1
Exhibit 10.36
INFLOWNET(TM) INTERNET ACCESS SERVICE
ADDENDUM
TO
DATA CENTER SERVICES AGREEMENT
If attached to a valid Data Center Services Agreement or a valid Exhibit E,
Service Change Form, this ADDENDUM to the Data Center Services Agreement
("Addendum") is hereby added to and made a part of the Data Center Services
Agreement between Inflow, Inc. ("INFLOW") and customer identified below
("Customer") (the "Agreement") and is effective as the Effective Date of
Agreement or the Effective Date of the Exhibit E to which this Addendum is
attached. The Agreement and/or Exhibit E to the Agreement are incorporated by
reference and shall govern in the event of conflict between the Agreement and
this Addendum, unless this Addendum expressly states otherwise.
1. ABOUT THE SERVICE
(a) InflowNet(TM) provides multi-based access to Internet service
provided through INFLOW and the Data Center, and includes the hardware and
software necessary to provide the physical connection to the Customer Equipment.
(b) INFLOW will provide InflowNet(TM) as outlined in Exhibit A to the
Agreement ("InflowNet Services"), and the Inflownet (TM) Services will be
implemented pursuant tot he InflowNet(TM) Service Level Agreement provision
regarding installation, identified in Exhibit A-1 ("InflowNet(TM) Installation
Data"), subject to section 2 below.
(c) InflowNet(TM) Services may include any or all of the following and
the specific services, and associated fees, selected by Customer under this
Addendum will be identified on an Exhibit A and/or Exhibit E to the Agreement.
These InflowNet(TM) Services selected by the Customer will be provided under the
terms and conditions identified herein and the applicable Service Level
Agreement provisions within Exhibit A-1, for the fees identified on the
applicable Exhibit A or E.
(i) InflowNet(TM) MAX Services provide the customer with
two physical connections to the Customer Equipment,
access to the web-based tools, including, but not
limited to Customer bandwidth reports and the
InflowNet(TM) MAX Service Level Agreement described
in Exhibit A-1(A).
(ii) InflowNet(TM) SX Services provide the customer with a
single physical connection to the Customer Equipment
and the InflowNet(TM) SX Services Level Agreement
described in Exhibit A-1(B).
(iii) Dedicated and Flat-Rate Services: Dedicated and Flat
Rate Services provide the customer with a maximum
available level of bandwidth as set forth in Exhibit
A or E to the Agreement. The customer will be charged
Addendum - 1
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the flat rate recurring fee set forth in an Exhibit A
or E to the Agreement regardless of the level of
usage.
(iv) Usage Based Services: Usage based clients are
provided a maximum level of available bandwidth based
on a minimum recurring fee. Billing for InflowNet
customers who purchase Usage Based bandwidth will be
based on a per Mbps rate and actual average bandwidth
usage or the minimum monthly fee, whichever is
greater. Average bandwidth usage is calculated by
taking a sample of bandwidth usage every five (5)
minutes throughout the month and calculating the
average of all samples. The minimum monthly fee is
equal to 20% of the customer's maximum level of
available bandwidth, and will be identified on an
Exhibit A or E to the Agreement.
(v) Domain Name Services: The Customer may elect to have
INFLOW provide Domain Name Services (DNS) for up to
10 Domain Names per customer. Thereafter, INFLOW will
charge the Customer a one-time setup fee for
providing Domain Name Services for each additional
Domain Name and may charge Customer for Domain Name
Services for sub-domains. These fees are not to be
confused with fees imposed by a Domain Registrar for
registration or maintenance of a Domain Name. Fees
imposed by the Domain Registrar are the
responsibility of the customer as outlined in section
3.5 of this addendum.
2. CUSTOMER INSTALLATION RESPONSIBILITIES
(a) CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE TIMELINESS AND
EFFECTIVENESS OF INFLOW'S INSTALLATION OF THE INFLOWNET(TM) SERVICE MAY BE
MATERIALLY AND SUBSTANTIALLY DELAYED IF CUSTOMER DOES NOT PROVIDE THE FOLLOWING
INFORMATION OR PERFORM THE FOLLOWING REQUIREMENTS TIMELY.
