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29 - Internet Services AgreementItem No. 29 TO: Mayor, Mayor Pro -Tem & City Council FROM: Celso Arrieta, IT Manager Robert Vine, Assistant City Manager SUBJECT: Internet Services Agreement DATE: December 12, 2022 BACKGROUND: The City currently utilizes a point-to-point system, which is an antenna system, to connect different buildings to the network, (to each other), and to the internet. This particular system has challenges in that bandwidth is shared with other users outside of our network and antennas can be inconsistent and/or fail prompting replacement and additional costs. While the City has traditionally utilized local providers for internet services there is an opportunity to enter into an agreement with Vyve and secure expanded services with a dedicated fiber infrastructure and receive internet services to meet the growing needs of the organization. STATUS OF ISSUE: The City Council recently approved entering into agreements with Claro to upgrade our Network and our Telecommunications system. In order to support the implementation of these two solutions, it is vital to have access to a reliable and robust internet service. Vyve is offering to install dedicated fiber to connect six separate locations with a fiber optics network, allowing for greater bandwidth, increased speeds and more reliable connectivity. The fiber backbone supporting this network will be installed by Vyve at no cost to the City and will allow for the City to enter into a long-term agreement for internet services of five (5) years. A dedicated fiber optics network will mean the City will no longer have to share bandwidth with other users, (outside of our network), users will experience higher internet speeds and connectivity will be more consistent. If approved, this agreement will provide the City with a significantly higher quality product while realizing a moderate savings when compared to current, budgeted expenses. This proposed agreement includes guarantees for prescribed and satisfactory service levels and also addresses expectations for continuity of service, neither of which are in place with our current providers leaving the City vulnerable to a network or service failure. The following factors were considered when researching options for this service: • Cost • Added values • Bandwidth • Quality of service • Delivery times • SLAs • Current experiences BUDGET: This agreement has an associated annual cost of $43,800 which will be taken from the IT budget. This cost includes the dedicated fiber optics network and the internet service. In comparison with current expenditures within the IT budget, the City spends $51,200 annually for internet services and the point-to-point antenna system employed to create the network. In short, the City will receive a better product and save approximately $7,400.00. RECOMMENDATION: Options: 1. Approve the agreement between the City of Paris and Vyve and authorize the City Manager to execute any related documents on behalf of the City. 2. Reject the agreement between the City of Paris and Vyve and direct staff to pursue an agreement with another provider. Staff recommends approving this agreement with Vyve to provide internet services through a dedicated fiber optics as presented. City of Paris, Texas, Multi -Site DIA Fiber Proposal 12/5/2022 Prepared by: Andy Walsworth Senior Account Executive 1501 W Mississippi St Durant, OK 74701 Andy.Walsworth@VyveBB.com (940)245-1072 City of Paris WAN proposal 1 September 26, 2022 City of Paris 135 1 st St. SE Paris, TX. 75460 Thank you for your interest in allowing Vyve Business Services to serve your multiple locations. Most of the companies we partner with notice 2 key differentiators within the maturation of our partnership: 1. Consolidating circuits under one umbrella typically results in substantial savings through increased efficiencies alone. 2. An easy way to communicate regarding any vertical of your account. As you requested, below is a guide to our proposal. ABOUT VYVE ❑ Company Overview ❑ My personal and professional history NETWORK GOALS ❑ Solution Overview / Benefits 11 Design Vizio ❑ Pricing Proposals SUMMARY OF GOALS ❑ Vyve's Business Services goal is to partner with the City of Paris to create a network that can scale and grow to meet the needs and demands of your business for years to come. City of Paris DIA Proposal 2 Who we are: Vyve Broadband / Business Services is the combination of Eagle Communications, Northland Communications & Vyve Broadband serving largely non -urban communities in sixteen states including: Alabama Arkansas Georgia Idaho Nebraska Oklahoma South Carolina Tennessee California Colorado Kansas Louisiana Texas North Carolina Washington Wyoming A technology leader in the Fiber and Cable sectors, Vyve Broadband offers an extensive range of broadband, fiber connectivity, cable television, managed services, and voice solutions for enterprise and small business customers. Vyve was formed as a platform to provide the very best next -generation services and features available, combined with a sector -leading client experience. Solution Overview: Vyve Broadband has prepared a robust solution for Internet access, delivered via fully symmetrical fiber circuits. The circuits provide the following: ❑ 2 (x) 500Mbps DIA circuits delivered to City Hall Annex and the Police Department ❑ /28 Static IP Block ❑ /29 static IP Block ❑ 3 (x)100Mbps circuits delivered to the following locations: Fire Station 1, West Water Tower, and Water Treatment Facility ❑ 1 (x) 50Mbps DIA circuit delivered to the East Water Tower ❑ Full -Service Level Agreement (SLA) ❑ 24/7/365 NOC Monitoring and Access ❑ Complete, Turnkey Solution City of Paris DIA Proposal Vyve Broadband is proposing a solution routed across Dedicated Fiber Circuits connected to our Core Ring -Fiber and Backbone Network. Vyve Broadband operates with multiple primary Internet access, upstream data interconnection points "data dumps," with multiple layers of ring redundancies for traffic routing in case of upstream carrier access issues for interconnect. This level of infrastructure will provide the City of Paris with the peace of mind that Vyve Broadband can deliver the uptime demands for a true Enterprise Class Level Service Solution. -:a 6�ffiT n . 1 Amen rrc � �� acre rtc� s M6 ..... � OP3ti s� .-•-'�`iC F I� 0 MmE 116 • �®- �-�n KS 4 sR MM4 d-�+--•s-0 _. $ft �v96 KB 1 ®'Y b�'-00a�U1K8� ®dM Rd, agOR6 meq, ! ®. ®tlAflkT% n �' ffi YN 9W`48t - snwxir�� -- �.3 •• :a vwwaiore r 5 a6nleve 96 ` Seep �B® ®em6AM�rBK ` Y ire &n ras / ®eae epa ma - Network in 16 states Dedicated Engineering and Carrier Support Team Fiber network with built-in redundancy and reliability (99.99°,6) Tier 1 Internet exchange points in Atlanta, Dallas, Denver, Oklahoma City, and Shawnee, OK �xv��nuTu �rJ,i. brae,Ma s t s � nne ae %t , ® mm `tie® nonce � e Leta NA 4"`�? �6g� 4@ w s e�6a WM ld uvwR®Y e&M® 9R -:a 6�ffiT n . 1 Amen rrc � �� acre rtc� s M6 ..... � OP3ti s� .-•-'�`iC F I� 0 MmE 116 • �®- �-�n KS 4 sR MM4 d-�+--•s-0 _. $ft �v96 KB 1 ®'Y b�'-00a�U1K8� ®dM Rd, agOR6 meq, ! ®. ®tlAflkT% n �' ffi YN 9W`48t - snwxir�� -- �.3 •• :a vwwaiore r 5 a6nleve 96 ` Seep �B® ®em6AM�rBK ` Y ire &n ras / ®eae epa ma - Network in 16 states Dedicated Engineering and Carrier Support Team Fiber network with built-in redundancy and reliability (99.99°,6) Tier 1 Internet exchange points in Atlanta, Dallas, Denver, Oklahoma City, and Shawnee, OK �xv��nuTu �rJ,i. brae,Ma s t s � nne ae %t , Tag City of Paris DIA Proposal 4 `tie® nonce � OMMM w 1 6Nn LR'ffi—"s, IL u, WM ld uvwR®Y e&M® 9R Mmme FMmTr Tag City of Paris DIA Proposal 4 Vyve Business Services benefits: 24X7X365 - NOC (Network Operations Center) ❑ Circuit Monitoring: Monitors all Enterprise Class Services and core network interconnectivity 24 Hours a day, 7 days a week, 365 Days a Year with US Based NOC Operations & Support. Prioritized Response and Queuing: ❑ All Enterprise Class customers are provided direct call line to Vyve's Network Operation Center in case of service issue reports. In addition, the Network Operations Center will have primary POC (points of Contact) information to reach out to Service Premise - Contacts in case of any circuit monitoring alarms / issues identified ❑ In addition to having a direct number to our NOC, you will also have a direct contact with each member of our leadership team, up to and including our Vice President of Operations City of Paris DIA Proposal Logical Network Design City of Paris TX 6 Site DIA V1 re ING SO H" Fib*, Ring 3 Red. d .4" cmmu.. Vpo Agipaption Point Parts TX WN IWG up1wis W1 spffnt a cogim to we City of Paris DIA Proposal 6 TM Business Service Order — Vyve Broadband Monthly Service Pricing Service Term 66 -Months Mmo Term: NA Service/Product Description QNTY Unit Price Promo Discount Subtotal Installation City of Paris Annex - 150 1st St SE $ $ $ 0.00 $ Fiber DIA 500Mb Is x 500Mb s 1 $ 850.00 $ $ 850.00 $ Static IP Block /28 1 $ 200.00 $ $ 200.00 $ �94ty of Paris PD - 2910 Clarksville St $ $ $ 0.00 $ Fiber DIA 500Mb s x 500Mb ps 1 $ 850.00 $ $ 850.00 $ Static IP Block /29 1 $ 100.00......