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Plume Services and Distribution Agreement

Together with the subscription form applicable to the Provider (the “Subscription Form”), the following Standard Terms of Service and Exhibits are collectively referred to as the Services and Distribution Agreement (the “Agreement”). Each of Provider and Plume is a “Party” and together, are the “Parties.”

STANDARD TERMS OF SERVICE AND EXHIBITS

Exhibit A-1: WorkPass Services Description

Exhibit A-2: HomePass Services Description

Exhibit A-3 Haystack Services Description

Exhibit A-4 Service Level Agreement

Exhibit B: Marketing Plan

STANDARD TERMS OF SERVICE

  1. LICENSE, OBLIGATIONS, AND RESTRICTIONS

    (a) License. During the Term and subject to the terms of this Agreement, Plume hereby grants Provider a non-exclusive, non-sublicensable right to market and resell only those business administrator/customer-facing Plume Services identified in the Subscription Form (the applicable services collectively, the “Plume Services”), in the jurisdictions in which Provider offers broadband service to its Customers (the “Territory”). Solely for the marketing and resale of such administrator/customer-facing Plume Services, Provider may also use any Plume-provided documentation concerning the Plume Services (“Documentation”). Provider is not authorized to market or resell the Plume HomePass Services to any commercial subscribers nor to market or resell the Plume WorkPass Services to any residential subscribers. “Customers” means, with respect to HomePass, Provider’s residential subscribers and with respect to WorkPass, Provider’s business subscribers.

    (b) Plume Obligations. During the Term, Plume will, directly or through third parties, provide Provider the Plume Services and the other services identified in this Agreement. Plume is responsible for the acts and omissions of third parties providing the Plume Services on Plume’s behalf. Plume will, at Plume’s discretion, host the Plume Services on Amazon Web Services (AWS) or another hosting service. As between the Parties, Plume will solely control and maintain its cloud server and software environment. Plume may, at any time, suspend access to or use of all or any portion of the Plume Services, if Plume reasonably believes that doing so is necessary to maintain the integrity or security of any portion of the Plume Services, and Plume will use commercially reasonable efforts to give Provider advance notice of any such suspension. Plume may also modify the Plume Services from time to time, so long such modification does not result in a material reduction in the quality or functionality of the Plume Services, except where required by applicable law or where such reduction is reasonably necessary for the security of the Plume Services or any data contained in or processed by the Plume Services. Certain portions of the Plume Services may allow customization with Provider branding/content. Provider hereby grants to Plume a non-exclusive license during the Term to use such branding/content solely to the extent necessary for such customizations (“Provider Customizations”). As between the Parties, Provider is the owner of the Provider branding/content and is solely responsible for that branding/content and securing and paying for all licenses needed to exploit such branding/content in connection with the Plume Services. Plume may refuse or remove any Provider branding/content, at any time, if Plume reasonably believes that such branding/content is unlawful, illegal, or infringes third party rights or if failing to remove it could pose a risk to Plume or any of the Plume Services.

    (c) Hardware Requirements. To receive the benefit of the Plume Services, Customers must use Plume-certified hardware embedded with OpenSync device software (such hardware, “Enabled Hardware”). Provider acknowledges that the Plume Services require Enabled Hardware to operate. Provider may purchase Enabled Hardware from a third-party supplier. Subject to the terms of this Agreement, Plume hereby grants Provider a non-exclusive, non-sublicensable right to distribute the Plume device agent, as installed on Enabled Hardware, to Customers in the Territory.

    (d) Provider’s Commercial Obligations. During the Service Period, Provider will promote, advertise, market, distribute, sell, and otherwise commercialize (collectively, “Sell” or the “Sale”, as applicable) the business administrator/customer-facing Plume Services in the Territory. Subject to the terms of this Agreement, Plume hereby grants Provider a non-exclusive, non-sublicensable, right to use, solely in connection with such Sale in the Territory: (i) any Plume-provided advertising, marketing, and promotional materials (the “Advertising Materials”) and (ii) the Plume trademarks identified at Plume/Trademarks (the “Licensed Trademarks”) in each case of (i) and (ii), in accordance with the Plume provided guidelines, including at such site (the “Usage Guidelines”), and as each may be updated by Plume from time to time. Provider may incorporate the Advertising Materials and the Licensed Trademarks into Provider’s advertising, marketing, and promotional materials (the “Provider Materials”), provided that each such use complies with the Usage Guidelines. All goodwill generated by Provider’s use of the Advertising Materials and Licensed Trademarks inures solely to Plume’s benefit. Provider will Sell the business administrator/customer-facing Plume Services as “WorkPass Powered by [Provider]” or “HomePass Powered by [Provider],” as applicable, and Provider will not (a) otherwise white label or rebrand the Plume Services without Plume’s express prior written consent or (b) form a composite trademark of any Provider trademark and the Licensed Trademarks. Upon Plume’s request, Provider will promptly provide Plume samples of all Provider Materials. Provider will ensure that the quality and nature of any Provider Materials are at least equal to that used for similar products and services offered in connection with Provider’s business immediately prior to the Effective Date and in any event consistent with generally accepted standards in the consumer electronics field. Plume may change the Advertising Materials and Licensed Trademarks at any time, and Provider will promptly stop all use of any Advertising Materials or Licensed Trademarks upon Plume’s request.

    (e) Marketing Coordination. Provider will comply with all marketing and related obligations set forth on Exhibit B. The Parties will issue a joint press release within 30 days following Provider’s launch of each of the Plume Services Plume identifies and will coordinate media outreach efforts. Plume may also identify Provider as a customer of Plume and/or as a distributor of the Plume Services and may use Provider’s trademarks in connection with each such identification.

    (f) Customers and Support. As between the Parties, Provider is responsible for all Customer support, including all “Level 1” support and “Level 2” support. Subject to Provider’s continued subscription to Haystack (as described in Exhibit A-1 or Exhibit A-2, as applicable), Plume will provide Provider, and not Customers, Plume’s standard “Level 3” support for the Plume Services. Plume has no obligation to interact with Customers and Provider is solely responsible for managing all Customer relationships (including Customer accounts, billing, terminations, contracts, and compliance with all applicable laws). Plume will train Provider on the Plume Services, at Plume’s reasonable discretion and at its cost, and Provider will train its customer service and sales personnel on the Plume Services. Provider may only distribute the Plume Services subject to an end user agreement between Provider and the Customer, which end user agreement must include terms no less favorable to or protective of Plume than those in the Plume HomePass end-user terms or WorkPass end-user terms, as applicable. Provider will promptly notify Plume after becoming aware of (a) any defect in the Plume Services and (b) any written Customer claims or threatened claims with respect to the Plume Services, and promptly provide Plume copies of each of such complaints.

