intlx Solutions, LLC Master Service Agreement

This Master Service Agreement (the “Agreement”) is by and between intlx Solutions, LLC (intlx), with HQ at 780 Dedham Street Suite #780, Suite 110, Canton, MA 02021 and the Customer specified below (“Customer”) and sets out the terms and conditions under which intlx will provide and Customer will receive specified Services.

The effective date of this agreement is (the “Effective Date”). Where the Effective Date is not defined above, this Agreement will be effective on the date that intlx countersigns this Agreement, Incorporated into this Agreement by reference are:

The term of this Agreement commences on the Effective Date and, unless terminated earlier or extended by agreement of the parties, expires five (5) years thereafter (the “Term”). The General Terms defined in Attachment A shall take priority over any other terms of this Agreement unless otherwise specifically provided.

Customer (Legal Name):

Please note Payment / Invoice Point of Contact Information and any special notes below.

Customer Invoice Point of Contact Information

intlx Solutions Invoice Point of Contact Information

Name:

Name: Jennie Yep

Address:

Address: 91 Hartwell Ave Lexington, MA 02421

E-mail:

E-mail: accountspayable@intlxsolutions.com

Phone:

Phone: 781-457-0352

Customer intlx Solutions, LLC

intlx Solutions

Attachment A to MASTER SERVICE AGREEMENT (MSA)

General Terms

Description of Services and Structure

Payment and Payment Schedule

Term

Termination

Relationship of the Parties

Warranties and Disclaimer

No Guarantees

Consents and Data

Excused Performance

Customer Data

Security of Customer Data

Loss of Data

Return of information

Confidential Information

Nondisclosure

Non-Solicitation of Employees

Cooperation; Customer Tasks; Use of Data

Authorization Under Laws

Limitation of Liability

Assignment

Force Majeure

Counterparts

Electronic Communication

Jurisdiction and Timing

Severability

Waiver

General

Publicity

Description of Services and Structure

intlx Solutions, LLC will provide Customer such services as and to the extent specified in the Sales Service Agreement (SSA) attached to this Agreement (“Services”). More than one SSA may be attached to this Agreement and each such SSA will be separately executed by the parties with reference to this

Agreement. Unless otherwise restricted in a SSA, intlx is permitted to perform the Services remotely from any intlx or Team Member facility within the United States and Customer will reasonably cooperate with intlx to facilitate such performance. Any material change to the schedule or scope of an SSA must be mutually agreed upon in writing. If in intlx’s judgment the change requires additional work, support, and travel not included in the original SSA, this will constitute a request for a change order, which must be mutually agreed upon in writing by intlx and the Customer. Any agreed upon changes to the delivery dates and the professional fee for the engagement will be detailed in a change order signed by the parties.

Payment and Payment Schedule

Amounts to be paid by Customer for the Services will be specified on separate quotes. intlx will submit monthly invoices to the Customer for amounts owed. Payment is due net thirty (30) days of the receipt of the invoice. intlx reserves the right to charge up to one and one half percent (1.5%) per month for any delinquent payment of invoices if not paid within thirty (60) days.

Term

The term of this Agreement commences on the Effective Date and, unless terminated earlier or extended by agreement of the parties, expires five (5) years thereafter (the “Term”). Performance of the Services in a SSA will commence on the date specified in a SSA.

Termination

At any time, either party may terminate the Agreement or any applicable SSA by written notice to the other party, effective immediately upon receipt, if the other party fails to cure any material breach of the Agreement within a thirty (30) day period after having received a written notice from the nonbreaching party detailing the breach and requesting the breach be cured or without a cure period if the material breach is not capable of cure. Customer may terminate this Agreement or an SSA with cause at any time on 30 days written notice and receive a prorated refund of prepaid fees. Except as expressly provided otherwise in the Agreement and termination for uncured breach, any termination of the Agreement will not affect any rights or obligations of the parties under any SSA accepted before the termination of the Agreement became effective. Additional termination rights and consequences may be available under an Attachment to this Agreement.