�._IT� WWWWW $ 100.00 $ Fire Station 1 -1444 N Main St $ $ $ 0.00 $ Fiber DIA 100Mb s x 100M6 s 1 $ 450.00 $ $ 450.00 $ Water Treatment -3700 Lake Crook$ $ $ 0.00 $ Fiber DIA 100Mb s x 100Mb s 1 $ 450.00 $ $ 450.00 $ W. Water Tower -2000 W Kaufman St $ $ $ 0.00 $ Fiber DIA 100Mb.s x 100Mb s 1 $ 450.00 $ $ 450.00 $ E. Water Tower - 621 25th St NE $ $ $ 0.00 $ Fiber DIA 50Mb s x 50Mb :as 1 $ 300.00 $ $ 300.00 $ -_ $ $ $ 0.00 $ $ $ $ 0.00 $ $ $ $ 0.00 $ Build Contribution (if Applicable): $ TOTAL $ 3,650.00 $ 0.00 *Depending on your location, some or all of your service and equipment rates, plus certain additional charges, maybe subject to state and/or local fees which will be added to your monthly bill '* Total Monthly Pricing Excludes Applicable Taxes, Fees, & Surcharges as set by prevailing authorities (such as broadcast access fees, retransmission fees, and franchise fees). *"" Total Monthly Price Includes Promo Discount. Service rates adjust to standard Unit Price after Promo Term expires. Video Service Rates subject to annual rate increase of up to 8%. Voice Provisi,onina Information Directory Listing Name: Caller ID Name Display: (15 -Character Lima) Special Instructions Service Locations include: City Annex, Police Department, Fire Station 1, East Water Tower, West Water Tower, Water Treatment. Enterprise Class Fiber Circuits include Full Service SLA, 24x7x365 NOC monitored circuits, and priority queuing and response. Terms &Conditions The undersigned represents that he/she is the Customer or Authorized Customer Representative identified above and is authorized to sign this Service Order on behalf of Customer for the services selected above and that the Customer information set forth herein is true and correct. By signing this Service Order, the undersigned hereby acknowledges and agrees that Customer shall be bound by, and expressly consents to, the rates, terms and conditions of service applicable to each of the services selected above, including any termination penalties that may apply, as may be set forth in Vyve's Business Services Subscriber Agreement, as well as the Vyve's Business Services Acceptable Use Policy, Network Management Practices Policy and Customer Privacy Notice, as they respectively may be changed from time to time. In addition, if the undersigned selects the Vyve's auto pay payment option, the undersigned represents that he/she is the authorized signer for the account enrolled, will be liable for the entire amount debited or charged plus any additional charges for debits or charges not honored at time of presentation to his/her financial institution and will be bound by the terms and conditions of the Vyve Broadband Auto Pay Policy, as it may be changed from time to time. Vyvds website always contains the most recent versions of these policies at ht s:/h�,ww Nxvebi-oadband com/ olicies/. Customer acknowledges receipt of these policies by signing below. The undersigned authorizes Vyve to check Customer's credit and acknowledges and agrees that the effectiveness of this Service Order shall be subject to credit approval. For the avoidance of doubt, Service is effective and shall commence on the date on which installation of the Service is completed. As used herein, "Vyve" shall mean the applicable subsidiary or subsidiaries of Vyve Broadband Investments, LLC which are providing the services to Customer pursuant to this Service Order. Business Service Order Includes: "ADDITIONAL TERMS AND SERVICE LEVEL AGREEMENT APPLICABLE FOR VYVE BROADBAND ENTERPRISE CLASS FIBER SERVICES: ("FIBER SERVICE") as set forth in Attachment C to the Business Services Subscriber Affeement. Customer Signature Date: V-021921 EXHIBIT A TO BUSINESS SERVICE ORDER BETWEEN VYVE AND THE CITY OF PARIS, TEXAS VYVE BROADBAND BUSINESS SERVICES SUBSCRIBER AGREEMENT The terms and conditions of this Business Services Subscriber Agreement ("Agreement") set forth in the "General Terms and Conditions" section below are applicable to all Services (defined below) provided by Vyve (defined below). The attachments ("Attachments") thereto further describe and set forth additional terms and conditions for Vyve's Video, Voice, Internet, Enterprise Class Fiber, and Vyve Technology Solutions (VTS) Services and are hereby incorporated into, and made a part of, this Agreement by this reference. This Agreement should be read in conjunction with Vyve's Business Services Acceptable Use Policy ("Business AUP"), Network Management Practices Policy and Customer Privacy Notice, as they may be changed from time to time. Vyve's website always contains the most current versions of such policies. See http://vyvebroadband.com/company/policies. GENERAL TERMS AND CONDITIONS 1. AGREEMENT These General Terms and Conditions, the Attachments and any Service Order(s) (defined below) collectively constitute the "Master Agreement" by and between Customer and Vyve. For purposes of the Master Agreement, "Vyve" means Vyve Broadband, LLC and any Vyve Broadband affiliate providing the services to you at the locations specified on the Service Orders ("Services"), including Vyve Broadband A, LLC, Vyve Broadband J, LLC, Eagle Broadband Investments, LLC, Northland Cable Television, Inc., Northland Cable Properties, Inc. or Northland Cable Ventures, LLC (Vyve and Customer, collectively, the "Parties" and each, individually, a "Party"). A "Service Order" is any Business Service Order entered into between Customer and Vyve. 2. SERVICES AND SERVICE ORDERS Subject to the terms and conditions of this Master Agreement (including, without limitation, Customer's compliance with its obligations set forth in Section 6 herein), Vyve shall provide Customer with the Services at the address specified on the Service Order (the "Service Location") pursuant to and in conformance with any Service Order accepted in accordance with this Section 2. Page 1 of 24 Customer understands and agrees that certain Services may not be available in all Vyve service areas and that Vyve, upon entering into a Service Order with Customer may, at Vyve's discretion, utilize one or more of its affiliates or another party to deliver the Services ("Third Party Services"). The Third Party Services may be subject to additional terms and conditions. Unless otherwise set forth on an applicable Service Order, Vyve shall use commercially reasonable efforts to provide the Services identified in a Service Order seven (7) days a week, twenty-four (24) hours a day, excluding scheduled maintenance, required repair and events beyond Vyve's reasonable control. Vyve shall present Customer with a service order (either in electronic or print form) reflecting the Services requested by Customer pursuant to this Master Agreement (in the form provided or approved by Vyve or via a mutually agreed electronic order entry system). Upon Customer's execution thereof, such service order(s), shall be deemed a "Service Order" hereunder and incorporated into, and made a part of, this Master Agreement by this reference upon the earlier of (i) Vyve's acceptance of such service order in writing; or (ii) Vyve's commencement of delivery of the Service(s) set forth in such Service Order. In the event Customer cancels a Service Order prior to Vyve actually delivering Service and Vyve incurs construction or installation charges in connection therewith, Customer shall reimburse Vyve for such charges actually incurred. Customer agrees that upon execution of a Service Order, Customer accepts and agrees to be legally bound by the terms and conditions set forth in such Service Order, this Master Agreement and Attachment hereto, the Business AUP and the other policies on Vyve's website incorporated by reference herein and governing the Services to which Customer subscribes. 3. SERVICE AND EQUIPMENT INSTALLATION Customer shall obtain and maintain, or ensure that each Customer employee or branch office to whom Service will be provided, or who shall use the Service, as applicable (each, the "End User"), shall obtain and maintain throughout the Term such consents (including without limitation landlord and land owner consents) as are necessary to timely permit, and shall timely permit, Vyve personnel to install, deliver, operate and maintain the Service and Vyve Equipment (as defined in Section 5 below) as contemplated herein at Customer's and any End User's facilities. Customer shall permit Vyve reasonable access to Customer's and any End User's facilities at any time as needed to install, configure, upgrade, maintain or remove the Vyve Equipment and other Service components collocated at such facilities. Customer shall make and maintain throughout the Term all reasonable site preparations necessary to permit the installation, maintenance and operation of the Service and any Vyve Equipment as specified by Vyve and that is required to provide the Services hereunder. In addition, Customer will provide Vyve with floor space, rack space, other space and clean power as is reasonably necessary for the installation and operation of Vyve Equipment at the Customer locations identified in a Service Order for the applicable term of such Service Order. Customer shall not charge Vyve, and shall ensure that Vyve does not incur, any fees or expenses whatsoever Page 2 of 24 in connection with Customer's provision of space, power or access as described herein, or otherwise in connection with Customer's performance of its obligations pursuant to this Section 3; and any such fees or expenses charged by any End User shall be borne solely by Customer. Provided that Customer properly performs all necessary site preparation and provides Vyve with all required consents, Vyve shall use commercially reasonable efforts to install the Service within a reasonable timeframe. Vyve shall provide Customer with a completion notice ("Completion Notice") upon completion of the installation of a Service. For the avoidance of doubt, receipt by Customer of the invoice pertaining to such installation costs shall be deemed acceptable documentation of a "Completion Notice" for purposes of this Master Agreement. The date of receipt by Customer of the Completion Notice shall be the date on which the Service shall commence. In the event that Vyve is unable to install the Service in accordance with the agreed upon schedule as a result of (a) Customer's (or any End User's) failure to deliver any required materials, support or information to Vyve; or (b) Vyve not being able to obtain access to equipment or software at the installation location as necessary for installation of the Service, then Customer will pay Vyve an installation fee at Vyve's then prevailing rates for any installation trip made by Vyve and an additional installation fee for each subsequent trip necessary to perform the Service installation. Interconnection of the Service and Vyve Equipment with Customer's or any End User's, as applicable, equipment will be performed by Customer, unless otherwise agreed to in writing between the Parties. Customer shall be solely responsible for securing and maintaining any and all Customer equipment where applicable. 