    (g) Restrictions. Provider will not nor attempt to, directly or indirectly (i) decompile, transform, translate, disassemble, reproduce, modify, create derivative works based on, or reverse engineer all or any portion of the Plume Services, or otherwise attempt to decrypt or derive any source code, trade secrets, or sensitive or proprietary information included in or related to the Plume Services, (ii) modify, merge, alter, copy, or otherwise reproduce or tamper with the Plume Services or any components of the Plume Services, or produce or create any derivative works of the Plume Services, (iii) rent, share, lend or operate the Plume Services on a time share or service bureau basis (iv) use the Plume Services to create, market, or distribute any product or service that is competitive with the Plume Services, (v) transfer, sell, license, or disclose the Plume Services, Documentation or Advertising Materials to, or permit use of or access to the Plume Services, Documentation or Advertising Materials by, any person or entity other than Customers, (vi) remove, alter, or obscure any intellectual property or similar notice contained or included on any Plume Services, Documentation, or Advertising Materials, (vii) contest, challenge, or otherwise make any claim or take any action adverse to Plume’s ownership of, or interest in, the Plume Services, Documentation, Advertising Materials, or Licensed Trademarks, (viii) advertise, promote, market, or sell the Plume Services outside the Territory or to any customer other than Customers, (ix) use or access the Plume Services to knowingly or intentionally, publish, transfer, display, store distribute or disseminate or otherwise transmit, load upon or make available (A) anything (including information, files, software, data or other content) that is infringing of a third party’s intellectual property or other rights, is libelous, tortious, unlawful or otherwise illegal, or (B) any viruses, Trojan horses, works, time bombs, cancelbots, corrupted files, or any other similar software, program or device that is intended to harm or designed to enable the misuse of all or any component of the Plume Services, or (x) engage in any unlawful, illegal, deceptive, misleading, or unethical practices in connection with its activities under this Agreement. Plume commodities, technology, and software are subject to the U.S. Export Administration Regulations. Diversion contrary to U.S. law is prohibited. They may not be resold, transferred, or released to any person, entity, organization, or destination that is subject to export control restrictions or economic sanctions administered by any U.S. Government agency without U.S. Government authorization.

    (h) Compliance with Laws; Personal Information.

    (i) Company has read, understands and will comply with Plume’s Global Anti-Corruption Policy and Business Code of Conduct and will comply with Anti-Corruption Laws (as defined in Plume’s Global Anti-Corruption Policy). Each Party will comply with all applicable laws in connection with its activities under this Agreement, including with all laws concerning the collection, storage, use, and transfer of any personal data/information and any other data/information that could be used to identify an individual (“Personal Information”). Provider’s end user terms and/or privacy policy must enable the collection by and transfer to Plume of all Personal Information Plume needs to provide the Plume Services, and Provider will obtain the appropriate consents from Customers necessary for Plume to (A) provide the Plume Services and (B) exercise the rights in Section 1(h)(ii). Each Party will inform the other regarding any changes in applicable laws with respect to Personal Information of which it is aware that may affect the provision of the Plume Services. In the event of any such change, the Parties will amend this Agreement and the end user agreements and/or privacy policies (as necessary) to ensure that the Parties can perform their respective obligations in compliance with all applicable laws. The Data Processing Agreement(s) applicable to use of the Plume Services govern the Parties’ respective obligations with respect to data processing. The Parties will enter into data processing addenda as necessary or advisable to comply with applicable law.

    (ii) Plume and its vendors may (a) anonymize and/or de-identify any Personal Information, and use such anonymized and/or de-identified information (along with any non-Personal Information collected or created by Plume under this Agreement) for all legal purposes, including trend analysis and to develop new, and improve existing, products and services (and, as between the Parties, Plume will own all resultant and processed data and all products and services based on all or any portion of such information) and (b) use and disclose any Personal Information and non-Personal Information to the extent necessary to perform its obligations under this Agreement, and otherwise to comply with law. Plume will not otherwise sell or disclose to any person or entity any Personal Information of Provider’s Customers collected by or transferred to Plume under this Agreement.

  2. FEES; TAXES.

    (a) Fees. Provider will pay to Plume the fees and other amounts set forth in the Subscription Form. If Provider does not satisfy, in full, any payment obligation when due under this Agreement (other than amounts disputed in good faith and with reasonable justification), all outstanding unpaid and undisputed amounts will accrue interest at a default interest rate of two percent (2%) per month or the maximum amount permitted by applicable law from the date payment was first due until the date of payment in full of such undisputed amounts. If any collection action is undertaken to collect undisputed unpaid amounts, Provider will pay all fees, costs and expenses associated with such collection actions as incurred. Except as otherwise agreed to by the Parties, all amounts referenced in this Agreement are in U.S. dollars. Each Party will perform its obligations under this Agreement without setoff, counterclaim, deduction. Debit or withholding other than any dedication or withholding of tax as may be required by applicable law.

    (b) Taxes, Duties & Tariffs. All amounts payable by Provider under this Agreement are exclusive of taxes, duties, tariffs, and all other similar assessments. Provider is responsible for all sales, use, and excise taxes, and all other similar taxes, duties, tariffs and charges of any kind imposed by any governmental authority on any amounts payable by Provider under this Agreement, other than taxes imposed on Plume’s income. Provider will pay all such taxes assessed against it, and, if Plume pays such taxes, Provider will immediately reimburse Plume the full amount Plume paid.

  3. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

    (a) Mutual. Each Party represents and warrants that (i) it is duly organized and in good standing under the laws of the jurisdiction of its organization, and (ii) it has all requisite power and authority (corporate or otherwise) to execute, deliver, and perform its obligations under this Agreement.

    (b) Plume’s Warranty. Plume warrants that the Plume Services will conform in all material respects to the specifications Plume gives Provider. Provider’s sole and exclusive remedy for breach of the foregoing warranty is limited to the repair of the Plume Services at Plume’s expense. Such warranty is not available to Provider and does not apply insofar as (i) the Plume Services are misused, neglected, damaged or harmed, or are used in an environment, in a manner, or for a purpose for which Plume did not design them, (ii) the claims result from acts or omissions of any person or entity other than Plume, or (iii) the failure of the Plume Services was caused by hardware, software, or services not provided by Plume ((i) through (iii) collectively, the “Warranty Exceptions”).