Termination for Maintenance. Termination for Maintenance will be defined fully for each separate SSA that will be attached to this MSA. For any maintenance agreement, a SSA will be provided to the Customer which will outline the services to be provided in greater detail. The SSA will specify the length and dates of the maintenance term, entitlements and services included, any optional years included, and additionally the Termination for Maintenance rights of the Customer for that particular SSA. In addition, the SSA will define any termination rules and potential cancellation fees involved with the Original Equipment Manufacturer (OEM) backend contracts included in the SSA.

Changes to Inventory. Any changes to inventory of hardware and/or software during the contract period which require any change in fees be paid or reimbursed accordingly.

Relationship of the Parties

The parties are independent contractors. Unless otherwise specified in an SSA, none of the Services are intended to constitute an investigation subject to the regulatory requirements of applicable laws regulating private investigators; provided, that to the extent a court or regulatory body of competent jurisdiction declares (or is likely to declare) that such laws regulating private investigators apply to the Services in whole or in part, the parties will promptly modify this Agreement as reasonably required to cause such laws to not apply to the Services. This Agreement is for the sole benefit of the parties who sign it, and no third party will be entitled to assert third party beneficiary status or otherwise make a claim under this Agreement.

Warranties and Disclaimer

Each party warrants to the other that it has full corporate power and authority to enter into the Agreement and to carry out the transactions contemplated

under the Agreement. NEITHER PARTY MAKES ANY WARRANTY OTHER THANN AS STATED IN THIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE ARISING FROM THE COURSE OF PERFORMANCE OR USAGE OF TRADE.

B) Products from Other Parties. Customer's decision to acquire or use products from other parties is Customer's sole responsibility, even if intlx

Solutions helps Customer identify, evaluate or select them. intlx Solutions IS NOT RESPONSIBLE FOR, AND WILL NOT BE LIABLE FOR, THE QUALITY OR PERFORMANCE OF SUCH PRODUCTS OR THEIR SUPPLIERS.

C). Toll Fraud. intlx does not warrant that Products or Services will prevent Toll Fraud. Prevention of Toll Fraud is the responsibility of Customer.

No Guarantees

intlx will use reasonable care in the performance of the Services. Customer acknowledges, understands and agrees that intlx does not covenant, guarantee or warrant that it will find, locate, discover and/or repair any or all of Customer’s system’s vulnerabilities, or that intlx will be ultimately successful in determining the source or full impact of any authorized or unauthorized access or security breach (or attempted access or security breach), and will not hold intlx responsible therefor. Customer agrees not to represent to any third party that intlx has provided any such covenant, guarantee or warranty. All determinations regarding the customer’s approach to compliance with applicable laws and regulations, including how and whether the services contribute to such approach, shall be made solely by the customer and customer specifically acknowledges that intlx has not represented, warranted, or otherwise guaranteed performance of the services will result in any such compliance. Intlx agrees that it will perform all services under this Agreement to the best of its abilities, using qualified, experienced, and licensed (if applicable) individuals. All services and products provided by intlx will be consistent with industry standards, any and all manufacturer specifications, requirements, and or recommendations, and in compliance with any and all applicable laws.

Consents and Data

Customer is solely responsible for the content of the data contemplated to be accessed by intlx from Customer’s systems under this Agreement.

Customer has the right to grant to intlx, and does hereby grant to intlx (except to the extent otherwise specified in an SSA), the right to access all such data, all such systems, and all facilities associated with such systems and data for the purpose of providing the Services. Customer represents and warrants that intlx’s performance of the Services does not and will not conflict with any obligations of Customer to any third party, including without limitation employees of Customer.

Excused Performance

Each party shall be excused from the performance of any obligation to the extent that such performance conflicts with any applicable law or regulation, including without limitation when the party, in good faith, believes that such performance is likely to so conflict, after written notice to the other party.

