Acceptable Use Policy

This Co-location Supplement is effective as of the last date of execution below (“Supplement Effective Date”) by and between Ecomdevel, LLC. (“Company”) and Customer and is attached to and made a part of the Master Product and Services Agreement, by and between the Parties. Unless otherwise defined herein, capitalized terms in this Supplement shall have the definitions attributed thereto in the General Terms and Conditions.

“Customer Equipment” means equipment (including without limitation, telecommunications equipment, servers, cables and wires) installed in a Co-location Space.

“Co-location Space” means area in a Company leased or owned facility licensed for Customer’s use as provided hereunder.

Subject to the terms and conditions contained herein, Company will grant to Customer a license to install, operate and maintain Customer Equipment in a designated Co-location Space specified in an Order Form for the co-location charges set forth therein. The license Term shall be specified on each Order Form and shall begin on the Commencement Date specified therein. The license is a services agreement and is not intended to and will not constitute a lease of or tenancy or other interest in the Co-location Space or other Company premises, any Company or third party equipment or any other Company or third party real or personal property. Customer may not at any time grant any sub-license or assign of its rights, or make available to a third party any portion of the Co-location Space, in whole or in part, without Company’s prior written consent.

3.1. Customer may use the Co-location Space only for the purposes of maintaining and operating computer and telecommunications equipment as necessary to support connections from Customer Equipment to the Company Network and from there to third parties. At all times Customer shall comply with the “Client Code of Conduct“ (as may be set forth at the Company website, and updated from time to time, subject to notice to Customer of any material changes).

3.2. Add-Ons. Customer may request additional Co-location services (“Add-Ons”) by submitting orders to Customer’s assigned sales representative. Orders for Add-Ons will be effective when accepted by Company. Company may require, at its sole discretion, Customer’s written certification of orders for any Add-Ons so placed. Such Add-Ons may result in a One-Time Installation Charge and an increase in the invoiced Monthly Charge.

3.3. Modifications and Relocations. Company has the right prior to interconnection of Customer Equipment to the Company Network, to modify the location or amount of Co-location Space. Additionally, Company reserves the right to require Customer to relocate any or all of Customer Equipment upon five (5) days prior written notice, or in the event of an emergency, within such time as may be reasonable under the circumstances, to another comparable co-location space.

3.4. Construction. Customer may not perform any construction or modification to the Co-location Space without prior written consent from Company. Customer further agrees that all fixtures, alterations, additions, repairs, improvements and/or appurtenances attached to or built into on or about the Collocation Space will be considered and will remain fixtures and may not be removed by Customer. Upon termination or expiration of any Order Form, Customer must restore the Collocation Space to its original condition, reasonable wear and tear excepted.

Except as otherwise provided herein, Customer is responsible for all aspects of installation and removal of Customer Equipment, including bringing appropriate related equipment, tools and packaging materials. Customer will install Customer Equipment in the Co-location Space after obtaining the appropriate authorization from Company to access the premises. Customer will remove all packaging for Customer Equipment promptly after installation. Should Customer use an agent or other third party to deliver, install or remove Customer Equipment, Customer will be solely responsible for the acts of such party. Under no circumstances will Company be obligated to accept deliveries on behalf of Customer. At Customer’s option, Company will remove and package Customer Equipment and place it in a designated area for pick-up, on the condition that Customer either provide or pay for all needed packaging plus pay Company’s packaging fees and charges. If Company is forced to remove or clean up after any Customer activity, Company will invoice and Customer will pay all costs and Company charges associated with such removal or clean-up. Within ten (10) days after any termination of the related Order Form, Customer will remove all Customer Equipment and any other property from Company’s premises and return the Co-location Space in the same condition as it was prior to Customer installation. If Customer does not remove such Customer Equipment and property within the ten (10) day period, such Customer Equipment or property will automatically be deemed abandoned to Company (collectively “Abandoned Equipment”) without the need for further notice to Customer and, Company, at its option will (i) remove and store any and all Abandoned Equipment or return Abandoned Equipment to the Customer, (ii) dispose of the Abandoned Equipment without liability for any related damages, (iii) sell the Abandoned Equipment at any public or private sale, or (iv) assume ownership of the Abandoned Equipment (collectively, “Disposal Rights”). Notwithstanding the foregoing, Company reserves the right to deny Customer the right to remove Customer Equipment from the Co-location Space if Customer is not current in the payment of its obligations pursuant to this Agreement, any other Agreement with the Company, or pursuant to any open and outstanding Order Form and, exercise any of its Disposal Rights, stated above, within ten (10) days after Company’s termination of the related Order Form. Except as specifically provided herein, Customer expressly assumes all risk of loss to Customer Equipment in the Co-location Space. Customer shall be liable to Company for any damage to the Company Co-location Space or equipment of Company or its other customers caused by Customer, Customer Equipment or Customer’s contractors, agents or employees. If during the Term, Customer removes significantly all of its Equipment in the Co-location Space, Customer will continue to pay the applicable Recurring Charges through the end of the Term and provide adequate assurance, as determined by Company, in its sole discretion.

Customer may access the Co-location Space only in accordance with the “Co-location Security and Access Procedures” (as may be set forth at the Company website, and updated from time to time, subject to notice to Customer of any material changes) and the owner or landlord of the underlying premises. For Company points of presence (“POPs”) or regeneration or amplification huts, Customer may require a security escort in the manner and, if applicable, for the rates provided in the Order Form. Company reserves the right to suspend for good cause the right of any of Customer employees, agents or representatives to visit and/or access the Company Co-location Space and related premises, based on such employees’, agents’ or representatives’ conduct. It is Customer’s responsibility to ensure that Customer’s access list is current and accurate. Customer shall be responsible for any unauthorized access to its equipment through the Internet and any resulting use of the Company Network. When deemed appropriate by Company, Customer’s employees, contractors or agents will be issued identification cards required for entry to the Co-location Space, which will be surrendered upon demand or upon termination or expiration of the Co-location Order Form. Notwithstanding any other provision of this Agreement, Company will have the right to immediately terminate the right of access of Customer or any of Customer’s employees, contractors or agents for security violations.

