HomeMy WebLinkAbout2023 Agreement US Signal Information TechnologyLI C'
By and Between
215399-MSA-23032901
III IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
MASTER SERVICE AGREEMENT
US Signal Company, L.L.C.
201 Ionia Avenue, SW
Grand Rapids, Michigan 49503
('US Signal")
Contact person for purposes of Section 10.3:
Attention: Contracts
Telephone: (616) 988-7000
Fax: (616)988-0414
Email: Contracts(dwssignal_com
CC: Nathan W. Steed
Warder, Norcross & Judd, L.L.P.
1500 Warner Building
150 Ottawa Avenue NW
Grand Rapids, MI 49503
Contact Email Address(es)
Billing Email Address:
Maintenance Notification:
Security Notification:
And
City of Oshkosh
215 Church Ave
Oshkosh, WI 54903-1130
('Customer")
Attention: Tony Neumann
Telephone: (920) 23E5148
Fax:
Email: tneumann@ci.oshkosh.wi.us
CC: sschimmel-olson@ci.oshkosh.wi.us
ap@ci.oshkosh.wi.us
sschimmel-olson@ci.oshkosh.wi.us
sschimmel-olson@ci.oshkosh.wi.us
ARTICLE 1
MASTER AGREEMENT, SERVICE SCHEDULES AND ORDERING DOCUMENTS
Section 1.1 Meaning of Terms
'Agreement or "Master Service Agreement" means this Master Service Agreement. Any capitalized term which is
defined in this Agreement shall have the same meaning when used in any Service Schedule, OFS, SS Requests, MS
Request, SOWS, and/or SOW Change Orders unless the language or context requires otherwise. US Signal and
Customer are sometimes referred to individually in this Agreement as a'Party' and collectively as the 'Parties.'
Section 1.2 Master Service Agreement; Service Schedules
The purpose of this Agreement is to provide a framework within which Customer may purchase services from US
Signal. This Agreement contains general contractual terms for all services to be provided by US Signal (the "Services").
Additional terms and conditions that apply to each type of Service are set forth in service schedules whether attached
hereto or executed by the Parties after the Effective Date (each a "Service Schedule"). These additional terms and
conditions shall apply only ff the specific type of Service covered by the applicable Service Schedule is purchased by
Customer. US Signal may make changes to the Network Service Exhibit, Cloud Service Exhibit, Managed Service
Exhibit, Support Service Exhibit and Data Center Service Exhibit, collectively ('Service Exhiblts") in order to add new
or improved Services, substitute Services for improved performance or simply discontinue a Service (collectively
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'Product Updates"). US Signal will not materially diminish the Services without first providing notice to Customer.
Customer shall periodically check the links for such Product Updates. The following Service Schedules are attached to
this Agreement (check if applicable):
Service Schedule - Network Services
Service Schedule - Data Center
29 1 Service Schedule - Cloud
Section 1.3 Ordering PrGcadures
Customer may at any time request for US Signal to provide a Service by submitting to US Signal an Ordering Document
as defined below, in a form provided by US Signal in accordance with the following procedures, collectively referred to
as the ('Ordering Procedures"):
a) For Network, Data Center and Cloud Services: Customer may at any time request for US Signal to provide these
Services by submitting to US Signal an Order for Service ("OFS") in a form provided by US Signal and in
accordance with the procedures set forge in the Ordering and Operations Exhibit available at
htlos://ussignal.com4egal/msaorderine-ooerabons-exhibit.
b) For Managed Services: Customer may from time to time request new or changes to its Managed Services by
submitting to US Signal either an OFS or Managed Service Request ("MS Request") in a form provided by US
Signal in accordance with the procedures set forth in the Ordering and Operations Exhibit at
htms:/lussional.mmAmal/msa-ordehnooDemUons-exhibit.
c) For Support Services: Customer may from time to time request new Support Services by submitting to US Signal
a Support Service Request ('SS Request) in accordance with the Ordering and Operations Exhibit set forth at
https://ussional.mm/legal/msa-orderinuommtions-exhibib
d) For Professional Services: The Parties shall execute a Statement of Work ('SOW) that will describe the
professional services to be performed by US Signal, applicable pricing and other appropriate terms and conditions.
Any subsequent changes to the SOW shall be agreed to in writing by both Parties through a change order ('SOW
Change Order").
e) Customer may purchase block hours of time for either Professional Services or Support Services at a reduced rate
('Block Hours') via an OFS.
The OFS, MS Request, SS Request, SOW or SOW Change Order may individually be referred to as an "Ordering
Document or collectively "Ordering Documents".
Section 1.4 Order of Precedence
Each Service Schedule, Exhibit as defined in the Network, Data Center and Cloud Service Schedules and Ordering
Document shall be incorporated into the Agreement. In the event of any conflict between this Agreement and the terms
of any of the Service Schedules, Exhibits and the applicable Ordering Dmument(s), precedence will be given in the
following order:
a) For Network Services, Data Center Services, and Cloud Services, (i) the OFS, but solely with respect to the
Services covered by that OFS; (ii) the applicable Exhibit; (III) the applicable Services schedule; and (iv) this
Agreement.
d) For a Managed Service: (i) the MS Request or OFS but solely with respect to the Services covered by that ME
Request or OFS; (H) the Managed Service Exhibit to the Cloud Service Schedule but solely with respect to the
Service covered by the Managed Service Exhibit; (iii) the Cloud Service Schedule but solely with respect to the
Service covered by the Cloud Service Schedule; and (iv) this Agreement.
e) For Support Services: (i) the SS Request but solely with respect to the Service covered by that SS Request; (ii)
the Support Service Exhibit W the Cloud Service Schedule but solely with respect to the Service covered by the
Support Service Exhibit; (iii) the OFS for Block Hours, If any; (iv) the Cloud Service Schedule but solely with respect
to the Service covered by the Cloud Service Schedule; and (v) the Agreement.
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t) For Professional Services: (i) the SOW Change Order but solely with respect to the Service covered by that SOW
Change Order, (ii) the SOW but solely with respect to the Service covered by that certain SOW; (in) the OFS for
Block Hours, if any; and (iv) the Agreement.
ARTICLE 2
CHARGES AND PAYMENT TERMS
Section 2.1 Charges
Customer shall pay to US Signal all rewiring and non -retuning charges for the Services at the rates and charges set
forth on the applicable Ordering Document.