Customer Data

Data that is within the scope of information contemplated and/or permitted to be accessed by intlx in connection with the provision of the Services will be deemed to be “Customer Data.” Except as otherwise provided in a SSA, Customer Data will be maintained by intlx in confidence and will be used by intlx only for purposes of performing and enforcing this Agreement. Keeping Customer Data in confidence means that intlx will intentionally disclose Customer Data only in support of intlx’s performance and enforcement of the Agreement and intlx will use the same measures as it takes with its own confidential information to maintain the confidentiality of Customer Data.

Security of Customer Data

Intlx will at all times in connection with this Agreement: (i) maintain and enforce an information security program including administrative, physical and technical security policies and procedures with respect to its access to or storage of Customer Data that meets or exceeds no less than commercially reasonable industry practices and standards; (ii) provide technical and organizational safeguards adequately designed to protect against accidental,

unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling or processing of such information and ensure a level of security appropriate to the risks presented by the access or maintenance of such information and the nature of such information, consistent with not less than commercially reasonable industry practice and standards; (iii) take commercially reasonable measures to secure its networks against “hackers” and others who may seek, without authorization, to disrupt, damage, modify, access or otherwise use the network or the information found therein; (iv) take commercially reasonable measures to logically separate Customer Data from that of other customers; and (v) ensure all transmissions of Customer Data are secure through a virtual private network or encryption using TLS regardless of whether the Customer Data is being exchanged with Customer or with another party and that the Customer Data will be encrypted at rest. Additionally, intlx will periodically test and continuously monitor its systems for potential areas where security could be breached and shall also periodically conduct security testing, including penetration testing. Intlx will be solely responsible for its information technology infrastructure, including all computers, software, databases, electronic systems and networks and hosting platforms that are owned or controlled or provided by intlx that may be used by intlx to access Customer’s systems or otherwise in connection with the Services. To the extent that intlx uses service providers or subcontractors in connection with the performance of the Services, intlx acknowledges that this provision applies equally to any such service provider or subcontractor and such service provider or subcontractor will possess a level of security and data protection equal to the requirements of this Section. All Customer Data will be stored, processed, transmitted and accessed only within the United States.

Loss of Data

If intlx learns or has reason to believe that Customer Data provided to or maintained by intlx or its subcontractors in any form has been lost, or accessed or disclosed by an unauthorized entity, intlx will immediately notify Customer of the event and investigate the extent of such loss or disclosure at intlx’s own expense. If a breach notification is required by law, intlx will, if requested by Customer, assist Customer with notifying affected individuals.

Return of information

Subject only to any need to access and retain Confidential Information and/or Customer Data in order to perform or enforce this Agreement, following a party’s request for such the other party will promptly return such requested Confidential Information and/or Customer Data, or, at the returning party’s option, promptly destroy it and provide the other party with written certification of destruction. The foregoing obligations to return or destroy material will not include extracts, summaries, and records kept in the normal course of business, reasonably required to document the performance or enforcement of this Agreement, and which are either physically impractical or commercially unreasonable to so destroy or return, including without limitation such data as resides in e-mail backup storage; provided that a party will not so store Confidential Information or Customer Data with the intention of doing so solely to avoid its return or destruction pursuant to this Section.

Confidential Information

The Parties agree that this Agreement is Confidential information of intlx in total and of Customer only to the extent that CUSTOMER-specific information (e.g., Customer name, Customer Locations) is included. Additionally, the Parties agree that all information provided to intlx by Customer that is related to improvements in or changes to the Services, including without limitation evaluations, errors reports, and suggestions, will be owned by intlx and will be

intlx Confidential Information from the time of its creation.

Nondisclosure

Neither Party will have any nondisclosure obligation or liability with respect to Confidential Information or Customer Data to the extent that such must be disclosed pursuant to a court order or as required by any governmental or administrative authority or authorized regulatory agency or other law; provided, that if a Party is ordered to disclose Confidential Information or Customer Data, such Party will notify the other Party in advance of any such disclosure and, at the request of the other Party will use reasonable efforts (at the disclosing Party’s cost and expense) to assist the other Party in resisting or limiting such disclosure. Intlx may disclose this Agreement and information related to intlx’s performance of Services to its contractors, professional advisors, and other third parties who assist intlx in the tracking and fulfillment of intlx’s obligations hereunder; provided, that such disclosures will only be in furtherance of intlx’s performing and enforcing this Agreement and are subject to agreement not to further disclose. Permitted disclosures of Confidential Information and Customer Data to third parties (other than pursuant to a court order) is subject to the disclosing Party having in place with such third parties contractual obligations restricting further disclosure of such that are generally no less restrictive than those in this Agreement.

