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GENERAL TERMS AND CONDITIONS OF THE
<br />CLARO ENTERPRISE SOLUTIONS, LLC MANAGED PERIMETER SECURITY SERVICE
<br />I.Q. DEFINITIONS
<br />"Affiliate(s)" of a Party, means any entity that controls, is controlled by
<br />or is under common control with such Party.
<br />"Charges" means the monthly recurring Charges ("MRCs") or non-
<br />recurring Charges ("NRCs") or usage -based charges for the Services.
<br />"Completion Notice" means the written communication sent by CLARO
<br />ENTERPRISE SOLUTIONS and/or its Affiliates to CUSTOMER and/or
<br />its Affiliates that the Services have been activated.
<br />"Damages" means claims, demands, suits, losses, damages, liabilities,
<br />injuries, penalties, costs, interest, and expenses; including without
<br />limitation, reasonable attorney fees.
<br />"Local Agreement" means a contracting document with an affiliate of
<br />either of the Parties that contains any provisions as may be required by all
<br />applicable local laws of a particular country in order to provide and receive
<br />the Service(s) in that particular country or to facilitate in -country billing
<br />where in -country billing is contemplated in the accepted Order Form.
<br />"Mark" means any trademark, service mark, trade name, logo, symbol,
<br />trade dress, or other indicia of origin that serves to identify a Party or its
<br />products or Services.
<br />"Order Acceptance" means the point at which CUSTOMER's Order Form
<br />has been validated by CLARO ENTERPRISE SOLUTIONS and cleared
<br />to start the provisioning process.
<br />"Order Form" means a document which contains all the relevant pricing,
<br />term and provisioning information for data Services ordered by
<br />CUSTOMER and/or its Affiliates. Unless otherwise provided in a Service
<br />Annex or the service description, the Order Form shall be electronic and
<br />submitted through CLARO ENTERPRISE SOLUTIONS, LLC's "E -Care
<br />System".
<br />"Ready For Service date" ("RFS Date") means the ready -for -service date
<br />that CUSTOMER and CLARO ENTERPRISE SOLUTIONS mutually
<br />agree upon for each Service and location.
<br />"Service(s)" means a service provided to CUSTOMER.
<br />"Service Annex(es)" means the definition, specifications, branding,
<br />quality level, performance criteria and availability for a particular Service
<br />as may be updated by CLARO ENTERPRISE SOLUTIONS from time to
<br />time.
<br />"Service Commencement Date" means the date upon which CLARO
<br />ENTERPRISE SOLUTIONS notifies the CUSTOMER by means of a
<br />Completion Notice that the Service is available for CUSTOMER's use,
<br />unless CUSTOMER notifies CLARO ENTERPRISE SOLUTIONS
<br />within two (2) business days of its non-acceptance on the basis that agreed
<br />technical specifications for the Service have not been met.
<br />"User(s)" means anyone whom CUSTOMER or CUSTOMER'S Affiliates
<br />allow, by action or omission, to use or access any Service.
<br />"US$" or "USD" means United States dollars. All Charges shall be
<br />quoted, invoiced and paid in United States dollars, except as may
<br />otherwise set forth in the Order Form or a pricing schedule (the latter if
<br />applicable).
<br />2.0. GENERAL RESPONSIBILITIES OF THE PARTIES:
<br />PROVISION AND USE OF THE SERVICES
<br />2.1. CLARO ENTERPRISE SOLUTIONS or its Affiliates or
<br />subcontractors as CLARO ENTERPRISE SOLUTIONS may designate,
<br />shall provide Services to CUSTOMER and its Affiliates pursuant to this
<br />Agreement. CUSTOMER and its Affiliates designated in writing by
<br />CUSTOMER and approved by CLARO ENTERPRISE SOLUTIONS,
<br />may purchase Services under this Agreement, provided that CUSTOMER
<br />shall remain responsible for payments due by its Affiliates. All Order
<br />Forms are subject to acceptance by CLARO ENTERPRISE
<br />SOLUTIONS.
<br />2.2. CUSTOMER covenants that the use of Services will at all times
<br />comply with all applicable laws, regulations and instructions for use in the
<br />countries where Services are offered. CUSTOMER shall be responsible
<br />for obtaining and having in effect any license, permit, or authorization
<br />required or granted under any applicable national, state, or local law or
<br />regulation, any right-of-way, and any other arrangements necessary for
<br />CUSTOMER to use the Services. CLARO ENTERPRISE SOLUTIONS
<br />reserves the right to immediately suspend or terminate affected Services
<br />and/or remove CUSTOMER or its Affiliates from the Services if any
<br />governmental authority, agency, commission or committee determines
<br />that CUSTOMER or its Affiliates or their respective Users' use may
<br />violate any laws or regulations or that CUSTOMER or its Affiliates' use
<br />of the Services does not conform with the requirements set forth in this
<br />Agreement.
<br />3.0. CHARGES AND BILLING
<br />3.1. CUSTOMER and/or its Affiliates will receive invoices for the
<br />amounts due for the Services provided pursuant to this Agreement. Except
<br />as provided in Section 3.2.2 herein, payment is due within thirty (30) days
<br />of the invoice date. Interest charges will be added to any past due,
<br />undisputed amounts at one and a half percent (1.5%) per month or the
<br />maximum rate allowed by law, whichever is less.
<br />3.2. Billing for each Service shall commence on the Service
<br />Commencement Date or the date on which CUSTOMER has beneficial
<br />use of the Service, whichever comes first, notwithstanding whether or not
<br />any "extended demarcation" work arranged by CUSTOMER has been
<br />completed as of that time.
<br />3.2.1. Billing for non -usage -based Charges. Billing for all MRCS will be
<br />thirty (30) days in advance of the monthly Service period. CLARO
<br />ENTERPRISE SOLUTIONS shall make best efforts to bill all NRCs in
<br />the first invoice to CUSTOMER. Furthermore, in the first invoice, in
<br />addition to being billed thirty (30) days in advance of the next monthly
<br />Service period, CUSTOMER shall be invoiced for the prorated monthly
<br />recurring charge, if any, incurred as of the Service Commencement Date.
<br />3.2.2. Billing for usage -based Charges. Unless expressly indicated
<br />otherwise on a respective Service Annex, usage -based traffic shall be
<br />billed in arrears on a bi-weekly basis. Unless expressly indicated
<br />otherwise on a respective Service Annex, Payment for usage -based
<br />charges is due within fifteen (15) days of the invoice date.
<br />3.2.3. Notwithstanding anything to the contrary in this Agreement,
<br />CLARO ENTERPRISE SOLUTIONS shall be entitled to back -bill for any
<br />Charges for Services provided pursuant to this Agreement that are found
<br />to be unbilled or under -billed, but only when such charges appeared or
<br />should have appeared on a bill dated within the six (6) months
<br />immediately preceding the date on which CLARO ENTERPRISE
<br />SOLUTIONS provided written notice to the CUSTOMER of the amount
<br />of the back -billing.
<br />v.10.22 CLARO ENTERPRISE SOLUTIONS, LLC — Confidential and Proprietary - Page 2 of 6
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