(b) Customer is responsible for configuring its platforms or equipment,
including but not limited to, software, hardware, applications, and IP address
ranges, which are not part of Customer Equipment, if any, according to the
technical specifications provided by INFLOW in order to connect to INFLOW
equipment and the InflowNet(TM) Service ("Customer's External Equipment").
(c) Customer shall timely provide the following information to INFLOW
prior to any anticipated InflowNet(TM) Installation Date:
(i) Specifications on Customer's Equipment, applications,
and network to facilitate INFLOW's Installation and
provisioning of InflowNet(TM) Services, such
specifications may include, but are not limited to,
hardware applications, IP addresses, application
functionality, network configuration and network
architecture (collectively, "Specifications"); and
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(ii) Justification to support Customer's need for its
requested IP address space in accordance with the
Internet Registry (ARIN) and the guidelines following
▇▇▇ ▇▇▇▇.
(d) Customer shall pay Installation Fees identified in an Exhibit A or
E to the Agreement within fifteen (15) calendar days after the InflowNet(TM)
Service InflowNet(TM) Installation Date.
3. CUSTOMER RECURRING RESPONSIBILITIES
(a) CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THIS EFFECTIVENESS OF
THE INFLOWNET(TM) SERVICE MAY BE MATERIALLY AND SUBSTANTIALLY REDUCED IF A
CUSTOMER CONFIGURATION CHANGE IS IMPLEMENTED WITHOUT A CORRESPONDING REVIEW OF
AND/OR MODIFICATION TO THE INFLOWNET(TM) SERVICE.
(b) For that reason, INFLOW requests that Customer provide written
advance notification of any and all material changes to Customer's Equipment,
application design and/or application functionality (collectively, "Customer
Configuration Changes") prior to the anticipated installation of such Changes to
allow INFLOW adequate time to implement any necessary modification(s) to the
InflowNet(TM) Service.
(c) If Customer fails to provide adequate notification to INFLOW of
Customer Configuration Changes, Customer may be responsible for any and all
troubleshooting and repair INFLOW must conduct to modify, correct, or
reconfigure Customer's InflowNet(TM) Service and/or other Data Center Services.
Customer may be charged a repair rate for INFLOW's time and efforts.
(d) Customer shall pay recurring fees for InflowNet(TM) Services in
accordance with the provisions of this Agreement.
(e) Customer shall be responsible for the selection, purchase, and
maintenance of its own Domain Name(s). All fees associated with registration and
periodic maintenance of domain names are the Customer's responsibility and will
be billed directly to the Customer by the Domain Registrar. Such fees are not
included as part of the InflowNet Service fees and should not be confused with
any fees that INFLOW may charge for management of domain name services.
(f) If Customer desires additional InflowNet(TM) Service or changes to
its existing InflowNet(TM) Service, Customer may contact the designated Account
Representative to explore whether such additions or changes are available. If
such additions or changes are available, INFLOW shall use reasonable efforts to
grant such requests subject to availability of facilities and Customer's
equipment, applications, and private network. Such addition or change, if
available, must be formally requested using the Service Change Forms at Exhibit
E to the Agreement and INFLOW will provide pricing estimates of such additions
or changes for Customer's approval prior to implementing such additions or
changes.
Addendum - 3
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(g) Customer shall at all times ensure that its content and users
adhere to the Acceptable Use Policy located at ▇▇▇.▇▇▇▇▇▇.▇▇▇./terms (URL") as
amended from time to time effective upon posting of the revised policy at the
URL. Notwithstanding anything to the contrary contained herein, INFLOW may
immediately take appropriate action, including disconnection or discontinuance
of Internet Services in the event of notice of possible violation by Customer of
the Acceptable Use Policy.
4. TERMS:
(a) This Addendum commences as of the Effective Date and shall expire
with the Agreement, unless terminated earlier by either INFLOW or Customer,
under the termination provisions of Agreement.
5. CONFIDENTIAL AND PROPRIETARY INFORMATION:
(a) In addition to the Confidential Information provisions of the
Agreement, Customer agrees and acknowledges that the components, configuration,
and method of providing InflowNet(TM) Service is highly proprietary to INFLOW,
and as such, are considered Confidential Information pursuant to Section 5
regarding Confidential Information within the Agreement. Unauthorized copying,
transfer or use may cause INFLOW irreparable injury that cannot be adequately
compensated by monetary damages.
