CORE7 Cloud – Hardware as a Service Terms and Conditions

1. Hardware as a Service Agreement Overview

Upon submission of a Hardware as a Service (Haas) order, you (Customer) agree to the Terms and Conditions of this HaaS Agreement relating to equipment purchased from CORE7 Cloud Technology Consultants LLC (Company). This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. Agreement is entered into effect as of (Effective Date). (Customer) acknowledges that they have read this Agreement, understand it, and agree to be bound by its terms and conditions.

2. Definitions

The terms set forth below when used herein shall have the following meanings:

2.1. “Activation” occurs at such time as the Company commences providing Service to a Connection purchased by Customer. Each new Connection assigned to an account constitutes an activation.

2.2. “Activation Date” means the date on which the Company commences providing Service to a device assigned to Customer.

2.3. “Billing Month” means each billing cycle of a calendar, consisting of approximately thirty (30) days, used by Company in its billing of Services to Customer.

2.4. “Carrier” means the underlying carrier of the Service, and its subsidiaries and Affiliates.

2.5. “Company” means CORE7 Cloud Technology Consultants LLC or CORE7 Cloud or CORE7.

2.6. “Connection” (s) means the serial number assigned to a device by the Carrier to provide access to the Services.

2.7. “Deactivation” means termination of Service to any Connection assigned to Customer for any reason.

2.8. “End User” means an individual or entity obtaining access to and/or utilizing the Services from Customer.

2.9. “Equipment” means all devices or equipment necessary to enable Customer and End Users to receive the Service, including but not limited to, Customer’s network or facilities (if any), any End User device and related equipment.

2.10. “Good working condition” means equipment functions perfectly with no exterior damage apart from normal usage related wear and tear.

2.11. “Facilities” means the combination thereof, including, without limitation, the telecommunications switching equipment, firewall security equipment, wireless equipment, telephone equipment, billing systems and other equipment utilized by Carrier to provide the Services.

2.12. “Initial Activation Date” means the date on which the Company first commences providing Service to a Connection assigned to Customer under this Agreement on both the Company’s and Carrier’s networks.

2.13. “Dashboard” means CORE7’s Internet-based SAAS (“software as a service”) management platform that allows CORE7 Cloud customers and business partners to access, monitor, use and manage their respective networks, connections and connected devices.

2.14. “Service” means Company’s and Carrier’s data network and includes the features and services attached hereto and incorporated herein, and as amended at any time with prior notice.

2.15. “Service Plans” means the particular set of rates, terms and conditions to which Company makes its Service available to Customer.

2.16. “Subscriber” means any person or entity purchasing Services from Company, including Customer but not including End Users.

3. Equipment Terms and Payment

Customer fully understands and agrees that Customer is not purchasing or holding title to any equipment supplied by Company and must return the equipment per the terms and conditions noted herein. The equipment Customer leases may be new or reconditioned.

3.1. Terms: Each item of equipment has its own agreement term which commences upon the Activation Date and lasts for thirty-six months (36). On the Activation Date customer will be charged a prorated first Monthly Recurring Charge for each item noted in Exhibit A. Company will charge entire month MRC and usage for final month of service. Monthly payments will be made by preauthorized Automated Clearing House or credit card transactions unless Customer establishes credit terms with Company. The anniversary date of the agreement is the first day of the month during which the initial invoice is dated.

3.2. Invoices: Company shall submit an invoice to Customer on a monthly basis, for Service furnished in accordance with the terms of this CORE7 Cloud HaaS Agreement. Such invoice shall include reasonable detail regarding the amounts charged. Customer shall pay all undisputed amounts on such invoices within 30 days after the date the invoice was received or, if bills are electronically posted, within 30 days of such electronic posting. In the event that payment is not made within such 30 day period, Company reserves the right to charge a late fee equal to ten (10%) percent annually from the due date until paid. Company reserves the right to interrupt or terminate Service in the event Customer fails to pay undisputed charges within 30 days after a proper notice of nonpayment.

3.3. Disputed Charges: Customer shall provide Company with written notice of any disputed charges within 60 days after Customer receives an invoice containing the charges in question and, with such notice will include reasonable detail regarding the dispute. If the disputed charges cannot be resolved by mutual agreement between Customer and Company within thirty (30) days, then the dispute will be handled under the dispute resolution process described in Section 11. Notwithstanding anything contained herein to the contrary, Customer shall pay all undisputed charges when due.