4. RIGHT OF ENTRY. If Customer is the owner of the premises where the Services will be provided (the "Premises"), the following additional terms shall apply: a. S stem; Services. Customer hereby grants to Vyve the non-exclusive right to install, operate, inspect, maintain, modify, repair, replace, relocate and remove a coaxial cable, fiber and/or wireless communication services distribution system (the "System") and to market, sell and provide multichannel video, data, phone and other services ("Service Offerings") to and from the Premises. Vyve will install and maintain the System at the Premises at its sole cost and expense, in a good and workmanlike manner and in accordance with good engineering practices and all applicable laws, rules and regulations. b. Ownership. and Use. The System will be and remain the sole personal property of Vyve and will not be deemed to be affixed to the Premises. Customer will not, and will not authorize any other party to, tamper with, attach to or use any portion of the System without the prior written approval of Vyve. If any of the System is not removed from the Premises prior to the expiration of this Section 4 (as set forth in subsection (d) below), then Vyve will be deemed to have Page 3 of 24 abandoned such personal property in place, and title to such property automatically will vest in Customer. c. Alteration to Premises. Vyve will be responsible for any or all damages directly caused by its faulty workmanship or installation of the System, provided that the boring of holes or insertion of fasteners through the surface of walls for attachment of peripheral equipment is part of normal workmanship and will not be deemed damages. d. Right of Entre Term. This Section 4 will remain in full force and effect for so long as Vyve provides any Service Offering to any occupant of the Premises, plus an additional 90 days thereafter to effect any removal of the System. e. Representations and Warranties. Customer represents and warrants that (i) Customer has the full authority to fully perform its obligations hereunder and to grant the rights granted to Vyve herein, (ii) no party has any contractual right or any interest in the Premises that conflicts with any rights granted hereunder, and (iii) the Premises is not part of a bankruptcy proceeding, foreclosure action, or deed -in -lieu -of -foreclosure transaction. 5. SUPPORT & MAINTENANCE a. Vyve Equipment. Vyve shall use commercially reasonable efforts to maintain the Vyve- provided and installed equipment, including as applicable, any cabling, cable modems, related splitters, routers, handsets or other items, whether provided at no additional cost or leased by Customer from Vyve (collectively, "Vyve Equipment"), on Vyve's side of the demarcation points, as specified in the Service Order, used by Vyve to provide the Service. For the avoidance of doubt, inside telephone wiring, whether or not installed by Vyve, shall not be considered Vyve Equipment. Vyve Equipment is and shall remain the property of Vyve regardless of where installed within the Service Location(s) and shall not be considered a fixture or addition to the land or Service Location(s). At any time Vyve may remove, rearrange, disconnect, remove, attempt to repair or otherwise tamper with any Vyve Equipment in its sole discretion in connection with providing the Services. Customer shall not move, rearrange, disconnect, remove, attempt to repair or otherwise tamper with any Vyve Equipment or permit others to do so, and shall not use the Vyve Equipment for any purpose other than as authorized by this Master Agreement. b. Purchased & Customer -Provided Eui,.ment. Customer may elect to purchase certain equipment from Vyve for use of the Services at the applicable rates set forth in the Service Order(s) (collectively, "Purchased Equipment"). In addition to a cable modem, the use of the Service requires that Customer supply its own computer, Ethernet devices (if required) and operating systems that meet Vyve's technical requirements. If the Service cannot be used because of the Page 4 of 24 incompatibility of any such Customer -provided items, Customer will remain liable for all fees and charges under this Master Agreement. The fact that Vyve leases, sells, requires or approves a cable modem, computer, operating system or other item for use in the Service does not make Vyve responsible if it has defects or problems. Notwithstanding any contrary provision set forth in this Master Agreement, equipment and services on Customer's side of the demarcation points, as well as any Purchased Equipment and Customer -provided equipment, are the sole responsibility of Customer. Customer alone shall be responsible for providing maintenance, repair, operation and placement of all inside telephone wiring and equipment and facilities on Customer's side of the cable modem, route and/or coaxial input connection, all Purchased Equipment and all other Customer -provided equipment. Customer shall be responsible for the payment of all charges for troubleshooting, maintenance or repairs attempted or performed the Vyve's employees or authorized contractors when the difficulty or trouble report results from Purchased Equipment or Customer -provided Equipment. Vyve shall not be responsible to Customer if changes in any of the facilities, operations or procedures of Vyve utilized in the provision of Service render any Purchased Equipment or Customer -provided Equipment obsolete or require modification or alteration of such equipment or otherwise affects its use or performance. c. Maintenance & Sup -sort. Vyve shall provide a telephone number on the applicable Service Order for inquiries and remote problem support for the Service. All such Customer support shall be provided only to Customer's designated personnel, as mutually agreed upon by Vyve and Customer. Customer is responsible for all communications and interfaces with its End Users. In no event shall Vyve be responsible for providing support for any network, equipment or software not provided and installed by Vyve under this Master Agreement or for issues or problems beyond its control. Notwithstanding anything to the contrary in the foregoing, Vyve shall use commercially reasonable efforts to restore any cable cuts on the Vyve network and shall keep Customer reasonably advised of such restoration progress. Customer agrees to provide routine operational Service support for Vyve Equipment and Service components collocated at Customer's or any End User's facility, including without limitation by performing reboots, as requested by Vyve. If Vyve responds to a service call initiated by Customer, and Vyve reasonably determines that the cause of the problem is not due to Vyve's Network, but is due to Customer's equipment or facilities, or a third party, Customer must compensate Vyve for the service call at Vyve's then prevailing rates. 6. CUSTOMER OBLIGATIONS Customer's use of the Service (including all content transmitted via the Service) and Vyve Equipment shall comply with all applicable laws, rules and regulations and the terms of this Master Agreement, Business AUP, Customer Privacy Notice and any other applicable Service policies Page 5 of 24 available on Vyve's website. Customer agrees not to resell or redistribute (whether for a fee or the ServiceWtr �TA portion thereof_induffin , but not limited to ang VirAve Equipment, or make any use of the Service other than for Customer's internal business purposes, unless otherwise agreed in writing by Vyve. Customer shall ensure that its End Users' use of the Vyve Equipment and Service, if any, shall comply with all applicable laws, rules and regulations and terms of this Master Agreement, Business AUP, Customer Privacy Notice and any other applicable Service policies available on Vyve's website. Vyve may audit Customer's use of the Vyve Equipment and Service remotely or otherwise, to ensure Customer's compliance with this Master Agreement, Business AUP, Customer Privacy Notice and any other applicable Service policies available on Vyve's website. Any audit pursuant to Section 6 of the BSA shall not apply to any content of Customer. Customer shall ensure that all Vyve Equipment at Customer's and Customer's End Users' facilities remains free and clear of all liens and encumbrances, and Customer shall be responsible for loss or damage to the Vyve Equipment while at Customer's or an End User's facilities. Customer is solely responsible for (a) all use (whether or not authorized) of the Service by Customer or any End User for purposes of this Master Agreement; (b) all content that is viewed, stored or transmitted via the Service, as applicable; and (c) all third party charges incurred for merchandise and services accessed via the Service, if any. Customer agrees to conform