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<br />© 2014 Crosslink Networks LLC, 1499 Doolittle Dr. San Leandro, CA 94577 Proprietary and Confidential
<br /> MASTER SERVICE AGREEMENT
<br /> This Business Markets Master Service Agreement ("Agreement") is made this ____ day of ________________, 2015 (“Effective Date”) by and between CROSSLINK NETWORKS, LLC (“CLN”) and
<br />_________ (“Customer”). This Agreement provides the general terms and conditions applicable to
<br />Customer’s purchase of communications services (“Service”) from CLN and CLN’s provision of Service(s) to Customer.
<br />1. Service Delivery. Requests for Services will be on CLN orders (“Orders”) stating the pricing and term
<br />(“Service Term”) for which Services are requested. The Service will continue on a month to month basis at
<br />the expiration of the Service Term at CLN’s then current rates. CLN will try, but is not obligated, to provide Services by requested or otherwise committed delivery dates. Should CLN determine to accept Orders, the
<br />Service Term will commence when the Service is installed (“Service Commencement Date”). Unless Customer notifies CLN within 3 days of the Service Commencement Date that Service is not working properly, the Service will be deemed accepted and billing will commence on the Service Commencement Date.
<br />Customer will at its expense provide suitable access to non-CLN facilities or power required for Service delivery or removal of equipment. Title to all equipment and software provided by CLN remains with CLN.
<br />CLN’s then current Acceptable Use and Privacy Policies (available at www.crosslinknetworks.com) apply
<br />to Customer’s use of Service. CLN shall notify Customer of any changes to CLN’s Acceptable Use and Privacy
<br />Policies prior to instituting any changes. Changes to CLN’s Acceptable Use and Privacy Policies shall be
<br />ineffective until Customer is notified.
<br />2. Charges. Invoices are delivered monthly. Fixed charges are billed in advance and usage-based charges
<br />are billed in arrears, partial months being prorated. CLN’s standard charges apply to moves, adds or changes
<br />agreed to by CLN. Payment is due upon Customer’s receipt of invoices and is past due 30 days after the
<br />invoice date (“Payment Deadline”). Past due amounts bear interest at the lesser of 5% per month or the highest rate allowed by law. If payment is not received within 60 days after invoice, CLN may give 48 hour notice to
<br />suspend service. If service is suspended, Customer will need to pay past due, current fees, and reconnect charge of $100.00 to restore services. Customer agrees to pay all Service charges, even if incurred as the result of unauthorized use.
<br />3. Taxes and Tax Like Fees. Except for CLN's net income tax, Customer is responsible for all taxes, fees, surcharges, license fees and other tax like charges imposed on or incident to the provision, sale or use of
<br />Service (whether imposed on CLN or its affiliates). Such charges may be billed as cost recovery fees. Valid exemption certificates will be given prospective effect upon receipt by CLN.
<br />4. Maintenance. Maintenance of the Service may, but ordinarily will not, result in limited Service interruptions.
<br />Customer will not attempt maintenance of the Service. Customer is responsible for the costs of maintenance required by acts or omissions of Customer. CLN may, from time to time, need to perform maintenance on
<br />CLN-owned equipment located at a Customer site. Customer agrees to provide identified CLN staff with physical access to such equipment, subject to any relevant Customer policies.
<br />5. Termination. If (i) Customer fails to pay CLN any undisputed charges when due and such failure continues
<br />for 5 business days after written notice from CLN or (ii) either party fails to observe any other material term of this Agreement, including CLN’s failure to meet the specified service level guarantee pursuant to Section 8 of this Agreement, then the non-defaulting party may terminate this Agreement or any Order, in whole or in part,
<br />and subject to the limitations of this Agreement, pursue any remedies it may have at law or in equity. If Customer terminates Service for convenience, Customer will pay CLN a termination charge equal to the sum
<br />of: (a) all unpaid amounts for Service actually provided; and, (b) 100% of the remaining monthly recurring charges (if any) for months 1-12 of the Service Term. If Customer or CLN terminates Service for cause, Customer will pay CLN all unpaid amounts for Service actually provided.
<br />6. Indemnification. CLN shall indemnify, defend with counsel acceptable to Customer, and hold
<br />harmless Customer and its officers, officials, employees, agents and volunteers from and against any
<br />and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s
<br />fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in
<br />connection with CLN’s performance of the Services or its failure to comply with any of its obligations
<br />contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct
<br />of Customer. CLN’s obligation to defend and indemnify shall not be excused because of CLN’s
<br />inability to evaluate Liability or because CLN evaluates Liability and determines that CLN is not liable
<br />to the claimant. CLN must respond within 30 days, to the tender of any claim for defense and indemnity
<br />by Customer, unless this time has been extended by Customer. If CLN fails to accept or reject a tender
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