    (c) Provider’s Warranty. Provider is free to offer warranty terms regarding the Plume Services or Enabled Hardware in Provider’s name that are additional, separate to and/or inconsistent with the Plume warranty provided under Section 3(b) (each, a “Provider Warranty”), but Provider must not bind Plume to any such Provider Warranty, and Provider is solely responsible for, and will defend, indemnify and hold Plume harmless from, each claim based upon any one or more Provider Warranties. Provider represents and warrants that: (i) it has reasonably adequate facilities, resources, and personnel to Sell the Plume Services to Customers in the Territory and (ii) the number of broadband Customers it disclosed to Plume as of the Effective Date is accurate and complete in all material respects.

    (d) Disclaimer. EXCEPT AS SET FORTH IN SECTIONS 3(a) AND 3(b), PLUME MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SERVICES, OR ANY OTHER SERVICES, MATERIALS, OR OTHER ITEMS PROVIDED IN CONNECTION WITH THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ON BEHALF OF ITSELF AND ITS SUPPLIERS, VENDORS, AND LICENSORS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF ANY KNOWLEDGE OF PROVIDER’S PARTICULAR NEEDS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PLUME DOES NOT WARRANT THAT THE FEATURES OR FUNCTIONS CONTAINED IN THE PLUME SERVICES WILL MEET PROVIDER’S OR ANY CUSTOMER’S REQUIREMENTS, THAT THE USE OF THE PLUME SERVICES WILL BE UNINTERRUPTED, OR THAT OPERATION OF THE PLUME SERVICES WILL BE ERROR FREE. PROVIDER ACKNOWLEDGES THAT DOWN-TIME, LOSS OF CONTENT, AND VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS FOR WHICH PLUME EXPRESSLY DISCLAIMS ALL RESPONSIBILITY. FOR CLARITY, NOTHING IN THIS SECTION 3(d) LIMITS PLUME’S OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT (SLA) IN EXHIBIT A-4.

  4. INDEMNIFICATION.

    (a). Indemnification by Plume. Plume will defend, indemnify, and hold harmless Provider and its directors, officers, employees, and agents (the “Provider Parties”) from and against all third party claims, actions, suits, proceedings, or complaints, (each, a “Claim”), including all obligations, liabilities, orders, damages, costs and expenses, including reasonable attorneys’ fees, in the defense or settlement of such Claim, (collectively, “Damages”) that the authorized use of the Plume Services by Provider infringes such third party’s patents, copyrights, or trade secrets; except that Plume has no obligation to defend, indemnify, or hold harmless any Provider Party for any Claim arising out of or based upon (i) use or misuse use of any Plume Services, including use or distribution of the Plume Services outside the scope contemplated by this Agreement (including any use in breach of this Agreement or violation of applicable law), (ii) a combination of the Plume Services with any hardware, software, or other materials or intellectual property Plume did not provide, (iii) Plume modifications to the Plume Services made at Provider’s request, or modifications made by any person or entity other than Plume, or (iv) Provider’s failure to implement a work-around, release, update or other modification to or for the Plume Services or Enabled Hardware as provided or directed by Plume (the Claims listed in clauses (i)-(iv) are “Provider Claims”). In the defense, settlement, or avoidance of any Claim, and in addition to but not in lieu of any other obligation set forth in this Section 4(a), Plume may, at its option and (subject to Provider’s obligations under Section 4(b)) its expense, (A) replace or modify any allegedly infringing Plume Services, and/or (B) obtain a license for Provider to continue using any of the allegedly infringing Plume Services. If Plume determines in good faith that the remedies set forth in clauses (A) and (B) in the prior sentence are not available on commercially reasonable terms, Provider will stop (and require all Customers to stop) using the allegedly infringing Plume Services, and Plume may stop providing such Plume Services. If doing so would materially frustrate the purpose of this Agreement, either Party may terminate this Agreement without cost or liability for such termination, except that Plume will reimburse Provider any pre-paid fees for Plume Services not rendered through the effective date of termination. This Section 4(a) states Provider’s sole and exclusive remedies, and Plume’s sole liability and responsibility with respect to any actual or alleged infringement of intellectual property rights.

    (b) Indemnity by Provider. Provider will defend, indemnify, and hold harmless Plume and its licensors and suppliers, and its and their directors, officers, employees, and agents from and against all Claims, including all Damages arising out of or based on any Claim (i) to the extent it is a Provider Claim or arises out of or relates to a Provider Customization, (ii) by a Customer or other third party concerning personal injury, death, or tangible property damage, (iii) arising out of or based on any actual or alleged breach of any agreement between Provider and any Customer (except to the extent caused by Plume’s breach of this Agreement), (iv) that Provider or any Customer is in violation of any law (except to the extent caused by Plume’s breach of this Agreement), or (v) related to a Provider Warranty or otherwise described in Section 3(c).

    (c) Indemnification Procedures. A Party seeking indemnification under this Agreement will (i) promptly notify the indemnifying Party of any Claim (indemnified Party’s delay or failure to provide notice does not release the indemnifying Party from its obligations under this Section 4(c), unless the delay or failure materially prejudices the indemnifying Party), and (ii) provide reasonable cooperation in the investigation and defense of such Claim at the indemnifying Party’s expense. The indemnifying Party has the right to assume control of the defense of any Claim, except that the indemnified Party has the right to participate and to employ its own counsel at its own expense. If, however, the indemnifying Party is not actively and vigorously defending the Claim, the indemnifying Party must pay the reasonable attorneys’ fees of the indemnified Party’s counsel. The indemnifying Party will not settle, compromise or discharge any Claim without the prior written consent of the indemnified Party, except for a settlement, compromise or discharge that fully and finally releases the indemnified Party at the indemnifying Party’s sole cost and expense and (i) does not adversely affect the indemnified Party’s rights under this Agreement or (ii) impose any obligations on the indemnified Party in addition to those set forth in this Agreement.

  5. (a) EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY LOST PROFITS, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

    (b) LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES WILL EXCEED THE AMOUNT PAID BY PROVIDER TO PLUME IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “LIABILITY CAP”), EXCEPT: (I) FOR LIABILITY ARISING OUT OF OR RELATED TO A PARTY’S (X) OBLIGATIONS UNDER SECTION 4 (Y) BREACH OF SECTION 6A (PROPRIETARY RIGHTS), OR (Z) INTENTIONAL BREACH OF SECTION 6B (CONFIDENTIALITY) AND (II) PLUME’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED TWO TIMES THE LIABILITY CAP. FOR CLARITY, NOTHING IN THIS SECTION 5 LIMITS PROVIDER’S LIABILITY WITH RESPECT TO FEES PAYABLE TO PLUME UNDER THIS AGREEMENT.

