Legal

Master Subscription Agreement

  1. Contract Structure
    1. This Master Subscription Agreement (“Agreement”) is entered into between Colony Networks Inc. (“Colony”) and the customer (“Customer”) identified on the first Service Agreement signed by both parties referencing this Agreement (“Order”), effective as of the effective date identified on that Order (“Effective Date”). 
    2. This Agreement and all Orders govern Customer’s access to and use of Colony’s Service, and Statements of Work (“SOW”) govern any Professional Services Colony provides to Customer. Customer and Colony may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” In the event of any conflicts between this Agreement, any Order, and/or any SOW, the following order-of-precedence applies: SOW take precedence and prevail over Orders solely with respect to the subject matter of SOW; and Orders and SOW take precedence and prevail over this Agreement solely with respect to their respective subject matter.
    3. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN COLONY AND CUSTOMER. CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING ALL TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE SIGNING AN ORDER, CLICKING “ACCEPT,” OR ACCESSING OR USING ANY COLONY SERVICE. BY SIGNING AN ORDER, OR ACCESSING OR USING ANY COLONY SERVICE, CUSTOMER CONFIRMS THAT CUSTOMER HAS ACCESSED ONLINE AND/OR BEEN PROVIDED A COPY OF THIS AGREEMENT, AND HAS READ AND ACCEPTS THIS AGREEMENT IN ITS ENTIRETY. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS CUSTOMER MAY REFERENCE OR PROVIDE, COLONY’S OFFER OR ACCEPTANCE TO ENTER INTO AN AGREEMENT WITH CUSTOMER WITH RESPECT TO ANY COLONY SERVICE IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT AND CONDITIONED ON CUSTOMER’S CONSENT TO THIS AGREEMENT.
  1. Ownership
    1. Ownership of the Service. The Service is the property of Colony, and is protected by copyright, patent, trade secret and other intellectual property laws. Colony and its licensors retain any and all rights, title and interest in and to the Service (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. Customer’s right to use the Service is limited to the rights expressly granted in this Agreement and the applicable Order(s). All rights not expressly granted to Customer are reserved and retained by Colony and its licensors.
    2. Ownership of Customer Data.  As between Customer and Colony, (a) all Customer Data is the property of Customer, and (b) Customer retains any and all rights, title and interest in and to the Customer Data, including all copies, modifications, extensions and derivative works thereof. Colony has the right to use the Customer Data to improve its products and services, and retain certain Customer Data in anonymous and aggregate form for internal analytics purposes.
  1. Service Use and Grant of Rights
    1. Subject to the terms and conditions of this Agreement, Colony hereby grants to Customer the non-exclusive, non-transferable (except as specified in Section 16.2 (Assignment)), worldwide, royalty-free right to access and use the Service during the Service Term in accordance with the terms of this Agreement and all applicable Order(s) and SOW (e.g., any usage volume terms and limitations to particular Customer legal entities, business units, projects, brands, products and/or services set forth therein). 
    2. Customer is permitted to use the Service for their own internal benefit. Customer will not sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, unless expressly stated otherwise in a specific Service Agreement that defines the nature and conditions of such use.
    3. Customer agrees that the Customer will use the Services only in compliance with applicable laws and regulations.
  1. Customer Responsibilities
    1. Customer Responsible for User Accounts. Customer is responsible for all activity occurring under Customer’s User accounts (except to the extent any such activity is caused by Colony), and for complying with all laws and regulations applicable to Customer’s use of the Service. Customer also must (a) notify Colony promptly upon becoming aware of any unauthorized use of any Customer password or account (or any other breach of security of the Service), and (b) notify Colony promptly upon becoming aware of, and make a reasonable effort to stop, any unauthorized copying, distribution or other misuse of any aspect of the Service, and (c) input accurate and complete customer information into the Service in the established standard format and in accordance with the specifications set forth in the documentation therefor.
    2. Use Restrictions. Customer must not, without Colony’s prior written consent, either directly or indirectly cause or permit the: (a) use, copying, modification, rental, lease, sublease, sublicense, transfer or other commercial exploitation of, or other third party access to, any element of the Service, except to the extent expressly permitted by this Agreement (Customer may allow its own customers to access the functionality or output of the Service, via interfaces, portal applications and the like, solely for Customer’s internal business purposes in accordance with the applicable Order); (b) creation of any modifications, translations or derivative works of the Service; (c) reverse engineering, decompiling, disassembly or attempted discovery of the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service (other than in the context of a security audit); (d) gaining of unauthorized access to the Service or its related systems or networks (for example, by impersonation of another user of the Service or provision of false identity information); (e) interference with or disruption of the integrity or performance of the Service or the data contained therein (for example, via unauthorized benchmark testing or penetration testing); (f) sending, storing or use of any Customer Data in connection with the Service for which Customer lacks sufficient ownership or other rights; (g) sending, storing or use of any infringing, obscene, threatening, libelous or otherwise unlawful or tortious material in connection with the Service (including, without limitation, any illegal spam, or any material that is harmful to children or violates any third party privacy rights). Customer also must use reasonable security measures to access the Service, and must not knowingly send, store or use any material containing any viruses, worms, Trojan horses or other malicious or harmful computer code, files, scripts, agents or programs in connection with the Service. Colony also reserves the right to take all steps reasonably necessary to protect the security, integrity or availability of the Service (e.g., by temporarily suspending access by anyone who introduces malicious code or attempts to do so), notwithstanding anything to the contrary in this Agreement; or (h) ; removal of any proprietary notices or labels.
    3. Customer PCI Responsibilities. If Customer or its third party service provider processes any credit card information using the Service, Customer (and/or such service provider, as applicable) will: (a) comply with their responsibilities under the Payment Card Industry Data Security Standard (“PCI DSS”); (b) implement and maintain reasonable security measures to protect all cardholder data in their possession or control; and (c) not take any action in connection with using the Service that places Colony in non-compliance with the PCI DSS (for example, storing any cardholder data in any custom fields of the Service).
    4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
  1. Privacy, Security, Customer Data, Continuity & Support
    1. Compliance with Privacy Laws. Colony and Customer will at all times comply with all Privacy Laws. Colony will only use Customer Data in the manner permitted by this Agreement and all Privacy Laws; provided, however, that: (a) Customer hereby authorizes Colony and its Affiliates to use Customer Data solely to provide the Service to Customer and otherwise meet Colony’s obligations under this Agreement, including engaging subprocessors and contractors to provide the Service to Customer in accordance with this Agreement (Colony remains liable for such Affiliates’, subprocessors’ and contractors’ compliance with this Agreement); and (b) Customer hereby warrants that, to the extent required by Privacy Laws applicable to Colony’s provision of the Service to Customer and the parties’ respective obligations under this Agreement, Customer has provided all proper notices under Privacy Laws and obtained from its personnel, customers and all legally-required third parties all rights and permissions legally required in order to grant the authorizations in Section 5.1(a) and to use the Service in the manner contemplated by this Agreement. 