Non-Solicitation of Employees

Unless approved in writing by the other party, neither party shall directly solicit employees of the other to undertake employment with it, or any affiliate during the performance of this Agreement and for a period of one (1) year thereafter. Direct solicitation does not include: (a) responding to advertisements in the general media; (b) submission of resumes through a party’s web site; and/or (c) submission of resumes while attending a party’s job fair, and, except to the extent an individual was specifically encouraged to respond to such advertisements or submit a resume as set forth above, there shall not be a restriction on the hiring of individuals so responding.

Cooperation; Customer Tasks; Use of Data

Customer acknowledges that intlx’s ability to perform the Services is dependent on Customer providing intlx with access to data, systems, facilities, employees and/or information directly related services to be rendered as outlined in separate SSAs, as well as providing intlx with such other assistance as reasonably requested.

Authorization Under Laws

To the extent that Customer can or must provide intlx with authorization under any applicable law or regulation to perform any task associated with Services, Customer hereby does so, will continue to do so throughout the Term, and will provide further written confirmation of such to intlx or to others as intlx directs upon request. Such authorizations include, without limitation, those under: the Computer Fraud and Abuse Act, 18 U.S.C. §1030 et seq., and the Electronic Communications Privacy Act, 18 U.S.C. §2701 et seq. as well as S.D. Stat. 43-43B-1 et. seq. Additionally, Customer hereby appoints intlx as the agent of Customer for purposes of 18 U.S.C. §2511(2)(a)(i) and Customer represents that intlx is retained to provide the Services for the protection of Customer’s rights and property.

Limitation of Liability

19(a) TO THE EXTENT ARISING UNDER THIS AGREEMENT BUT NOT RELATED TO ANY SSA, THE LIABILITY OF EACH PARTY FOR DAMAGES UNDER AND RELATED TO THIS AGREEMENT AND ITS SUBJECT MATTER FOR ALL EVENTS, ACTS, OR OMISSIONS WILL BE LIMITED TO A TOTAL AGGREGATE AMOUNT OF $25,000.00 WHETHER BASED ON ONE OR MORE ACTIONS OR CLAIMS IN CONTRACT, EQUITY, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT, CLAIMS RELATED TO ANY SSA ARE SUBJECT TO THE LIMITATION IN SECTION 19(b) BELOW IN LIEU OF THIS LIMITATION IN SECTION 19(a).

19(b) TO THE EXTENT ARISING UNDER THIS AGREEMENT AND RELATED TO A SSA, THE LIABILITY OF EACH PARTY FOR DAMAGES UNDER AND RELATED TO THIS AGREEMENT AND ITS SUBJECT MATTER FOR ALL EVENTS, ACTS, OR OMISSIONS RELATED TO SUCH SSA WILL BE LIMITED TO A TOTAL AGGREGATE AMOUNT OF THE GREATER OF (a) PAYMENTS MADE BY CUSTOMER TO INTLX UNDER SUCH SSA DURING THE FIRST SIX (6) MONTHS OF SUCH SSA OR (b) $25,000.00, WHETHER BASED ON ONE OR MORE ACTIONS OR CLAIMS IN CONTRACT, EQUITY, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT: MULTIPLE CLAIMS RELATED TO A SINGLE SSA WILL BE SUBJECT TO THE AGGREGATE LIMITATION OF LIABILITY FOR SUCH SSA; EACH CLAIM RELATED TO A SSA MUST BE ASSOCIATED WITH ONLY ONE SSA; AND CLAIMS RELATED TO ANY SSA ARE SUBJECT TO THE LIMITATION IN THIS SECTION 19(b) IN LIEU OF THE LIMITATION IN SECTION 19(a).