Customer may perform any interconnection where both ends terminate within Customer’s own racks(s) and/or cabinet(s). Upon Customer’s written request, Company will provide connections between Customer Equipment and the Company Network, third-party carriers and other Company customers, located within the Co-location Facility. All of the foregoing connections will be provided at Company’s then prevailing rates. Use of any of the foregoing connections is subject to audit by Company, who reserves the right to suspend any unauthorized connection.

8 .1. Customer must carry, inclusive of umbrella policies, at its expense, Commercial General Liability coverage in the minimum amount of $1,000,000 each occurrence and $2,000,0000 annual aggregate. The policy will, at a minimum, insure against liability arising out of or from bodily injury, personal injury, property damage, products/completed operations and independent contractors and will include those coverages customarily found in a Broad Form General Liability Endorsement and Broad Form Property Damage Extension.

8.2. Customer’s insurance will be placed with insurance companies with an AM Best Rating of at least A, VIII. Customer agrees that it will be solely responsible for ensuring that its agents (including contractors and subcontractors) maintain other insurance at levels no less than those required by applicable law and customary in Customer’s and its agents’ industries.

Customer, for itself and on behalf of its officers, employees, agents, invitees and representatives, represents, warrants and covenants that:

9 .1. Customer shall not install or operate any equipment in the Co-location Space that impairs or interferes with the operations of Company’s equipment or the use thereof by Company or any of Company’s customers;

9 .2. Customer shall not permit any mechanic’s liens or other liens to be placed on the Co-location Space arising out of any work performed, materials ordered or obligations incurred by Customer or by any other party on behalf of Customer;

10.1. Company guarantees 100% power availability for co-location. Customer may notify Company’s Client Service Center (“CSC”) of problems by telephone at (800) 561-2656, by the Company’s support ticket desk at http://support.gigenet.com, or by such other means as the Parties may agree. Provided that a Service Outage (defined below) is not attributed to a failure of Customer-provided equipment (“CPE”) or Customer-provided infrastructure, Company will respond and commence work within fifteen (15) minutes after notification or discovery of a Service Outage.

10.2. Service Outages. A “Service Outage” is defined as complete disruption of electrical power to the Customer’s power circuit, based on Company’s measurements, provided it is not caused by or resulting from (i) Force Majeure; (ii) an act or omission of Customer, its employees, agents or contractors; (iii) the use or failure of any CPE used in connection with the Co-Location Service; or (iv) planned outages for maintenance or repair that are scheduled in advance by Company;

10.3. Service Outage Credit. Customer is entitled to a Service Outage credit (“Service Outage Credit”) equal to a percentage of their Monthly Service Charge as outlined in the following table, based on the total aggregate amount of Service Outages during the same calendar month:

Availability	Credit Percentage
99.999 to 100%	0%
99.9 to 99.999%	5%
98% to 99.8%	10%
95% to 97.9%	25%
90% to 94.9%	50%
89.9% or below	100%

The “Monthly Service Charge” is an amount equal to Customer’s total monthly recurring Co-Location charges, but does not include Uplink Service charges.

10.4. Customer Request Credit. Customer must notify Company in writing within five (5) business days from the time Customer becomes eligible to receive a credit. Failure to comply with this requirement will forfeit Customer’s right to receive a credit.

10.5. Limitation on Remedies. Company’s suspension or modification of Service in accordance with the terms of this Agreement shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. The Service Outage Credit and Customer’s right to terminate under section 6.8 are Company’s sole and exclusive liability and Customer’s sole and exclusive remedy for any failure by Company to provide Co-Location Service or adequate service levels, including but not limited to any Service Outages, and under no circumstances shall a Service Outage be deemed a breach of this Agreement by Company. In no event shall Customer be entitled to any credit on its Co-Location charges to the extent that the Downtime is caused by Customer attempting to exceed 80% of the amps of their power circuit, or otherwise violating the terms of this Agreement. Customer will not be entitled to a credit for any circuit overload or breaker trip due to Customer pulling in excess of 80% of the amps of a power circuit. Service Outage Credits will not be credited or payable for any period of time during which Company personnel or contractors are denied access to Customer Locations to remedy a Service Outage. Service Outage Credits will not be credited or payable for any period of time during which Customer does not make technically knowledgeable personnel available to work with the Company NOC to resolve issues.

10.6. All Service Outage Credits will be credited on the next recurring invoice for the affected Co-Location Service after receipt of Customer’s request for credit. The aggregate maximum Service Outage Credit payable in a given calendar month shall not exceed the Monthly Recurring Charge for Co-Location payable by Customer to Company for that same month for the affected Co-Location Service.

10.7. Unless otherwise specified, if a Service Outage lasts longer than fifteen (15) days for any reason other than Force Majeure, then at any time thereafter, unless and until such Service Outage is corrected, either Party may terminate this Agreement with respect to the affected Co-Location Service specified in an Order Form by written notice of termination delivered to the other Party.

10.8. In the event that Company dispatches personnel for a Co-Location Service Outage or problems caused by Customer equipment or personnel, Company will invoice and Customer agrees to pay Company’s actual costs for time and travel associated with the dispatch.