Unitas Global Terms and Conditions

for the Supply of IP Services

These Terms and Conditions for the Supply of IP Services are made by and between Unitas Global Inc. a California Limited company with offices at 910 W. Van Buren Street, Suite 610 Chicago, IL 60607 , hereafter referred to as “Unitas”, and Customer. Customer is defined as a Party who submits by its duly authorized representative a Service Order to Unitas for IP Services (a “Service” or “Services”) referencing these Terms and Conditions.

Any IP Services requested and ordered by Customer will be serviced under and within the provisions of these Terms and Conditions. Each Service Order be issued with a unique identifying reference (each a “UID”), which shall be provided after receipt of the Service Order and be quoted in all applicable communications.

When accepted by Unitas each Service Order shall form part of these Terms and Conditions as a binding contract, together “an” or “the” “Agreement” Acceptance by Unitas shall be by a notice of acceptance (a “Firm Order Commitment” or “FOC). For avoidance of doubt acknowledgement of receipt of a Service Order from Customer shall not be deemed an FOC unless otherwise expressly stated.

These Terms and Conditions and related material contain certain trade secrets and proprietary information and as such should be considered strictly confidential. Customer by submitting a Service Order hereby acknowledges agreement to these Terms and Conditions and agrees to not disclose any contained information to any third parties not authorized by Unitas. The confidentiality obligations hereunder shall survive termination of the Agreements made hereunder.

“Agreement” refers to this document and any attached Service Orders. “Service Order” refers to a signed (whether electronically or manually signed) request for service by Customer, accepted by Unitas.

A.      Terms and Conditions

Unitas will provide the Services according to the following terms and conditions:

1. Customer will use the Services in a manner consistent with any and all applicable laws of the State of Illinois and the U.S. Federal Government and in any other territory that is applicable to the Services supplied.

2. Unitas reserves the right to deactivate Customer’s Services in the event that Customer does not pay all undisputed amounts due under this Agreement and related Service Orders in a timely fashion. Unitas will deactivate Customer’s Services only as a last resort, and with no less than 10 days written notice to

3. Unitas provides the Services on an “as is, as available” basis. Unitas gives no warranty, expressed or implied, for the Services provided, including, without limitation, warranty of merchantability and warranty of fitness for a particular purpose, except for those provided in the IP Service Level Agreement. Any other reimbursement to Customer for losses of income due to disruption of service by Unitas or its upstream providers beyond the fees paid by Customer to Unitas for said   Services is expressly excluded.

4. Unitas is not responsible for any damages arising from Customer’s use of Unitas Services or by Customer’s inability to use the Services for any

5. Customer is responsible as the customer of record for the actions of whatever nature of all users accessing the Unitas Services using Customer’s access credentials.

6. Customer hereby agrees that any material submitted for publication on Unitas through Customer’s account Services will not knowingly violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything libelous or harmful. Any potentially illegal activity shall be grounds for immediate Services deactivation by Unitas, and any deactivation under Sections 5, 9 or 12 hereof shall be without obligation of warning to Customer. Customer hereby agrees to indemnify and hold harmless Unitas for any claim resulting from the submission of illegal materials.

7. Customer hereby agrees that any material submitted for publication on Unitas through Customer’s account Services will not contain anything leading to an abusive or unethical use of the Services. Abusive and unethical materials and uses include, but are not limited to, violations of privacy, computer viruses, and any harassing and harmful materials or uses. Customer hereby agrees to indemnify and hold harmless Unitas from any claim resulting from publication of materials or use of those materials.

8. Due to the public nature of the Internet, all information should be considered publicly accessible, and important or private information should be treated carefully. Unitas is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider or its customers may

9. Use of distribution lists via unsolicited electronic mail or other mass electronic mails is strictly prohibited. Unitas reserves the right to deactivate Customer’s Services if both of the following conditions occur: a) Unitas receives 5 or more unsolicited email complaints in any 24-hour period, and b) Customer refuses to or otherwise does not demonstrate to Unitas that reasonable efforts have been taken to stop the sending of such emails. Customer hereby agrees to indemnify and hold harmless Unitas from any claim resulting from Customer’s or another party’s use of electronic mail services via Customer’s

10. In the event it is necessary to refer any dispute to an attorney or resolve it in a court of law, the prevailing party will be entitled to an award of reasonable attorney’s fees and all costs associated with any legal action, whether or not a suit shall actually be

11. Customer hereby agrees that IP Addresses registered to Unitas by ARIN or any other applicable agency and assigned to Customer are non-portable and may NOT be used in conjunction with Services provided by any company other than Unitas without prior written consent from Unitas. IP Addresses provided by Unitas Global will be charged at $1 per IP monthly recurring charge (MRC).

12. Usage and access to the Service is contingent upon the adherence to the Unitas Acceptable Use Policy (AUP) found at unitasglobal.com/acceptable-use-policy/ Customer’s Services will be subject to immediate deactivation upon detection of any of the following activities:

1. Attempts to circumvent user authentication or security of any host, network, or account;
2. Attempts to interfere with or deny service to any user or any host;
3. Use of any program/script/command, or sending messages of any kind, designed to interfere with a user’s terminal session, via any means, locally or via the Internet;
4. Attempts to use or use of the Internet to publicly slander Unitas or any other affiliated upstream provider;
5. Furnishing false data on the signup form, this Agreement, or via the phone, postal mail, including fraudulent use of credit card number;
6. Sending large numbers of unsolicited electronic mail messages (ie; junk mail or spam);
7. Harassment, whether through language, frequency, or size of messages;
8. Forging of header information;
9. Any other act deemed inappropriate Internet

Customer may, at its discretion, request a written copy of the current AUP at any time.