Notwithstanding anything to the contrary in this Agreement, if (i) complying with any Privacy Laws would materially change Colony’s costs or risks in providing the Service (including, without limitation, by requiring that any Colony data centers be located in specific locations, or requiring Colony to operate in violation of any Canadian laws), and (ii) after the Parties’ respective legal counsel meet to discuss the problem, Colony provides written notice that it does not wish to incur such costs or risks, then each Party will have the right to terminate this Agreement (including all Order Forms and SOW) in writing within thirty (30) days after Colony provides such written notice – in which case the termination will be effective thirty (30) days thereafter. In the event of such a termination, Customer’s sole right and Colony’s sole obligation (except to the extent otherwise expressly stated in this Agreement) will be for Colony to promptly refund to Customer, on a pro rata basis, any Fees paid under all Orders and SOW then in effect that are unused as of the termination effective date.

      1. Unless otherwise mutually agreed to in writing by the Parties, the Service will be hosted in Colony’s public cloud-hosted data centre(s). 
    1. Security of the Service. Throughout the term of this Agreement, Colony will maintain a data security program for the Service that will: (a) include reasonable administrative, physical, technical, organizational and other security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration of, any Customer Data processed or stored by the Service; and (b) include reasonable and appropriate controls pursuant to Colony’s standards of internal control. Colony will be responsible for unauthorized access and damage to, and for unauthorized deletion, destruction and loss of, Customer Data solely to the extent arising from Colony’s breach of its obligations under this Agreement. 
    2. Data Retention. Regardless of the basis for expiration or termination of this Agreement, Colony will not be obligated to retain any Customer Data for longer than thirty (30) days after any such expiration or termination, unless otherwise agreed in advance by the Parties in writing.
    3. Business Continuity & Disaster Recovery.  Colony will implement and maintain throughout the term of this Agreement reasonable business continuity and disaster recovery plans to help ensure availability of the Customer Data following any significant interruption or failure of critical business processes or systems affecting the Service.
    4. Support & Service Level Agreement. Colony will provide technical support for the Service in accordance with Exhibit A to this Agreement (Support & Service Level Agreement) as long as Customer is entitled to receive support under the applicable Order Form and this Agreement.
  1. Term & Termination

     

    1. TERM
      1. Term of Agreement. This Agreement will begin on the Effective Date and continue in effect until all Orders and SOW expire or are terminated in accordance with this Agreement (e.g., Section 6.2.2), which may be done concurrently with termination of this Agreement.
      2. Term of Order Forms.  The term of each Order Form will be set forth therein, starting on the Effective Date specified therein and continuing for the initial Service term specified therein (“Initial Service Term”).

PLEASE CAREFULLY REVIEW THESE AUTOMATIC RENEWAL TERMS AND THOSE IN SECTION 7.2. Unless otherwise set forth in the applicable Order Form, or unless the Order Form is terminated in accordance with Section 6.2.2, upon expiration of the Initial Service Term, the relevant Order Form will renew automatically on an annual basis for subsequent renewal terms of twelve (12) months (each a “Renewal Service Term“), unless either Party notifies the other Party in writing, at least thirty (30) days (subject to Section 7.2) prior to the end of the then-current Service Term, that it chooses not to renew. The Initial Service Term and all Renewal Service Terms (if any) are referred to in this Agreement collectively as the “Service Term.”