Section 2.2 Invoicing and Payment Terms
Customer must provide US Signal thirty (30) days written notice of any changes to the email address(es) designated
on page one (1) of this Agreement ('Billing Email Address"). All changes must be emailed to AR Mussignal.com. Al
charges not subject to a good faith dispute shall be due and payable by Customer to US Signal within twenty-five (25)
days of the invoice date ('Due Date"). All disputed claims shall include the billing account number, circuit identification
number and a dispute explanation, and should be submitted to US Signal at Dispute@uwignal.com ('Dispute Email
Address) within thirty (30) days of the invoice date of the invoice containing the dispute. Customer waives the right
to dispute any charges not disputed within such thirty (30) day period. Customer shall make payment in U.S. dollars to
US Signal by check or, at Customers option, by electronic funds transfer to an account reasonably designated by US
Signal no later than the Due Date. For all Services, billing shall commence on the First Day of Availability, as defined
in the Ordering and Operations Exhibit. Monthly Recurring Charges ('MRC') shall be invoiced monthly. US Signal's
billing cycle will follow the calendar month. A pro -rated portion of the first month's Service will be included on the first
invoice plus the next month's Service in advance. Non -Recurring Charges ('NRC') will be included on the invoice for
the applicable installation or Service changes as directed by Customer.
Section 2.3 Late Payments
If any undisputed amount is not paid when due, US Signal may impose a late charge in an amount equal to one and
one-half percent (1 'h%) (or the maximum legal rate, if less) of the unpaid balance per month. In the event a payment
is received by US Signal and is returned for insufficient funds or bank charges, Customer shall reimburse US Signal
for all associated processing charges as wall the late charge to the extent applicable. Customer will reimburse US
Signal for all expenses US Signal incurs, including reasonable attorney fees, in collecting any amounts past due under
this Agreement.
Section 2.4 Credit Approval and Deposit
a) Customer acknowledges that delivery of the Services is subject to the continuing approval by US Signal of
Customers creditworthiness. Customer shall furnish financial information as US Signal may from time to time
reasonably request to determine Customers creditworthiness.
b) Customer fuller acknowledges that Customer may be required to pay a deposit before delivery of the Services is
authorized by US Signal. Upon termination of the Service under an Ordering Document that is subject to a security
deposit, US Signal will refund to Customer the balance of the deposit (not otherwise credited against any amounts
owed to US Signal), together with any interest on such deposit at the prevailing rate required by Law.
Section 2.5 Taxes and Assessments
Customer is responsible for the payment of all governmental assessments, surcharges, and fees pertaining to its use
of the Services (other than taxes on US Signal's net income). US Signal shall not invoice Customer for taxes If
Customer provides US Signal with, and maintains, valid and properly executed certificate(s) of exemption for the taxes.
Such certificates of exemption must be reasonably acceptable to US Signal. Customer is responsible for all taxes up
until the time a valid certificate of exemption is provided to US Signal. If Customer fails to maintain the required tax
exemption cedificele(s), US Signal shall back -bill Customer for all applicable taxes.
ARTICLE 3
ILITIES OF CUSTOMER
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Section 3.1 Equipment Hardware and Software
a) Customer is responsible for the installation, operation, and maintenance of hardware or software not provided by
US Signal. US Signal is not responsible for the transmission or reception of information by such hardware or
software.
b) Customer is responsible forme selection, use and compatibility ofhardware or software not provided by US Signal.
If hardware or software not provided by US Signal impairs Customer's use of the Services, Customer is
nonetheless liable for payment for Services. If US Signal notifies Customer that the hardware or software not
provided by US Signal is causing or is likely to cause interference, Customer must eliminate such interference. US
Signal may suspend the provision of Service until such interference is connected. If requested by Customer, US
Signal may, at its thencumant rates, assist Customer with resolving technical difficulties caused by hardware or
software not provided by US Signal.
c) If Customer provides its own equipment to interface with the Services, Customer is responsible for the installation,
maintenance, and configuration of the equipment.
d) For the sole purpose of enabling Customer to use Services, US Signal grants to Customer a non-exclusive and
non -transferable license to use software that may be provided with or included in the Services. US Signal or its
suppliers retain title and property fights to US Signal -provided software and equipment, whether or not it is
embedded in or attached to realty. Customer neither owns nor will it acquire any claim or right of ownership to (i)
any US Signal -provided equipment not purchased by Customer; (it) any software (including all subsequent copies
of the software and product keys provided by third parties whereby the keys are for Customers exclusive use and
continued use of such keys beyond termination of any Service order or this Agreement is prohibited) and
associated documentation (including copies); and (III) any IF addresses assigned to Customer.
e) US Signal is responsible for maintaining its software and hardware in accordance with the terms of this Agreement.
Customer agrees not to open, alter, misuse, tamper with or remove the software and equipment required to operate
the Service. Customer will not remove any markings or labels or serial numbers from the equipment. If the
equipment is damaged, destroyed, lost or stolen while in Customers possession, Customer shall be liable for the
cost of repair or replacement of such equipment. Customer will safeguard the equipment from loss or damage of
any kind and will not penult anyone other than an authorized representative of US Signal to perform any work on
the equipment. Prior to installation of the hardware, Customer shall notify US Signal of any special requirements
regarding the placement of the hardware at Customers promises to accommodate all Customers employees,
agents and contractors with a physical disability who are tasked with monitoring such hardware in order to perform
their job functions. Any request, post installation, to relocate the hardware will result in additional non -recurring
charges.
Section 3.2 Customer Premises
Customer shall allow US Signal access W Customer premises to the extent reasonably determined by US Signal for
the performance of any acts required by an Ordering Document. US Signal shall notify Customer at lead five (5) days
in advance of any regularly scheduled maintenance that will require access to Customer premises. Customer will
provide a safe place to work and comply with all applicable Laws regarding the working conditions on Customer
premises. 'Laws" means any federal, state, local or foreign law (statutory, common or otherwise), or other similar
requirement enacted, adopted, promulgated or applied by a governmental authority that is binding upon or applicable
to a Parry
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 4.1 Mutual Representations and Warranties
Each Party represents, warrants and covenants that, as of the Effective Date and continuing throughout the term of
this Agreement: a) It is a corporation duly incorporated, validly existing and in good standing under the laws of the state
in which it is incorporated, and in good standing in each others jurisdiction; b) It has the authority to enter into this
Agreement, each Service Schedule and Ordering Document; and c) It shall comply with all Laws in connection with the
Services and otherwise under this Agreement.
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Section 4.2 US Signal Representations, Warranties and Covenants
US Signal represents, warrants and covenants that:
a) It will perform the Services in a diligent, professional and workmanlike fashion
b) It will provision the services to operate within the technical standards of performance or service levels, if any, set
forth in the applicable Service Schedule, Exhibit or Ordering Document. Customers sole and exclusive remedy
for any failure m meet the applicable technical standards of performance or service levels shall be as specified in
the applicable Service Schedule, Exhibit or Ordering Document.
Section 4.3 Disclaimer of Warranties
Customer assumes total responsibility for use of the services and applicable equipment. US Signal has no
responsibility for the security, loss, intrusion or unauthorized access of stored data or any loss or damage caused by
any action, omission or failure to comply with the terms of this Agreement by Customer. US SIGNAL MAKES NO
WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY SERVICE OR EQUIPMENT
PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH
WARRANTIES BY US SIGNAL ARE HEREBY EXCLUDED AND DISCLAIMED.
