Common use of Data Center Services Clause in Contracts

Data Center Services. While certain of the Services and Apps can only be accessed and used from Velvetel-hosted servers (including, without limitation, Cluster Manager), you may elect to access and use Velvetel Core, Velvetel UI Core, and certain Apps (as identified in the license terms on the Velvetel App Exchange) either on Velvetel-provided servers and related computer equipment that you access remotely via the internet (“Velvetel-Provided Data Center Services”) or in an environment that you provide or procure from one or more third parties (“Customer- Provided Data Center Environment”). The scope of Velvetel’s services, and your obligations, depend on whether you choose to access and use the Services via Velvetel- Provided Data Center Services or your Customer-Provided Data Center Environment, as follows: 11.2.1 Velvetel-Provided Data Center Services: You may subscribe to one or more forms of Velvetel-Provided Data Center Services, either in a shared environment (the “Hosted Platform”) or dedicated environment that is exclusive to you (the “Private Cloud” and “Global Infrastructure” Service offerings). If you do, and provided that you pay all applicable fees for such Velvetel-hosted services, Velvetech will use commercially reasonable efforts to provide and/or contract with one or more third- party data centers in the United States, Canada, and any other territory or country publicly offered on the Velvetech Site that will enable you, consistent with the AUP, to host, access and use the particular Services to which you have subscribed under this Agreement. You understand and agree that, while Velvetech will use commercially reasonable efforts to host your Services in data centers that are reasonably capable of enabling you to access and use the Services to which you have subscribed, Velvetech, as indicated below, is not responsible or liable for any Force Majeure Events or any other impediment or failure caused by you or a third party that interferes with or prevents you from accessing or using the Services, including, without limitation, third- party providers of internet services, electricity, and other third parties that facilitate or relate to your use of the Services. You understand and agree that, except as part of any optional Support services you contract with Velvetech to provide for a fee, you understand and agree that we will not contact any of your internet service providers and/or service or product providers on your behalf in connection with your use of the Services. You further understand and agree that, if you subscribe to the Hosted Platform service, you will market and sell your services solely to End Users and not offer your services for resale. If you subscribe to either the Private Cloud or Global Infrastructure Service offerings, you may market and sell your services to End Users and an additional reseller. 11.2.2 Customer-Provided Data Center Environment: Provided that it is permitted under the applicable license terms, if you elect to host, access, or use any Services on servers or in other environments that you provide (or contract with a third party to provide) independently of Velvetech, you understand and agree that you are solely responsible and liable for that Customer-Provided Data Center Environment, and you agree to hold Velvetech harmless from all risks, claims, losses, damages or liabilities that may arise or relate to your use of such Environment. If you choose to provide a Customer-Provided Data Center Environment, Customer understands, acknowledges, and agrees that: (i) Customer must have a high-quality high speed internet connection and appropriate hardware sufficiently geographically proximate to the applicable End User(s) to use the Services; and (ii) Velvetech is not providing that data center, internet connection, or hardware for Customer. By choosing to host any Services in a Customer-Provided Data Center Environment, you understand and agree that Velvetech does not control and is not responsible for: (i) Customer’s data center, internet connection, or hardware; (ii) the quality, reliability, or security of Customer’s data center, internet connection, or hardware; (iii) any third party products and/or services related to Customer’s data center, internet connection or hardware; or (iv) problems with the Services that are caused by or related to Customer’s data center, internet connection or selection of hardware. Velvetech will not contact any of the data centers, internet providers and/or service or product providers on Customer’s behalf. To the extent an SLA applies to any Services used or accessed in a Customer- Provided Data Center Environment, any downtime caused by or related to that Environment will not qualify as “Downtime” for which Velvetech is responsible or any credits are due under that SLA.

Data Center Services. While certain of the Services and Apps can only be accessed and used from VelvetelVinix-hosted servers (including, without limitation, Cluster Manager), you may elect to access and use Velvetel Vinix Core, Velvetel Vinix UI Core, and certain Apps (as identified in the license terms on the Velvetel Vinix App Exchange) either on VelvetelVinix-provided servers and related computer equipment that you access remotely via the internet (“VelvetelVinix-Provided Data Center Services”) or in an environment that you provide or procure from one or more third parties (“Customer- Provided Data Center Environment”). The scope of VelvetelVinix’s services, and your obligations, depend on whether you choose to access and use the Services via Velvetel- Vinix-Provided Data Center Services or your Customer-Provided Data Center Environment, as follows: 11.2.1 Velvetel(a) Vinix-Provided Data Center Services: You may subscribe to one or more forms of Velvetel-Vinix- Provided Data Center Services, either in a shared environment (the “Hosted Platform”) or dedicated environment that is exclusive to you (the “Private Cloud” and “Global Infrastructure” Service offerings). If you do, and provided that you pay all applicable fees for such VelvetelVinix-hosted services, Velvetech Vinix will use commercially reasonable efforts to provide and/or contract with one or more third- third-party data centers in the United States, Canada, and any other territory or country publicly offered on the Velvetech Vinix Site that will enable you, consistent with the AUP, to host, access and use the particular Services to which you have subscribed under this Agreement. You understand and agree that, while Velvetech Vinix will use commercially reasonable efforts to host your Services in data centers that are reasonably capable of enabling you to access and use the Services to which you have subscribed, VelvetechVinix, as indicated below, is not responsible or liable for any Force Majeure Events or any other impediment or failure caused by you or a third party that interferes with or prevents you from accessing or using the Services, including, without limitation, third- third-party providers of internet services, electricity, and other third parties that facilitate or relate to your use of the Services. You understand and agree that, except as part of any optional Support services you contract with Velvetech Vinix to provide for a fee, you understand and agree that we will not contact any of your internet service providers and/or service or product providers on your behalf in connection with your use of the Services. You further understand and agree that, if you subscribe to the Hosted Platform service, you will market and sell your services solely to End Users and not offer your services for resale. If you subscribe to either the Private Cloud or Global Infrastructure Service offerings, you may market and sell your services to End Users and an additional reseller. 11.2.2 (b) Customer-Provided Data Center Environment: Provided that it is permitted under the applicable license terms, if you elect to host, access, or use any Services on servers or in other environments that you provide (or contract with a third party to provide) independently of VelvetechVinix, you understand and agree that you are solely responsible and liable for that Customer-Provided Data Center Environment, and you agree to hold Velvetech Vinix harmless from all risks, claims, losses, damages or liabilities that may arise or relate to your use of such Environment. If you choose to provide a Customer-Provided Data Center Environment, Customer understands, acknowledges, and agrees that: (i) Customer must have a high-quality high speed internet connection and appropriate hardware sufficiently geographically proximate to the applicable End User(s) to use the Services; and (ii) Velvetech Vinix is not providing that data center, internet connection, or hardware for Customer. By choosing to host any Services in a Customer-Provided Data Center Environment, you understand and agree that Velvetech Vinix does not control and is not responsible for: (i) Customer’s data center, internet connection, or hardware; (ii) the quality, reliability, or security of Customer’s data center, internet connection, or hardware; (iii) any third party products and/or services related to Customer’s data center, internet connection or hardware; or (iv) problems with the Services that are caused by or related to Customer’s data center, internet connection or selection of hardware. Velvetech Vinix will not contact any of the data centers, internet providers and/or service or product providers on Customer’s behalf. To the extent an SLA applies to any Services used or accessed in a Customer- Customer-Provided Data Center Environment, any downtime caused by or related to that Environment will not qualify as “Downtime” for which Velvetech Vinix is responsible or any credits are due under that SLA.