  6. INTELLECTUAL PROPERTY AND CONFIDENTIALITY.

    (a) Proprietary Rights. Plume reserves all rights in and to the Plume Services not expressly granted to Provider under this Agreement. As between the Parties, Plume is and will be the exclusive owner of all right, title, and interest in the Plume Services, Documentation, Advertising Materials, and Licensed Trademarks. If Provider acquires any rights in or to any of the foregoing (other than the rights expressly granted herein), Provider hereby irrevocably assigns all such rights to Plume. Further, Provider hereby grants Plume a non-exclusive, perpetual, irrevocable, assignable, worldwide license to use any suggestion or idea for Plume’s products or services that Provider communicates to Plume (“Feedback”), without compensation or restriction. The foregoing license grant from Provider to Plume includes the right for Plume to exploit Feedback in any and every way, as well as the right for Plume to grant sublicenses to and otherwise disclose such Feedback to the public.

    (b) Confidential Information. Any technical, customer, financial, business, or other information provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its affiliates pursuant to this Agreement, whether or not designated as confidential or proprietary, is “Confidential Information.” Without limiting the foregoing, any of the specifications or Documentation relating to the Plume Services or Enabled Hardware and the pricing and payment terms are Plume’s Confidential Information. The Receiving Party will hold the Disclosing Party’s Confidential Information in confidence and protect that Confidential Information from any direct or indirect: unauthorized disclosure, access, use, destruction, alteration, or loss. Receiving Party will exercise at least the same degree of care with Disclosing Party’s Confidential Information as the Receiving Party exercises with its own confidential information, but not less than a reasonable degree of care. The Receiving Party will not directly or indirectly (i) use Confidential Information except to carry out its obligations under this Agreement or exercise its rights, or (ii) disclose Confidential Information except to its employees, staff, agents, and contractors (collectively, “Representatives;” the term “Representatives” also includes Plume’s affiliates and their employees, staff, agents and contractors when Plume is Receiving Party) who need to know the Confidential Information to carry out the Receiving Party’s obligations or enforce its rights under this Agreement and who are subject to written confidentiality obligations (or obligations of professional responsibility) no less protective of the Disclosing Party than those set forth in this Section 6. “Confidential Information” excludes information (other than Personal Information) that (A) is generally and freely publicly available other than due to the Receiving Party’s or any of its Representative’s breach of this Agreement, (B) is revealed to the Receiving Party by a third party who did not receive the Confidential Information, directly or indirectly, from the Disclosing Party subject to a non-disclosure obligation, (C) the Receiving Party or its Representatives rightfully obtains (or obtained) from third parties without restriction, or (D) is independently developed by the Receiving Party or any of its Representatives without reference to or use of the Disclosing Party’s Confidential Information. The Receiving Party acknowledges that a breach of this Section 6(b) would cause irreparable harm to the Disclosing Party for which monetary damages may not readily be measured in monetary terms, and accordingly, the Receiving Party agrees that the Disclosing Party is entitled to injunctive relief in addition to all other rights and remedies the Disclosing Party may have at law or in equity, without posting bond or proving actual damages or liability should relief be denied, modified or vacated.

    (c) Notwithstanding Section 6(b), the Receiving Party may disclose the Disclosing party’s Confidential Information to the extent required by law or a final, binding order from an authority of competent jurisdiction. The Receiving Party will, to the extent permitted by law, (i) notify the Disclosing Party promptly if a law requires, or a governmental authority requires or requests, that the Receiving Party disclose the Disclosing Party’s Confidential Information, and (ii) use commercially reasonable efforts to allow the Disclosing Party an opportunity to seek injunctive relief from, or a protective order with respect to, the contemplated disclosure. The Receiving Party will, at the Disclosing Party’s expense, cooperate with the Disclosing Party to the extent permitted by law to ensure the disclosed Confidential Information is treated in a confidential manner after disclosure. If disclosure is ultimately required, the Receiving Party will disclose only that information required. All information disclosed under this Section 6(c) will, for all other purposes, remain Confidential Information subject to the terms of this Agreement.

    (d) The Receiving Party’s obligations under this Section 6 regarding the Disclosing Party’s Confidential Information survive for three years following termination of this Agreement, except that the Receiving Party’s obligations survive for so long as protectable under applicable law for the Disclosing Party’s Confidential Information that is Personal Information or a trade secret. The terms of this Section 6 supersede any non-disclosure agreement, confidentiality agreement, or similar agreement between the Parties, governing the use and disclosure of Confidential Information in connection with this Agreement.

  7. TERM AND TERMINATION; SURVIVAL.

    (a) Term. This Agreement is effective as of the Effective Date and continues in effect for the duration of the applicable Service Period and until the end of any applicable Wind-Down Period (the “Term”), unless earlier terminated in accordance with its terms.

    (b) Term of Service Period. The applicable Subscription Period identified in the applicable Subscription Form (with respect to the applicable Plume Service, “Subscription Period”) will automatically renew for additional two-year terms (each, a “Renewal Period,” and together with the Subscription Period, with respect to the applicable Plume Service, the “Service Period”) unless a Party provides notice of its intent not to renew (a “Non-Renewal Notice”) at least six months prior to the end of the Subscription Period or then-current Renewal Period.

    (c) Termination for Cause. (i) Plume may terminate the Service Period and/or this Agreement at any time by providing notice of termination to Provider if Provider commits a material breach of this Agreement and the breach continues unremedied for a period of 30 days after Plume provides notice of the breach to Provider. (ii) Provider may terminate a Service Period with respect to a particular Plume Service at any time by providing notice of termination to Plume if Plume commits a material breach of this Agreement with respect to that Plume Service and the breach continues unremedied for a period of 30 days after Provider provides notice of the breach to Plume. Provider cannot terminate any Plume Service absent a breach of this Agreement with respect to that Plume Service. The termination effective date) is the end of the 30-day period in (i) or (ii) as applicable. In lieu of termination, the non-breaching Party may elect to suspend its obligations or the breaching Party’s rights hereunder (with this Agreement otherwise remaining in full force and effect) until such time as the breach has been cured by the breaching Party.