ARTICLE 5
Section 5.1 Unauthorized Access to Customizes Data or Use of Services
US Signal is not responsible for unauthorized access to Customers data or unauthorized use of the Services through
access provided by Customer to third parties. Customer is responsible for the use of the Services by any of
Customers employees, affiliates, officers, directors, shareholders, agents or representatives, or any other third party
to which Customer gives access to the Service, and any third party who gains access to Customers data or Services
as a result of Customers failure to use reasonable security precautions, even If such access was not authorized by
Customer.
Section 5.2 Definitions
As to any particular Confidential Information, the "Discloser' is the Party disclosing the Confidential Information and
the "Recipient" is the Party receiving the Confidential Information. "Confidential Information' means information
designated as confidential or proprietary or which reasonably ought to be considered as confidential from its nature or
from the circumstances surrounding its disclosure, including all non-public financial information, customer lists and
employee data concerning the disclosing party, pending patents or trade secret information, or methodologies,
inventions, know-how, software programs, and software source documents and formula. "Confidential Information" also
includes information of a similar nature received by the disclosing party from a third party that the disclosing party is
obligated to beat as confidential, and information in combination with publicly known information where the nature of
the combination is not publicly known. Customer Proprietary Network Information("CPNf), as defined by United States
Code 47 U.S.C. § 222(h) (1), shall be considered to be the Confidential Information of Customer. The obligations set
forth in this Article 5 shall not apply to any information that (a) before the time of its disclosure was already in the lawful
possession of the Recipient; (b) at the time of its disclosure to Recipient is available to the general public or after
disclosure to Recipient by Discloser becomes available to the general public through no wrongful act of the Recipient;
or (c) Recipient demonstrates to have been lawfully independently developed by Recipient without the use of or reliance
upon any Confidential Information of the Discloser and without any breach of this Agreement.
Section 5.3 Restrictions on Use; Non -Disclosure
a) The Recipient shall not disclose or use any Confidential Information of the Discloser except as reasonably
necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the Disclosers prior
written permission. The Recipient shall only disclose Confidential Information to a third party that agrees to
maintain the confidentiality of all Confidential Information under similar terms hereof.
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b) During the term of this Agreement, Customer will designate an account representative who has the authority to
request Customers CPNI under this Agreement through its dedicated US Signal account representative.
c) US Signal shall comply with its data security policies and procedures and all applicable privacy laws.
Section 5.4 Disclosures Required by Law
If Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose
Confidential Information, then Recipient may disclose the requested Confidential Information; provided however, that,
Recipient shall first notify the Discloser prior to disclosure, if allowed by law, in order to give the Discloser a reasonable
opportunity to seek an appropriate protective order or waive compliance with the terms of this Agreement and shall
disclose only that part of the Confidential Information which Recipient is required to disclose.
Section 5.5 CPNI
Customer authorizes US Signal to disclose CPNI: 1) to any designated person(s) via written letter of authorization; and
2) to a lawful requirement or request from a court or governmental agency. Except as otherwise expressly permitted
herein, US Signal agrees that it will not: 1) use the CPNI for any purpose other than to further the purpose of this
Agreement; and 2) disclose or reveal the CPNI to any person or entity other than its employees, directors, officers, and
consultants who have a need to know to further the purpose of this Agreement.
Section 5.6 Disposal of Confidential Information
Recipient agrees to return to Discloser all copies of Confidential Information promptly upon Disclosers request at any
time. If return is impossible as to any portion of the Confidential Information, then Recipient shall certify to Discloser
promptly that all such Confidential Information of Discloser, including all copies thereof, has been totally and
pernanent y destroyed.
Section 5.7 Remedies
The Parties acknowledge and agree that a breach of this Article 5 by either Party will cause continuing and irreparable
injury to the others business as a direct result of any such violation, for which the remedies at law will be inadequate,
and that Discloser shall therefore be entitled, in the event of any actual or threatened violation of this Article by
Recipient, and in addition to any other remedies available to it, to a temporary restraining order and to injunctive relief
against the other Party to prevent any violations thereof, and to any other appropriate equitable relief.
Section 5.8 NDA
In the event Customer and US Signal have entered into a separate non -disclosure agreement ("NDA") and there is a
conflict between the terms of the NDA and this Agreement, the terms of this Agreement shall control.
ARTICLE 6
INDEMNIFICATION
Section 6.1 Indemnification by US Signal
US Signal shall indemnify, defend, and hold harmless Customer and its officers, directors, agents and employees from
and against any and all demands, causes of action, losses, damages, fines, penalties, and claims, and all related costs
and expenses (including reasonable attorneys' fees) (collectively referred to as "Losses') arising out of or in any
manner relating to: (a) claims by a third party for patent, copyright, trademark infringement or infringement of any other
intellectual property right relating to the use of the Services; (b) violation by US Signal of any applicable Law; or (c)
damage to property or personal injury (including death) arising out of the gross negligence or willful ads or omissions
of US Signal.
Section 6.2 Indemnification by Customer
Customer shall indemnify, defend and hold harmless US Signal and its officers. directors, agents and employees, from
and against any and all Losses arising out of or in any manner relating to: (a) violation of any law by Customer, (b) any
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claim for withholding or other taxes that might anise or be imposed due to this Agreement or the performance hereof;
(c) damage to property or personal injury (including death) arising out of the gross negligence or willful acts oromissions
of Customer; or (d) claims by a third party arising out of or related to the use or misuse of any Service.
Section 6.3 Indemnification Procedures
Each Party shall pmmpdy, and in writing, notify the other Party of any claim as to which I intends to seek indemnification
under this Agreement, and shall take such action as may be necessary to avoid default or other adverse consequences.
The indemnifying party shall have the right to select counsel and to control the defense; provided, that the indemnified
party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in
the handling of the claim. The indemnified party shall provide cooperation and participation of its personnel as required
for the defense at the cost and expense of the indemnifying party.
ARTICLE 7
LIMITATIONS OF LIABILITY
NEITHER PARTY NOR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, CONTRACTORS, OR SUPPLIERS, SHALL
BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL,
SPECIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST
REVENUES, AND LOSS OF BUSINESS OPPORTUNITY) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE
IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER
THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE), EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. US SIGNAL'S LIABILITY TO
CUSTOMER AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS,
SUCCESSOR AND ASSIGNS FOR ANY BREACH ARISING OUT OF OR RESULTING FROM US SIGNALS
PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE
LIMITED IN ALL CASES TO DIRECT DAMAGES WHICH SHALL NOT EXCEED, (A) IN THE CASE OF SUPPORT
SERVICES OR PROFESSIONAL SERVICES, THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICE(S)
GIVING RISE TO CLAIM FOR DAMAGES; AND (B) IN THE CASE OF NETWORK, DATA CENTER, CLOUD OR
MANAGED SERVICES, THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDERING
DOCUMENT FOR THE SERVICES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE CLAIM FOR DAMAGES. THE FORGOING LIMITATIONS SHALL NOT APPLY TO US
SIGNAL'S OBLIGATIONS IN SECTION 6.1(C) OR TO US SIGNAL'S GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF THE UNAUTHORIZED DISCLOSURE
OF CUSTOMER DATA RESULTING FROM THE BREACH BY US SIGNAL OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, US SIGNAL'S LIABILITY SHALL NOT EXCEED TWO TIMES THE FEES PAID BY CUSTOMER IN
THE PRIOR TWELVE-MONTH PERIOD.