    1. TERMINATION
      1. Termination of Agreement.  Neither Party will have the right to terminate this Agreement without legally valid cause (no termination “for convenience”). Either Party may terminate this Agreement, but only by providing written notice to the other Party, and only after all Order Forms and SOW have expired or been terminated in accordance with this Agreement (e.g., Section 6.2.2), or concurrently therewith.
      2. Termination of Order or SOW.  Either Party may terminate any Order and/or SOW in accordance with their respective terms. If not specified in the applicable Order or SOW, then subject to the exclusive remedy provisions in this Agreement (e.g., in the sections regarding warranties and Service Credits): either Party may terminate any Order or SOW for cause upon written notice if the other Party fails to cure any material breach thereof, or any material breach of this Agreement, within thirty (30) days after receiving reasonably detailed written notice from the other Party alleging the breach. Either Party may terminate this Agreement, but only by providing written notice to the other Party, and only after all Orders and SOW have expired or been terminated in accordance with this Agreement (e.g., Section 6.2.2), or concurrently therewith.
    2. EFFECT OF TERMINATION
      1. Effect of Expiration or Termination of Agreement.  Sections 1, 2, 4.2, 5.3, 6, 8, 9, 10, 11, 12.3, 13, 14, 15, 16 and 17 of this Agreement will survive any expiration or termination of this Agreement. The applicable Order and SOW may identify additional terms that will survive any expiration or termination of this Agreement.
      2. Effect of Termination of Order or SOW. Subject to the exclusive remedy provisions in this Agreement (e.g., in the sections regarding Compliance with Privacy Laws, Indemnification, Warranties and Service Levels): (a) if Customer terminates an Order, SOW and/or this Agreement for uncured material breach in accordance with this Agreement, Customer will be entitled to a refund, on a pro rata basis, of any Fees paid thereunder that are unused as of the termination effective date; and (b) if Colony terminates an Order, SOW and/or this Agreement for uncured material breach in accordance with Section 6.2, all amounts owed by Customer thereunder will become due and payable.
  1. Order Process

Customer orders the Colony Service via one or more Orders, and Customer may also order Colony’s Professional Services via one or more SOW.  Customer’s Affiliates are also permitted to sign Order Forms and/or SOW with Colony that are governed by this Agreement, in which case all references to “Customer” in this Agreement shall be interpreted to refer to the relevant Customer Affiliate for purposes of interpreting such Affiliate Orders and SOW; provided, however, that Colony’s maximum liability under Section 14 to Customer and all of its Affiliates who sign Orders or SOWs under this Agreement shall not exceed, in the aggregate, the limits stated in Section 14.

    1. Invoicing and Purchase Orders. Colony is permitted to invoice Customer for the Service in advance upon execution of an Order or SOW related to this Agreement. If Customer requires that a purchase order (“PO”) be issued before making payment under an Order or SOW, Customer must provide to Colony such valid PO conforming to the applicable Order or SOW in time for Customer to meet its payment obligations. The terms and conditions of any PO (or of any other unilateral Customer document not agreed in writing by authorized representatives of both Parties) will have no effect on the rights or obligations of the Parties, regardless of any failure to object to such terms and conditions.
    2. Modification of Fees Upon Renewal. Colony reserves the right to modify the Fees for its Service under one or more Orders, effective upon commencement of the next Renewal Service Term of the relevant Order(s), by notifying Customer of such change in writing at least thirty (30) days before the end of the then-current Service Term, unless Customer notifies Colony in writing, at least twenty (20) days prior to the end of the then-current Service Term, that Customer chooses not to renew such Order(s).
  1. Fees & Payments
    1. Payment Details.  Customer must pay all fees and charges in accordance with this Agreement and each mutually executed Order and SOW (“Fees”).

Except to the extent otherwise expressly stated in this Agreement or in an Order or SOW:

      1. all obligations to pay Fees are non-cancelable and all payments are non-refundable, and quantities purchased cannot be decreased during the relevant Term;
      2. Customer must make all payments without setoffs, withholdings or deductions of any kind;
      3. Customer must pay all Fees due under all Orders and SOW within thirty (30) days after Customer receives each invoice (invoices are deemed received when Colony emails them to Customer’s designated billing contact); and
      4. all payments must be in U.S. Dollars.

Except to the extent otherwise expressly stated therein, if an applicable Order or SOW provides for payment via credit card or electronic money transfer, Colony is permitted to process such payment on the date of Colony’s invoice.

Upon Order Effective Date, Colony invoices and collects in advance annual fees and any applicable usage fees for use of the Service based on the edition of the Service subscribed to by Customer; and if Customer’s use of the Service exceeds the committed volume specified above, Customer will pay the additional usage-based fees described in this Order in arrears as invoiced.