    (d) Effect of Termination of Service Period. If either Party has sent a Non-Renewal Notice in accordance with Section 7(b) or Provider has terminated a Service Period in accordance with Section 7(c), then at the end of that Service Period, Plume will (but only at Provider’s written request) continue to provide that Plume Service for up to one year from the termination effective date (the “Wind-Down Period”) under the financial terms in effect on the termination effective date, provided that Provider is then in and remains in full compliance with the Agreement. If Provider falls out of compliance during the Wind-Down Period, Plume may stop providing Plume Services. Upon the commencement of the Wind-Down Period, Provider will immediately discontinue Selling the Plume Services (except as necessary for Plume to fulfill its obligations during such Wind-Down Period). Provider is not permitted to add additional Active Accounts (as defined in Subscription Form) during the Wind-Down Period. During the Wind-Down Period (or otherwise following any notice of termination of the Service Period or this Agreement), the Parties will cooperate in good faith and work together to assist all Customers in the smooth and timely transition of their accounts directly to Plume or Plume’s designee, through communication of Plume provided information and as Plume instructs. Plume has no responsibility or liability (A) for taking on any Customer contracts or (B) for any other agreements between Provider and its Customers or any other third parties (including “equipment installment plans” or similar programs or promotions).

    (e) Post-Termination Obligations. Upon termination of this Agreement, Provider will immediately stop all use of the Plume Services and all materials identifying or referring to the Plume Services (including Documentation, Advertising Materials, Licensed Trademarks, and Provider Materials). Within 15 days after any such termination, each Receiving Party will (i) return to the Disclosing Party or, at the Disclosing Party’s request, destroy all Confidential Information of the Disclosing Party (except that (A) the Receiving Party may retain copies of the Disclosing Party’s Confidential Information automatically created by disaster recovery or similar programs or law, but all such retained information remains subject to Sections 6(b) and (c) and (B) Plume may de-identify any Provider data (including Personal Information of Customers) in lieu of returning or destroying it), (ii) except as otherwise permitted under this Agreement, cease all further use of the Confidential Information, and (iii) upon written request, provide the Disclosing Party with a written certification of such destruction. Sections 1(g), 1(h)(ii), 2, 3(c), 3(d), 4, 5, 6, 7(e), and 8 survive any termination or expiration of this Agreement.

  8. GENERAL. All notices under this Agreement must be in writing, and will be effective upon personal delivery, transmittal by email, or three days after being sent by prepaid certified or registered mail to the address of the Party to be notified as set forth in the Subscription Form or at such other address as such Party last provided to the other Party by written notice in accordance with this Section 8. Neither Party may assign or delegate its rights or obligations under this Agreement without the consent of the other Party, except that each Party may assign and/or delegate its rights and obligations hereunder to an affiliate or to a successor to all or substantially all of its business or assets to which this Agreement relates. The representations, warranties, covenants and agreements in this Agreement are binding on and for the sole benefit of the Parties hereto and their respective permitted successors and assigns and will not be construed as conferring any rights on any other person or entity. Any assignment or delegation in contravention of this Section is void. The failure of either Party to enforce its rights under this Agreement at any time for any period does not waive those or any other rights. Except to the extent stated otherwise in this Agreement, each Party’s rights and remedies under this Agreement are cumulative and are in addition to all other rights and remedies available at law or in equity. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, and discussions between the Parties relating to the subject matter of this Agreement and all past dealing and industry custom. Except as otherwise set forth in this Agreement, this Agreement may be amended or modified only by a written instrument that refers specifically to this Agreement and is executed in accordance with this Section, but “written instrument” does not include the text of e-mails or similar electronic communications. If any set of facts or circumstances form the basis of a claim under more than one provision in this Agreement, a Party may pursue relief under any or all of such provisions, but in no event will a Party be entitled to duplicate or multiple recovery for any loss arising from or relating to the same set of facts or circumstances. If a governmental authority of competent jurisdiction holds any provision of this Agreement to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law). If an unenforceable provision is modified or disregarded in accordance with this Section, all other provisions of this Agreement remain in effect as written, except that this entire Agreement will be unenforceable if modifying or disregarding the unenforceable provision affects the economic and legal substance of the transactions contemplated by this Agreement in a manner materially adverse to either Party. The validity, interpretation, construction and performance of this Agreement, and any dispute that directly or indirectly arises from or relates to this Agreement, is governed by, construed and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The Parties agree that (i) the Delaware Court of Chancery or the Delaware Superior Court’s Complex Commercial Litigation Division (as applicable) located in New Castle County has exclusive jurisdiction over and is the exclusive venue for any dispute that directly or indirectly arises from or relates to this Agreement; and (ii) each Party irrevocably consents to exclusive jurisdiction over that Party in those courts, waiving all objections to such jurisdiction and venue. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING THAT DIRECTLY OR INDIRECTLY ARISES FROM OR RELATES TO THIS AGREEMENT. This provision will operate without prejudice to either Party’s ability to seek injunctive or other interlocutory relief in any court accepting jurisdiction to protect and enforce its intellectual property rights. All Exhibits and addenda referenced in this Agreement are hereby incorporated by reference, provided that if there is a conflict between the terms contained in the body of this Agreement and an Exhibit, the terms of this Agreement govern and prevail, except where expressly noted otherwise. The descriptive headings in this Agreement are used solely for convenience and are not intended to affect its meaning or interpretation. The words “including,” “include,” and “includes” are not limiting and are to be read as if they were followed by the phrase “without limitation.” References to days are references to calendar days unless specified otherwise.

Exhibit A-1

WORKPASS SERVICES DESCRIPTION

Business Administrator Facing Product Suite

Plume WorkPass Smart Business Service Suite

WorkPass is delivered through the Plume Cloud, the Plume App, and Enabled Hardware. Standard updates and upgrades to the Plume Services made during the Term will be provided to Provider at the same time those updates and upgrades are provided to other similarly situated Plume customers.

  • Plume WorkPass App: Plume’s mobile app (available for iOS and Android, the “WorkPass App”) facilitates the initial association of Enabled Hardware to a Customer’s account and allows Customers to monitor and manage the business Wi-Fi network. The WorkPass App will be Plume WorkPass and Provider co-branded (i.e., will include Provider’s logo and name only in the form “WorkPass Powered by [Provider]” and not any of Provider’s trade dress), in English, and will be made available directly to end users to be downloaded from in-country Apple App or Google Play Stores. The WorkPass App will include links to Provider’s (and not Plume’s) end user terms/privacy policies and Customer support websites and phone numbers. Provider will maintain the end user terms and conditions and privacy policy set forth in this Agreement. Provider will provide Plume links to these items to be included in the WorkPass App.

  • Link: Using artificial intelligence, the Link service uses data from the local area network to optimize the location for maximum capacity and throughput to provide better quality of service for consumer services utilizing the Wi-Fi network. Link automatically identifies devices on the network, uses device information and limitations, running applications, time of day, interference, Wi-Fi bands, channels, and other local area network data to provide better Wi-Fi experience at the location.