19(c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES SET FORTH IN SECTIONS 19(a) OR SECTIONS 19(b) INCLUDE, ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OR AMOUNTS FOR LOSS OF INCOME, PROFITS, GOOD WILL, OR SAVINGS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19(d). EACH PARTY SHALL INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, FINES, INTEREST, JUDGMENTS, LOSSES, LIABILITIES, SUITS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) ARISING FROM A PARTY’S (1) INTENTIONAL OR NEGLIGENT ACTS OR OMISSIONS; (2) BREACH OF THIS AGREEMENT; AND/OR (3) FAILURE TO COMPLY WITH ANY AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS.

THE LIMITATIONS IN SECTIONS 19 (a), (b), AND 19(c) ABOVE SHALL NOT APPLY TO A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; AMOUNTS OWED TO INTLX FOR CHARGES AND TERMINATION FEES; THE INDEMNIFICATION OBLIGATIONS IN SECTION 19 (d) (CONSENTS AND DATA), AND SECTION 15 (COOPERATION; CUSTOMER TASKS; USE OF DATA); SECTION 14 (NON-SOLICITATION OF EMPLOYEES), OR SECTION 16 (AUTHORIZATION UNDER LAWS). FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS IN SECTIONS 19(a), 19(b), AND 19(c) ABOVE SHALL APPLY TO THE SECTION 10 (CUSTOMER DATA). MONETARY DAMAGES AS SET FORTH IN SECTION 19 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WHERE NO OTHER REMEDY IS PROVIDED AND ARE CUSTOMER’S SOLE AND EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT ANOTHER REMEDY IS PROVIDED IN THIS AGREEMENT AND SUCH OTHER REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

Assignment

Neither party shall assign or in any manner transfer its interest or any part thereof in this Agreement without the prior written consent of the other party; provided that assignments and transfers to successors in interest are permitted. Nothing contained herein, however, will prohibit intlx from using third parties to assist intlx in the performance of the Services.

Force Majeure

Neither party shall be considered to be in default in the performance of its obligations under this Agreement (other than payment obligations) to the extent that the performance of any such obligation is prevented or delayed by any cause which is beyond the reasonable control of the affected party.

Counterparts

This agreement and any SSA may be signed in one or more counterparts (by original or facsimile or electronic signature) and each of which, when so

executed, shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument.

Electronic Communication

The parties acknowledge that: (a) intlx may correspond and convey documentation via Internet e-mail unless the Customer expressly requests otherwise in writing, and (b) intlx has no control over the performance, reliability, availability, or security of Internet e-mail.

Jurisdiction and Timing

This Agreement (a) shall be governed and construed in accordance with the laws of the courts of Massachusetts, excluding its principles of conflict of laws; (b) incorporates the entire understanding of the parties with respect to the subject matter hereof and supersedes any previous understanding, commitment or agreement, oral or written, with respect to such; and (c) may not be amended or modified except in writing executed by both parties

hereto. TO THE EXTENT HEARD AND TRIED BY A COURT, ALL ACTIONS BETWEEN THE PARTIES WILL BE HEARD AND TRIED BY THE COURT SITTING WITHOUT A JURY AND TO THE EXTENT NOT PROHIBITED BY LAW THE PARTIES IRREVOCABLY WAIVE ANY RIGHTS TO A JURY

TRIAL. Any action against intlx must be brought within eighteen (18) months after the Services giving rise to the action are rendered. The parties agree that venue for such action is appropriate in the Courts for Massachusetts. The United Nations' Convention for the International Sale of Goods is expressly excluded from this Agreement, and shall have no force or effect on the parties.

Severability

If any term or provision of this agreement or any SSA is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such term or provision shall be deemed stricken and all other terms and provisions shall remain in full force and effect. As a substitute for such invalid, illegal or unenforceable provisions the parties will negotiate in good faith an alternative mutually acceptable provision consistent with the original intent of the parties.