Section 7.2 No Liability for Certain Actions
US Signal shall not be liable to Customer for any claims or damages resulting from or caused by (a) unauthorized
access to transmission facilities or premises equipment, orfor unauthorized access to or a8eration, theft, or destruction
of data files, programs, procedure, or information through accident, wrongful means or devices, or any other method
where such unauthorized access is due to Customers fault, negligence or failure to perform Customers responsibilities;
(b) Customers fault, negligence or failure to perform Customers responsibilities; (c) claims against Customer by any
other party (except for third -parry claims indemnfied under Article 6 indemnification); (d) any act or omission of any
other Party, other than a subcontractor, vendor or provider used or contracted for by US Signal; or (a) equipment or
services fumished by a third party. US Signal is not responsible for the content of any information transmitted or
received through the Services.
ARTICLE 8
TERM
Section 8.1 Agreement
This Agreement shall commence on the Effective Date and continue until the last Ordering Document expires or is
terminated; unless this Agreement is sooner terminated in accordance with the terms of Article 9 (Termination) below.
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Section 8.2 Service Term
a) If applicable, an individual Service's term shall commence on either: 1) the First Day of Availability; or 2) the First
Date of Availability for Data Center, Cloud and Managed Services, as described in the Ordering and Operations
Exhibit, Section 1(c) and continue for the period of time specified on its OFS, unless sooner terminated in
accordancewith the terms of Article 9 (Termination) below (a "Service's Initial Tenn' or "SR"). Thereafter, the
SIT shall continue in effect on a month -to -month basis at the then current month -to -month rates (the "Service's
Renewal Tenn") unless either Party provides the other Party with wntten notice of its intention not to renew at
least thirty (30) days before expiration of the SIT. Either Party may terminate the Service during the Service's
Renewal Term upon thirty (30) days' prior written notice to the other Parry. The SIT and Service's Renewal Term
are sometimes individually and collectively referred to as the "Service Term'.
b) The SIT for any Service with more than one (1) Service ("Multisite Service(s)") shall commence according to the
First Day of Availability, of the first two (2) or more Services, if the same day, and subsequently on the assigned
First Day of Availability, as applicable of each Service accepted thereafter. Multisite Services may have multiple
SITs dependent upon the acceptance timeline for each underlying Service.
ARTICLE 9
TERMINATION
Section 9.1 Termination for Cause
Either Party shall have the right to terminate this Agreement and/or any Ordering Document upon written notice:
a) If the other Party defaults in the performance of any of its material obligations under this Agreement and such
default continues for a period of thirty (30) days after receipt of written notice specifying the nature of the breach.
In the case of nonpayment of fees, the cum period shall be ten (10) days.
b) If the other Party ceases conducting business in the normal course, admits its insolvency, makes an assignment
for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy,
receivership or reorganization (individually or collectively "Bankruptcy Proceedings'). For the avoidance of
doubt, such Bankruptcy Proceedings shall not be subject to a cum period as described in Section 9.1(a).
If Customer defaults in the performance of any of its material obligations under this Agreement and fails to cum such
default within the cum period specified above, US Signal may at its sole option do any or all of the following: (i) cease
accepting or processing Ordering Documents and/or suspend Services; (ii) cease all electronically and manually -
generated information and report; (iii) draw on any letter of credit, security deposit or other assurance of payment and
enforce any security interest provided by Customer, (iv) terminate this Agreement and/or the applicable Ordering
Document; or (v) pursue such other legal or equitable remedy or relief as may be available to US Signal. Anonpayment
or other default by Customer resuthng in the termination of the Agreement and/or applicable Ordering Document, shall
enfitle US Signal to collect from Customer the applicable early termination charges as described under Section 9.4, in
addition to pursuing any other available remedy.
Section 9.2 Termination for Convenience
Customer shall have the right to terminate any Ordering Document at any time for convenience by providing thirty (30)
days' written notice to US Signal and paying US Signal the easy termination charges specified in Section 9.4 below.
Termination shall be effective and the affected Services will be discontinued thirty (30) days after US Signal receives
the completed termination notice.
Section 9.3 Change in Regulatory Requirements
If a change in Law has the effect of canceling, changing or superseding any material tens or prevision of this Agreement
(collectively, "Regulatory Requirement"), then this Agreement shall be deemed modified in such a way as the Parties
mutually agree is consistent with the form, intent or purpose of this Agreement and is necessary to comply with such
Regulatory Requirement. Should the Parties be unable to agree on modifications necessary to comply with a
Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then upon written notice,
either Party may, to the extent practicable, terminate that portion of this Agreement impacted by the Regulatory
Requirement, or if the entire Agreement is impacted, either Parry may terminate the Agreement with no further
obligation or liability hereunder, and Customer shall not be liable for an early termination charge hereunder.
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Section 9.4 Early Termination Charge
If the Services are cancelled or terminated prior to the expiration of the Service Term for any reason other than:
a) By Customer in accordance with the terms of:
1) The Ordering and Operations Exhibit, as applicable; or
2) Section 9.1 of the Agreement;
Or
b) By either Party in accordance with Section 9.3,
Then Customer shall pay US Signal an early termination charge equal to:
1) for gat rated services: one hundred percent (100%) of the monthly rearming charges for the Services
multiplied by the number of months remaining in the Service Term;
2) for usage based services: g any Service remains unutlized for a period of one (1) month, whereby
Customers usage is zero, US Signal shall consider the Service terminated and Customer agrees to pay
US Signal an early termination charge equal to: (a) fifty (50%) percent of its peak utilization multiplied by
the corresponding rate element(s) through the remainder of the term;
3) any non -retuning fees US Signal incurs from other suppliers in connection with cancellation of the
Services; and
4) any outstanding invoices still owed by Customer.
Such payment shall be due within sixty (60) days of termination.
ARTICLE 10
Section 10.1 Publicity
Except as otherwise provided herein, neither Party will use the other Parry's name, logo or service marks, for any
purpose, including press releases, without the other Party's prior written consent. Notwithstanding the foregoing, US
Signal may include Customers name in its customer list.
Section 10.2 Assignment and Binding Nature
Each party shall not assign, voluntarily or by operation of law, any of its rights or obligations under this Agreement
without the prior written consent of the other party; provided, that either party may upon prior written notice to the other
party, assign all of its rights and obligations under this Agreement to any entity which effects a merger transaction with
such party or otherwise acquires all or substantially all of its capital stock or assets. Subject to the foregoing, this
Agreement shall be binding on the Parties and respective successors and assigns.