  • Shield: Plume Shield provides customers with protection from security threats from both inside and outside of the business using enterprise grade DNS and IP threat detection (“Level 1”) and behavioral based IoT anomaly detection (“Level 2"). Advanced adblocking functionality is also included.

  • Keycard: Keycard provides a separate secure Wi-Fi network, isolated from the Employee and Guest network, designed to host sensitive devices in the business. Access and visibility to any device on the Keycard Wi-Fi network from the Employee network requires explicit configuration by the system administrator in the WorkPass App. Keycard also establishes a dedicated Employee network with features that enable the administrator to create and enforce employee policies to control time of day access to the network, content consumed on the network and access to other devices in the same network.

  • Concierge: Guest access to the network, which is offered via on open SSID to the public, is provided by a captive portal access page. The captive portal webpage can be branded by the administrator, and varying levels of access requirements can be controlled. These access requirements include customizable terms and conditions requiring acceptance, social media login, and email verification requirements. Reporting on the number and type of guests accessing the network is made available via the WorkPass App. As between the Parties, Plume will control any Internet search functionality and advertising on the captive portal webpage, and all revenues associated therewith accrue only to Plume.

  • Flow: Wi-Fi enabled motion sensing that leverages existing Wi-Fi devices in the business by capturing signals indicating movement within a business near a particular Wi-Fi device. Provider acknowledges that Flow is only available on certain Enabled Hardware (a list of which is available on written request delivered to Plume).

Plume is not responsible for Customer compliance with laws at the point of service that govern access to or any feature of any Plume Service, including Plume WorkPass.

Further information about the above is available at www.plume.com/workpass. If Plume itself develops additional features or functionality for the Plume Services, Plume will make those features and functionality available under this Agreement at no additional cost during the Service Period. For clarity, such additional features and functionality exclude third-party products and services that work with the Plume Services or any other services, features, or functionality that Plume may otherwise offer as add-ons or premium upgrades to the Plume Services and are typically categorized as services that require additional capital expenditure or are services where the product is focused on delivering a service to a niche market. Plume may identify those add-ons/premium upgrades to Provider from time to time during the Subscription Period and each Renewal Period. By way of example, Plume may offer the following LTE Backup service as an add-on/premium upgrade:

  • LTE Backup: When equipped with a router supporting LTE connectivity with OpenSync, the Internet connectivity of the business is protected when the primary fiber, DOCSIS, DSL or other means of connection is disrupted. Failover to the LTE data secondary connection and recovery back to the primary connection is automatically handled by the Plume Cloud.

The SLA set forth in Exhibit A-4 governs the Plume WorkPass Services.

Exhibit A-2

HOMEPASS SERVICES DESCRIPTION

HomePass is delivered through the Plume Cloud, the HomePass App, and Enabled Hardware. Standard updates and upgrades to HomePass made during the Service Period will be provided to Provider at the same time those updates and upgrades are provided to other similarly situated Plume customers.

  • HomePass App: Plume’s mobile app (available for iOS and Android) (the “HomePass App” and together with the WorkPass App, collectively the “Plume Apps”) facilitates the initial association of Enabled Hardware to a Customer’s account and allows a Customer to monitor and manage the home Wi-Fi network. The HomePass App will be HomePass and Provider co-branded (i.e., will include Provider’s logo and name only in the form “HomePass Powered by [Provider]” and not any of Provider’s trade dress), in English, and will be made available directly to end users to be downloaded from in-country Apple App or Google Play Stores. The HomePass App will include links to Provider’s (and not Plume’s) end-user terms/privacy policies and customer support websites and phone numbers. Provider shall maintain the end- user terms and conditions and privacy policy as set forth in the Agreement. Provider shall provide Plume links to these items to be included in the HomePass App.

  • Adapt: Using artificial intelligence, the Adapt service uses data from the local area network to optimize the location for maximum capacity and throughput to provide a better quality of service for consumer services utilizing the Wi-Fi network. Adapt automatically identifies devices on the network, uses device information and limitations, running applications, time of day, interference, Wi-Fi bands, channels, and other local area network data to provide a better Wi-Fi experience at the location.

  • Control: A set of features that enable parents to monitor and control website access and protect kids online, including features to freeze the internet instantly or on a schedule. Guest and device access can be controlled and managed via custom passwords.

  • Guard: Guard provides customers with protection from security threats from both inside and outside of the home using enterprise grade URL and IP threat detection (“Level 1”) and application monitoring and anomaly detection service (“Level 2”). Advanced ad blocking functionality is also included.

  • Sense: Sense provides WiFi-enabled motion sensing that leverages existing WiFi devices in the home by capturing signals to indicate movement within a home near a particular Wi-Fi device. Provider acknowledges that Sense is only available on certain Enabled Hardware (a list of which is available on request).

Further information about the above is available at www.plume.com/homepass. To the extent Plume itself develops additional features or functionality for HomePass, Plume will make those features and functionality available hereunder at no additional cost during the Service Period. For clarity, such additional features and functionality exclude third-party products and services that work with HomePass or any other services, features, or functionality that Plume may otherwise offer as add-ons or premium upgrades to HomePass and are typically categorized as services that require additional capital expenditure or are services where the product is focused on delivering a service to a niche market.

The SLA set forth in Exhibit A-4 governs the Plume HomePass Services.

EXHIBIT A-3

HAYSTACK SERVICES DESCRIPTION

Service Provider Product Suites

Haystack: Haystack is a comprehensive back-end suite targeted for support and operations. Leveraging network, customer and behavioral data, Haystack improves consumer experience through both data rich reactive and proactive support, while reducing operational and support costs. Haystack monitors all devices, providing KPIs and visibility down to each connected end user device.

  • Frontline: A comprehensive set of support tools including Tier 1 Support used by Customer Care (Call Center) personnel to provide a simple to understand and actionable view of the Customer network. and Tier 2&3 Support, requiring a more detailed engineering view and analysis including performance history.

  • Panorama: Aggregate-level view across the network detailing such statistics as client device distribution, active nodes, security threat origination, threats blocked, and other statistics related to network health and use of the network.

  • Signal: An AI-powered customer support application that provides visibility into WiFi health for each subscriber location across the network, and alerts support teams when customers are experiencing issues or are at risk of experiencing issues.