3.4. Bankruptcy: If Customer files for bankruptcy protection or an involuntary bankruptcy petition is filed against Customer, Company and Customer agree that Company shall be entitled to draw down against any deposit for any charges that are past due at that time. Should Company seek relief from the automatic stay in order to effect such action, although such relief may not be required under current law, Customer agrees and stipulates to the entry of relief from the stay and agrees to raise no defenses thereto. Company and Customer stipulate that the deposit and the Customer’s obligations under this CORE7 Cloud HaaS Agreement arise out of the same transaction. If customer files for bankruptcy protection or an involuntary bankruptcy petition is filed against Customer, Company and Customer agree that Customer will return all equipment to Company within fourteen (14) days.

3.5. Payment Terms and Deposit: In the event Customer is in Default (as hereinafter defined) on its financial obligation to Company and fails to cure such Default within thirty (30) days after notice from Company, Company may modify the payment terms to require full payment in advance of any future Service and/or require Customer to provide a security deposit to secure Customer payment obligations hereunder. In the event the Customer defaults on its financial obligation to Company and Company incurs legal and/or collection fees to pursue collection, Customer agrees to reimburse Company in full for all costs incurred to satisfy collection, including reasonable attorney’s fees.

3.6. Taxes: Customer shall pay all applicable federal, state and local sales, use, public utilities, gross receipts or other taxes, fees, or recoveries imposed on Company by any federal, state and local governmental entity with jurisdiction over the territories in which the Service is received as a result of this CORE7 Cloud HaaS Agreement (collectively, “Taxes”) (other than taxes imposed on the net income of Company). Customer will submit certificates of resale for federal excise tax to the Company upon receipt as required for the states in which it resells Service. Customer is responsible for collecting from its End Users and paying all Taxes associated with its provision of Service, where applicable. Customer will reimburse Company for any such Taxes paid by Company on Customer’s behalf within ten (10) days of written demand along with proof of payment.

3.7. End of Terms: At the conclusion of thirty-six (36) month agreement period, terms will automatically renew thereafter for consecutive one (1) month terms, unless terminated by either party with twenty-one (21) days written notice to the other party prior to the expiration of the then current term. If Customer does not wish to renew the current terms, Customer has the option to (i) transition to a new monthly service only plan for a one (1) year term at the cost of the then current plan, or (ii) terminate the agreement and return all equipment to Company.

3.8. Equipment Return: If either party decides to terminate the current term upon expiration and provides the required 21 days’ notice, Customer must contact Company within seven (7) business days of expiration to arrange for an equipment return authorization form. Equipment must be returned to Company in good working condition as outlined in Section 2 within fourteen (14) days of termination. Normal wear and tear is accepted. If Company does not receive equipment within 14 days of termination or if the equipment is returned in damaged condition, Company will charge customer the Default Rate for each leased item. The Default Rate is calculated as 110% of original equipment value minus 2% of that value for each payment made in full. Company reserves the right to charge these fees to the credit card or bank account provided by Customer. Customer is fully aware and agrees to the fees outlined in this agreement and all expenses for collection, legal fees, pick up cost or any other charges related to a default or material breach in terms of this agreement.

3.9. Cancellation: If Customer terminates Agreement prior to the end of the original 36 month term, Customer must provide 30 days written notice. Equipment must be returned to Company in good working condition as outlined in Section 2. Customer will be charged for full MRC up to and including the month that canceled equipment is received at Company. Customer will also be charged an early cancellation fee of 60% of the original equipment value minus 2% of that value for each payment made in full. If Customer does not return equipment in good working order to Company as per the return procedure noted in Section 2, Customer will be charged 110% of original equipment value minus 2% of that value for each payment made.

3.10. Equipment Additions: Equipment can be added to Exhibit A at any time by Company at request of Customer. All additional Equipment is subject to these terms and conditions. The 36 month lease term commences on the date Equipment is added to Exhibit A.

3.11. Service Plan Changes: Customer can change to another service plan offered by Company with approval of Company at any time. The service plan change and new MRC will begin on the first day of the month following the change.