Section 10.3 Notices
Except as otherwise provided herein, any notice or other communication between the Parties hereto regarding the
matters contemplated by this Agreement may be sent by U.S. mail (first-class, airmail or express mail), commercial
courier, facsimile or electronic mail, in each case delivered to the address set forth on page one (1) of the Agreement
for the recipient or at such other addresses as the Parties may designate in writing. Any written notice required to be
sent under Article 9 (Termination) must be sent by U.S. mail (first-class, airmail or express) or commercial courier.
Section 10A Amendments
Except as otherwise expressly permitted in this Agreement, this Agreement may not be supplemented, modified or
amended except by a written instrument which is signed by both Parties. Without limiting the generality of the foregoing,
any handwritten changes to an Ordering Document or any terns and conditions included in any Customer -provided
purchase order shall be void unless acknowledged and approved in writing by a duly authorized representative of each
Parry.
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Section 10.6 Relationship of Parties
The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership,
franchise, joint venture, agency, fiduciary or employment relationship between the parties. Except as described in the
Cloud Service Exhib0 for Third Party Software Licensing, there are no third -party beneficiaries to this Agreement.
Section 10.7 Force Majeure
Neither Party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance
or equipment due to causes beyond such Party's reasonable control, including, but not limited to: acts of God, fire,
flood, stone, explosion, terrorism, vandalism, or other similar catastrophes; any law, order, regulation, direction, action,
or request of any governmental entity or agency, or any civil or military authority; national emergencies; nalan-state
attack; insurrections, riots, wars; unavailability of rights -of -way or materials; or strikes, lockouts, work stoppages, or
other labor difficulfies ('Force Majeure Event"). In the event US Signal is unable to deliver any Service as a result of
a Form Majeure Event, Customer shall not be Obligated to pay US Signal for the affected Service for so long as US
Signal is unable to deliver that Service.
Section 10.8 Legal Expenses
If any action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged or actual
dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or
prevailing Party shall be entitled to recover reasonable a0omey fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.
Section 10.9 Waiver
The failure by any Party to this Agreement to insist upon strict performance of any provision of this Agreement will not
constitute a waiver of that provision. All waivers must be in writing to be enforceable hereunder.
Section 10.10 Interpretation
The descriptive headings of this Agreement and of any Service Schedule or Exhibit under this Agreement are for
convenience only and shall not affect the construction or interpretation of this Agreement. As used herein, "include"
and its derivatives ("including", "e.g..") shall be deemed to mean "including, but not limited to' Each Party acknowledges
that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be
construed in favor of or against any Party by reason of the extent to which any Party or its professional advisers
participated in the preparation of this Agreement.
Section 10.11 Severab0lty
If any provision of this Agreement shall be declared invalid, illegal or unenforceable under applicable law, said provision
shall be ineffective only to the extent of such declaration and such declaration shall not affect the remaining provisions
of this Agreement. In the event that a material and fundamental provision of this Agreement is declared illegal, invalid
or unenforceable under applicable law, the Parties shall negotiate in good faith respecting an amendment hereto that
would preserve, to the fullest extent possible, the respective rights and obligations imposed on each Party under this
Agreement as originally executed.
Section 10.12 Executable by Facsimile or E-mail
This Agreement may be executed in two or more counterparts (including by means of faxed or emailed signature
pages), each of which will be deemed an original, and all of which together will constitute one and the same instrument.
The parties consent and agree the Agreement and any OFS may be entered into electronically by way of electronic
signatures (for example, by electronically clicking a box confirming agreement or utilizing third party software such as
DocuSign), and any such electronic signatures shall be binding and treated as original signatures. In the event US
Signal requires a correction or clarification to an executed OFS prior to the Service's first day of availability, an email
communication from Customer may be utilized as an acceptable method of approval for any such correction or
clarification and shall be incorporated as part of the OFS.
Section 10.13 Governing Law
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This Agreement will be governed by and construed in accordance with the internal laws of the State of Michigan, without
regard to conflict of law principles. The parties agree that the state courts of Michigan shall have sole and exclusive
jurisdiction, and Kent County shall be the proper venue, of any claim or controversy regarding this Agreement or its
subject matter, including without limitation, claims for breach of contract, breach of warranty, statutory violation,
negligence or other tort. The parties irrevocably waive any night they may have to attack such jurisdiction or seek the
removal or transfer of any litigation from the state courts of Michigan to the federal courts located in Michigan or
elsewhere.
Section 10.14 Tariffs
Subject to the terns set forth in this Agreement, US Signal hereby incorporates by reference those provisions of its
tariffs that govern the provision ofany of the services or facilities provided hereunder. ff any provision of this Agreement
and an applicable tariff cannot be reasonably construed or interpreted to avoid conflict, the provision contained in this
Agreement shall prevail.
Section 10.15 Export Matters
Customer represents and warrants that Customer is not on the United States Department of Treasury, Office of Foreign
Asset Controls list of Specially Designated National and Blocked Persons to whom US Signal is legally prohibited to
provide the Services. Customer may not use any Service for the development, design, manufacture, production,
stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country
listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export
Administration Regulations, nor may Customer provide administrative access to any Service to any person (including
any natural person or government or private entity) that is located in or is a national of any country that is embargoed
or highly restricted under United States export regulations.
Section 10.16 Entire Agreement
This Agreement, together with all Service Schedules and Ordering Documents, embodies the entire agreement and
understanding between US Signal and Customer with respect to the subject matter of this Agreement and supersedes
all prior oral or written agreements and understandings relating to the subject matter of this Agreement. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be
used to interpret, change or restrict, the express terms and provisions at this Agreement.
Section 10.17 Survivability
Each Party's obligations under Article 5 (Confidential Information), Article 6 (Indemnification), Article 7 (Limitations of
Liability) and Article 4 (Representations, Warranties and Covenants) shall survive the expiration or termination of this
Agreement but in the case of Article 5, only for a period of two (2) years. Customers obligations under Section 13 of
the Data Center Service Schedule shall survive for a period of three (3) years after termination of any Data Center
OFS.
US SIGNAL COMPANY, L.L.C.
Customer:
City of Oshkosh
By:
By:
Printed Name:
All
Printed Name:
Tony Neumann
Title:
Jgle:
LT. Manager
Data:
0.� J
Date:
03/2312023
Proprietary B Cordidentau Page 11 of 17 Master Service Agreement —R 21123.11.18
NETWORK
SERVICE SCHEDULE
1. Description of Services
The network services are available under this Network Service Schedule and the additional terms and conditions set
forth in the Network Service Exhibit found at hftos://ussinnal.ccmfleaal/nehvork/service/exhibit (the "Network Service
Exhibit").
Each service is referred to in this Network Service Schedule and the Network Service Exhibit individually as a'Service"
and collectively as the 'Network Services'. Customers purchase and use of a Service shall be governed by this
Agreement and the terms of the applicable Order for Service ("OFS').