Waiver

The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the full right to require such performance at any time thereafter except to the extent the other party is actually prejudiced by such later requirement. The waiver by either party of a portion of a provision herein shall not be taken or held by the other party to be a waiver of the provision itself unless such a waiver shall be express and in writing.

General

The titles of the clauses in this Agreement, including all SSAs, shall be read as references interpretation of this Agreement. Notices under this Agreement that seek to enforce or exercise specific rights under this Agreement shall be deemed effective if in writing and personally delivered, sent by U.S. Mail

(postage prepaid), Electronically or sent by an independent delivery service providing delivery receipt at the addresses first specified above. Notices in respect of day-to-day operations (to include invoices), however, may be exchanged between the parties using any reasonable manner (including without limitation e-mail). The terms of any section of this Agreement, including all SSAs, which by their nature should survive to give adequate meaning and effect to the terms will survive the termination or expiration of this Agreement and/or SSA(s).

Publicity

Neither party will make any announcement or written statement concerning the existence or substance of this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior consent of the other party. This provision will not apply, however, to any announcement or written statement required to be made by applicable law or the regulations of any governmental body.

Product Sales, Licensing, and Installation Terms

Overview. These terms are applicable to all intlx provided: (a) equipment, materials, software and other goods (collectively “Products”) and (b) installation services, implementation services, warranty services and other related services (collectively, “Services”). The specific Products or Services provided are listed on the applicable Order, as defined below. Services do not include enhanced warranty services, post warranty services, managed services or maintenance, which are available from intlx separately under the terms and conditions of Attachment B – Support and Managed Services.

Payment Terms. The Purchase Price (“Purchase Price”) of Products and Services shall be paid in accordance with the applicable Order congruent with the Master Service Agreement Payment terms. If payment of any portion of the Purchase Price is based upon installation, the effective date of the invoice will be when the installed Products and Services are operational and able to perform the function for which they are intended. Minor omissions of certain features or equipment failure which do not materially affect the functioning of the entire system will not affect the effect Cutover date for invoicing purposes.

Quotes & Change Orders. All requests for Products or Services shall be accompanied by a completed Quote (a “Quote”) in a form approved by intlx and Customer. To be effective, the Quote must be signed by an authorized representative of Customer and accepted by an authorized representative of intlx. All Quotes for Products and Services provided thereunder shall be pursuant and subject to the terms and conditions set fort in the Master Service Agreement. Change orders (“Change Order”) to an Order shall likewise be made on an Order form and designated as a Change Order thereon.

Customer Responsibilities. Customer agrees to; (a) cooperate with intlx in providing the Products and Services and give intlx timely access to its premises for pre-installation site surveys, installation of Products and provision of Services at its site(s) where the Products are to be installed (b) ensure that the Site will be a suitable environment for the Products, in compliance with applicable law and regulations and will include a space for installation of the Products, to be made available prior to delivery thereof; (c) provide all supplemental equipment and environmental services required for the installation and support of the Products at its own expense, including, but not limited to, air conditioning and commercial electrical

power, wiring and outlets and (e) ensure that its networks and systems are adequately secured against unauthorized intrusion. Furthermore, Customer warrants that Customer has no knowledge hazardous materials (“Hazards”) at its Site and Customer agrees to promptly notify intlx in writing if Customer becomes aware of Hazards on its Site. intlx assumes no liability for any conditions or Hazards existing on the Customer’s Site.

Manufacturer Licensing and Warranties. The warranties of intlx hereunder are subject to observance by customer of the terms of the licenses, license agreements, support policies and warranties of the manufacturers of the products. Some products require manufacturer software support agreements, and customer agrees to maintain this coverage in order to obtain and facilitate warranty support from intlx.