6. RESTRICTIONS
(a) Customer shall not and shall not permit others, including its
employees and agents, to reproduce, reverse-engineer, de-compile, disassemble,
alter, translate, modify, adapt, market, resell, sublease, or otherwise access
or use InflowNet(TM) Service, other than as specified in this Addendum. No
license is granted to Customer by this Addendum to use the InflowNet(TM) ▇▇▇▇ or
any intellectual property associated with InflowNet(TM) Service and no license
or right to any INFLOW software or hardware or equipment is transferred or
granted to Customer under this Addendum. If Customer, its employees, or agents,
or a third party on behalf of Customer, breaches this provision, INFLOW may
immediately terminate this Agreement without prior written notice and in
addition to any other rights and remedies available to INFLOW.
(b) Except for IP Addresses expressly registered in the Customer's
name, all IP addresses shall remain, at all times, property of INFLOW and shall
be nontransferable and the Customer shall have no right to use such IP addresses
upon termination of or expiration of this addendum. IP addresses are allocated
by INFLOW to the customer per the Internet Registry (ARIN) and guidelines
following ▇▇▇ ▇▇▇▇.
7. WARRANTIES AND DISCLAIMERS:
(a) INFLOW's warranty for the InflowNet(TM) Service is set forth in
Exhibit A-1, Service Level Agreement ("SLA"), incorporated herein by reference,
except that INFLOW does not make, and hereby expressly disclaims, any warranty
on InflowNet(TM) Service if INFLOW's Equipment is installed, altered,
maintained, or repaired by anyone other than INFLOW or its Agents. INFLOW is not
responsible for any defects or damages to Customer Equipment or InflowNet(TM)
Service resulting from mishandling, abuse, misuse, accident, or Force Majeure,
or
Addendum - 4
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from Customer's use of InflowNet(TM) Service in conjunction with equipment
electrically or mechanically incompatible with InflowNet(TM) Service or
equipment of inferior quality. Exhibit A-1 sets forth Customer's sole and
exclusive remedy for any failure of InflowNet(TM) Service.
(b) Other than the Warranties addressed in this Addendum and in the
Agreement, and in addition to the disclaimer of warranties in the Agreement,
INFLOW does not make, and hereby disclaims, warranties, express or implied,
including but not limited to, warranties of merchantability, fitness for a
particular purpose, non-infringement and title, and any warranties arising from
a course of dealing, usage or trade practice and without limiting the generality
of the foregoing. INFLOW does not warrant that the InflowNet(TM) Service will
provide error-free, uninterruptable or secure service and protection from
unauthorized, unknown, or unforeseeable security breaches, accesses, or attacks
into or affecting Customer Equipment or systems. Further INFLOW does not make,
and hereby disclaims, any warranties, express or implied, that InflowNet(TM)
Service provides any form of real-time detection of any or all of the foregoing.
AGREED AND ACCEPTED AS OF _____________
Inflow, Inc. CUSTOMER: High Speed Net Solutions, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ --------------------
(Authorized Signature) (Authorized Signature)
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: District Sales Manager Title: Chief Technology Officer
Date: 9/19/00 Date: 9/19/00
▇▇▇▇▇▇▇▇ - ▇
▇
▇▇▇▇▇▇▇ ▇-▇(▇)
TO
ADDENDUM TO DATA CENTER SERVICES AGREEMENT
INFLOWNET(TM) MAX INTERNET ACCESS SERVICE
SERVICE LEVEL AGREEMENT ("SLA")
This InflowNet ("InflowNet(TM) Services") Service Level Agreement ("SLA")
defines the performance criteria to which INFLOW will be held accountable, and
the reporting methods and compensation or remedies available to Customer in the
event that performance levels are not met. This SLA is incorporated by reference
into the InflowNet(TM) Service Addendum by and between Customer and INFLOW.
Should routine or non-routine, non-emergency maintenance or upgrades be
required, Customer will receive advance notice from INFLOW. Emergency
maintenance may be required without notice, in order to restore the
InflowNet(TM) Service performance or connectivity. Non-emergency maintenance
without prior notification to Customer is subject to this SLA.
