service Order, Managed Security Services are available in one (1) year, two (2) year, and three (3) year term commitment options beginning on the Service Commencement Date. This Managed Security Service will automatically renew to month-to-month if no action is taken prior to expiration. If you notify C3 COMMUNICATIONS of your decision to cancel this Agreement within the notice period provided, actual termination of the Managed Security Service may not occur until thirty (30) days after receipt of your notification. c. Termination and Cancellation Charges. If Customer defaults in fulfilling any material obligation of the Agreement or this Exhibit, C3 COMMUNICATIONS shall have the right to terminate the Agreement or this Exhibit and the Customer shall pay C3 COMMUNICATIONS, in addition to any other amounts then owing under the Agreement, a cancellation charge, including all nonrecurring charges, equal to seventy-five percent (75%) of all recurring charges for the remainder of the service contract term. These charges are intended to establish liquidated damages in the event of early termination, are not intended as a

10 Managed Services Terms and Conditions Page 10 penalty and are, therefore, understood by Customer to be reflected in the price of the Services hereunder. 11. DISCLAIMER AND LIMITATION OF LIABILITY a. CUSTOMER ACKNOWLEDGES THAT DATA TRANSMISSION SECURITY SERVICES SUCH AS THOSE PROVIDED UNDER THIS EXHIBIT ARE NOT FOOLPROOF AND, THEREFORE, ARE NOT GUARANTEED. IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THE AGREEMENT, NEITHER C3 COMMUNICATIONS NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO DATA) RELATING TO OR ARISING FROM THE USE OF THE SERVICES PROVIDED HEREUNDER (THIS EXCLUSION DOES NOT APPLY TO ANY SERVICE WARRANTIES OR SERVICE LEVEL AGREEMENTS FOR ANY COMMUNICATION SERVICES PROVIDED BY C3 COMMUNICATIONS UNDER THE AGREEMENT). b. CUSTOMER UNDERSTANDS AND AGREES THAT C3 COMMUNICATIONS IS PROVIDING SERVICES, AND ANY RELATED HARDWARE, SOFTWARE AND DOCUMENTATION TO CUSTOMER AND CUSTOMER HEREBY WAIVES ANY LIABILITY AGAINST C3 COMMUNICATIONS AND AGREES TO HOLD C3 COMMUNICATIONS HARMLESS FROM ANY AND ALL LIABILITY ARISING FROM LOSS OR DAMAGE DUE TO DELAY OF SERVICE COMMENCEMENT OR INABILITY TO PROVIDE THE SERVICE, FAILURE OF ALL OR PART OF THE SERVICE, INCLUDING ANY BETA SERVICE, OR ANY RELATED SERVICE PROVIDED HEREUNDER. c. C3 COMMUNICATIONS PROVIDES, AND CUSTOMER HEREBY ACCEPTS, ANY C3 COMMUNICATIONS OR THIRD PARTY HARDWARE OR SOFTWARE PROVIDED TO OR USED BY CUSTOMER IN CONNECTION WITH THE SERVICES AS IS WITH NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NOTHING HEREIN SHALL BE INTERPRETED TO ENHANCE OR CREATE ANY WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE. C3 COMMUNICATIONS DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF THE DELIVERY, INSTALLATION, SUPPORT OR USE OF ANY SOFTWARE. C3 COMMUNICATIONS ASSUMES NO OBLIGATION TO CORRECT ERRORS IN ANY SOFTWARE. CUSTOMER UNDERSTANDS AND ACCEPTS ALL RESPONSIBILITY FOR ANY SOFTWARE MEETING CUSTOMER S REQUIREMENTS OR EXPECTATIONS. d. NEITHER C3 COMMUNICATIONS NOR ANY OTHER PARTY MAKES ANY WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. C3 COMMUNICATIONS S LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE FEES, IF ANY, PAID BY CUSTOMER TO C3 COMMUNICATIONS UNDER THIS AGREEMENT. IN NO EVENT SHALL C3 COMMUNICATIONS OR ANY OF ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. THIS PROVISION LIMITING DAMAGES IS IN ADDITION TO ANY DISCLAIMERS AND LIMITATIONS ON LIABILITY IN THE AGREEMENT.