5.1 Avaya-Specific Customers: Any order for Avaya products are subject to the following conditions:

Avaya requirement: In order to receive manufacturer support, as well as access to patches and updates, Avaya requires that all software licenses have active software support in place, via a Subscription, Support Advantage, JSD/SS, JSD/SSU, SS, or SSU offer. The software support term commences on the first day of the second month after order submittal to distribution. SS and JSD/SS are for a one year prepaid term. SSU and JSD/SSU are for a threeyear commitment with options for pre-payment in full or annual payments. All software support must be renewed at expiration or a re-instatement fee may apply. By agreeing to purchase the licenses and associated software support Customer is committing to make payments on the software support based on the term commitments. Avaya EULA Acceptance Requirement: End User agrees to comply with and be bound by the Avaya Software License Terms (“EULA”) incorporated herein by reference. The EULA can be found at http://support.avaya.com/Licenseinfo.

Installation Date. Installation of the Products and provision of the Services are to occur on the dates and times as mutually agreed to by the Customer and intlx within ninety (90) days of the acceptance by intlx of the applicable Order. If the Site is not ready for the installation within 90 days of the Order date, intlx may request that the Purchase Price and new new installation date be adjusted by mutual agreement or terminate the applicable

Order and collect from Customer any costs incurred by intlx with respect to Products and Services purchased by intlx for Customer.

Attachment B to MSA Support and Managed Services Terms

Attachment B to MSA

Support and Managed Services Terms

Order, Provision and Scope of Services

Customer Responsibilities

Termination of Support & Maintenance.

Renewal Policy

Order, Provision and Scope of Services

Order and Provisioning of Services. In return for the payment of the fees specified in the order, intlx will provide the Support and/or Managed Services options for Supported Products or Supported Systems at Supported Sites, as listed on the SSA. “Supported Products” are hardware or software products identified in the SSA. Supported Products may include non-intlx products to the extent they are specified in the order. “Supported Systems” are a group of products or networks specified in the order. “Supported Sites” are locations specified in the order. Orders are subject to acceptance by intlx. intlx may accept an order by beginning to perform the Services. Terms and conditions contained in Customer purchase orders or other Customer documents will have no effect, unless explicitly approved and noted on the SSA

Replacement Hardware. Replacement hardware provided as part of Services may be new, factory reconditioned, refurbished, remanufactured or functionally equivalent. It will be furnished only on an exchange basis. Returned hardware that has been replaced by intlx will become intlx’s property. Title to intlx-installed replacement hardware provided as part of Services will pass to Customer when installed. Title to all other hardware provided as part of Services will pass to Customer when it arrives at the Supported Site. Hardware covered under any SSA will be replaced after receipt of request as detailed in the SSA. intlx is not responsible to replace hardware suspected to be damaged by natural events, to include but not limited to; lightning strikes, flooding, fire, or human error, to include, but not limited to, improper grounding of equipment, noticeable attempts to repair or open hardware

Monitoring. intlx may electronically monitor Supported Products and Systems in order to; (a) perform remote diagnostics and corrective actions for agreed upon services; (b) verify compliance with applicable software terms and restrictions; (c) determine system configuration and required to perform agreed upon services.

Added/ Removed Products. (A) If Customer acquires additional products of the same type and manufacturer(s) as the existing Supported Products and locates them with existing Supported Products at a Supported Site or networks them at a remote location as part of an existing Supported Products at a Supported Site, they will be considered “Added Products,” and will be added to the order automatically for the remainder of the term. Added Products purchased from a party other than intlx may be subject to certification by intlx at intlx’s then current rates for such certification. If Added Products fail certification, intlx may choose not to add them to the Supported Products. Services coverage will be effective immediately after intlx certifies the added products. Charges for added products will be at the then current rate and coverage

will be coterminous with the coverage for the existing Products. (B) Removed Products; In the event that the Customer removes components

or equipment from a intlx-supported system, any change in components, administered TDM and/or IP port counts may be accounted for on next billing date. If customer removes equipment covered under an intlx SSA, intlx agrees that upon receiving 30 day written notification of the removal, complete with inventory detail, the pricing of this SSA will be adjusted accordingly for the Customer’s next billing cycle and at the rates originally agreed to herein

General Limitations. Unless otherwise stated, intlx will provide software Services only for the unaltered current release of the software and the prior release. For software versions that are older than one (1) release prior to the then current release, software Services will be limited only by the manufacturer end of support policies. Support of Supported Products that have been modified / changed by a party other than intlx (except if installed by the Original Manufacturer) may be subject to additional fees.