its equipment and software, and ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by Vyve from time to time. Customer shall not use, or allow the Services to be used, in a manner that would cause, or be likely to cause, Vyve to quality as a "Covered 911 Service Provider" as defined in C.F.R. §12.4 or any successor provision of the rules of the Federal Communication Commission. For avoidance of doubt, Customer and Vyve agree that any failure to satisfy the covenants set forth in the preceding sentence shall constitute a material breach of the Master Agreement. This Master Agreement shall commence upon full execution by both of the Parties of the Service Order and receipt by Customer of the Completion Notice from Vyve (the "Effective Date") and shall remain in effect for the initial term set forth on the Service Order accompanying this Master Agreement (such term, the "Initial Term" and such Service Order the "Initial Service Order"). Unless terminated earlier in accordance with the terms hereof, upon the expiration of the Initial Term, this Master Agreement ?a»: «§y continue for an notice of nonrenewal to the other Party at least thirty (30) days prior to the end of the then -current year. In no event shall Customer provide less than thirty (30) days' prior written notice of termination of any Service Order or downgrade or cancellation of any Service. The Initial Term and each annual renewal term thereafter collectively shall constitute the "Term." & PAYMENT For each Service, Customer agrees to pay Vyve all recurring and non-recurring charges set forth on the Service Order, as well as broadcast retransmission and copyright fees, and all other applicable fees, taxes and other charges (which may include, without limitation, Service installation and activation charges, measured and usage -based charges, regulatory recovery fees for municipal, state and federal government fees or assessments imposed on Vyve; permitted fees and cost recovery charges; or any fees for programs in which Vyve participates, including, but not limited to, universal service fees, 911/E911 surcharges, telecommunications relay service surcharges, public, educational, and governmental access fees, local, long distance, conferencing, directory assistance and operator services calling charges, equipment and facilities charges, broadcast access fees, paper statement fees, FCC fees, franchise fees right of way fees, and any fees or payment obligations imposed by governmental or quasi -governmental bodies in connection with the sale, installation, use or provision of the Service) (collectively the "Service Charges") in accordance with the following payment terms: Service Charges will be billed to Customer on a monthly basis and are payable within thirty (30) days after the date appearing on the invoice. Customer must bring any billing error to Vyve's attention within thirty (30) days after the date appearing on the applicable invoice or Customer waives its right to a refund or credit associated with such billing error. Vyve shall not defer any charges while Customer awaits reimbursement, subsidy, discount or credit from any third party or government entity, and Customer shall have the obligation to pay all charges regardless of the status of any such reimbursement, subsidy, discount or credit. Vyve shall have the right to increase Service Charges for each Service after the Initial Order Term for such Service upon thirty (30) days written notice to Customer. Vyvc may charge a late fee for any amounts which are not paid when due in accordance with applicable law. Customer shall also be responsible for all costs of collection (including reasonable attorneys' fees) to collect overdue amounts. If Vyve fails to present a charge in a timely manner, such failure shall not constitute a waiver of the charges for the fees to which it relates, and Customer shall pay such invoice in accordance with these payment terms. Customer can avoid the paper statement fee by signing up for Vyve's e -bill option. If Customer elects to enroll in Vyve's Auto Pay service, in addition to the terms and conditions set forth herein, Customer also agrees to be bound by the terms and conditions of Vyve's Auto Pay Policy, the most current version of which can be found on our website at http://vyvebroadband.com/company/policies. Page 7 of 24 9. TAXES Customer shall pay all federal, state, and local taxes, fees, charges, surcharges or similar exactions imposed on the Services and/or products that are the subject of this Master Agreement including but not limited to state and local sales and use taxes, telecommunications taxes, federal and state universal service fund fees and/or state and local regulatory fees to the extent applicable. Further, Vyve shall have the right to recover from Customer the amount of any state or local fees or taxes arising as a result of this Master Agreement that are imposed on Vyve or Vyve's Services, or measured on Vyve's receipts, and any other costs or expenses that Vyve is entitled under applicable law to pass through to or otherwise charge Customer for Customer's use or receipt of the Services. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer's invoice. Vyve shall be responsible for and shall pay all taxes measured by Vyve's net income. To the extent that a dispute arises as to which Party is liable for fees or taxes under this Master Agreement, Customer shall bear the burden of proof in showing that the fee or tax is imposed upon Vyve's net income. This burden may be satisfied by Customer producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on Vyve's net income. Customer shall be responsible for providing Vyve any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Services are first provided under this Master Agreement. To the extent such documentation is held invalid for any reason, Customer shall reimburse Vyve for any tax or fee liability including without limitation related interest and penalties arising from such invalid documentation. Customer acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification some of the Services Vyve provides and, consequently, uncertainty about what fees, taxes and surcharges are due from Vyve and/or its customers. Customer agrees that Vyve has the right to determine, in its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to Customer. Customer hereby waives any claims it may have regarding Vyve's collection or remittance of such fees, taxes and surcharges. Customer understands that it may obtain a list of the fees, taxes and surcharges that Vyve currently collects or passes through by writing to Vyve. 10. PROPRIETARY RIGHTS AND CONFIDENTIALITY a. Vyye's Proprietary Rights. All materials including, but not limited to, any Vyve Equipment (including related firmware), software, data and information provided by Vyve, any identifiers or passwords used to access the Service or otherwise provided by Vyve, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by Vyve to provide the Service (collectively "Vyve Materials") shall remain the sole and exclusive Page 8 of 24 property of Vyve or its suppliers. Nothing herein is intended to convey any right or ownership interest to Customer or any other person or entity in or to such Vyve Materials. Customer shall acquire no interest in the Vyve Materials by virtue of the payments provided for herein. Customer may use the Vyve Materials solely for Customer's use of the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the Vyve Materials, in whole or in part, or use them for the benefit of any third party. All rights in the Vyve Materials not expressly granted to Customer herein are reserved to Vyve. Customer shall not open, alter, misuse, tamper with or remove the Vyve Equipment as and where installed by Vyve, and shall not remove any markings or labels from the Vyve Equipment indicating Vyve (or its suppliers) ownership or serial numbers. b. Confidentiality. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, the Vyve Materials and any other information and materials provided by Vyve in connection with this Master Agreement, including but not limited to the content of this Master Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the contents of this Master Agreement and any Service Orders. The parties agree that Customer is a governmental entity covered by the Texas Public Information Act, Tex. Gov't. Code Chapter 552. Should Customer receive a request for such information, Customer will notify Vyve of same within ten (10) business days of the request and will request a ruling from the Texas Office of the Attorney General as required by law. c. Software. If software is provided to Customer hereunder ("Software"), Vyve grants Customer a limited, non-exclusive and non -transferable license to use such Software, in object code form only, solely for the purpose of using the Service for Customer's internal business purposes during the Term. Customer agrees not to reverse engineer, decompile, translate or attempt to learn the source of any code of any Software related to the Services. d. Ownershi of Telephone Numbers andIPAddresses. Customer acknowledges that use of the Services does not give it any ownership or other rights in any telephone number or Internet/on- line addresses provided. 11. MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS Vyve has the right, but not the obligation, to upgrade, modify and enhance the Vyve network (including Vyve Equipment and related firmware) and the Service and take any action that Vyve deems appropriate to protect the Service and its facilities. Vyve shall have the right, but not the obligation, to monitor and record oral communications with Customer regarding Customer's account or Services for purposes of service quality assurance. Vyve will notify Customer of any Page 9 of 24 material adverse change to this Agreement by posting such modified Agreement on the Vyve web site or by email. Upon the effectiveness of any addition, modification or deletion, Customer's continued use of the Services shall constitute Customer's consent to such addition, modification or deletion, and agreement to continue to be bound by this Master Agreement. In any event, if Vyve modifies the Services or these Terms and Conditions and such modification has a material adverse impact on Customer's ability to use the Service, Customer may, within the thirty (30) day period following the date of such modification, terminate, without penalty, the Service Order relating to the affected Service. 12. TERMINATION a. Termination. Either Party may terminate an applicable Service Order: (1) upon thirty (30) days written notice to the other Party of the other Party's material breach provided that such material breach is not cured within such thirty (30) day period, or (ii) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors, is removed or delisted from a trading exchange or its long term debt is downgraded more than two levels from its rating as of the Effective Date. In addition, in the event that Customer fails to comply with any applicable laws or regulations, the terms of the Business AUP or the terms of this Master Agreement or related Service agreements, Vyve may, upon thirty (30) days written notice, suspend or discontinue any applicable Service in whole or in part without further notice, provided that such failure is not cured within such thirty (30) day period. In addition, Vyve may immediately suspend Customer's or any End User's use of the Service if such use is determined by Vyve, in its sole discretion, to be resulting in a material degradation of the Vyve network, until such time as such degradation has been remedied. In the event of a suspension, Vyve may require the payment of reconnect or other charges before restarting the suspended Service. b. Obligations ulon Termination. Upon the termination or expiration of this Master Agreement (including all Service Orders): (i) Vyve's obligations hereunder shall cease; (ii) Customer promptly shall pay all amounts due and owing to Vyve for Service delivered prior to the date of termination or expiration, and any applicable deinstallation fees, if any, identified in the Service Order(s); (iii) Customer promptly shall cease all use of any software provided by Vyve hereunder, and shall return such software to Vyve; and (iv) Customer shall return to Vyve or permit Vyve to remove, in Vyve's discretion, the Vyve Equipment (other than Purchased Equipment) in the same condition as when received, ordinary wear and tear from proper use excepted. Customer shall reimburse Vyve for the reasonable and documented costs of the repair Page 10 of 24 or replacement, at Vyve's discretion, of any Vyve Equipment not returned in accordance with this Section 12. c. Early Termination. Notwithstanding anything to the contrary contained herein, in the event this Master Agreement or any Service Order hereunder terminates for any reason other than as set forth in this Section 12(a)(i) or (ii) above or by Vyve for any reason set forth in this Section 12(a)(i) or (ii) above, Customer shall, at Vyve's discretion, promptly pay Vyve an early termination fee equal to: (1) one -hundred percent (100%) of the full amount of the Service Charges that Customer would have been charged for the remainder of the Initial Term or the then -current Renewal Term if such termination occurs within the first twenty-four (24) months of the Term and (2) fifty percent (50%) of the full amount of the Service Charges that Customer would have been charged for the remainder of the Initial Term or the then -current Renewal Term if such termination occurs after the first twenty-four (24) months of the Term. Any such Customer termination shall only be effective upon not less than thirty (30) days' written notice to Vyve. Additionally, in the event Customer terminates a portion, but not all, of the Services ordered hereunder, Vyve may increase the rates for any remaining Services effective upon notice to Customer. d. Portability. Customer may, upon written notice to Vyve, discontinue or terminate Service, prior to the end of an Order Term, without payment of the applicable early termination charge set forth in Sectionif. (i) Customer replaces the affected Service at a new location, so long as .. 1_w2, µ the value of the replacement Service is equal to or greater than the Service being replaced, and (ii) Customer pays all non-recurring charges applicable to the replacement Service (including, without limitation, all construction expenses); and (iii) Customer pays any applicable third party termination liability applicable to the Service being terminated. e. The foregoing termination rights shall be in addition to any other rights and remedies that Vyve may have under the Master Agreement or at law or equity. 13. RESERVED 14. DISCLAIMER OF WARRANTY CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK. VYVE EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE, AND VYVE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS MASTER Page 11 of 24 AGREEMENT, THE SERVICE, VYVE EQUIPMENT AND VYVE MATERIALS ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON - INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY VYVE, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. VYVE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THIS MASTER AGREEMENT, VYVE DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY VYVE WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR ANY END USER'S COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM, CUSTOMER'S OR ANY END USERS' USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, CUSTOMER'S OR ANY END USERS' SENDING OR RECEIVING, OR UPLOADING OR DOWNLOADING, OR ATTEMPTS TO DO SAME, OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT VYVE'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THE MASTER AGREEMENT AND VYVE DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS MASTER AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. 15. LIMITATION OF LIABILITY IN NO EVENT SHALL VYVE BE LIABLE TO CUSTOMER, AN END USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE Page 12 of 24 DAMAGES ARISING OUT OF OR RELATING TO THE MASTER AGREEMENT, REGARDLESS OF WHETHER VYVE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VYVE'S AGGREGATE LIABILITY FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE MASTER AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY) SHALL BE LIMITED TO THE LIMITS OF VYVE'S LIABILITY INSURANCE COVERAGE. IN NO EVENT SHALL VYVE'S AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER HEREUNDER. VYVE SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER - PROVIDED EQUIPMENT, FACILITIES OR SERVICES. 16. DISCLOSURE OF CUSTOMER INFORMATION Customer's privacy interests, including Customer's ability to limit disclosure of certain information to third parties, may be addressed by, among other laws, the Federal Telecommunications Act (the "Telecommunications Act"), the Federal Cable Communications Act (the "Cable Act"), the Electronic Communications Privacy Act, and, to the extent applicable, state laws and regulations. Customer proprietary network information ("CPNI") and personally identifiable information that may be collected, used or disclosed in accordance with applicable laws is described in the Customer Privacy Notice which is incorporated into, and made a part of, this Master Agreement by this reference. The Customer Privacy Notice is available on our website at http://www.vyvebroadband.com/policies. Customer acknowledges receipt of the Customer Privacy Notice. In addition to the foregoing, Customer hereby acknowledges and agrees that: (i) Vyve may disclose Customer's and its employees' personally identifiable information as required by law or regulation, or the American Registry for Internet Numbers ("ARIN") or any similar agency, or in accordance with Vyve's Customer Privacy Notice; (ii) Vyve's personnel and dedicated account representatives assigned by Vyve who are responsible for commercial accounts may disclose Customer's CPNI or make changes to Customer's account at the request of persons that they reasonably believe to be Customer's authorized representatives; (iii) Vyve may provide Customer with online access to its CPNI in any commercially reasonable manner; and (iv) the requirements of Section 64.2010 of the FCC's rules shall not apply to Customer's account. In addition, Vyve shall have the right (except where prohibited by law notwithstanding Customer's consent), but not the obligation, to disclose any information to protect its rights, property and/or operations, or where circumstances suggest that individual or public safety is in peril. Page 13 of 24 17. FORCE MAJEURE Notwithstanding anything to the contrary contained herein, a Party shall have no liability to the other hereunder due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts (except to the extent caused by the negligence or gross negligence of such party), natural disaster, regulation or governmental acts, fire, power surges or outages, civil disturbance, weather, or any unauthorized access to or destruction or modification of the Service, in whole or in part (each a "Force Majeure Event"). Notwithstanding anything to the contrary herein, Customer may terminate the affected Service Order(s) in its entirety and without penalty if a Force Majeure Event continues for more than ten (10) consecutive days and prevents Vyve from delivering the Service subject to such Service Order(s). 