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12 Managed Services Terms and Conditions Page 12 Managed Desktop Service 1. Definitions a. In this agreement the following words and expressions shall have the following meanings: i. Agreement Period means the period of the agreement as set forth in Exhibit A. ii. Commencement Date means the date of service as set forth in Exhibit A. iii. Equipment means the equipment specified in Appendix A of this agreement; iv. Site means the primary place of the customers business; v. Maintenance Charges means the charges specified in Appendix B to this agreement that are to be paid by the Customer for Services ; vi. Maintenance Services means preventative maintenance and remedial maintenance services required to keep the Customers equipment in good working condition vii. Remedial Maintenance Services means maintenance services requested by the client viii. Renewal Period means the period set out in the term clause. ix. Service Hours means hours between 9am and 5 pm during normal business hours during normal business days. x. Provider means all employees, contractors, vendors and other personnel related to C3 Communications, LLC operations. xi. Customer means all employees, contractors, vendors and other personnel related to the customer s operations. 2. Term a. This agreement shall commence and be executed according to the term listed on exhibit A unless terminated in accordance to the termination clause. b. Thereafter, this agreement will automatically renew for a renewal period of 12 month(s), provided that the Customer pays the current renewal fee to the Provider, or unless either party terminate this agreement in accordance to the termination clause. 3. Management Charges a. The Maintenance Charges shall cover all services provided in the management clause. However, the Maintenance Charges will not cover the costs of any parts, software, manuals, materials, travel or other disbursements which may be necessary or requested by the customer. The customer will be billed separately for these costs as they occur. b. Maintenance Charges are payable to the Provider. c. The Customer shall pay all other costs within 15 days of receipt of invoice. d. The Provider shall be entitled to adjust the monthly maintenance charge by giving the Customer 30 day s written notice and will take effect when the next maintenance charge is due. i. No such adjustment will take place within the initial Agreement Period. 4. Management Services a. The Provider agrees to provide the Management Services to the Customer in respect of the Windows-based equipment on the terms and conditions set out in this agreement. b. The Provider shall provide preventative maintenance services during the service hours at intervals necessary to keep the Equipment in good working condition. c. After the signing of this agreement, in exchange for the payment of the Management Fee, the Provider will perform the following maintenance services periodically: i. Installing Microsoft Windows and Microsoft Office security patches and stability updates ii. Antivirus, Anti-spyware and Anti-adware program updates

13 Managed Services Terms and Conditions Page 13 iii. Remove viruses, adware or spyware and remove them if found. Provider may, alternatively, reload the computer operating system from a known good base image. iv. Delete any temporary files, cookies, cache, recycle bin files that the computer accumulates v. Remove unnecessary programs vi. Prevent unnecessary programs from automatically starting when the computer boots vii. Listen for possible problems with moving parts in the computer such as fans and hard drives viii. Clean air vents, fans, keyboard, screen and computer mouse. d. All additional work not listed above shall be performed at the Provider s sole discretion and at its then-current standard hourly rates. Additional work is subject to other written agreements the Provider may require. e. The Provider shall provide additional remedial maintenance services during the Service Hours when notified by the Customer that the Equipment is inoperative. The Customer shall pay the charges (normal hours). The Provider shall endeavor to respond promptly and if possible, within 24 hours to requests for remedial maintenance. f. The Provider shall only provide remedial maintenance outside the Service Hours only if requested by the Customer, for which the Customer will pay the charges for non-normal business hours. g. Provider shall not be obliged to maintain the equipment in good working order if such service is required as a result of: i. Fire, storm, accidents ii. Unauthorized attempts by other than Provider personnel to repair/service covered equipment in ANY way iii. Causes other than normal wear and tear including failure of equipment not maintained by Provider or non-provider supplied consumable items, negligence of or misuse of the equipment iv. Operator error v. External causes to the equipment such as transportation, fluctuations or failure of power, electromagnetic interference or material changes to the prescribed environmental conditions. 5. Customer s Obligations a. The customer agrees they will run all day to day activities as standard user accounts (ie, nonadministrator or root level access). The only exceptions to this must be approved by the provider in writing. b. The Customer will cooperate with the Provider in connection with the Provider s performance and provide full and free remote and physical access to the Equipment, adequate working space and facilities such as electrical outlets within a reasonable distance from the Equipment. c. The Customer shall obtain, keep and make available to the Provider machine readable copies of all programs, operating systems, drivers and data files relating to the Equipment. The Provider does not assume any liability as a consequence of the Customers inability to use its machine readable data. d. The Customer shall not modify, create any derivative work of, or incorporate any other equipment into the network or any portion thereof. The Provider shall not be responsible for any maintenance of, or the repair of problems or malfunctions caused by any modification or enhancements made by the Customer or by anyone else other than the Provider. 6. Backup And Data Loss Waiver