Customer Responsibilities

General. Customer will cooperate with intlx as reasonably necessary for intlx’s performance of its obligations, such as: (i) providing intlx with full, free and safe access to its facilities; (ii) providing telephone numbers, network addresses and passwords necessary for remote access; and (iii) providing interface information for Supported Products and necessary third party consents and licenses to access them. Customer shall provide to intlx a technical resource or onsite contact person who shall assist intlx Technicians and Support Staff in remotely troubleshooting issues, including, but not limited to, providing data logs, or assisting in reboots/ resets of certain components.

Moves of Supported Products. Customer will notify intlx in advance before moving Supported Products. intlx may charge additional amounts to recover additional costs in providing the Services as a result of moved Supported Products.

Third Party Hosting. In the event one or more network address(es) to be monitored by intlx are associated with systems owned, managed, and/or hosted by a third party service provider (“Host”), Customer will: (a) notify intlx of the Host prior to commencement of the Services; (b) obtain the Host’s advance written consent for intlx to perform the Services on the Host’s computer systems and provide intlx with a copy of the consent upon request; and (c) facilitate necessary communications between intlx and the Host in connection with the Services.

OEM Requirements: In order to receive manufacturer support or gain access to intellectual property such as software patches and updates, manufacturers may require an end user to maintain manufacturer-direct content in the form of licensing or software subscriptions, or another type of manufacturer-direct entitlement. It is the responsibility of the customer to ensure that all subscriptions, licensing fees, software support agreements, and other manufacturer entitlements are active and up to date at commencement of, and at all times during the term of the SSA. In some cases, the OEM requires that the support provider (intlx) contract directly with the manufacturer on behalf of the end user, with an associated cost for services. In the event of early termination of the SSA, the Customer, at a minimum, shall be subject to an early termination fee of the prorated, net amounts due to the manufacturer for all established backend OEM support as defined on the MSA General Terms.

End of Support/Extended Support: Periodically, manufacturers may declare “end of life,” “end of service,” “end of support,” “manufacture discontinue” or similar designation (“End of Support”) for certain Supported Products. Products declared end of support will be supported under the terms of Extended Support until contract end date, at which time the Supported Product may be removed from coverage and rates will be adjusted accordingly. Extended Support is best effort, support will be provided with the following exceptions: At the end of manufacturer support, Tier IV R&D product developer support and going forward maintenance updates (e.g., Product Correction Notices (“PCN’s”), “bug fixes,” interoperability / usability solutions) are no longer provided by the manufacturer. Therefore, certain complex faults or functionality issues

may not be resolvable without the customer upgrading the system to a version currently supported by the manufacturer. In addition, as replacement parts are discontinued by the manufacturer, some products or components may become increasingly scarce or require

replacement with substitute parts. This may result in delays in response or repair intervals, or may require upgrades to other components at customer’s expense in order to ensure compatibility and preserve Supported Product functionality.

Termination of Support & Maintenance.

Termination of Support and Maintenance are congruent with conditions outlined in Attachment A, “General Terms” of the Master Service

Agreement.

Termination Notice. Customer’s written notice of cancellation or intent not to renew must be sent by: (a) letter via certified mail to the following address: intlx Solutions, LLC, 780 Dedham Street Suite #780, Suite 110, Canton, MA 02021.

Changes During Contract: Any customer requests to decrease OEM support (i.e. quantity of hardware or software under manufacturer support) is viewed as a termination of contract and may be subject to applicable fees.

Renewal Policy

Renewal policy of any support and managed services are congruent conditions outlined in Attachment A, “General Terms” of the Master Service

Agreement, unless otherwise noted in the applicable SSA to the support or managed services in questions.