18. REGULATORY AND LEGAL CHANGES, POLE ATTACHMENT AND CONDUIT CHARGES, TARIFFS In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any new application of or increase in universal service fees or other government- or quasi -government -imposed charges that increases the costs or other terms of Vyve's delivery of Service to Customer, or, in the event of any increase in pole attachment or conduit charges applicable to any facilities used by Vyve in providing the Service, Customer acknowledges and agrees that Vyve may pass through to Customer any such increased fees or costs, but only to the extent of the actual increase, provided Vyve notifies Customer at least thirty (30) days in advance of the increase. In such case, and if such increase materially increases the fees or charges due by Customer hereunder for the applicable Service, Customer may, within thirty (30) days after notification of such increase, terminate the affected Service without incurring termination liability, provided Customer notifies Vyve at least fifteen (15) days in advance of Customer's requested termination date. Further, in the event that Vyve is required to file tariffs or rate schedules with a regulatory agency or otherwise publish its rates in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, and Vyve is required under applicable law to apply those rates to Customer's purchase of Service hereunder, then the terms set forth in the applicable tariff or rate schedule shall govern Vyve's delivery of, and Customer's use or consumption of the Service. In addition, if Vyve determines that offering or providing the Service, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then Vyve may terminate this Master Agreement as to all any or all of the Service and any affected Service Orders without liability, by giving Customer thirty (30) days prior written notice or any such notice as is required by law or regulation applicable to such determination. Page 14 of 24 This Agreement, Attachment hereto, the Business AUP and the Service Order(s) are subject to all applicable federal, state or local laws and regulations in effect in the relevant jurisdiction(s) in which Vyve provides the Services. If any provision of this Master Agreement, the Business AUP or the Service Order(s) contravene or are in conflict with any such law or regulation, then the terms of such law or regulation shall take priority over the relevant provision of this Master Agreement, Business AUP and/or the Service Order(s). If the relevant law or regulation applies to some but not all of the Service(s) being provided hereunder, then such law or regulation will take priority over the relevant provision of this Master Agreement and the Service Order(s) only for purposes of those Service(s) to which the law or regulation applies. Except as explicitly stated in this Master Agreement, nothing contained in this Master Agreement shall constitute a waiver by Vyve or Customer of any rights under applicable laws or regulations pertaining to the installation, operation, maintenance or removal of the Services, facilities or equipment. 19. ENTIRE AGREEMENT This Agreement, including without limitation the Attachment hereto and the Service Orders, the Business AUP, Privacy Policy and all other policies incorporated herein by reference, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the Parties with respect to such subject matter. 20. ORDER OF PRECEDENCE Each Service shall be provisioned pursuant to the terms and conditions of this Master Agreement. In the event that Vyve permits a Customer to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Customer, and any different or additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of any Service Order is inconsistent with the terms of this Master Agreement, the terms of this Master Agreement shall control. 21. COMPLIANCE WITH LAWS As between the Parties, Vyve will obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Vyve's operation and provision of the Services as contemplated in this Master Agreement, and Customer shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Customer's use of the Services as contemplated herein. Unless specified otherwise in this Master Agreement, each Party shall give all notices, pay all fees and comply with all laws, ordinances, rules and regulations relating to its performance obligations specified in this Master Agreement. Page 15 of 24 22. MEDIATION ANY DISPUTE ARISING UNDER THIS MASTER AGREEMENT SHALL, PRIOR TO THE INITIATION OF ANY SUIT, BE SUBMITTED TO MEDIATION. THE PARTIES WILL COOPERATE IN SELECTING A QUALIFIED MEDIATOR FROM A PANEL OF NEUTRAL MEDIATORS HAVING EXPERIENCE IN THE TELECOMMUNICATIONS AND BROADBAND INTERNET INDUSTRY. THE PARTIES SHALL SHARE EQUALLY IN THE COSTS OF MEDIATION. ANY DISPUTE THAT CANNOT BE RESOLVED THROUGH MEDIATION WITHIN NINETY (90) DAYS OF SUBMITTING THE DISPUTE TO MEDIATION, MAY BE RESOLVED BY APPLICABLE LEGAL PROCESS. 23. MISCELLANEOUS a. This Master Agreement shall be governed and construed in accordance with applicable federal law or the laws of the state where Customer receives Service(s) from Vyve. b. In the event that any portion of this Master Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth herein and the remainder of this Master Agreement shall remain in full force and effect. c. No waiver of any breach or default here under shall be deemed to be a waiver of any preceding or subsequent breach or default. d. Customer may not assign this Master Agreement without the prior written consent of Vyve, and any assignment in violation of this Section shall be null and void. Vyve may assign its rights and obligations under this Master Agreement including, without limitation, in whole or in part, to any affiliate without the prior written approval of or notice to Customer. Customer understands and agrees that, regardless of any such assignment, the rights and obligations of Vyve herein may accrue to, or be fulfilled by, any affiliate, as well as by Vyve and/or its subcontractors. e. Neither party may not issue a press release, public announcement or other public statements regarding this Master Agreement without the other party's prior written consent. Page 16 of 24 f. Claims related to this agreement must be brought within the relevant statute of limitations as set forth in the laws of the State of Texas. g. There are no third party beneficiaries to this Master Agreement. The Parties to this Master Agreement are independent contractors and nothing herein shall be construed to create a joint venture of any kind. h. Any notice under this Master Agreement shall be given in writing and shall be deemed to have been given when actually received by the other Party. Notices shall be delivered to Customer and Vyve at the respective addresses set forth on the Service Order, or to such other address as is provided by one Party to the other in writing. i. The provisions of Sections 4 S 9 10 12 14 15 16. 22 and 23 shall survive the termination or expiration of this Master Agreement. j. No modification of any provision of this Master Agreement shall be valid unless set forth in a written instrument signed by both Parties; provided that if the Parties execute a successor master agreement, then any Service Orders then currently in effect shall be governed by such successor master agreement and this Master Agreement shall terminate. k. Customer agrees that its use of the Vyve website shall comply with the Vyve Website Privacy Policy available on our website at http://vyvebroadband.com/company/policies. 1. Vyve, in compliance with the laws of the State of Texas, will execute the Form 1295, notice of interested parties, provided by Customer for filing with the Texas Ethics Commission. m. Vyve, in compliance with the laws of the State of Texas, agrees that it does not and will not boycott the State of Israel. Page 17 of 24 Page 18 of 24 Page 19 of 24 ATTACHMENT C ADDITIONAL TERMS AND SERVICE LEVEL AGREEMENT APPLICABLE FOR VYVE BROADBAND ENTERPRISE CLASS FIBER SERVICES ("FIBER SERVICE") The terms and conditions set forth in this AttachmentmmC (the "Additional Terms and Conditions") apply solely to the Fiber Service. In the event any term or condition of the Additional Terms and Conditions is inconsistent with any term or condition set forth in the General Terms and Conditions, the Additional Terms and Conditions shall prevail. i. Construction of Interconnection Facilities Link and Demarcation Point. i.i Unless otherwise agreed to in the Service Order, Customer shall, at its sole cost and expense, pay Vyve to construct such facilities (the "Construction Fee") as are reasonably necessary to interconnect Vyve's existing facilities to certain of Customer's facilities (hereinafter, such new construction shall be referred to as the "Interconnection Facilities") at a location identified in the Service Order (the "Demarcation Point(s)"), but in no event to a point greater than fifty (50) feet inside any building. Construction Fees are exclusive of any MRFs, Taxes, Fees and Other Charges. 