This SLA provides no guarantee against failures of Customer Equipment, or
failures due to Force Majeure or other causes beyond INFLOW's control.
1. Availability
Performance Criteria: The Internet will be available to the Customer Equipment
100% of the time. "Availability" is defined as the ability to successfully
transmit data packets. "Internet Unavailability" consists of the number of
minutes that the Internet was not Available to the Customer Equipment, but will
not include unavailability continuing for an hour or less which Customer fails
to report to INFLOW within four days or any unavailability resulting from (a)
Network maintenance by INFLOW or by an internet backbone provider of which
Customer has received at least twelve (12) hours advance notice, (b) Customer's
applications, equipment, or facilities, (c) acts or omissions of Customer, or
any use or user of the service authorized by Customer or (d) reasons of Force
Majeure, as defined in the Data Center Services Agreement. In order to receive
the 100% Availability guarantee, the customer equipment must be connected to
both ports provided by INFLOW on the InflowNet distribution routers/switches.
Notification: INFLOW will use reasonable efforts to notify customer, via
telephone or e-mail or other immediately available mechanisms selected by
INFLOW, within fifteen (15) minutes after any Internet outage.
Reporting Methods: INFLOW will provide to Customer a report showing the start
time, stop time and duration of Internet outages no later than fifteen (15)
calendar days after the end of each month. The Internet availability rate for
any month will be calculated as a fraction, the numerator of which shall be the
total number of minutes in that month without Internet Unavailability and the
denominator of which shall be the total number of minutes in that month.
Exhibit A-1(A)-1
7
Compensation: If INFLOW fails to meet this InflowNet Service Availability
performance criteria in any month, INFLOW will credit Customer's ▇▇▇▇ for
two-thirtieths (2/30) of the Customer's InflowNet recurring monthly fee for each
cumulative hour, or portion thereof, of Unavailability in that month, up to a
maximum of the Customer's contracted monthly service fees for InflowNet Service.
2. Installation
Performance Criteria: For the provision of 10 Mbps services or less, Customer's
InflowNet ports will be activated within thirty (30) calendar days of the date
the Agreement or Exhibit E is signed by INFLOW. For InflowNet Services above 10
Mbps, the InflowNet ports will be activated by the scheduled InflowNet(TM)
Installation Date provided in writing by the INFLOW Data Center General Manager,
subject to Customer's execution of the Data Center Services Agreement, or
Exhibit E to an existing Agreement, and the InflowNet Services Addendum.
Notification and Reporting: INFLOW tracks the installation time within the
Customer implementation schedule.
Compensation: In the event that INFLOW fails to meet the due date for port
activation INFLOW will credit Customer's ▇▇▇▇ in an amount equal to the
InflowNet access installation charges affected.
3. Performance
Performance Criteria: InflowNet provides internet connectivity at a rate of not
more than 40 milliseconds (ms) average roundtrip delay on the INFLOW Internet
Network. The inflow Internet Network starts with INFLOW's Internet connectivity
equipment, continues through the local connectivity, and ends at the first
available router of each ISP (BGP neighbor). An average roundtrip delay is
calculated over a 24-hour period beginning at 12:01 AM each day. INFLOW reserves
the right to remove an Internet Service Provider as BGB neighbor and re-route to
another BGB neighbor if the initial BGB neighbor is experiencing performance
issues that affect or may affect Customer's InflowNet Services performance. The
removal of and re-routing to another BGB neighbor will not be calculated within
the average roundtrip delay calculation described herein.
Reporting Methods: INFLOW provides a real-time report currently located at
▇▇▇.▇▇▇▇▇▇.▇▇▇ which displays roundtrip times to the first router in each of
INFLOW's ISP backbones. Please note the ▇▇▇.▇▇▇▇▇▇.▇▇▇ URL is subject to changes
and INFLOW will provide adequate notice to Customer of such changes.
Compensation: If INFLOW fails to meet this InflowNet Service Performance
criteria, INFLOW will provide a credit against the InflowNet Service recurring
monthly fee on Customer's ▇▇▇▇ in an amount equal to the pro-rated charges for
one day of the InflowNet Service recurring monthly fee for each 24-hour day in
which the performance guarantee is not achieved.