14 Managed Services Terms and Conditions Page 14 a. Any additional labor incurred in attempting to recover lost files while the Customer has not maintained proper backup procedures will be charged at the Provider s charges (normal hours). Customer is solely responsible for their data and will not, regardless of circumstances, hold Provider liable for any data loss. Data loss experienced during any procedure will be restored from Customer backup, if available, to its original location at no charge. At no time during the recovery or maintenance procedures will the Provider be responsible for data loss, downtime, or loss of business. 7. Warranties And Limitation Of Liabilty a. CUSTOMER ACKNOWLEDGES THAT MANAGED COMPUTER SERVICES SUCH AS THOSE PROVIDED UNDER THIS EXHIBIT ARE NOT FOOLPROOF AND, THEREFORE, ARE NOT GUARANTEED. IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THE AGREEMENT, NEITHER C3 COMMUNICATIONS NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO DATA) RELATING TO OR ARISING FROM THE USE OF THE SERVICES PROVIDED HEREUNDER (THIS EXCLUSION DOES NOT APPLY TO ANY SERVICE WARRANTIES OR SERVICE LEVEL AGREEMENTS FOR ANY COMMUNICATION SERVICES PROVIDED BY C3 COMMUNICATIONS UNDER THE AGREEMENT). b. CUSTOMER UNDERSTANDS AND AGREES THAT C3 COMMUNICATIONS IS PROVIDING SERVICES, AND ANY RELATED HARDWARE, SOFTWARE AND DOCUMENTATION TO CUSTOMER AND CUSTOMER HEREBY WAIVES ANY LIABILITY AGAINST C3 COMMUNICATIONS AND AGREES TO HOLD C3 COMMUNICATIONS HARMLESS FROM ANY AND ALL LIABILITY ARISING FROM LOSS OR DAMAGE DUE TO DELAY OF SERVICE COMMENCEMENT OR INABILITY TO PROVIDE THE SERVICE, FAILURE OF ALL OR PART OF THE SERVICE, INCLUDING ANY BETA SERVICE, OR ANY RELATED SERVICE PROVIDED HEREUNDER. c. C3 COMMUNICATIONS PROVIDES, AND CUSTOMER HEREBY ACCEPTS, ANY C3 COMMUNICATIONS OR THIRD PARTY HARDWARE OR SOFTWARE PROVIDED TO OR USED BY CUSTOMER IN CONNECTION WITH THE SERVICES AS IS WITH NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NOTHING HEREIN SHALL BE INTERPRETED TO ENHANCE OR CREATE ANY WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE. C3 COMMUNICATIONS DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF THE DELIVERY, INSTALLATION, SUPPORT OR USE OF ANY SOFTWARE. C3 COMMUNICATIONS ASSUMES NO OBLIGATION TO CORRECT ERRORS IN ANY SOFTWARE. CUSTOMER UNDERSTANDS AND ACCEPTS ALL RESPONSIBILITY FOR ANY SOFTWARE MEETING CUSTOMER S REQUIREMENTS OR EXPECTATIONS. d. NEITHER C3 COMMUNICATIONS NOR ANY OTHER PARTY MAKES ANY WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. C3 COMMUNICATIONS S LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE FEES, IF ANY, PAID BY CUSTOMER TO C3 COMMUNICATIONS UNDER THIS AGREEMENT. IN NO EVENT SHALL C3