    1. Taxes.  Colony’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities in connection with any Orders or SOW. Customer is responsible for paying all such taxes, levies, or duties. Customer is not, however, responsible for paying any taxes based solely on Colony’s income or which do not arise from any Order or SOW. If Colony has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer unless Customer provides Colony a valid tax exemption certificate authorized by the appropriate taxing authority.
    2. Customer Contact Information.  Customer agrees to provide Colony accurate billing and other contact information for each Order and SOW at all times during the Service Term, including the name of Customer’s applicable legal entity, and the street address, e-mail address, name and telephone number of an authorized billing contact. Customer shall update this information within thirty (30) days after any changes, via email to Colony’s Accounts Receivable team at accounting@colonynetworks.com for billing contact information. Customer shall also maintain, at all times during the Service Term, at least one User who is a current employee and is authorized to administer Customer’s use of the Service (e.g., by creating accounts and resetting passwords).
    3. Consequences of Non-Payment.  If Customer fails to make any payments required under any Orders or SOW, then in addition to any other rights Colony may have under this Agreement or applicable law:
      1. Customer will owe Colony an interest penalty of two percent (2%) per month on any outstanding balance under each delinquent invoice, or the maximum permitted by law (whichever is less);
      2. Colony will be entitled to recover its reasonable attorneys’ fees, other legal expenses (including expert witness fees and expenses on appeal) and other reasonable costs to collect such amounts; and
      3. If Customer’s account remains delinquent (with respect to payment of a valid invoice) for thirty (30) days after receipt of a delinquency notice from Colony, which may be provided via email to Customer’s designated billing contact, Colony may temporarily suspend Customer’s access to the Service for up to ninety (90) days to pursue good faith negotiations before pursuing termination in accordance with Section 6. Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension based on such Customer delinquency.
  1. Non-Production Usage
    1. From time to time, to the extent applicable, Customer may be granted access to elements of the Service for evaluation, testing or other purposes where such use is outside the Production environment (e.g., by using an API sandbox or another non-production service environment). By using the Service on such a non-production basis, Customer accepts the Service on an “as is” basis and acknowledges Colony provides no express or implied warranties, indemnities or security commitments, and Colony will have no liability, in connection with such use, notwithstanding anything to the contrary in this Agreement.
  1. Third Party Interactions
    1. To the extent that use of the Service requires use of any third party products or services not made available by Colony (e.g., a web browser), Customer may be required to separately purchase/license such products or services directly from the applicable third party. In addition, in connection with using the Service, Customer may choose to purchase/license certain other third party products and/or services made available by Colony. Any third party products and services (even if included on an Order or otherwise made available via a Colony-controlled site) and any terms associated therewith (even if presented by Colony) are between Customer and the relevant third parties. Colony does not support, license, control, endorse or otherwise make any representations or warranties regarding any third party products or services under this section, and in no event will Colony have any liability whatsoever in connection therewith.
  1. Professional Services
    1. If Customer wishes to purchase any training, implementation or other professional services from Colony relating to the Service (“Professional Services”), the Parties will mutually execute one or more separate SOW containing the relevant terms and conditions. Colony Professional Services are separate and apart from the Service, and neither Party’s obligations in connection with the Service are dependent in any way on any Professional Services. Except to the extent expressly set forth to the contrary in any applicable SOW, the following provisions will apply to all SOW:
      1. As between Customer and Colony, Customer will retain all ownership rights in and to all copyrightable works, deliverables, designs, inventions, know-how, software, techniques, trade secrets, work product and other materials created by or for Customer without any contribution by Colony and provided to Colony under the SOW. Customer grants Colony a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, perform, display, distribute, create derivative works of, and otherwise use such Customer-owned materials in connection with providing the Service during the Term of this Agreement and otherwise performing its obligations under this Agreement;
      2. As between Customer and Colony, Colony will retain all ownership rights in and to all copyrightable works, deliverables, designs, inventions, know-how, software, techniques, trade secrets, work product and other materials created by or for Colony (either alone or jointly with Customer or others) and provided to Customer under the SOW, and any derivative works thereof, excluding any incorporated Customer Confidential Information (collectively, “Colony PS Materials”); and
      3. Subject to the terms of this Agreement, Colony grants Customer a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, perform, display, create derivative works of, and otherwise use internally the Colony PS Materials in connection with the Service during the Term of this Agreement.
    2. Nothing in this Agreement will prohibit, restrict or limit (i) Colony from performing similar Professional Services for any third party, or (ii) Customer from hiring any third party to perform similar Professional Services (though Customer is not permitted to give any direct competitor of Colony access to the Service or any Colony PS Materials without Colony’s prior written consent).
  1. Warranties & Disclaimers
    1. Mutual Warranties.  Each Party represents and warrants to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms.
    2. Additional Colony Commitments.  Colony further represents and warrants that:
      1. It will use reasonable technical means to screen for and detect disabling devices, viruses, trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots and other computer programming routines designed to damage, detrimentally interfere with, surreptitiously intercept or expropriate any other software or data;
      2. The Service will perform substantially in accordance with the relevant Service description provided at the time of the Order, or as modified from time to time at Colony’s discretion. As a multi-user SaaS vendor, Colony reserves the right to make enhancements and other changes to the Service, including occasional deprecation and removal of certain features and functionality.
      3. It will make reasonable efforts to notify Customer, at least thirty (30) days in advance via Colony’s Normal Communication Channels, of any scheduled changes Colony believes are likely to have a material, adverse impact on Customer’s use of the Service (“Material Changes”). 
    3. If Colony breaches any warranties in this Section 12.2, Customer’s exclusive remedy and Colony’s sole obligation will be for Colony to make reasonable efforts to correct the non-conformity or, if Colony is unable to correct the non-conformity within sixty (60) days after receipt of Customer’s written notice, for Customer to terminate the applicable Order(s) and receive a refund, on a pro rata basis, of any annual fees prepaid under such Order(s) that are unused as of the termination effective date.
    4. Warranty Disclaimers.  EXCEPT TO THE EXTENT EXPRESSLY STATED IN SECTIONS 5 OR 12 OF THIS AGREEMENT OR IN EXHIBIT A HERETO: (A) COLONY AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED (IN FACT OR BY OPERATION OF LAW), REGARDING THE SERVICE, PROFESSIONAL SERVICES, OR ANY MATTER WHATSOEVER; AND (B) COLONY AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE OR ANY PROFESSIONAL SERVICES ARE OR WILL BE ERROR-FREE, MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULTS, OR BE TIMELY OR SECURE. COLONY AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE AND ANY PROFESSIONAL SERVICES, AND CUSTOMER HAS NO RIGHT TO MAKE OR PASS ON TO ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY BY COLONY.
    5. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS. COLONY IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE, LOSS OR LIABILITY RESULTING FROM SUCH PROBLEMS NOT CAUSED BY COLONY.
    6. CUSTOMER AGREES THAT ITS SUBSCRIPTION TO THE SERVICE AND FEES DUE OR PAID UNDER THIS AGREEMENT ARE NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, NOR BASED ON ANY ORAL OR WRITTEN COMMENTS REGARDING ANY FUTURE FUNCTIONALITY OR FEATURES. MORE GENERALLY, IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY IS RELYING ON ANY OTHER COMMITMENTS, STATEMENTS OR OTHER MATTERS NOT EXPRESSLY ADDRESSED IN THIS AGREEMENT, AN ORDER OR A SOW.
  1. Indemnification
    1. Customer will indemnify, defend and hold Colony harmless, at Customer’s expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Colony (and Colony’s officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Colony to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Service by Customer, (b) Customer’s non-compliance with or breach of this Agreement, (c) Customer’s use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using Customer’s User information. Colony will: notify Customer in writing within thirty (30) days of our becoming aware of any such claim; give Customer sole control of the defense or settlement of such a claim; and provide Customer (at Customer’s expense) with any and all information and assistance reasonably requested by Customer to handle the defense or settlement of the claim. Customer shall not accept any settlement that (i) imposes an obligation on Colony; (ii) requires Colony to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Colony without Colony’s prior written consent.
  1. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BUT ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