Exhibit A-1(A) - 2
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SECUREFLOW(TM) AND SECUREFLOW HIGH AVAILABILITY(TM) MANAGED
FIREWALL SERVICE
ADDENDUM
TO
DATA CENTER SERVICES AGREEMENT
If attached to a valid Data Center Service Agreement or a valid Exhibit E,
Service Charge Form, this ADDENDUM to the Data Center Services Agreement
("Addendum") is hereby added to and made a part of the Data Center Services
Agreement between Inflow, Inc. ("INFLOW") and customer identified below
("Customer") (the "Agreement") and is effective as of the Effective Date of
Agreement or the Effective Date of the Exhibit E to which this Addendum is
attached. The Agreement and/or Exhibit E to the Agreement are incorporated by
reference and shall govern in the event of conflict between the Agreement and
this Addendum, unless this Addendum expressly states otherwise.
1. ABOUT THE SERVICE
1.1 SecureFlow(TM) and SecureFlow High Availability ("SecureFlow
HA")(TM) Managed Firewall Services provide perimeter
controlled access to Customer Equipment, monitor the
availability of the managed firewall, and provide escalation
procedures based on defined firewall alerts, subject to the
terms and conditions of this Addendum. SecureFlow(TM)
Services, as defined below, include the hardware and software
necessary for INFLOW to provide this service ("INFLOW
Equipment").
1.2 INFLOW will provide either SecureFlow(TM) or Secure Flow
HA(TM) services as outlined in an Exhibit A or E to the
Agreement ("SecureFlow Services"), under the terms and
conditions identified herein and the applicable Service Level
Agreement provisions within Exhibit A-1, for the fees
identified on the applicable Exhibit A or E.
1.3 SecureFlow(TM) Service provides the customer monitoring
systems for 24x7, redundant monitoring of the firewall's
status, a Checkpoint certified staff, a hot back-up spare to
every data center, and installation of vendor
patches/upgrades. The SecureFlow Service includes a 4-hour SLA
for repair of hardware, a 24-hour SLA for policy updates, and
a 100% satisfaction SLA, as more thoroughly explained in the
Service Level Agreement ("SLA") provisions applicable to
SecureFlow(TM) in Exhibit A-1.
1.4 The SecureFlow HA(TM) Service adds to the SecureFlow Service
described above by providing a fully redundant architecture.
SecureFlow HA has two Nokia IP330 chassis linked in a
fail-over architecture. If one firewall should fail, the other
will immediately and seamlessly begin filtering traffic. In
addition to the SLAs described above, the SecureFlow HA
Service includes a 100% availability SLA,
Addendum - 1
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as more thoroughly explained in the Service Level Agreement
provisions applicable to SecureFlow(TM) HA in Exhibit A-1.
1.5 The SecureFlow Services will be installed within thirty days
of Customer's written notification to INFLOW that Customer's
Equipment is ready for installation of SecureFlow ("SecureFlow
Installation Date"), subject to section 2 below. The specific
INFLOW Equipment to be installed on Customer Equipment is
identified in Exhibit B-1.
1.6 SecureFlow(TM) Services are not designed to, and therefore
cannot offer, (i) protection from external lines not passing
through the firewall device; (ii) protection from Customer's
internal employees, agents, applications, or systems; (iii)
real time monitoring of access, breech or attacks to Customer
Equipment or systems; and (iv) protection from deleterious
programming routines.
1.7 INFLOW will monitor SecureFlow Services every twenty four
hours per day and seven days per week, subject to the
applicable Service Level Agreement terms attached at Exhibit
A-1.
1.8 INFLOW will update the SecureFlow Services with vendor patches
and vendor upgrades, as such patches and upgrades become
reasonably available.
1.9 INFLOW will provide, upon Customer's timely request, logs of
network traffic on Customer Equipment. Such logs are deleted
every seven days.
2. CUSTOMER INSTALLATION RESPONSIBILITIES
2. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE TIMELINES AND EFFECTIVENESS OF
INFLOW'S INSTALLATION OF THE SECUREFLOW SERVICES MAY BE MATERIALLY AND
SUBSTANTIALLY DELAYED IF CUSTOMER DOES NOT PROVIDE THE FOLLOWING INFORMATION
OR PERFORM THE FOLLOWING REQUIREMENTS TIMELY.