15 Managed Services Terms and Conditions Page 15 COMMUNICATIONS OR ANY OF ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. THIS PROVISION LIMITING DAMAGES IS IN ADDITION TO ANY DISCLAIMERS AND LIMITATIONS ON LIABILITY IN THE AGREEMENT. e. Maintenance Service provided under this agreement does not guarantee uninterrupted operation of the Customers computers, peripherals and network related to regular work. f. The Provider, its directors, officers, employees and/or consultants are not liable for any damage, including loss of business, loss of profits, loss of opportunity or any other indirect or consequential loss of damage whatsoever in connection with the Provider s performance under this agreement and the Customer hereby indemnifies the Provider in respect of same. g. The Provider has no responsibility for or liability to correct, validate, bring into compliance or make any other remedy any problem with the programs that is caused in whole, or in part by the improper or inadequate installation of the Customer, or any incompatibility of the Customers environment, hardware or software with the programs. 8. Indemnification a. The Customer agrees to defend, hold harmless and indemnify Provider for any and all claims, causes of action, damages, demands, fine, liabilities, and penalties arising out of the Customer s breach of any warranty made by the Customer pursuant to this Agreement. The Customer further agrees to defend, hold harmless and indemnify Provider for any and all claims, causes of action, damages, demands, fine, liabilities, and penalties arising out of the Customer s negligent or reckless acts or omissions arising out of this Agreement. 9. Termination a. The Provider may terminate this agreement at any time by giving at least 15 days prior written notice to the Customer not earlier than 30 days from the Commencement date. b. The Customer may terminate this agreement immediately at any time provided that it is responsible for the full amount of all maintenance payments due though the end of the term. c. Either party may terminate this agreement immediately at any time by notice in writing if: i. The other party commits a breach of this agreement and fails to remedy it within a reasonable amount of time or ii. The other party ceases to continue its business or substantially the whole of its business; or iii. The other party is declared insolvent or a liquidator, manager, trustee, receiver or similar officer is appointed over any of its assets. d. This Agreement may be terminated by Provider i. Immediately if Customer fails to pay any fees hereunder; or (ii) if ii. Customer fails to cooperate with Provider or hinders Provider s ability to perform the website maintenance services hereunder. 10. Governing Law And Jurisdiction a. This agreement shall be governed by and construed in accordance to the law of Florida, United States of America. The parties submit to exclusive jurisdiction of the courts of Florida, United States of America. 11. Notices a. Any notice to be given by either party to the other may be sent by either , fax or recorded delivery to the most recent address, fax number or address notified to the other party, and if sent by shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipted of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

16 Managed Services Terms and Conditions Page Non Waiver a. The failure of either the Customer or the Provider to insist upon strict performance of any of the provisions contained herein shall in no way constitute a waiver of future violations of the same or any other provision. 13. Third Party Rights a. This agreement does not create any rights in any third parties, except assigns, successors of heirs expressly permitted hereunder.

17 Managed Services Terms and Conditions Page 17 Managed Desktop Service Covered Equipment Host name Serial number (service tag) Site (address) Service Begins

18 Managed Services Terms and Conditions Page 18 Managed Cloud Backup Service 1. Service Offering a. C3 Communications, LLC agrees to provide the Managed Backup services ( Services ) referenced in this agreement through its applicable subsidiaries and affiliates (herein, C3 Communications ). This Agreement (as defined below) between you ( you may also be referred to as Customer ) and C3 Communications sets forth the legal rights and obligations governing C3 Communications provisioning or delivering Services to you and your use of those Services. 2. Term/termination a. This Agreement shall become binding and effective according to the term in Exhibit A until such time as terminated in accordance with the terms hereof. If you terminate Service prior to the expiration of the committed term, or if C3 Communications terminates the Agreement for cause (including non-payment), then you will be subject to an early termination charge of i. During the first year of service: one hundred percent (100%) of the monthly recurring charges (MRC) associated with the Services for the remaining months in the term. ii. During the second year of service: fifty percent (50%) of the monthly recurring charges (MRC) associated with the Services for the remaining months in the term or any renewal term. b. Unless you notify C3 Communications at least thirty (30) business days prior to the end commitment term or renewal term of your intention not to renew the Services, the term for the Services shall automatically renew for 12 months. 3. Rates and Payment a. You agree to pay C3 Communications the then-current monthly charges for the Service per Exhibit A, including any overage rates for additional resources utilized by Customer in excess of Customer s configuration allocation. 4. Service and service use. a. Service Description/Upgrades. i. Description. Managed Backup Service is an enterprise-class managed data backup and recovery solution. b. Billing for Upgrades. i. Additional charges apply for upgrades or increase in backup capacity which results in additional resources to Customer s backup configuration. Billing for additional resources will be effective as of the date of the upgrade. Billing for reductions in backup resources will become effective on the next billing cycle after the change has been made. In any billing cycle in which backup capacity or configuration upgrades are performed, Customer will be billed the applicable rate for the highest level of resources selected by Customer within the billing cycle. Customer may not reduce below the committed minimum backup capacity without written permission from C3 Communications. 5. Limitations and Additional Requirements. a. Customer is solely responsible for the encryption and additional backing up of all Customer data. C3 Communications does not have or need access to any Customer data. b. C3 Communications will not be liable for any losses or damages, including but not limited to loss of Customer data, due to any changes made by Customer to its backup configuration or other use of the Service.