1.2 Construction Activities. The construction of the Interconnection Facilities shall be performed by Vyve and/or by construction contractors and suppliers selected by Vyve in its sole and absolute discretion. Customer shall use commercially reasonable efforts to assist Vyve so as to minimize the cost of construction and shall further cooperate with Vyve in all ways reasonably necessary for Vyve to complete the Interconnection Facilities. Customer shall be responsible for all construction -related activities from and after the Demarcation Point(s). Construction specifications shall be governed by the requirements set forth in the National Electric Safety Code. 1.3 Construction Permits and Other Authorizations. Vyve shall use its commercially reasonable efforts to obtain all necessary permits, licenses or similar grants of authority to construct the Interconnection Facilities and Demarcation Point(s). Customer shall cooperate and use its commercially reasonable efforts to assist 'Vyve in filing the appropriate documentation required to obtain any permits, licenses or similar grants of authority needed to construct the Interconnection Facilities and Demarcation Point(s). After obtaining all necessary permits, licenses or similar grants of authority, Vyve shall use its commercially reasonable efforts to complete the construction of the Interconnection Facilities and Demarcation Point(s) on or before that date set forth in the Agreement. 2. Maintenance and Repair of the Interconnection Facilities and Demarcation Pointsj. Vyve shall promptly perform maintenance andrepair of the Interconnection Facilities and Demarcation Point(s) in accordance with industry standards and shall use not less than its commercially reasonable efforts to repair any damage that results in an interruption of the Fiber Service; provided, however, Customer shall promptly remit payment to Vyve within thirty (30) days of Vyve's billing therefor at Vyve's then -existing applicable rates for materials and labor (including any applicable overtime), for maintenance or repair arising out of or relating to Customer's or its employees' and its agents' negligence or intentional misconduct. Customer shall provide written notice to Vyve of any operational problems with the Fiber Service, Interconnection Facilities and Demarcation Points and will cooperate with Vyve to effect any needed repairs. s. Service Level Commitment. 3.1 Network Availabili The Vyve network shall be available for use by Customer with the Fiber Service provided under the Agreement at least 99.99% of the time as measured over the then current monthly period ("Network Availability"). Network Availability shall be calculated by dividing Page 20 of 24 the number of minutes that the Services are available for Customer's use by the total number of minutes of such calendar month and multiplying the result by 100. In calculating Network Availability, Service Interruptions (as defined below) resulting from the reasons or causes set forth in Section 34 of these Additional Terms and Conditions shall not be included in determining whether Vyve has metthe applicable performance standard for Network Availability. For example, if the Fiber Service experiences an outage for one (1) day due to a Force Majeure Event, and otherwise experience no other outage or Service Interruption (as defined in Section 5." 2) during the applicable month, Vyve will be deemed to have met the Network Availability performance standard of 99.99%. 3.2 Service Interruption. A "Service Interruption" means a total loss of Fiber Service. A Service Interruption is not a default under the Agreement, but may entitle Customer to credits as provided in these Additional Terms and Conditions. A Service Interruption period begins when Customer makes a Trouble Report (as defined below) to Vyve under the methods and procedures set forth in Section 4 of these Additional Terms and Conditions and ends when Vyve restores the Fiber Service to Customer. 3.3 Service Interruption Credits for Network Availability. A Credit Allowance will be given in any month during the term of the Agreement when there is a Service Interruption that qualifies for a credit allowance. The amount of the Credit Allowance shall be as follows: our (4) or more continuous A credit of 1/30 of the MRF for the month in which such ours ofa Service four (4) hour Service Interruption occurred. Not more iterruption than one (1) credit will be issued for any one (1) day iperiod regardless of the number of qualifying Service nterruptions in such 24 hour period. 3.4 Exce _ tions to Credit Allowance. Credit Allowances shall not be provided for Services Interruptions: (i) caused by Customer, its employees, agents or subcontractors; (ii) due to failure of power not caused by Vyve; (iii) during any period in which Vyve is not allowed access to the premises of Customer to access Vyve equipment; (iv) due to scheduled maintenance and repair, or during the maintenance window; (v) caused by or due to violations of the AUP; (vi) caused by fiber optic cable cuts on the Customer's property which are not the fault of Vyve; (vii) caused by a failure of the Customer's customer equipment or internal wiring or loss of other service supplied by Customer; or (viii) due to Force Majeure Events. In no event shall a Service Interruption Credit Allowance exceed one (1) month's monthly recurring fees ("MRF") in any thirty (30) day period regardless of the number or duration of Service Interruptions. a.s Major Outage. If three (3) times during the term of the Agreement, the Fiber Service to the Customer experiences a Network Availability outage that falls below the 99.99% agreement, other than as a result of the causes set forth in Section 3.4 above, Customer may terminate this Agreement without charge or payment of any termination charges otherwise provided in the Agreement; provided Customer complies with the notification process described in this Section 3.5. Within thirty (30) days of the occurrence of the third MajorOutage, Customer shall notify Vyve in writing of its election to terminate the Agreement and the Agreement shall terminate upon Vyve's receipt of such notice. If Customer fails to notify Vyve within thirty (30) days of the third Major Outage of its intent to terminate, then Customer shall be deemed to have waived its right to terminate the Agreement under this Section 3.5 until the occurrence of a subsequent Major Outage, if any. Upon termination under this Section 3.5 neither party shall have any further rights, obligations, or liabilities to the other party, except Customer obligations that accrued through the termination date, and those obligations that Page 21 of 24 expressly survive termination of the Agreement. 4. Trouble Re ports. A "Trouble Report" means any report made by Customer relating to the Services that describes the time, location and nature of the outage. Vyve shall maintain a twenty-four (24) hour, seven (7) days -a -week point -of -contact for Customers to report Service troubles, outages or Service Interruptions. Customer shall call 888-525-1619 to make Trouble Reports. In the event Vyve receives a Trouble Report from Customer, Vyve shall use its commercially reasonable efforts to respond within four (4) hours. Page 22 of 24 ATTACHMENT D ADDITIONAL TERMS APPLICABLE FOR VYVE TECHNOLOGY SOLUTIONS ("VTS Services") 1. All VTS Services: Customer understands and agrees that all VTS Services are subject to the licenses, representations, warranties, limitations of liability, indemnification and other terms contained in the service agreements and terms and conditions with the underlying services, that form a part of the VTS Services. Except as expressly provided in these Additional Terms, Vyve does not provide any other representations and warranties with respect to such underlying services. 2. Cloud Managed Security ("CMS") Services: CMS General Terms: 1. Any equipment /licensing provided as part of the CMS Services are owned and fully maintained by Vyve. 2. Vyve will provide the CMS Services, policies, manage configurations and perform necessary updates on managed device(s). 3. Vyve will manage, implement, and maintain security settings and policies on the managed device(s) pursuant to Customer's request/approval. 4. Vyve will assist in configuration, implementation, and management of managed device(s) related to network services such as VPN's, Static Routes, NAT, PAT, DHCP services, QoS, etc. 5. Vyve will troubleshoot managed device(s) related issues and outages. 6. Fees for MAC (moves, additions, changes) or any other issues not described in this Additional Terms or the Agreement and not directly related to the CMS Services will be in addition to the monthly Agreement fee. 3. Data Protection Solution ("DPS") Services: DPS General Terms: 1. Any equipment /licensing provided as part of the DPS Services are owned and fully maintained by Vyve. 2. Vyve will provide the DPS Services, policies, manage configurations and perform necessary updates on managed device(s) and/or solution(s). 3. Vyve will troubleshoot provider side related issues and outages. 4. Fees for any other issues not described in this Additional Terms or the Agreement, including installation or setup for additional agents and/or other sub -services not included in the Agreement and any other issues not directly related to the DPS Services will be in addition to the monthly Agreement fee. 5. Fees for data recovery restoration and system restoration are considered outside the scope of the DPS Services and will also be in addition to the monthly Agreement fee. 4. Office Productivity Solution ("OPS") Services: OPS General Terms: 1. Any equipment/licensing provided as part of the OPS Services will be owned and fully maintained by Vyve. 2. Vyve will maintain subscription services, policies, manage configurations and perform necessary updates on managed device(s) and/or solution(s). 3. Vyve will troubleshoot provider -side related issues and outages. 