2.1 Customer shall timely provide the following information to
INFLOW prior to any anticipated Installation Date:
2.1.1 Specifications on Customer Equipment to facilitate
INFLOW's installation and provisioning of SecureFlow
Services, such specifications may include, but are
not limited to, hardware, appliances, IP addresses,
application functionality, traffic designations,
network configuration, and network architecture
(collectively, "Specifications"); and
2.1.2 Customer's designated "Firewall Policy," including
but not limited to traffic parameters, rule bases,
and traffic properties which will form the basis for
the SecureFlow Services. INFLOW reserves the right to
modify or reject any specific Firewall Policy
requirements that would impose an undue burden on
INFLOW's equipment, that is not legal, or that, in
Addendum - 2
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INFLOW's opinion, may result in harm to INFLOW's
equipment, its Data Center, or to other INFLOW
customers or services.
2.2 Customer shall timely perform the following prior to any
anticipated Installation Date:
2.2.1 Configure Customer platforms or equipment, including,
but not limited to, software, hardware, applications,
and IP address ranges, which are not part of Customer
Equipment, if any, according to the technical
specifications provided by INFLOW in order to connect
to INFLOW Equipment and the SecureFlow Services
("Customer's External Equipment"); and
2.2.2 Provide reasonable access to Customer Equipment and
network to install SecureFlow Services; and
2.2.3 Pay Installation Fees identified in an Exhibit A or
E. Within fifteen (15) calendar days after the
SecureFlow Services Installation Date..
3. CUSTOMER RECURRING RESPONSIBILITIES
3.1 CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE EFFECTIVENESS
OF THE SECUREFLOW SERVICES MAY BE MATERIALLY AND SUBSTANTIALLY
REDUCED IF A CUSTOMER CONFIGURATION CHANGE IS IMPLEMENTED
WITHOUT A CORRESPONDING REVIEW OF AND/OR MODIFICATION TO THE
SECUREFLOW SERVICES.
3.2 For that reason, INFLOW requests that Customer provide written
advance notification of any material changes to Customer
Equipment, Customer's External equipment, and/or
Specifications (collectively, "Customer Configuration
Changes") prior to the anticipated installation of such
Changes to allow INFLOW adequate time to implement any
necessary modification(s) to the SecureFlow Services.
3.3 If customer fails to provide adequate notification to INFLOW
of Customer Configuration Changes, Customer may be responsible
for any and all trouble-shooting and repair INFLOW must
conduct to modify, correct, or reconfigure Customer's
SecureFlow Services and/or other Data Center Services.
Customer may be charged a repair rate for INFLOW's time and
efforts.
3.4 Customer shall be responsible for the selection, purchase, and
administration of its own Domain Name(s).
3.5 If Customer desires additional SecureFlow Services or changes
to its existing SecureFlow Services, Customer may contact its
designated Account Representative to explore whether such
additions or changes are available. If such additions or
changes are available, INFLOW shall use reasonable efforts to
grant such requests subject to availability of facilities and
Customer Equipment.
Addendum - 3
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Such addition or change, if available must be formally
requested using the Service Change Form at Exhibit E to the
Agreement and INFLOW will provide pricing estimates of such
additions or changes for Customer's approval prior to
implementing such additions or changes.
3.6 Customer may request up to two (2) changes to Customer's
Firewall Policy per month as no charge, pursuant to procedures
defined in the SecureFlow "Services Level Agreement" in
Exhibit A-1. Customer may request changes in to two per month
to the Firewall Policy and such changes will be implemented,
subject to facility or equipment availability, at a charge to
Customer.
3.7 Customer shall pay recurring fees for SecureFlow Services in
accordance with the provisions of the Agreement.
3.8 Within five business days of termination or expiration of this
Addendum, Customer shall return all INFLOW Equipment to INFLOW
and failure to timely return INFLOW Equipment shall be deemed
a default under the Agreement, if the Agreement is not
terminated or has not expired, subject to the default and
remedies provisions within the Agreement. If the Agreement is
terminated or expired, INFLOW shall have all remedies
available at law or in equity to recover INFLOW Equipment and
shall be entitled to recover its reasonable attorneys' fees
and other costs necessary to enforce this provision.