19 Managed Services Terms and Conditions Page 19 c. C3 Communications will not be liable for any losses or damages resulting from Customer s failure to perform updates. Further, C3 Communications may in its sole discretion, perform updates as needed to protect C3 Communications network and servers. d. Customer must respond in a timely manner to alerts from C3 Communications staff. C3 Communications reserves the right to power down or restart Customer s failed backups or data restoration attempts in the event Customer does not respond to C3 Communications alerts and escalations. C3 Communications will not be liable for any losses or damages incurred by Customer due to Customer s failure to respond to C3 Communications alerts. e. Customer agrees to use one of the provided encryption protocols for all customer backup activities. It is the customer s responsibility to choose an encryption 6. Software License. As part of the provision of the Services, C3 Communications will provide Customer with the agent software (the Software ), which must be installed on the Customer s system. Customer s use of the Software is subject to the terms and conditions of the End User License Agreement set forth within the backup agent, and incorporated herein, and Customer specifically agrees to such terms and conditions. 7. Customer Responsibilities. a. General Responsibilities. i. Customer will perform regular backups using the agent Software and onsite hardware provided by C3 Communications to hardware that C3 Communications owns and maintains at one of C3 Communications data center. Customer acknowledges that C3 Communications provision of the Services does not include the requirement or option to purchase the hardware utilized in connection with the Services, during or after termination of this Agreement. Customer will report any errors in executing such backups promptly by phone, fax or to C3 Communications. Customer shall implement reasonable security and environmental precautions to ensure a high level of system availability and data protection and recovery. b. Customer Covenant. Customer further covenants that it shall not backup any data that: i. Infringes on the intellectual property rights of any third party or any rights of publicity or privacy; ii. Violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising) iii. Is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; iv. Is obscene, child pornographic or indecent; or (e) contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Customer shall defend, indemnify and hold C3 Communications and its third party suppliers harmless against any third party claim, action, suit or proceeding alleging any breach of the covenants contained herein. 8. Termination for Cause. a. If Customer defaults in the performance of or compliance with any of its material obligations under the Agreement and such default has not been remedied or cured within thirty (30) days after written notice of such default, C3 Communications may immediately terminate the Agreement in addition to its other rights and remedies under law. 9. Effects of Termination. a. Upon termination or expiration of the Agreement for any reason, all licensed rights granted in the Agreement will immediately cease to exist, and Customer must promptly discontinue all

20 Managed Services Terms and Conditions Page 20 use of the Services, erase all copies of the Software from Customer s system and certify in writing to C3 Communications that it has fully complied with these requirements. In addition, upon Customer s request and payment of the applicable fee to be agreed between the parties, the Customer s data can be exported to a mobile device and returned to Customer. 10. Warranty. a. The sole and exclusive warranty is that the Services provided under the Agreement shall be performed in substantial compliance with C3 Communications standard specifications. Notwithstanding the foregoing, the security mechanisms implemented by C3 Communications have inherent limitations and Customer is solely responsible for determining that this mechanism sufficiently meets Customer s security and operational needs. 11. Disclaimer. a. EXCEPT FOR THE WARRANTY SET FORTH, C3 COMMUNICATIONS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES AND SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. C3 COMMUNICATIONS DOES NOT WARRANT THAT CUSTOMER S USE OF THE SERVICES OR SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY. 12. Limitation of Liability. a. IN NO EVENT WILL C3 COMMUNICATIONS OR ITS THIRD PARTY SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE AGREEMENT, THE SERVICES OR THE SOFTWARE. b. C3 COMMUNICATIONS AND ITS THIRD PARTY SUPPLIERS ALSO SHALL NOT HAVE ANY LIABILITY FOR ANY PROGRAMS OR DATA USED WITH THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROGRAMS OR DATA OF ANY KIND OR THE COSTS OF RECOVERING SUCH DATA. THE TOTAL CUMULATIVE LIABILITY OF C3 COMMUNICATIONS AND ITS THIRD PARTY SUPPLIERS IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF TOTAL FEES PAID FOR THE SERVICES AND SOFTWARE BY CUSTOMER DURING THE PERIOD OF THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT C3 COMMUNICATIONS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL BE INTERPRETED IN THE BROADEST SENSE TO LIMIT THE LIABILITY OF C3 COMMUNICATIONS AND ITS SUBCONTRACTOR(S). 13. Force Majeure a. C3 Communications failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any network facilities or servers, shall not be deemed a breach of this Agreement. 14. Assignment.