3.12. Support: See Company SLA for support obligations

4. Usage

4.1. Customer shall keep the equipment free and clear of any liens or other encumbrances, and shall not permit any act where Company’s title or rights may be negatively affected. Customer shall be responsible for complying with and conforming to all laws and regulations relating to the possession, use or maintenance of the Equipment. Furthermore, Customer shall promptly pay all taxes, fees, licenses and governmental charges, together with any penalties or interest thereon, relating to the possession, use or maintenance of the Equipment.

5. Restrictions

5.1. Forbidden Activities: Service to a Connection may be suspended if there is a reasonable suspicion of fraudulent use. Customer agrees to make good faith efforts to minimize abuse or fraudulent use, to promptly report to Company any such abuse or fraudulent use of which Customer becomes aware, and to cooperate in any investigation or prosecution initiated by Company. Customer shall not, and shall use commercially reasonable efforts to ensure that End User shall not:

• 5.1.1. Attempt or assist another to intentionally and fraudulently access, alter or interfere with the communications and/or information of other data Users;
• 5.1.2. Rearrange, tamper or make an unauthorized connection with any Facilities of a Carrier; communications and/or information of other data Users;
• 5.1.3. Use or assist others in the use of any unethical or fraudulent scheme, or by or through any other unethical or fraudulent means or devices whatsoever, with intent to avoid payment of, in whole or in part, any charges for Service;
• 5.1.4. Use the Service in such a manner so as to intentionally interfere unreasonably with the use of Service by one or more other Users or End Users;
• 5.1.5. Without limiting the obligation of Company and the Carriers to have and maintain any licenses necessary to provide the Service, use the Service to convey information that is obscene, salacious or prurient, or to convey information of a nature or in such a manner that renders such conveyance unlawful;
• 5.1.6. Use the Service without permission on a stolen or lost device;
• 5.1.7. Install any amplifiers, enhancers, repeaters or other devices that modify the radio frequencies used to provide the Service in an manner consistent with fraudulent use; or
• 5.1.8. Use or alter, or attempt to use or alter, the Service for any non-data purpose, including but not limited to voice related services.

6. Limitations of Warranties and Liability

6.1. Disclaimer of Warranties: EXCEPT AS TO ANY WRITTEN LIMITED WARRANTY THAT MAY BE PROVIDED, ALL EQUIPMENT IS PROVIDED ON AN “AS-IS” AND “WITH ALL FAULTS” BASIS AND THE EQUIPMENT AND SERVICES IS PROVIDED WITHOUT ANY IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK OF USE OF THE EQUIPMENT. COMPANY DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND CUSTOMER ACKNOWLEDGES IT IS NOT RELYING ON ANY SUCH STATEMENT. ANY STATEMENTS MADE IN PACKAGING, MANUALS OR OTHER DOCUMENTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS WARRANTIES BY COMPANY OF ANY KIND. NEITHER COMPANY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DEALERS, SUPPLIERS, PARENTS WARRANT THAT THE INFORMATION, PRODUCTS, PROCESSES, AND/OR SERVICES AVAILABLE THROUGH THE SERVICE OR EQUIPMENT WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL OR ERROR FREE EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS CORE7 CLOUD HAAS AGREEMENT OR ANY PAPER OR ON-LINE COPIES OF ANY END USER DOCUMENTATION PROVIDED BY THE CARRIERS OR THE EQUIPMENT MANUFACTURER. CUSTOMER HAS NOT RELIED ON AND WILL NOT CLAIM THAT IT IS ENTITLED TO THE BENEFITS OF ANY REPRESENTATIONS, PROMISES, DESCRIPTION OF THE SERVICE OR OTHER STATEMENT NOT SPECIFICALLY SET FORTH IN THIS CORE7 CLOUD HAAS AGREEMENT OR ANY PAPER OR ON-LINE COPIES OF ANY END USER DOCUMENTATION PROVIDED BY THE CARRIERS OR THE EQUIPMENT MANUFACTURER.