Customer Onboarding and Reports: End users are identified through email supplied by the end user at registration in the App. Plume will provide a monthly report to Provider identifying the number of Active Accounts at the beginning and at the end of the month, as well as the number of net new additions and losses. Provider is solely responsible for maintaining the association between the end user and the Enabled Hardware, enabling the Provider to bill the end user. For clarity, Plume will not reimburse or otherwise compensate Provider for any Provider loss of revenue associated with provider failure to maintain the association between the end user and the Enabled Hardware.

Plume will provide Provider with unlimited access to Provider users for Frontline and Signal, and access for up to three Provider users for Panorama.

The Plume Haystack Services are not covered by the SLA in Exhibit A-4

EXHIBIT A-4

SERVICE LEVEL AGREEMENT WITH RESPECT TO THE PLUME HOMEPASS SERVICES AND THE PLUME WORKPASS SERVICES

Subject, in all cases to the terms of the Service Level Agreement (this “SLA”) set forth in this Exhibit A-4, Plume will use commercially reasonable efforts to make the Plume Services available without interruption, except that the Plume Services are not and will not be considered unavailable if the unavailability results from (a) Plume Maintenance, (b) any use of the Plume Services by Provider or Customers that is inconsistent with the terms of this Agreement, Plume’s End User License Agreement, or Provider’s end user license agreement concerning the Plume Services, (c) any fault, failure, or fluctuation of Provider’s or any Customer’s information technology systems, electrical supplies or systems, or access to the Internet, (d) Provider’s failure to follow reasonable backup and restoration procedures for its IT systems, (e) Provider’s failure to comply with any of its obligations under this Agreement, (f) one or more Warranty Exceptions or (g) an act of God. “Plume Maintenance” means (i) general maintenance conducted no more than 15 hours per month that is necessary to perform preventative and other routine system maintenance functions and (ii) any maintenance outside of those hours that is critical and cannot be delayed (“Priority Maintenance”). Plume will notify Provider promptly after scheduling any Priority Maintenance.

If a Plume Service is available less than 99.5% during any calendar month, Provider will receive a credit of 3.33% of that month’s fees for every 1% below 99.5%, up to 10% in any given month. In all cases, subject to the conditions of this SLA, Provider is responsible for all Tier 1 and Tier 2 support (as further described below) and Plume is responsible for all Tier 3 and Tier 4 support.

SUPPORT TIERS

The Parties agree to determine the medium and venue for the sharing of release notes and/or other similar information during the first governance committee meeting. In addition, technical support documentation is captured in Plume’s learning management system which Provider will be able to access on demand and as often as needed, as well as on Plume’s support page (https://partnersupport.plume.com/) and through ongoing webinars.

Tier 1 Support. Call receipt, screening and incident classification, providing resolution of simple or known problems, the administration of Customer accounts and tracking of all incidents to resolution. Provider technical support staff responds to technical inquiries from Customers regarding the Plume Services, installations and configurations. Provider technical support staff provides problem diagnostics services for identifying problems and generic application faults, analysis and where possible, problem resolution. Provider technical support staff will leverage tools such as Frontline Tier 1, Plume support knowledge base, Provider case management system and order management system.

Tier 2 Support. Problem resolution with reference to technical support information databases, documentation or material covered in training classes, troubleshooting and building test cases to reproduce problems and identifying program errors, and creation of appropriate workaround solutions. Provider’s technical support staff will perform problem isolation and replication, lab simulations and interoperability testing, remote diagnostics services and implement a workaround followed by a resolution for the identified problems. Provider technical support staff will leverage all available tools for Tier 1 and in addition also use the Plume Frontline Tier 2/3 tools.

  • OpenSync Integrated Non-Plume Platforms: Provider technical support staff are required to review the device logs in partnership with the ODM if available and applicable. If no resolution can be found or if the issues identified are within OpenSync, Plume Cloud or the Plume Apps, then escalate to Tier 3 Support. Issues pertaining to hardware faults, system driver, DOCSIS/WAN, VOICE are outside the scope of Plume Support and shall be dealt with by the respective ODM.

  • OpenSync Integrated Plume Platforms: Provider technical support staff to escalate issues to Tier 3 Support if no resolution can be found or if they are related to OpenSync, Plume Cloud or either of the Plume Apps.

Tier 3 Support. Resolution of incidents for which a resolution is not available in technical support information databases, documentation or material covered in training classes: At the request of Provider’s technical support staff, Plume support engineers perform troubleshooting of the Plume Services and, if required, isolate a problem or error and implement a resolution, including development of a workaround that restores operations. In the case of an error, Plume support engineers in partnership with Plume engineering (ODM If applicable) are able to identify the source of the error, create a reproducible test and document the details of the error. Plume engineering (ODM if applicable) is then responsible for implementing an appropriate update. Tier 3 support staff leverages all tools available to Tier 1 and Tier 2. In addition, this support staff team leverages log pull data from Plume platforms, ODM platforms, cloud logs, monitoring, and reporting tools where applicable and available.

Tier 4 Support. The creation of modifications to the code or application services that enable the temporary or permanent resolution of issues.

SUPPORT LEVELS AND TEAMS

Tier 1 and 2 Support – is the line of support to be provided by Provider to the Customers in regard to the Plume Services. Provider will also be responsible for setting up a level 2 support team who will have the ability to report issues to Plume by phone and email.

Tier 3 Support – is the third line of support to be provided by Plume to Provider’s level 2 escalations team and network operations team with the primary objective of replicating advanced program errors that level 2 support or network teams are unable to reproduce. Level 3 support is also the liaison between Provider support and Plume’s level 4 support team.

Tier 4 Support – represents Plume’s engineering and operations team who can modify the code or application cases to resolve issues on a temporary or permanent basis.

INFORMATION PROVIDER MUST FURNISH WHEN REPORTING ISSUES TO PLUME AS A CONDITION TO RECEIVING PLUME SUPPORT

Provider will provide Plume such Customer account information as Plume may request from time to time to permit Plume to provide support.

  • Date and time issue started
  • Number of Customers affected
  • Location of networks experiencing the issue
  • Description of symptoms - describe the customer experience
  • NOC links (if available) or Customer account numbers
  • Affected services and features (Plume App(s), network, device)
  • Firmware version
  • Customer’s services (for example with IPTV)
  • Link to Plume log-pull initiated in NOC of Customer account
  • Client devices impacted

SUPPORT

To obtain support from Plume, Provider must satisfy the following operational communication process:

OPERATIONAL COMMUNICATION PROCESS

For specific Tier 3 or Tier 4 issues Provider must create Zendesk tickets in a Plume-specific Zendesk queue and provide access to Provider personnel. Plume will provide a system health Web page as well as API endpoints to retrieve the health of each major component of Plume's solution so that Provider can integrate the status into NOC tools. Except when maintenance is required sooner to address Severity Level 0, 1, or 2 issues, Plume will use commercially reasonable efforts to provide at least 72 business hours’ advance notice of material planned system maintenance.