    1. EXCEPT FOR SUMS DUE COLONY UNDER APPLICABLE ORDERS AND SOW, AND EXCEPT WITH RESPECT TO CUSTOMER’S OBLIGATIONS AND CUSTOMER’S LIABILITY UNDER SECTIONS 4.2 (USE RESTRICTIONS), 4.3 (CUSTOMER PCI RESPONSIBILITIES) AND 13 (INDEMNIFICATION), NEITHER PARTY’S TOTAL AGGREGATE LIABILITY OR RESPONSIBILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY ORDER FORMS OR SOW WILL EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY;
    2. EXCEPT WITH RESPECT TO CUSTOMER’S OBLIGATIONS AND CUSTOMER’S LIABILITY UNDER SECTIONS 4.2 (USE RESTRICTIONS), 4.3 (CUSTOMER PCI RESPONSIBILITIES) AND 13 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES OR LICENSORS BE LIABLE OR OTHERWISE OBLIGATED TO THE OTHER PARTY OR ANYONE ELSE FOR ANY LOSS OF PROFITS, REVENUE, OPPORTUNITIES, ECONOMIC ADVANTAGE, GOODWILL, DATA OR USE, OR FOR ANY INDIRECT, CONSEQUENTIAL, HYBRID, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S AFFILIATES OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMAINING AVAILABLE REMEDY FAILS ITS ESSENTIAL PURPOSE; AND
    3. THE TERMS OF SECTION 14 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

THE PROVISIONS OF SECTION 14 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN CUSTOMER AND COLONY, AND THE FEES CHARGED FOR THE SERVICE ARE BASED ON THIS ALLOCATION OF RISKS AND THESE LIMITATIONS OF LIABILITY.

  1. Confidentiality
    1. Definition. As used in this Agreement, “Confidential Information” means information and materials provided by the disclosing Party (“Discloser”) to the Party receiving such information or materials (“Recipient”) that (a) are identified as confidential at the time of disclosure, or (b) a reasonable person in the relevant industries should understand to be confidential based on the nature of the information and materials and all other relevant factors. For the avoidance of doubt, Customer’s Confidential Information includes, without limitation, the Customer Data and Customer’s non-public business plans, and Colony’s Confidential Information includes, without limitation, all pricing terms offered to Customer under any Order, Colony’s non-public business plans, all non-public aspects of the Colony Technology, and the results of any evaluation of the Service performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
    2. Purpose. Recipient must not use any of Discloser’s Confidential Information for any purpose other than carrying out Recipient’s obligations or exercising its rights under this Agreement (the “Purpose”). For the avoidance of doubt, use of Confidential Information in an aggregated and anonymized manner that does not include Personal Data is not prohibited.
    3. Permitted Disclosures and Obligations. Recipient also must not disclose to any third party any Confidential Information, other than to Recipient’s Affiliates, contractors and consultants who (a) need to know such information in order to fulfill the Purpose, and (b) are bound by confidentiality obligations substantially similar to Recipient’s under this Agreement (each Party is fully responsible for its respective Affiliates’, contractors’ and consultants’ compliance with this Agreement). Recipient must treat all Discloser Confidential Information with the same degree of care Recipient gives to its own Confidential Information, but not less than reasonable care. Further, neither Party may disclose publicly the existence or nature of any negotiations, discussions or consultations in progress between the Parties without the prior written consent of the other Party.  Recipient and its Affiliates, contractors and consultants who receive Confidential Information hereunder must: (i) not use any such Confidential Information to compete with Discloser or in any other way except as reasonably necessary for the Purpose; (ii) not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects received from Discloser under this Agreement that embody Confidential Information; (iii) promptly notify Discloser of any unauthorized use or disclosure of its Confidential Information of which Recipient becomes aware; and (iv) reasonably assist Discloser in remedying any such unauthorized use or disclosure. For the avoidance of doubt, a security breach involving Customer Data will be governed by Section 5.2, and not Section 15.
    4. Exclusions. Recipient’s obligations under Section 15 will not apply to any Discloser Confidential Information that Recipient can prove: (a) is or becomes part of the public domain through no fault of Recipient; (b) is rightfully in Recipient’s possession free of any confidentiality obligation; (c) was independently developed by Recipient without use of any Discloser Confidential Information; or (d) is communicated by Discloser to an unaffiliated third party free of any confidentiality obligation. A disclosure by Recipient of any Confidential Information (i) in response to a valid order or other legal process issued by a court or other governmental body having jurisdiction, (ii) as otherwise required by law, or (iii) necessary to establish the rights of either Party under this Agreement will not be a breach of this Agreement if, to the extent legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation so Discloser may seek to prevent or limit such disclosure.
    5. Ownership and Destruction of Confidential Information. As between Discloser and Recipient, all Discloser Confidential Information is the property of Discloser, and no license or other rights are granted or implied hereby. All materials provided to Recipient by Discloser, whether or not they contain or disclose Confidential Information, are Discloser’s property. Promptly after any request by Discloser, Recipient will (a) destroy or return to Discloser all Confidential Information and materials in Recipient’s possession or control, and (b) upon written request by Discloser, confirm such return/destruction in writing; provided, however, that the Recipient may retain electronic copies of any computer records or electronic files containing any Discloser Confidential Information that have been created pursuant to Recipient’s standard, reasonable archiving and backup practices, as long as Recipient continues to comply with this Agreement with respect to such electronic backup copies for so long as such Confidential Information is retained.
    6. Export. Exchange of Confidential Information under this Agreement is subject to all applicable export laws and regulations. Except to the extent permitted by a separate written agreement, the Parties will not disclose any information requiring an authorization to be exported. Each Party also specifically agrees to comply with all applicable laws, regulations, orders and sanctions relating to prohibitions or limitations on relationships or transactions with prohibited countries or individuals (e.g., those administered by the U.S. Commerce or Treasury Departments).
    7. Confidentiality Period. Recipient’s obligations with respect to Discloser’s Confidential Information under Section 15 will remain in effect for the term of this Agreement and for three (3) years after any expiration or termination of this Agreement.
  1. General
    1. Governing Law and Dispute Resolution. This Agreement is governed by the laws of the Province of British Columbia and Canadian federal law, without regard to conflicts of law provisions of any jurisdiction. The Service is a service, not a good, and is not subject to the Uniform Commercial Code, the Uniform Computer Information Transactions Act, or the United Nations Convention on the International Sale of Goods. Any disputes, actions, claims or causes of action arising out of or relating to this Agreement or the Service will be subject to the exclusive jurisdiction of the federal and provincial courts located in Vancouver, British Columbia, Canada. However, other than with respect to seeking injunctive relief in connection with matters that qualify for such an extraordinary remedy under applicable law, neither Party may initial any litigation against the other Party until after providing clear written notice of its intention to do so and first making a good faith effort to resolve the dispute informally through escalation to an appropriate level of executive management of both Parties for at least thirty (30) days after providing such notice.
    2. Assignment & Other Transfers. Neither Party may assign, sublicense or otherwise transfer (by operation of law or otherwise) this Agreement, or any of a Party’s rights or obligations under this Agreement, to any third party without the other Party’s prior written consent, which consent must not be unreasonably withheld, delayed or conditioned; provided, however, that upon written notice to the other Party, either Party may assign or otherwise transfer this Agreement, along with all associated Orders and SOW (and all its rights and obligations thereunder), (a) to a successor-in-interest in connection with a merger, acquisition, reorganization, a sale of most or all of its assets, or other change of control, or (b) to its Affiliate. 