6.2. Limitation of Liability: EVEN IF COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, THEY WILL NOT BE LIABLE TO CUSTOMER OR ANY OF CUSTOMER’S EMPLOYEES, AGENTS, END USERS, CUSTOMERS OR ANY THIRD PARTIES FOR ANY DAMAGES ARISING FROM USE OF THE SERVICE OR ANY EQUIPMENT, INCLUDING WITHOUT LIMITATION: DISCLAIMED DAMAGES, PERSONAL INJURY OR PROPERTY DAMAGES; OR ANY DAMAGES WHATSOEVER RESULTING FROM INTERRUPTION OR FAILURE OF SERVICE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR THE INABILITY TO USE THE SERVICE. EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, IT WILL NOT BE LIABLE TO THE OTHER PARTY OR ANY OF ITS EMPLOYEES, AGENTS, END USERS, CUSTOMERS OR ANY THIRD PARTIES FOR ANY PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES UNLESS THE DAMAGES ARISE FROM THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE SERVICE IS NOT GUARANTEED AGAINST EAVESDROPPERS, HACKERS, ATTACKS, VIRUSES, OR INTERCEPTORS, AND CUSTOMER AGREES THAT COMPANY SHALL NOT BE LIABLE TO CUSTOMER OR END USERS FOR ANY LACK OF PRIVACY OR SECURITY UNLESS COMPANY FAILS TO USE REASONABLE EFFORTS TO PREVENT (AND FAILS TO CAUSE THE CARRIERS TO USE REASONABLE EFFORTS TO PREVENT) SUCH ACTIONS. THE MAXIMUM AGGREGATE LIABILITY OF A PARTY TO THE OTHER PARTY, AND THE EXCLUSIVE REMEDY AVAILABLE IN CONNECTION WITH THE AGREEMENT FOR ANY AND ALL DAMAGES, INJURY, LOSSES ARISING FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION RELATED TO THE SERVICE OR EQUIPMENT, SHALL BE TO RECOVER NO MORE THAN $10,000.00; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, A PARTY’S FAILURE TO COMPLY WITH APPLICABLE LAW, AMOUNTS PAYABLE BY A PARTY UNDER AN OBLIGATION TO INDEMNIFY AND DEFEND THE OTHER PARTY, OR DAMAGES ARISING FROM TERMINATION OR SUSPENSION OF THE SERVICE BY COMPANY OR A CARRIER WITHOUT HAVING A RIGHT TO DO SO UNDER THIS CORE7 CLOUD HAAS AGREEMENT. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS CORE7 CLOUD HAAS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. THE LIMITATIONS SET FORTH IN THE PRECEDING TWO PARAGRAPHS ARE INDEPENDENT OF EACH OTHER AND BOTH THE LIMITATION OF DAMAGES AND LIMITATION OF REMEDY SET FORTH ABOVE WILL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY OR ALL PARTS OF THE LIMITED REMEDY SET FORTH IN THE PARAGRAPH IMMEDIATELY ABOVE.

7. Default, Termination, Disconnection and Migration of Service

7.1. “Default” under this CORE7 Cloud HaaS Agreement shall be defined as:

• 7.1.1. Customer’s breach of a material term, any representation, warranty or covenant of this CORE7 Cloud HaaS Agreement;
• 7.1.2. (b) Failure by Customer to pay any undisputed sum due to Company hereunder within five (5) days after same is due hereunder;
• 7.1.3. (c) Customer filing of a petition seeking relief for itself under the bankruptcy laws of any jurisdiction;
• 7.1.4. (d) Entry of an order for relief against Customer under the bankruptcy laws of any jurisdiction;
• 7.1.5. (e) Customer making of a general assignment for the benefit of its creditors
• 7.1.6. (f) Customer’s consent to the appointment of or taking possession of all or substantially all of its assets by a receiver, liquidator, assignee, trustee, or custodian;
• 7.1.7. (g) Customer’s insolvency or failure to pay its debts generally as they become due;
• 7.1.8. (h) Customer’s action (or sufferance of any action taken by its directors or shareholders) effecting or seeking its dissolution or liquidation;
• 7.1.9. (i) Unauthorized assignment of this CORE7 Cloud HaaS Agreement.