SOFTWARE MAINTENANCE RELEASES

bug fixes” mean a change to the solution intended to permanently cure a bug. Following Plume’s development of permanent solutions or bug fixes for known software problems, such fixes will be incorporated in software maintenance releases that will periodically be distributed free of charge to Provider during the Term, subject to compliance by Provider of all of its obligations. Software maintenance release notes will be distributed describing the features and bug fixes contained in each software maintenance release. Plume will provide the associated release documentation applicable to the product revisions supported by the software maintenance release and a list of all changes and additions to the latest release. Procedural updates that are impacted by the software maintenance release will also be provided. Plume will provide release notes for all of such releases and a timeframe in which the upgrade will be performed.

SOLUTION UPGRADE

Solution upgrades are included as part of Plume’s technical support services. Plume will notify Provider of all Plume-managed software upgrades, including details relevant to Provider’s environment and configuration. Plume will provide release notes for all such releases and a timeframe in which the upgrade will be performed. In cases where bug fixes are developed on non-Plume platforms, Plume engineering will work with ODMs in delivering the fixes. Provider acknowledges that ODMs, and not Plume, are responsible for incorporating the fixes on the respective platforms via firmware updates and for communicating these updates to Provider via release notes.

IMPLEMENTING BUG FIXES AND UPGRADES

Plume will provide Provider with access to a beta testing environment to enable Provider to evaluate and test scheduled maintenance releases and upgrades (which exclude, for the avoidance of doubt, any patches, hot fixes, or releases that must be implemented in Plume’s sole discretion to maintain the integrity or security of the solution). Provider will have approximately two weeks to evaluate such releases and upgrades and may notify Plume of any concerns or issues with respect thereto, which Plume will correct in accordance with the terms of this SLA.

END USER DOCUMENTATION SERVICE

Plume will provide Provider with end user documentation and/or end user documentation updates relating to the solution.

EMERGENCY ON-SITE SUPPORT

Plume does not provide on-site support under normal circumstances. If remote support fails to resolve Critical problems and Provider personnel have made reasonable efforts based on instructions from Plume’s engineers to resolve such problems, Plume will use commercially reasonable efforts to dispatch an engineer to the site within 72 business hours of when Plume determines the need to provide emergency on-site support (subject to any restrictions on travel implemented under applicable law, including by any governmental entity, agency or authority or Plume’s corporate policies). At all times, Plume’s engineer should be accompanied on site by qualified Provider engineers and other Provider resources Plume needs to facilitate immediate interaction and resolution of the issues reported. Provider shall pay Plume on a time and materials basis at Plume’s then standard rates in addition to reimbursement for all reasonable out-of-pocket expenses incurred by Plume in connection with such support. “Critical” means any issue that Plume determines Plume engineers cannot resolve remotely.

SUPPORT DURING CONTRACT TERMINATION

If Provider terminates the contract with Plume, support will be provided for a defined timeline (12 months typically from the date contract was terminated) and scope will be limited to only critical bugs and/or security fixes subject to platform not being EOL (End-Of-Life)

SEVERITY LEVEL DEFINITIONS

Severity Level 0 – This service level applies if there is a material breach of the data security and confidentiality which does or is substantially likely to compromise the integrity or security of Confidential Information.

Severity Level 1 Outage – all or a material portion of the Plume Services are offline, do not come within the parameters of availability, and/or are not working in material adherence to the documentation or specifications, as applicable, and there is no circumvention for the problem. Examples of a material portion of the solution would be provisioning API’s, the broadcasting of SSID or a lack of functioning Wi-Fi in a premise.

Severity Level 2 Critical – at least fifteen percent (15%) of users experience severe degradation in the use of essential functions of the Plume Services, and there is no acceptable alternative solution. Critical Non- Conformities are normally represented by a system error preventing the function from being processed or completed. An example of a severe degradation is defined as a loss of WiFi functionality on the premises of the Plume App or networks failing to optimize, thereby affecting Customers' ability to connect to the Internet reliably.

Severity Level 3 Fast Track – an essential function of the Plume Services cannot be performed; however, the non-conformity is isolated to either a single user or a single, non-material data element and/or there is an acceptable alternative solution. Examples of essential functions include intermittent loss of connectivity to WiFi and/or Internet, provisioning of Plume hardware or new Customers and access to the Plume App.

Severity Level 4 High – the reported non-conformity is not critical to the day-to-day operations of any single user, and there is an acceptable alternative solution. For clarity, critical day-to-day operations are the functionality of WiFi, connectivity via SSID, provisioning of Plume hardware or new Customers, access to the Plume App, and the ability to access Plume central or Plume NOC to handle support calls.

Exhibit B

MARKETING AND RELATED OBLIGATIONS

Provider will comply with the following with respect to marketing and promoting the Plume Services:

  • Maintain an evergreen and prominent presence on Provider’s owned channels (web, CRM, social, customer support, and sales)

    • Evergreen: Provider will have dedicated messaging on its web homepage and supporting landing pages

    • Prominence: Provider will, consistent with its reasonable business judgment, conduct marketing campaigns (email, newsletters, etc.) to its addressable subscriber base with the Plume Services as a central message

  • Launch and sustain efforts in Provider’s PR and Advertising campaigns

    • Launch: Provider will, consistent with its reasonable business judgment, conduct a coordinated PR and marketing campaign to launch the Plume Services to its addressable Customer base
    • Sustain: Provider will, consistent with its reasonable business judgment, conduct ongoing marketing efforts
  • Participation in joint promotions as may be agreed to in good faith by the Parties, such as:

    • As a reference account
    • Jointly producing a written case study
    • Video testimonial that will be made available on Plume’s website and in Plume produced content
    • Participation in a Plume- or Plume partner-promoted webinar as a participant speaking on behalf of Plume

Provider will provide to Plume operational information including NPS (or related satisfaction) data, call in rates, truck rolls, and other customer service data for the purpose of allowing Plume to improve the Plume Services for Provider. In connection with the foregoing, Plume may provide to Provider “best practices” and recommended survey questions and methodology. If mutually determined to be beneficial and to the extent not already available, the Parties may agree to develop an API to transmit such customer service data from Provider’s systems to Plume’s systems. Provider will participate and contribute additional business and technical results as Plume reasonably requests.