TELAPPRISE BASEVIEW SERVICES

Terms & Conditions

1. Software Features: The major features of the Baseview Application include:

2.1.  Management Dashboard. This describes a dashboard that includes a summary of pricing requests, locations, orders, services, events ( tickets ), contracts, contacts and other summarized information for a quick overview of inventory and activity.

2.2.  Reporting tools. Describes those reporting tools which allow a user to design ad-hoc and template based custom reports.

2.3. Telecom inventory management tools. centralized database repository for cloud and telecom inventory management and reporting, including tools to update informational and other fields in the inventory.

2.4. Telecom ordering tools. Tools that enable the creation of an order within Baseview. Note that orders will require human fulfillment (i.e., someone needs to send the order to the arrier or place the order in the carrier system). Order fulfillment is included in the scope of this engagement at no additional chare when such services are being purchased through Telapprise. Fulfillment out of scope can be added as an on-demand service per Exhibit C: Optional On-Demand Service Fees.

2.5. Cloud and Telecom pricing request tools. Tools that enable the creation of pricing requests within Baseview.

2.6. Telecom event tracking tools. Tools that enable the creation of tickets within Baseview.

2.7. Contract image Repository and Contract Expiration Notification Function. A centralized place to find and view telecom contracts. Some fields summarizing the contract to include expiration dates with automatic email notification.

2.8. The Client will receive standard updates to the Baseview Application.

3.  Hosting and Software Support. Telapprise shall provide hosting and technical support for the Baseview software application during the term of this Agreement at no additional charge. Client may contact their assigned project manager via email or phone during regular business hours for assistance.

4.  Vendor Pricing & Quotation. Telapprise can assist in obtaining quotations for pre-defined services.

5.  Client’s Obligations for Set-up. In order for Telapprise to provide the Services under any selected Plan, Client understands and agrees to provide (electronically if available) the following, as applicable:

5.1.  Identification of all telecom vendors, including all account numbers and contact information, and all existing contracts, together with amendments and\or addenda, between Client and its cloud and telecom vendors.

5.2.  Current service (e.g., lines, circuits) inventory, and a description of each service type and identification of its location and purpose (e.g., fire, security, fax, etc.);

5.3.  Current service locations

Please note that any failure or delay in obtaining above said information may result in delays in implementation of the Baseview database.

6.  Marks, Licenses and Intellectual Property

6.1.  Limited License; No Reverse Engineering. No license is given to Client for the source code or object code to Baseview. Client shall not attempt, or assist any third party, to (a) decompile, disassemble or otherwise reverse engineer Baseview; (b) attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of Baseview by any means whatsoever; or (c) create any derivative work based on Baseview.

6.2.  Use Grant and Restrictions. Subject to the terms and conditions of this Agreement during the Term, Client will have the personal, non-exclusive, non-transferable , revocable and limited right to access and use Baseview, including and limited by the following:

6.2.1. Client will be granted one (1) Baseview created login ID (additional logins are available);

6.2.2. Client may transfer Client’s cloud and telecom services data into Baseview;

6.2.3. Run standard and ad hoc reports that are available on Baseview.

6.2.4. No Other Rights. Nothing herein shall be construed as transferring any right, title or interest in Baseview or the intellectual property related thereto to Client, including any right to use Baseview for its internal business purposes (except in accordance with the terms of a valid license, including payment of applicable license fees).

7. Representations, Warranties and Covenants

7.2. It is an entity duly organized and in good standing under the laws of its domestic state and/or province, and is qualified to do business in the territory and has full and unrestricted power and authority to execute and perform under this Agreement;

7.3. It has obtained all applicable licenses, permits and other authorizations necessary to perform its obligations under this Agreement and shall maintain the same, as required, in full force and effect during the term of this Agreement and shall comply with all orders of judicial bodies and all local, state and federal laws; and

7.4. That neither the execution and delivery of this Agreement nor the provision or purchase of the Services in accordance with the terms of this Agreement violates or will violate the provisions or obligations of any other agreement to which a party to this Agreement is bound

8. Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TELAPPRISE SHALL NOT BE LIABLE TO CLIENT, ITS SUCCESSORS, ASSIGNS OR THIRD-PARTY BENEFICIARIES, OR TO ANY OTHER THIRD PARTY, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES HEREUNDER (INCLUDING ANY SERVICE IMPLEMENTATION DELAYS OR FAILURES), UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF TELAPPRISE HAS BEEN ADVISED, PREVIOUSLY KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, TELAPPRISE’S TOTAL LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED THE LESSER OF: (I) CLIENT’S PROVEN DIRECT DAMAGES; OR (II) FIVE HUNDRED DOLLARS. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER CLAIMS BASED IN TORT AND/OR CONTRACT. IN AGREEING TO THIS LIMITATION OF LIABILITY, CLIENT EXPRESSLY AGREES THAT IT IS REASONABLE IN THE CIRCUMSTANCES AND THAT ITS AGREEMENT TO THE FULL SCOPE OF THIS LIMITATION WAS A MATERIAL INDUCEMENT TO TELAPPRISE’S AGREEMENT TO THE TERMS HEREOF.

8.1. NO WARRANTIES. TELAPPRISE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICE PROVIDED TO CLIENT. TELAPPRISE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES; INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification of Parties

9.1. By Telapprise. Telapprise, at its own expense, shall indemnify, defend and hold Client and its directors, officers, employees and agents harmless from and against any claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including without limitation, interest, penalties, attorneys’ fees and disbursements) which may at any time be suffered or incurred by, or be asserted against, any and all of them, directly or indirectly, on account of or in connection with Telapprise’s breach of any term hereof.

9.2. By Client. Client, at its own expense, shall indemnify, defend and hold Telapprise and its directors, officers, employees, and agents harmless from and against any claims that result from: (i) Client’s use of the Services in a manner not permitted by this Agreement; or (ii) any infringement or other violation by Client of Telapprise’s or a third party’s copyright, trade secret or patent; (iii) the breach of the confidentiality terms hereof; or (iv) any other claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including without limitation, interest, penalties, attorneys’ fees and disbursements) which may at any time be suffered or incurred by, or be asserted against, any and all of them, directly or indirectly, on account of or in connection with the breach of any term hereof or any obligation at law or equity.

9.3. These indemnification obligations shall be subject to the condition that: (i) the party seeking the indemnification furnishes prompt written notice of any claim to the other; (ii) the party seeking the indemnification grants the indemnifying party immediate and complete control over the defense and settlement of any such claim; and (iii) the party seeking the indemnification provides the indemnifying party, at the indemnifying party’s expense, all reasonable assistance in the defense and settlement of such claim. The indemnified party may elect to participate in any such action with an attorney of its own choice and at its own expense

10. Non-Disclosure; Publicity. Neither party shall disclose to any third party during the term of this Agreement and for Three (3) years following the expiration or termination hereof; (i) any of the terms of this Agreement; (ii) the existence, negotiation or result of any disputes or settlements related hereto; or (iii) other proprietary information of the other party, unless such disclosure is required by any state or federal governmental agency, is otherwise required to be disclosed by law, or is necessary in any proceeding establishing rights or obligations under this Agreement.

11. Injunctive Relief. Client hereby agrees and acknowledges that Telapprise would be irreparably damaged by a breach of, without limitation, Sections 7 or 13 by Client, which damage could not be adequately compensated solely by an award of monetary damages. In the event that any such breach has occurred or is threatened, it is agreed that Telapprise shall be entitled to injunctive relief (without any bond or other security being required and without being required to prove irreparable injury or the likelihood that it will prevail on the merits), including, without limitation, specific performance of the obligations of Sections 7 or 13 without any showing of actual damage or inadequacy of legal remedy in any proceeding which may be brought to enforce this instant Section.

12. Governing Law/Jurisdiction. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of California. Venue for any litigation arising under this Agreement shall be in any court of competent jurisdiction within Santa Clara County, California and the parties hereby irrevocably submit to the jurisdiction thereto. Each action or claim of any party arising under or relating to this Agreement shall be made only against the other party as a corporation, limited liability company or other organizational entity and any liability relating thereto shall be enforceable only against the corporate assets of such party. No party shall seek to pierce the corporate veil or otherwise seek to impose any liability relating to, or arising from, this Agreement against any parent company, affiliated company, subsidiary, shareholder, employee, officer or director of the other party.

13. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that no consent is necessary to assign this Agreement to a corporation succeeding to substantially all of the assets or business of the assignor whether by merger, consolidation, acquisition or otherwise, or to its parent or affiliated company.

14. Third Party Beneficiaries. The terms, representations, warranties and agreements of the parties set forth in this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any third party.