8.2. Termination

• 8.2.1. Company may terminate this CORE7 Cloud HaaS Agreement in the event of a Default by Customer under Section 7.1 above which is not cured within thirty (30) days following written notice to the Customer.
• 8.2.2. Company may terminate this CORE7 Cloud HaaS Agreement in the event Customer fails to pay any undisputed amount due to Company when due and fails to cure such Default within thirty (30) days following prior written notice to Customer.
• 8.2.3. A Default for an unauthorized assignment of this CORE7 Cloud HaaS Agreement shall automatically terminate this CORE7 Cloud HaaS Agreement without any further notice or action required from the Company.
• 8.2.4. Termination of this CORE7 Cloud HaaS Agreement for any cause does not release Customer from its payment obligations as noted herein.

8.3. Disconnection of Service: Upon termination of this CORE7 Cloud HaaS Agreement for any reason, Company shall cease to provide Service to Customer and the End Users as of the date of termination. Customer shall provide reasonable notice to the End Users, of any disconnection of service caused by termination of this CORE7 Cloud HaaS Agreement.

8.4. Survival of Financial Obligations: Termination of this CORE7 Cloud HaaS Agreement shall not release either Party from any financial obligation owed to the other Party, to any financial obligations that might subsequently accrue as the result of any act or omission occurring prior to termination, nor from any obligation which is expressly stated to survive termination.

8.5. Remedies: Termination, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the parties and shall be without liability for any loss or damage occasioned thereby, subject to the other terms herein. Termination of this CORE7 Cloud HaaS Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party hereto or which thereafter may accrue in respect of any act or omission prior to termination.

9. Company Warranties

In addition to all other Company representations and warranties set forth herein, Company represents and warrants that:

9.1. Company’s execution of this CORE7 Cloud HaaS Agreement and Company’s performance of its obligations hereunder does not now and will not in the future violate any agreement between Company and any third party.

9.2. Company has complied with all applicable registration and licensing requirements to enable Company to act as a provider and reseller of Service under the terms of this CORE7 Cloud HaaS Agreement.

9.3. The Service does not and will not infringe or misappropriate a third party’s intellectual property rights.

10. Miscellaneous.

10.1. Entire Agreement: This CORE7 Cloud HaaS Agreement, including all exhibits and attachments hereto, sets forth the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings, communications or agreements, whether written or oral, regarding such subject matter.

10.2. Authority: Each Party hereto warrants that it has the authority to enter into this CORE7 Cloud HaaS Agreement, and the signatories, by executing this CORE7 Cloud HaaS Agreement, warrant that they have the authority to bind the respective parties.

10.3. No Joint Venture or Agency: Nothing herein shall be construed or deemed to create any joint venture, partnership, franchise, or agency between Company and Customer. The rights, duties, obligations and liabilities of Company and Customer are separate and not joint or collective, and it is not the intention of the parties hereto to create under any circumstances a joint venture or partnership or the relationship of master-servant or principal-agent. Except as expressly provided herein, Customer shall have no authority to commit or bind Company with respect to any third party.

10.4. Severability: If any term of this CORE7 Cloud HaaS Agreement or the application thereof to any person, entity or circumstance shall at any time or to any extent be determined to be invalid or unenforceable under any provision of applicable law, to the full extent the applicable law may be waived, it is hereby waived. To the extent such law cannot be waived, the invalid or unenforceable term shall be replaced by a valid term which comes closest to the intentions of the parties to this CORE7 Cloud HaaS Agreement. In case such replacement term cannot be agreed upon, the invalidity of the term in question shall not affect the validity of any other term or this CORE7 Cloud HaaS Agreement as a whole, unless the invalid term is of such essential importance that it can be reasonably assumed that the parties would not have entered into this CORE7 Cloud HaaS Agreement without the invalid term.

10.5. Waivers: Neither the waiver by either Party to this CORE7 Cloud HaaS Agreement of any breach of any agreement, covenant, condition or provision hereof nor the failure of either Party to seek redress for violation of, or to insist upon strict performance of, any such agreement, covenant, condition or provision shall be considered to be a waiver of any such agreement, covenant, condition or provision or of any subsequent breach thereof. No provisions of this CORE7 Cloud HaaS Agreement may be waived except by written agreement of Company.