2. Service Term
A Network Service identified in the OFS begins on the First Day of Availability of each Service. If an Ordenng Document
containing more than one (1) Service such OFS may have multiple SITS dependent upon the acceptance timeline for
each Service.
3. Rates
Customer shall pay to US Signal all recurring and non-recumng charges for the Services at the rates and charges set
forth on the applicable OFS. All monthly recurring charges and non-recuning charges are on an individual case basis
('ICW). Monthly Recurring Charge(s) ("MRCS") shall be invoiced monthly. A pro -rated portion for the first month's
service will be included on the first invoice plus the next month's service in advance. Non -recurring charges ('NRC")
will be included on the invoice for applicable installation or service changes. On -net service monthly recurring rates
will remain the same for the duration of the SIT. Changes or cancellations to ordered Services will result in additional
non -recurring charges
4. Termination by US Signal
US Signal shall have the right to terminate an Ordering Document for cause immediately and without notice if: (a)
Customer attempts a denial of Service attack against the Services; (b) Customer seeks to hack or break any security
protocols within the Service; (c) Customer uses the Service in any way that disrupts or threatens service to other
customers of US Signal; (d) Customers use of the Service poses a security risk that may subject US Signal or any
third party to liability, damages or danger; (a) US Signal's determines in its sole discretion that fraud is associated with
Customers use of the Service; or (f) US Signal determines or is notified that Customer has been using the Service for
any illegal purpose or in away that violates the law or infringes/violates/misappropriates the rights of any third party.
5. Acceptable Use Policy
Customer agrees to use the Services to store, retneve and serve software applications, data and/or content owned,
licensed or lawfully obtained by Customer. Customer agrees to not use, nor shall it permit others to use, the Services
for: (a) any unlawful, immoral, invasive, infringing, defamatory, fraudulent, or obscene purpose; (b) to send email of
any kind that does not adhere to the guidelines set forth underthe CAN-SPAM Act of 2003; (c) to send any virus, worm,
Trojan horse or harmful code or attachment; (d) to alter, steal, corrupt, disable, destroy, trespass or violate any security
or encryption of any computer file, database or network so as to interfere with the use of the US Signal network by
other customers or authorized users; and (a) in a manner which may expose US Signal to any criminal or civil liability.
If Customer, or a third party through Customer, violates any of the foregoing prohibitions, US Signal may immediately
suspend the Services and/or terminate this Agreement for cause and without further liability or obligation to Customer.
Customer shall cooperate with US Signal in investigating and correcting any apparent breach of this Acceptable Use
Policy. Customer shall be solely responsible for any material that it maintains, transmits, downloads, views, posts,
distributes or otherwise accesses or makes available using the Services. If a violation of this ALP is determined to be
caused by an unrelated third party, for instance a denial -of -service ('DoS") attack or distributed denial -of -service
('DDoS"), then US Signal may need to lake immediate action to manage its network for the service availability of all as
customers. Such action may include blocking certain traffic, re-routing of traffic or suspension of a Service.
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DATA CENTER
SERVICE SCHEDULE
1. Description of Services
The data center and related services available under this Data Center Service Schedule and additional terms and
conditions goveming the services are more fully described in the Data Center Service Exhibit found at
httus://ussional.cem4egal/data-center-servicecxhibit.
2. Service Term
The OFS shall commence as of the dates set forth on the Parties respective signatures. The Service Tenn begins on
the First Day of Availability.
3. Rates and Term
All MRCS and NRCs for Data Center Space am on an individual was basis ("ICB"). Customer shall pay to US Signal
all mounding and non -recurring charges for the Services at the rates and charges set forth in the applicable OFS. The
Colocation MRC may be increased upon the annual anniversary of the applicable OFS's SIT by multiplying the current
annual Colocaton MRC by the greater of: 1) two (2%) percent; or 2) the most recent published All Items Consumer
Price Index ('CPI') for All Urban Consumers (CPI-U) for the U.S. City Average determined by the United States
Department of Labor, Bureau of Labor Statistics. Changes or cancellation to ordered services will result in additional
non -recurring charges.
4. Provisioning Intervals and Expedites
The provisioning and expedite intervals in accordance with the terms and conditions of the Ordering and Operations
Exhibit, shall be determined on an individual case basis ('ICB").
5. Delay in Start Date or Disconnect Date
A requested delay in the Service Activation Date or Disconnect Date, as these terms am defined in the Network
Service Exhibit, in accordance with the terms and conditions of the Ordering and Operations Exhibit, will be subject
to a charge determined on an ICB per requested delay:
6. Order Change Charge (Post FOC)
An order change charge (post FOCI in accordance with the terms and conditions of the Ordering and Operations
Exhibit, will be subject to a non -recurring charge that shall be determined on an individual case basis ("ICB").
7. Data Center Guidelines
The policies and procedures found at http:/lussignal.com/products/cloud-hosting/colocetion/data<enter-
guidelines ('Data Center Guidelines") shall be incorporated herein by reference. US Signal reserves the right to
adopt additional policies and procedures, and amend any existing, to the Data Center Guidelines without notice.
Customer shall periodically check for any changes or additions to the US Signal Guidelines for compliance. If Customer
or any of its personnel violate the Data Center Guidelines, Customer shall be in breach according to Section 9.1 of the
Agreement.
8. Acoess
Subject to the Data Center Guidelines, Customers Authorized Representatives, as defined in the Data Center
Guidelines, shall have non -escorted access to the Promise, on a twenty four (24) hours per day, seven (7) days per
week, three hundred sixty five (365) days per year basis. US Signal shall have the right, but not the obligation, to enter
into Customers Data Center Space: 1) for the purpose of performing IN Remote Hands Service; or 2) in case of an
emergency.
9. Use and Floor Load
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Customer shall use the Premises, as defined in the Data Center Service Exhibit, and ocwpy its Data Center Space
in a manner consistent with activities in similar data centers, and for no other purpose. Customer shall not place a load
upon any area of its Data Center Space that: 1) exceeds the floor load per square foot of 1250 PSI; or 2) it less, that
which is allowed by law. US Signal is allowed to prescribe the acceptable weight and position of Customer equipment
installed in the Data Center Space. Customer shall be responsible for all coats, including but not limited to, engineering
evaluation, installation of any additional floor supports, or repair to the floor arising out of Customer exceeding the floor
load limitations identified herein. Customer shall not make any construction changes or material alterations to the
interior or exterior portions of its Data Center Space, including but not limited to, any cabling or power supplies for the
equipment, without obtaining US Signal's written approval for Customer to have the work performed or to have US
Signal perform the work at Customers expense. US Signal reserves the right to perform and manage any construction
or material alterations within the Premises at rates to be negotiated between the Parties. Customer shall be responsible
to cause each of Customers contractors and subcontractors to maintain mnbnuous protection of surrounding US Signal
and third party equipment in such manner as to prevent any damage to such adjacent property by reason of the
performance of Customers work.