Notwithstanding anything to the contrary in this section, however: (i) in the event of any permitted transfer by Customer under this section to a direct competitor of Colony, Colony will have the right to terminate this Agreement, including all associated Orders and SOW, for cause under Section 6.5  (in the event of such a termination, Colony will promptly refund to Customer, on a pro rata basis, all Fees prepaid by Customer under all Orders and SOW then in effect that are unused as of the termination effective date); and (ii) Customer is not allowed to transfer to a successor-in-interest or Affiliate a subscription of the Service if Colony otherwise would not allow the proposed transferee to subscribe to that version, e.g., because Colony believes the size or complexity of the proposed transferee’s business warrants a different version of the Service. 

In the event of a transfer by Customer that is permitted under this section, the rights granted under this Agreement shall continue to be subject to the same usage limitations that applied under applicable Orders prior to the transfer (e.g., any transaction volume terms, and any limitations to particular Customer legal entities, business units, projects, brands, products and/or services set forth therein). Any purported assignment or other transfer in violation of this section is void. Subject to the terms of this section, this Agreement will bind and inure to the benefit of the Parties and their respective permitted successors and transferees.

    1. Force Majeure. If either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (other than payment obligations) due to any cause beyond its reasonable control, e.g., war, riots, labor unrest, fire, earthquake, flood, hurricane, other natural disasters and acts of God, Internet service failures or delays, and denial of service attacks (collectively, “Force Majeure”), the affected Party’s performance will be excused for the resulting period of delay or inability to perform.
    2. Marketing. Colony is permitted to identify Customer as a Colony customer on Colony’s website and marketing materials and, within thirty (30) days after Customer goes live on the Service, Customer and Colony may also issue a mutually agreed joint public announcement relating thereto.
    3. Independent Contractors. The Parties are independent contracting parties. Neither Party has, or will hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. The Parties’ relationship in connection with this Agreement will not be construed as a joint venture, partnership, franchise, employment, or agency relationship, or as imposing any liability upon either Party that otherwise might result from such a relationship.
    4. Notices. All legal notices (e.g., notice of termination of this Agreement or an Order Form based on an alleged material breach) required under this Agreement must be delivered to the other Party in writing (a) in person, (b) by nationally recognized overnight delivery service, or (c) by certified mail (requiring signature) to the other Party’s corporate headquarters, Attention: Legal Department. With respect to all other notices, Customer may email Colony at notices@colonynetworks.com, and Colony may email Customer’s billing contact identified on the applicable Order(s) or SOW. Either Party may change its notice address by giving written notice to the other Party.
    5. Anti-Corruption. Customer acknowledges it has not received or been offered any illegal or otherwise improper bribe, kickback, payment, gift or other thing of value by any Colony employee, representative or agent in connection with this Agreement. Customer will use reasonable efforts to promptly notify Colony at notices@colonynetworks.com if Customer becomes aware of any circumstances that are contrary to this acknowledgment.
    6. Government Users. If Customer is a U.S. government entity, or this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that the Service constitutes software and documentation provided as “Commercial Items” under 48 C.F.R. 2.101 and developed solely at private expense, and are being licensed made accessible to U.S. government Users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
    7. Execution. This Agreement may be signed electronically and in counterparts, in which case each signed copy will be deemed an original as though both signatures appeared on the same document.
    8. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
    9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
    10. Entire Agreement. This Agreement, together with any applicable Orders and SOW (including any other terms referenced in any of those documents), comprises the entire agreement between Customer and Colony regarding the subject matter of this Agreement, supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding such subject matter, and may only be modified by a document signed by authorized representatives of both Parties.
  1. Definitions