4. Fees for any other issues not described in this Additional Terms or the Agreement, including setup for additional Page 23 of 24 mailboxes, end user password management, and/or other add-on sub -services not included in the original OPS package as well as any other issues not directly related to the OPS Services will be in addition to the monthly Agreement fee. 5. Endpoint Server/Desktop Management ("ES/DM") Services: ES/DM General Terms: 1. Any software /licensing provided as part of the ES/DM Services will be owned and fully maintained by Vyve. 2. Vyve will maintain agreement services, policies, manage configurations and perform necessary updates on managed device(s) and/or solution(s). 3. Vyve will troubleshoot provider side related issues and outages. 4. Fees for any other issues not described in this Additional Terms or the Agreement, including installation or setup for additional agents and/or other sub -services not included as part of the initial onboarding of the ES/DM Services and any other issues not directly related to the ES/DM Services will be in addition to the monthly Agreement fee. 5. Fees for all remediation actions taken in response to issues identified by Vyve's ES/DM Services solution will be in addition to the monthly Agreement fee (for example, hardware replacement, software or systems reconfiguration, malware/spyware/adware and virus removal). Page 24 of 24 W ATTACHMENT C ADDITIONAL TERMS AND SERVICE LEVEL AGREEMENT APPLICABLE FOR VYVE BROADBAND ENTERPRISE CLASS FIBER SERVICES ("FIBER SERVICE") [ As referenced from and in part to: Vyve's "Business Services Subscriber Agreement" littps://www.v, ebroa.dband.com/frolic es/ ] The terms and conditions set forth in this Attachmentm_C (the "Additional Terms and Conditions") apply solely to the Fiber Service. In the eventany term or condition of the Additional Terms and Conditions is inconsistent with any term or condition set forth in the General Terms and Conditions, the Additional Terms and Conditions shall prevail. s. Construction of Interconnection Facilities Link and Demarcation Point. i.1 Unless otherwise agreed to in the Service Order, Customer shall, at its sole cost and expense, pay Vyve to construct such facilities (the "Construction Fee") as are reasonably necessary to interconnect Vyve's existing facilities to certain of Customer's facilities (hereinafter, such new construction shall be referred to as the "Interconnection Facilities") at a location identified in the Service Order (the "Demarcation Point(s)"), but in no event to a point greater than fifty (50) feet inside any building. Construction Fees are exclusive of any MRFs, Taxes, Fees and Other Charges. 1.2 Construction Activities. The construction of the Interconnection Facilities shall be performed by Vyve and/or by construction contractors and suppliers selected by Vyve in its sole and absolute discretion. Customer shall use commercially reasonable efforts to assist Vyve so as to minimize the cost of construction and shall further cooperate with Vyve in all ways reasonably necessary for Vyve to complete the Interconnection Facilities. Customer shall be responsible for all construction -related activities from and after the Demarcation Point(s). Construction specifications shall be governed by the requirements set forth in the National Electric Safety Code. 1.3 Construction Permits and Other Authorizations. Vyve shall use its commercially reasonable efforts to obtain all necessary permits, licenses or similar grants of authority to construct the Interconnection Facilities and Demarcation Point(s). Customer shall cooperate and use its commercially reasonable efforts to assist Vyve in filing the appropriate documentation required to obtain any permits, licenses or similar grants of authority needed to construct the Interconnection Facilities and Demarcation Point(s). After obtaining all necessary permits, licenses or similar grants of authority, Vyve shall use its commercially reasonable efforts to complete the construction of the Interconnection Facilities and Demarcation Point(s) on or before that date set forth in the Agreement. z. Maintenance and Re air of the Interconnection Facilities and Demarcation Point(s). Vyve shall promptly perform maintenance and repair of the Interconnection Facilities and Demarcation Point(s) in accordance with industry standards and shall use not less than its commercially reasonable efforts to repair any damage that results in an interruption of the Fiber Service; provided, however, Customer shall promptly remit payment to Vyve within thirty (30) days of Vyve's billing therefor at Vyve's then -existing applicable rates for materials and labor (including any applicable overtime), for maintenance or repair arising out of or relating to Customer's or its employees' and its agents' negligence or intentional misconduct. Customer shall provide written notice to Vyve of any operational problems with the Fiber Service, Interconnection Facilities and Demarcation Points and will cooperate with Vyve to effect any needed repairs. 3. Service Level Commitment. 3.1 Network Availabilit . The Vyve network shall be available for use by Customer with the Fiber Service provided under the Agreement at least 99.99% of the time as measured over the then current monthly period ("Network Availability"). Network Availability shall be calculated by dividing the number of minutes that the Services are available for Customer's use by the total number of minutes of such calendar month and multiplying the result by 100. In calculating Network Availability, Service Interruptions (as defined below) resulting from the reasons or causes set forth in Section 3.4 of these Additional Terms and Conditions shall not be included in determining whether Vyve has metthe applicable performance standard for Network Availability. For example, if the Fiber Service experiences an outage for one (1) day due to a Force Majeure Event, and otherwise experience no other outage or Service Interruption (as defined in Section 5.2) during the applicable month, Vyve will be deemed to have met the Network Availability performance standard of 99.99%. 3.2 Service Interruption. A "Service Interruption" means a total loss of Fiber Service. A Service Interruption is not a default under the Agreement, but may entitle Customer to credits as provided in these Additional Terms and Conditions. A Service Interruption period begins when Customer makes a Trouble Report (as defined below) to Vyve under the methods and procedures set forth in Section 4 of these Additional Terms and Conditions and ends when Vyve restores the Fiber Service to Customer. 3.3 Service Interruption Credits for Network Availability. A Credit Allowance will be given in any month during the term of the Agreement when there is a Service Interruption that qualifies for a credit allowance. The amount of the Credit Allowance shall be as follows: Four (4) or more continuous ,k credit of 1/30 of the MRF for the month in which such hours ofa Service four (4) hour Service Interruption occurred. Not more Interruption than one (1) credit will be issued for any one (1) day period regardless of the number of qualifying Service nterruotions in such 24 hour period. 3.4 Exceptions to Credit Allowance Credit Allowances shall not be provided for Services Interruptions: (i) caused by Customer, its employees, agents or subcontractors; (ii) due to failure of power not caused by Vyve; (iii) during any period in which Vyve is not allowed access to the premises of Customer to access Vyve equipment; (iv) due to scheduled maintenance and repair, or during the maintenance window; (v) caused by or due to violations of the AUP; (vi) caused by fiber optic cable cuts on the Customer's property which are not the fault of Vyve; (vii) caused by a failure of the Customer's customer equipment or internal wiring or loss of other service supplied by Customer; or (viii) due to Force Majeure Events. In no event shall a Service Interruption Credit Allowance exceed one (1) month's monthly recurring fees ("MRF") in any thirty (30) day period regardless of the number or duration of Service Interruptions. 3.5 Ma'or Outa Re. If three (3) times during the term of the Agreement, the Fiber M Service to the Customer experiences a Network Availability outage that falls below the 99.99% agreement, other than as a result of the causes set forth in Section 3.4 above, Customer may terminate this Agreement without charge or payment of any termination charges otherwise provided in the Agreement; provided Customer complies with the notification process described in this Section 3.5. Within thirty (30) days of the occurrence of the third MajorOutage, Customer shall notify Vyve in writing of its election to terminate the Agreement and the Agreement shall terminate upon Vyve's receipt of such notice. If Customer fails to notify Vyve within thirty (30) days of the third Major Outage of its intent to terminate, then Customer shall be deemed to have waived its right to terminate the Agreement under this Section 3.5 until the occurrence of a subsequent Major Outage, if any. Upon termination under this Section 3.5, neither party shall have any further rights, obligations, or liabilities to the other party, except Customer obligations that accrued through the termination date, and those obligations that expressly survive termination of the Agreement. a. Trouble -Report . A "Trouble Report" means any report made by Customer relating to the Services that describes the time, location and nature of the outage. Vyve shall maintain a twenty-four (24) hour, seven (7) days -a -week point -of -contact for Customers to report Service troubles, outages or Service Interruptions. Customer shall call 844-898-3266 to make Trouble Reports. In the event Vyve receives a Trouble Report from Customer, Vyve shall use its commercially reasonable efforts to respond within four (4) hours.