10. Relocation
US Signal shall determine, at its sole discretion, the location of the Data Canter Space within the Premises. US Signal
shall have the right to relocate Customers Data Center Space at any time during the Service Term upon thirty (30)
days written notice to Customer. US Signal shall work in good faith with Customer during such relocation to minimize
any service disruptions. In the event of an emergency or hazard, US Signal shall take whatever steps are necessary
to address the issue, including but not limited to the relocation of equipment or Customer's Data Center Spam, and
will provide notice as soon as reasonably possible to Customer. US Signal shall be responsible for the physical move
and mats related to relocation of Customers Data Center Spam, except where the relocation was mused by Customer.
US Signal shall invoice Customer for such relocation in the event that the move was due to Customers breach of this
Agreement, including but not limited to a violation of the Data Center Guidelines.
11. Power Consumption
The aggregate consumption of the equipment connected to the Power supplied by US Signal shall not exceed eighty
percent (80%) of the branch circuit rating of the feed ("Power Maximum Level"). If at any time during the Service
Tenn, Customers aggregate power consumption exceeds the Power Maximum Level, then in addition to and not in
limitation of any other provisions of this Agreement, Customer hereby acknowledges and agrees that (i) US Signal is
not and shall not be liable for any service disruption that may occur as a result of the excess power consumption,
including any US Signal network or cloud services terminating to such Service, (h) Customer will be obligated to pay
US Signal for charges equal to two (2X) times the amount of Customers Power MRC for the previous three (3) months
of service, and (ill) US Signal and Customer will then agree to the appropriate amount of actual power needs and
corresponding charges required by Customer on a go forward basis to bring the Power into compliance with the terms
and conditions of this Agreement ("Actual Power'). Customer must execute an Approved OFS as defined herein, for
the Actual Power b be established. In the event US Signal inm rs an increase in power costs greater than or equal m
three percent (3%) from its third party energy US Signal ("Power Cost Increase"), US Signal reserves the right to pass
through the impact of such Power Cost Increase to Customer, on a pro rate or proportionate basis. To eliminate any
confusion, by way of example: in mass where Customer subscribes to a specific, itemized power service, the rate will
be changed by an equal percentage to that of the actual percentage rate change incurred by US Signal.
12. Upgrade
Upgrading of Customers Cabinet or Caged Space to: 1) a larger cabinet; 2) increased quantity of cabinets; 3) to a
larger square footage within the Premise; or 4) from Cabinet to a Cage Spam is described as a service upgrade where
the original service is not considered terminated. The new service must be of equal or longer term to the original
service to avoid an early termination charge. New installation charges and execution of a new Approved OFS apply.
Upgrade considerations should be reviewed by the US Signal representative and Customer prior to an upgrade request.
Any upgrade request must be provided in writing upon sixty (60) days' nofice.
13. Insurance
Throughout the Service Term, Customer shall maintain in force, at its expense one or more insurance policies with the
following mverege and limits:
A I Workers' Comoensation I in accordance with all amlimble laws
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B
Commercial General Liability and
combined single limit coverage in the amount of at least
Contractual Liabigh,
E1 00(1,000 Per occurrence and $2,000,000 aggregate
Commercial Umbrella Liability
limits of at least $2,000,000 per accident. Notwithstanding the
C
foregoing, a combined total of Commercial General Liability and
Umbrella coverage of $2,000,000 shall satisfy the requirements of
this Section 13
US Signal shall have no obligation to insure any property, including date, belonging to or in the possession of Customer.
Al policies shall be endorsed to waive rights for recovery of damages from US Signal, its agents, officers, directors and
employees. Customer agrees to provide proof of such insurance as requested above by US Signal prior to any use of
the leased Premises as well as written notification of any changes, 0 any, to the insurance coverages. Customer shall
provide: 1) written notice to US Signal at least thirty (30) days prior to any cancellation, non -renewal or reduction of
coverage; and 2) copies of Customers certificate of insurance for the above mentioned policies are due to US Signal:
a) within thirty (30) days of Customers execution of the applicable OFS; b) prior to any equipment installation or access
to a US Signal Premise; and c) within thirty (30) days of the expiration of a certificate. Certificates of insurance may be
sent to: US Signal Company, L.L.C., Attention: COI, 201 Ionia Avenue SW, Grand Rapids, MI 49503 or e-mailed to
insurance@usagnal.com. Customer shall insure that all of its subcontractors maintain insurance in the amounts
required in this Section 13.
14. HIPAA and HITECH Act Responsibilities of Customer
Customer is solely responsible for determining a any Services and any applications, data or third party service that
Customer runs in the US Signal provided environment must comply with any law, standards, and policies, including
without limitation, Ttie II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996, as amended
('HIPAW ) (collectively referred to herein as the "Legal Requirements') and ensuring that the Service, application,
data or third parry service does comply with all applicable Legal Requirements. Customer acknowledges and agrees
that US Signal has noway of analyzing Customers data, services or applications deployed in the Service environment.
Customer shall immediately notify US Signal if any of the data in the applicable Service environment includes Protected
Health Information ("PHI'), as that term is defined in HI PAA regulations. If the data does include PHI Customer and
US Signal shall enter into a Business Associate Agreement ('BAA').
15. Payment Card Industry -Data Security Standards ("PCI.DSS")
If, as necessary to perform its obligations under the Agreement, US Signal possesses or otherwise stores "cardholder
date" (as that term is defined by the Payment Card Industry Data Security Council
httos://wwvv.ocisecuntYstandards.org) on behalf of Customer, US Signal and Customer agree that each party is
responsible, as designated, for those certain PCI-DSS requirements as applicable to the corresponding service offering
described set forth at httos.//ussignal.mm/lecal/PCI-Product-Matrix, which are hereby incorporated by reference
herein. The following Premises shall be Individually or collectively defined as a PCI Compliant Premises: 1) 400 761°
Street, Byron Center, MI; 2) 701 W. Henry Street, Indianapolis, IN; 3) 2166 Melrose, Southfield, MI; 4) 222 W.
Washington, Madison, WI; and 5) 4765 Barden Ct. BE, Grand Rapids, Michigan.
16. EU General Daft Protection Regulation-("GDPR")
Customer shall notify US Signal K it intends to use US Signal Services with data that is subject to protection under the
GDPR (https://eur-lex.sumpa.su/legal<ontent/EN/rXT/PDF/?uri=CELEX:32016R06796dd-1). Such notification
shall require the parties to enter into discussions on compliance requirements including but not limited to data
assessments, data mapping, and execution of a Data Protection Addendum ("DPA") under which US Signal will be a
Processor and Customer the Controller as those terms are defined under the GDPR (collectively'GDP R Readiness*).
Customer may not utilize any Services with data that is subject to GDPR protection until such time as the parties have
achieved GDPR Readiness.