10.6. Binding Effect; Successors and Assigns; Assignment: This CORE7 Cloud HaaS Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, and permitted assigns. Company may assign its rights and obligations hereunder to an Affiliate that is at least as creditworthy as Company by giving Customer written notice of such assignment, which assignment shall fully release Company from any further obligations or liability under the terms of this CORE7 Cloud HaaS Agreement commencing on the effective date of the assignment. Upon prior written consent of the Company, which consent shall not be unreasonably withheld or conditioned, Customer may assign its rights and obligations hereunder to an assignee of equal or greater financial standing at the time of this CORE7 Cloud HaaS Agreement including to a subsidiary or an affiliate of Customer or in connection with a sale or other disposition of Customer, its affiliates, or one of their respective business units. At least thirty (30) days prior to the proposed assignment, Customer shall provide written notice to Company, which notice shall include financial statements of such assignee along with a proposed assignment agreement between the parties for the Company’s review and approval.

10.7. Force Majeure: If either Parties’ performance of any of its obligations hereunder is delayed by strike, labor dispute, war, act of God, governmental action, flood, fire, explosion or other matters not within its reasonable control or by the inability of either Party or a Carrier to procure and obtain needed government consents or approvals), then the date for performance shall be extended by the time of such delay; provided, however, that, as to any and all such causes, the Party so affected shall pursue with reasonable diligence the avoidance or removal of such delay if reasonably feasible.

10.8. Notices: All notices and other communications required by this CORE7 Cloud HaaS Agreement shall be given in writing and shall be deemed to have been duly given and effective upon receipt via email.

11. Dispute Resolution

11.1. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration hearing shall be held in Houston, TX before one (1) arbitrator.

11.2. Nothing in this CORE7 Cloud HaaS Agreement shall prevent either Party from seeking injunctive relief before any court of competent jurisdiction.

12. Attachments and Exhibits

The attachments and exhibits hereto constitute a part of this CORE7 Cloud HaaS Agreement.

12.1. Service Plans: Customer shall be liable for payment of monthly Service Charges for each Service Plan and any and all charges and fees related to each End User’s use of the data Service to the extent set forth in Section 3.

13. Data Access

13.1. Right to Access and Use: Company and Customer hereby grant to Users the fully paid-up and royalty- free right and license to access, view, monitor, use, copy, and download the Customer Content to the same extent as Users may do, except that Users will have no right to modify, alter, reverse engineer, decompile, disassemble, reverse assemble or otherwise manipulate the Customer Content.

• 13.1.1. Password-Protected Access; User IDs and Passwords: The right granted to Users pursuant to this Rider shall be provided by means of password-protected access. Company will grant to Users a user account administrative privileges to Dashboard, allowing Users to issue to designated Users representatives the requisite user I.D.’s and passwords to access the Users Content.
• 13.1.2. Permitted Use of Customer Content: Users may use the Customer Content for purposes of (A) monitoring Customer’s account status; (B) testing network connectivity; (C) providing support and trouble-shooting for medical devices; (D) verifying the status of Company Services and/or the Customer’s SIM Card, and (E) for all other purposes and uses reasonably related to optimizing Customer’s provision, for or on behalf of Users of network services. In turn, Customer agrees to (i) restrict access to Customer Content to those of its employees who have a need to know same as part of their official duties; (ii) prohibit its employees from using any information from the Customer Content for personal reasons; (iii) keep all user identification numbers, and related passwords, or other security measures (collectively, “User IDs”) confidential and prohibit the sharing of User IDs; (iv) immediately deactivate the User ID of any employee who no longer has a need to access the Customer Content, and for terminated employees, on or prior to the date of termination; (iv) use or disclose the Customer Content only as permitted by this CORE7 Cloud HaaS Agreement or as required by law; and (v) require all subcontractors or agents that receive or access the Customer Content, to abide by the same obligations and restrictions as those assumed by Customer under this Rider.
• 13.1.3. Customer Designated as Third Party Beneficiary: Users are hereby designated as a third party beneficiary of this CORE7 Cloud HaaS Agreement, with full right of enforcement, including the right to enforce the provisions hereof and the parties’ respective obligations hereunder. With the exception of Users which are designated as a third party beneficiary, no person who is not a party to this CORE7 Cloud HaaS Agreement shall have any rights hereunder, and shall have no right to enforce this CORE7 Cloud HaaS Agreement.