As used in this Agreement:

“Affiliate” means a company, corporation, individual, partnership or other legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party to this Agreement. For purposes of this definition, “control” means direct or indirect  ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;

“Content” means the audio and visual information, documentation, software, products and services contained in or made available via the Service, other than Customer Data and Customer Confidential Information;

“Customer Data” means any data, information or material received by the Service from Customer or Customer’s Users in the course of accessing or using the Service;

“Intellectual Property Rights” means rights under any copyright, patent, trademark, trade secret and other intellectual property laws worldwide;

“Normal Communication Channels” means the online channels through which Colony normally communicates important information to its customers, e.g., Colony’s website, and/or the email address(es) provided by Customer. (Customer must opt-into Colony’s email communications to receive certain important information regarding such changes and to take other required action relating to use of the Service.);

“Order” means any Service Agreement entered into between Colony and Customer that defines the Service to be made available by Colony to Customer, the high-level features and capabilities of that Service, the period of use and the fee structure associated with that use. It may also identify modifications to the standard terms and conditions described in this Agreement that apply to that Service Agreement only.

“Personal Data” means information relating to a natural person as such term is defined by the applicable Privacy Laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR);

“Privacy Laws” means all laws and regulations regarding data privacy and transmission of Personal Data that apply to Colony’s provision of the Service to Customer (e.g., storing and processing Customer Data in connection with the Service);

“Service” means the Colony SaaS service which may include the CloudOne portal platform and/or certain other cloud-hosted software applications, access to which Colony provides to Customer under an Order to this Agreement.  “Service” also includes, without limitation, all other components of the applicable Service, and all related Content and Colony Technology;

“SOW” means Statement(s) of Work, Work Authorization(s) or other contract(s) under which Colony provides its Professional Services, if any;

“User(s)” means Customer’s customers, employees, representatives, consultants, contractors and agents who have been authorized by Customer to use the Service; and

“Colony Technology” means all of Colony’s and its licensors’ proprietary technology that Colony makes available to Customer as part of or in connection with the Service (including, without limitation, any and all software, hardware, products, processes, APIs, algorithms, user interfaces, trade secrets, know-how, techniques, designs and other tangible or intangible technical material or information).

EXHIBIT A:  Support & Service Level Agreement

  1. CLOUD HOSTED SERVICE SUPPORT
    1. Colony will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Agreement included herein.
    2. Subject to the terms hereof, Colony shall use reasonable efforts consistent with prevailing industry standards to maintain the Services.
    3. Colony will provide the Customer with reasonable technical support services in accordance with the terms set forth in this agreement, in a manner which minimizes errors and interruptions in the Services, and shall perform the Services in a professional and workmanlike manner.
    4. As part of the Customer account registration process, Customer will identify an administrative username and password for Customer’s Colony account. Colony reserves the right to refuse registration of, or cancel, passwords it deems inappropriate.
    5. Customer will appoint a reasonable number of designated support contact persons knowledgeable regarding the Service for purposes of contacting Colony’s support team about technical support issues with the Service, including reporting such issues via Colony’s designated support portal / channel.
    6. Customer must opt-into Colony’s email communications to receive certain important information about maintenance, updates and other changes to the Service and about the subprocessors Colony uses to provide the Service. Colony will provide reasonable notice of any updates to its subprocessors through its Normal Communication Channels.
    7. The commitments under this exhibit do not apply to customizations, enhancements or other non-standard modifications to the Service requested or made by Customer.
  2. THIRD PARTY WEBSITES, CONTENT, PRODUCTS AND SERVICES

The services may enable Customer to access websites and content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Colony is not responsible for any third-party websites or third-party content provided on or through the services and Customer bears all risks associated with the access and use of such websites and third-party content, products and services.