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CLOUD
SERVICE SCHEDULE
1. Description of Services
The following types of service are available under this Cloud Service Schedule ('Cloud Schedule"):
a) The cloud and related services ('Cloud Servlce(s)') available under this Service Schedule and additional terms
and conditions governing the services am mom fully described in the Cloud Service Exhibit found at
https:ffussignal.com/legal/msa cloud-servicertxhibit.
b) The managed services) ("Managed Services)") available under this Cloud Schedule and any additional terms
and conditions governing such Managed Services are fully described in the Managed Service Exhibit and found
at https://u"ignal.com/legaU.anaged-servicesexhibi[.
c) One-time professional support services ("Support Sarvics(s)') available under this Cloud Schedule and any
additional terms and conditions governing such Support Services are described in the Support Service Exhibit
found at httm:iiussignal.com/legal/support�ervices�xhibit.
d) Excluding any Cloud, Managed or Support Services described under this Agreement, Customer may request more
complex project based professional services ('Professional Services') described in separately executed
statements of work (each a'SOW").
The Cloud Managed and Support Services Exhibits may be referred to individually as 'Exhibit' or collectively as
'Exhibits'.
2. Service Term
A Cloud or Managed Service with a Service Term identified in the Ordering Document begins on the First Day of
Availability of each Service. If an Ordering Document containing more than one (1) Service such Ordering Document
may have multiple SITS dependent upon the acceptance timeline for each Service.
3. Raba
Recurring rates will remain the same for the duration of the Service Term. Changes or cancellation to ordered Services
will result in additional non -retuning charges. Except as otherwise identified in an Exhibit, all monthly recurring
charges and non -recurring charges are on an individual case basis ('ICB'). Excluding Support and Professional
Services, and unless otherwise identified in the applicable Exhibit, the minimum Service Term for a Service is identified
in the OFS.
4. HIPAA and HfTECH Act Responsibilities of Customer
Customer are solely responsible for determining if any Services and any applications, data or third party service that
Customer runs in the US Signal provided environment must comply with any law, standards, and policies, including
without limitation, Tile II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996, as amended
("HIPAA" ) (collectively referred to herein as the "Legal Requirements") and ensuring that the Service, application,
data or third party service does comply with all applicable Legal Requirements. Customer acknowledges and agrees
that US Signal has no way of analyzing Customers data, services or applications deployed in the Service environment.
Customer shall immediately notify US Signal if any of the data in the applicable Service environment includes Protected
Health Information ("PHI'), as that term is defined in HIPAA regulations. If the data does include PHI Customer and
US Signal shall enter into a Business Associate Agreement ("BAA"). Customer shall utilize only eligible Services
('Compliant Eligible Services") for any data containing PHI. Such Compliant Eligible Services shall include all
Services described under this Schedule, excluding Resource Pools and Dedicated Blades.
5. Payment Card Industry — Data Security Standards ("PCI4)SS")
If, as necessary to perform its obligations under this Agreement, US Signal possesses or otherwise stores "cardholder
data" (as that term is defined by the Payment Cam Industry Data Security Council
hUpsJl. Dcisecunivstandards.om) on behalf of Customer, US Signal and Customer agree that each party is
responsible, as designated, for those certain PCI-DSS requirements as applicable to the corresponding service offering
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7;
described set forth at httpsalussignal.wMleaal/PCI-Product-Manx, which are hereby incorporated by reference
herein.
EU General Data Protection Regulation-("GDPR")
Customer shall notify US Signal if it intends to use US Signal Services with data that is subject to protection under the
GDPR (https://our-lex.suropa.su/legaicontent/EN/T)CT/PDF/?uri-CELEX:32016R0S79&rid=l). Such notification
shall require the parties to enter into discussions on compliance requirements including but not limited to data
assessments, data mapping, and execution of a Data Protection Addendum ("DPA') under which US Signal will be a
Processor and Customer the Controller as those terms are defined under the GDPR (collectively'GDPR Readiness").
Customer may not utilize any Services with data that is subject to GDPR protection until such time as the parties have
achieved GDPR Readiness.
7. Termination by US Signal
US Signal shall have the night to terminate an Ordering Document for cause immediately and without notice if: (a)
Customer attempts a denial of service attack against the Services; (b) Customer seeks to hack or break any security
protocols within the Service; (c) Customer uses the Service in any way that disrupts or threatens service to other
customers of US Signal; (d) Customers use of the Service poses a seventy risk that may subject US Signal or any
third party to liability, damages or danger, (a) US Signal's determines in its sole discretion that fraud is associated with
Customers use of the Service; or (/) US Signal determines or is notified that Customer has been using the Service for
any illegal purpose or in a way that violates the law or infringestviolates/misappropriates the rights of any third party.
Unauthorized Access to Customer's Data or Use of Services
US Signal is not responsible to Customer for unauthorized access to Customers data or unauthorized use of the
Services through authorized or unauthorized access provided by Customer to third parties. Customer is responsible
for the use of the Services by any of Customers employees, affiliates, officers, director:, shareholders, agents or
representatives, or any other third parry given access to the Service, and any third party who gains access to
Customers data or Services as a result of Customers failure to use reasonable security precautions, even if such
access was not authorized by Customer.
Ownership of Intellectual Property
Other than rights and interests expressively set forth in the Agreement, each Party retains all rights, title, to its own
respective trade secrets, inventions, copyrights, and other intellectual property and nothing in this Agreement or
perior lance thereof shall convey, license or otherwise transfer any rights, title, or interests to the other Party.
10. Acceptable Use Policy
Customer agrees to use the Services to store, retrieve and serve software applications, data and/or content owned,
licensed or lawfully obtained by Customer. Customer agrees to not use, nor shall it permit others to use, the Services
for: (a) any unlawful, immoral, invasive, infringing, defamatory, fraudulent, or obscene purpose; (b) to send email of
any kind that does not adhere to the guidelines set forth under the CAN-SPAM Act of 2003; (c) to send any virus, worth,
Trojan horse or harmful code or attachment; (d) to alter, steal, corrupt, disable, destroy, trespass or violate any security
or encryption of any computer file, database or network w as to interfere with the use of the US Signal network by
other customers or authorized users; and (a) in a manner which may expose US Signal to any criminal or civil liability.
If Customer, or a third party through Customer, violates any of the foregoing prohibitions, US Signal may immediately
suspend the Services and/or terminate this Agreement for cause and without further liability or obligation to Customer.
Customer shall cooperate with US Signal in investigating and wnecting any apparent breach of this Acceptable Use
Policy. Customer shall be solely responsible for any material that it maintains, transmits, downloads, views, posts,
distributes or otherwise accesses or makes available using the Services. Its violation of this AUP is determined to be
caused by an unrelated third party, for instance a denial -of -service ('DoS') attack or distributed denial -of -service
(TOW), ), then US Signal may need to take immediate action to manage its network for the service availability of all its
customers. Such active may include blocking certain traffic, re-routing of traffic or suspension of a Service.
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