B.      Representations and Warranties

1. Each Party represents and warrants that they will comply with all applicable state and federal laws in their performance of this Agreement and in the use and operation the Services, including laws governing technology, software, and trade

2. Each Party represents and warrants that they have full authority and right to enter into this Agreement and that there are no conflicting claims relating to the rights granted by this

3. Each Party represents and warrants that their performance of this Agreement and providing Services as applicable, including the use of software or data files, shall not knowingly infringe the intellectual property or other proprietary rights of any third

4. Except for the express warranties contained in this Agreement and in the attached Service Level Agreement, Unitas makes no warranty relating to the subject matter of this Agreement, and all services are provided on an “as-is” basis, without warranties of any kind, either expressed or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, or of non-infringement.

5. Unitas guarantees network availability as per the terms of the Unitas IP Service Level Agreement. Customer understands that, from time to time, Unitas may be required to make updates to its routing policies, and that such policy updates do not represent a change in SLA performance guarantees. Customer also understands that Unitas will not be responsible under the terms of the IP Service Level Agreement for failures in which it has no control, such as in the failure of Telco-provided loop, ISP-provided connectivity, or other factors outside the Unitas

C.      Indemnification and Liability

1. Customer shall defend, indemnify, and hold harmless Unitas and Unitas’s upstream providers, its partners, associates, affiliates, distributors, employees and agents from and against any and all lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and all expenses including attorney’s fees of any kind, without limitation, in connection with Customer’s operations, installation or maintenance of equipment and facilities contemplated by this Agreement, or otherwise arising out of or in any way connection with Unitas’s provision of Services or performance under this

2. Unitas nor any of its affiliates will be liable for any act, omission to act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the Services received by Customer. Unitas and its affiliates will not be liable for any failure of performance that is caused by or the result of any act or omission by any entity other than

D.      Payment Terms

1. Customer will pay Unitas any non recurring charge (NRC) as may be set out in the applicable Service Order.

2. Customer will pay Unitas a monthly fee for services as outlined in the applicable Service Order. Charges are billed monthly and in arrears at the end of the month or billing Charges are to be paid within 30 days of the due date.

3. Past due sums shall attract interest at the rate of 1.5% per month.

4. In the event of a billing dispute, Customer agrees to notify Unitas within 15 days of receipt of Customer also agrees to pay promptly all non-disputed charges in accordance with 2. above.

5. In the event a Service Order is terminated through a breach of contract, misuse of the Unitas Network, or violations of the Unitas AUP, Customer will pay Unitas a cancellation fee equal to three full months’ services fees in addition to any associated security reporting

E.       Termination and Renewal

1. Service Orders executed by Customer hereunder shall be of independent term as indicated on said Service Order.

2. Each Service Order will continue in effect for time past the initial term for successive additional monthly terms (each a “renewal term”) in the same manner, unless written notification is received from Customer 60 days prior to the end of the initial term or 30 days in the case of a monthly renewal term.

3. In the case of any Service Order that is for a term or renewal term that is twelve months or longer, termination by Customer shall require the payment to Unitas of an early termination fee (“ETL”) that the parties acknowledge is an agreed measure of damages and not a penalty. Such ETL shall be calculated as 100% of the first twelve months of the unexpired term, 50% for months thirteen to twenty-four, and 25% thereafter.

F.       Miscellaneous

1. In case of any conflict or ambiguity in connection with or between any Service Order and these Terms and Conditions the Service Order shall prevail. In the case of any conflict between an Agreement and the SLA the Agreement shall control.

2. Each Agreement shall inure to the benefit of and be binding up the Parties hereto, their successors and assigns.

3. Customer’s rights under each Agreement shall not be assignable, nor shall Customer’s obligations be delegable without the prior written consent of Unitas.

4. Force Majeure. Should the performance of any act required by this Agreement, other than the payment of money, be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability of Unitas to secure materials necessary to provide the services, restrictive governmental laws or regulations, or any other cause beyond the control of the party required to perform the act, the time of performance will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be

5. This Agreement shall be construed and enforced in accordance with the laws of the State of Illinois and the Parties hereby irrevocably and unequivocally consent to the jurisdiction of the court sitting in Cook County, Illinois, and waive any defense of an inconvenient forum to the maintenance of any action or proceeding brought in such court in connection with each Agreement, any objection to venue with respect to any such action, and any right of jurisdiction on account of the place of residence or domicile of any party to such action. The Parties irrevocably waive their rights to trial by jury of any issues or controversies arising hereunder.

6. If any provision or part thereof of any Agreement is declared invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of the Agreement, and any other application thereof, shall not in any way be affected or impaired, and the Agreement shall be construed in all respects as if such invalid, illegal or unenforceable provisions are omitted.

7. Any notice or other communication required or which may be given to any party hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage prepaid, and shall be deemed given when so delivered personally, or if mail, two days after the date of mailing, to the address of such party set forth on the first page hereof, or to such other address as the parties may indicate in writing.

8. The headings contained in this Agreement are for convenience only and shall in no manner be construed as part of the Agreement.

9. The waiver by either Party of a breach or violation of any provisions of this Agreement shall not constitute a waiver of any other provision of this