  1. Availability / Uptime
    1. The Service shall be available 99.9% of the time, measured monthly.
    2. Downtime, i.e. when the Service is not Available, is defined as the Customer experiencing Priority 1 or Priority 2 issues as defined below. It does not include Scheduled Maintenance, outages of third party connections or utilities or other reasons beyond Colony’s control. 
    3. Priority Level Definitions
      1. Priority Level 1 (Critical Problem) — A failure that (a) causes the Service to fail completely, (b) requires Customer to constantly re-login to the Service, (c) results in irretrievable corruption or loss of data or the failure of a critical function of the Service, or (d) keeps Customer from performing its critical business functions in a timely manner.
      2. Priority Level 2 (Serious Problem) — A problem prevents Customer from using a documented function of the Service that materially prevents or inhibits Customer from accomplishing the task(s) for which it was designed.
      3. Priority Level 3 (non-critical loss of functionality) – The Service does not work explicitly as it is documented, but there is a workaround or the problem does not cause a failure of critical functionality or a critical data error. This level is not considered to be Downtime.
      4. Priority Level 4 (minor defect) — The Service exhibits a reproducible defect that does not materially affect Customer usage. This level is not considered to be Downtime.
  2. Service Credits
    1. For each period of downtime lasting longer than sixty (60) minutes, Colony will credit the Customer five percent (5%) of the Service fees for each period of sixty (60) or more consecutive minutes of downtime, provided that no more than one such credit will accrue per day. 
    2. Downtime shall begin to accrue as soon as the Customer (with notice by the Customer to Colony) recognizes that downtime is taking place and continues until the availability of the Services is restored. 
    3. In order to receive downtime credit, the Customer must notify Colony in writing within 14 days from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.
    4. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event.
    5. Colony will apply a credit to the month in which the incident occurred, which the Customer may apply to license renewal for the following year. Daily credit calculations for annual licenses are based on the annual license value divided by 365.  
    6. Colony’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Colony to provide adequate service levels under this Agreement.
  3. Service Level Response Time
    1. Colony will respond to a Help Desk Ticket according to its Priority Level, as follows:
      1. Priority Level 1 Issues. Colony will respond as soon as possible but not longer than sixty (60) minutes from receipt of Customer’s Help Desk Ticket and, within 8 hours of collecting the necessary information, provide a root cause analysis the reported error or malfunction. Based on the complexity of the problem, Colony will provide a resolution or temporary work-around (hereafter “Resolution”) as soon as possible.  Until Colony has provided a Resolution, Colony will continue to assign a senior software engineer fully dedicated with highest priority to isolate, diagnose and identify a Resolution. If a Resolution is not provided within 2 business days, and until the Resolution is provided, Colony will notify Customer’s designated technical representative every 12 hours of its activities to find a Resolution.
      2. Priority Level 2 Issues. Colony will respond within four (4) hours from receipt of Customer’s Helpdesk Ticket and, within forty-eight (48) hours of collecting necessary information, provide a root cause analysis of the reported error or malfunction. Customer and Colony will agree to a timeframe to isolate and diagnose the issue and provide a Resolution based upon the circumstances of the issue and its effect on Customer’s use of the Service. Colony will use commercially best efforts to provide such Resolution within a period of time that meets Customer’s business needs but in no event will such timeframe exceed seven (7) days.
      3. Priority 3 Level Issues.  Colony will respond within one (1) working day of receipt of Customer’s Help Desk Ticket. Colony will collect the required information within ninety-six (96) hours. Customer and Colony will agree to a timeframe to isolate and diagnose the issue and provide a Resolution based upon the circumstances of the issue relative to the effect on Customer’s use of the Service. Colony will provide a Resolution within a time frame that meets Customer’s business needs. If the issue is documentation related, Colony may choose to correct the documentation on its next documentation release.
      4. Priority Level 4 Issues. Colony will respond within one (1) working day of receipt of Customer’s Help Desk Ticket. Colony may choose to correct the issue on its next Service Update or Release.
  4. Service Updates, Major and Minor Releases. Colony will periodically update the Service to correct errors or bugs (“Patches”), or to deliver Service enhancements, Updates and Major and Minor Releases (Major and Minor Releases are each a “New Release”). Patches may be critical or non-critical. Updates and Minor Releases provide improved or enhanced functionality or performance and may also include certain Patches, while Major Releases provide new features and/or functionality and may contain new products, technology or modules; however, Major Releases do not include new products, technology, modules or functionality which Colony licenses separately from the Service licensed by Customer or for which Colony charges a separate fee.  
    1. Colony will publish release notes or other suitable documentation with each Service Update or Release. 
    2. If Customer requests Colony to develop custom software under a SOW, and later a Patch, Update or New Release will not work with such custom software without further services by Colony, then Colony may charge a fee for those services.  Any Patches, Updates, New Releases or modifications to the Service provided to Customer under Support will be considered the “Service.”
    3. Emergency patches (hotfix, out of band patch): a patch to the platform that is made available at a time not planned as a normal release. Emergency patches are applied at Colony’s discretion, depending on potential knock on effects, downtime and security risks.
  5. Scheduled Maintenance 
    1. Scheduled maintenance will occur only on Monday to Friday between 1AM and 3AM EST.
    2. If Colony requires any further Scheduled Maintenance to the above it will provide two (2) weeks’ notice in writing to the Customer.
    3. Scheduled Maintenance does not count towards Downtime and Availability percentage calculations. If the Customer requests additional maintenance outside of Scheduled Maintenance, any uptime or downtime calculation will exclude periods affected by such maintenance. 
  6. Scope of Support and Support Process
    1. Maintenance and support of the cloud hosted services are related to the Colony Service provided. 
    2. Colony does not provide support to the Customer, the Customer’s or end-user’s devices, hardware or customer premise equipment that may be connected to, monitored by or dependent upon any Colony cloud-hosted service, unless that support is explicitly provided for in an Order or SOW.
    3. Customer support will be provided through a number of different channels.
      1. Online Helpdesk:  Colony’s online request systems can be accessed here: http://support.colonynetworks.com. This web-based portal provides the Customer up-to-the-minute request details and updated information. Customer is encouraged to record request numbers for future reference.
      2. Email Helpdesk:  To submit requests via e-mail the Customer shall send to support@colonynetworks.com. Emailing this address automatically creates a ticket, which can be further reviewed at http://support.colonynetworks.com.
      3. Call Centre:  Colony may provide a call centre for emergency support on a Customer by Customer basis. This support channel requires a custom SOW. 

Version: 1.4 July 2019