3.9 Customer hereby grants to INFLOW a license to install,
maintain, use, operate, monitor, repair, and replace INFLOW
Equipment installed in Customer Area and/or on Customer
Equipment. Customer may not tamper with, disable, damage, or
otherwise modify INFLOW Equipment located within Customer's
Area and/or Customer Equipment.
4. TERM:
4.1 This Addendum commences as of Effective Date and shall expire
with Agreement, unless terminated earlier by either INFLOW or
Customer, under the termination provisions of Agreement.
5. EMERGENCY CONTACTS:
5.1 Customer shall designated in writing, emergency contacts,
including name, address, telephone, pager and/or e-mail
addresses, which will be the primary emergency contact to be
notified in the event of an emergency related to the
provisioning of SecureFlow Services under this Addendum.
Customer may modify its contact, address and other
notification methods periodically, with immediate notice of
such modification, in writing to INFLOW.
6. CONFIDENTIAL AND PROPRIETARY INFORMATION:
6.1 In addition to the Confidential Information provisions of the
Agreement, Customer agrees and acknowledges that the
components, configuration, and
Addendum - 4
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method of providing SecureFlow Services is highly proprietary
to INFLOW, and as such, are considered Confidential
Information pursuant to section 5 regarding Confidential
Information within the Agreement. Unauthorized copying,
transfer, or use may cause INFLOW irreparable injury that
cannot be adequately compensated by monetary damages.
7. RESTRICTIONS:
7.1 Customer shall not and shall not permit others, including its
employees and agents, to reproduce, reverse-engineer,
de-compile, disassemble, alter, translate, modify, adapt,
market, resell, sublease, or otherwise access or use
SecureFlow Services, other than as specified in this Addendum.
No licensees is granted to Customer by this Addendum to use
the Secure(TM) ▇▇▇▇ or any intellectual property associated
with SecureFlow Services and no license or right to any INFLOW
software or hardware or equipment is transferred or granted to
Customer under this Addendum. If Customer, its employees, or
agents, or a third party on behalf of Customer, breeches this
provision, INFLOW may immediately terminate this Agreement
without prior written notice and in addition to any other
rights and remedies available to INFLOW.
8. WARRANTIES AND DISCLAIMERS:
8.1 INFLOW's warranty for the SecureFlow Services is set forth in
Exhibit A-1, Service Level Agreement ("SLA"), incorporated
herein by reference, except that INFLOW does not make and
hereby expressly disclaims, any warranty on SecureFlow
Services if INFLOW's Equipment is installed, altered
maintained, or repaired by anyone other than INFLOW. INFLOW is
not responsible for any defects or damages to Customer
Equipment or SecureFlow Services resulting from mishandling,
abuse, misuse, accident, or Force Majeure, or from Customer's
use of SecureFlow Services in conjunction with equipment
electrically or mechanically incompatible with or of inferior
quality. Exhibit A-1 sets forth Customer's sole and exclusive
remedy for any failure of SecureFlow Services.
8.2 Other than the Warranties addressed in this Addendum and in
the Agreement, and in additions to the disclaimer of
warranties in the Agreement, INFLOW does not make, and hereby
disclaims, warranties, express or implied, including but not
limited to warranties of merchantability, fitness for a
particular purpose, non-infringement and title, and any
warranties arising from a course of dealing, usage, or trade
practice. Without limiting the generality of the foregoing,
INFLOW does not warrant that the SecureFlow Services will
provide uninterrupted, error-free, or secure service and
protection from (a) viruses, Trojan horses, worms, time bombs,
cancelbots, or other harmful or deleterious programming
routines or (b) unauthorized, unknown, or unforeseeable
security breeches, accesses or attacks into or affecting
Customer Equipment or systems. Further INFLOW does not make,
and hereby disclaims, any warranties, express or implied that
SecureFlow Services provides any form of real-time detection
of any or all of the foregoing.
Addendum - 5
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Signed and agreed to effective upon Effective Date set forth above:
FOR CUSTOMER: FOR INFLOW:
HIGH SPEED NET SOLUTIONS
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(Authorized Signature) (Authorized Signature)
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Printed Name Printed Name
Chief Technology Officer District Sales Manager
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Title Title
9/19/00 9/19/00
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Date Date
Addendum - 6