This Customer Agreement (“Customer Agreement”) is entered into by Secure Edge Networks, Inc., a Delaware corporation with an office at 2459 Wilkinson Blvd., Suite 220, Charlotte, NC 28208 (“SecurEdge” or “Secure Edge”) and the legal entity or individual entering into this Customer Agreement (“Customer”).  SecurEdge and Customer are each a “Party” and collectively, the “Parties” to this Customer Agreement.  This Customer Agreement is subject to the Ecosystem Agreement entered into by the Parties separately (the “Agreement”).  By signing a physical or electronic version of this Customer Agreement, or by electronically accepting this Customer Agreement in connection with the Customer’s participation in the Ecosystem (click-through acceptance is effective), Customer agrees to be bound by this Customer Agreement.  This Customer Agreement becomes effective when it is signed or electronically accepted by Customer.

Background:

1. SecurEdge commercializes the Ecosystem and Central Office (both as further described as the Agreement) to enable various parties to license, provide and/or receive various products, software, services, or content;

2. Customer is an entity or individual that purchases or licenses any Solution within the Ecosystem and desires to obtain access to the Customer Console (as defined below) to enable Customer to participate in the Ecosystem; and 

3. Customer and SecurEdge have entered or are entering into the Agreement in connection with this Customer Agreement, and Customer and SecurEdge desire to enter into this Customer Agreement to augment the terms and conditions pursuant to which Customer joins and participates into the Ecosystem and uses the Customer Console.  

1. Definitions

   1. Unless specifically defined below in this Addendum, capitalized terms are defined in the Agreement.

2. Customer’s Activities within the Ecosystem

   1. Scope of this Addendum. To become part of the Ecosystem and operate as a “Customer” (as such term is defined in the Agreement), Customer must enter into the Agreement and into this Customer Agreement.  Customer acknowledges and agrees by participating into the Ecosystem as a “Customer” (as such term is defined in the Agreement) and/or by accessing or using the Customer Console, Customer agrees to be bound by the Agreement and by this Customer Agreement.  This Customer Agreement is subject to the terms and conditions of the Agreement, except that in the event of any conflict between the provisions of this Customer Agreement and the Agreement, the provisions of this Customer Agreement will prevail to the extent expressly stated in this Customer Agreement.

   2. Customer Console. To participate in the Ecosystem, Customer will receive access to the Customer Console, as further specified in Section 3.a below.  The “Customer Console” means an interface made available by SecurEdge to Customer to interact with the Ecosystem.  The Customer Console provides to the Customer various Ecosystem-related functionality, including product and quote tracking, support hub, document management, messaging, and performance monitoring. 

   3. Customer Account. To purchase or license any Solutions within the Ecosystem, Customer must open a customer account through the Customer Console (the “Customer Account”) and provide all information required by SecurEdge to approve Customer as a “Customer” as defined in the Agreement.  SecurEdge may use Customer’s contact information provided to send to Customer information regarding announcements, programs, updates, and other such communications for the Customer Account.  Customer agrees that SecurEdge may display Customer’s contact information (including email address) to Solution Partners and Service Providers as reasonably needed for SecurEdge within the Ecosystem, including for technical support and transactional purposes.  Customer is responsible for all activities that take place within its Customer Account.  

   4. Removal by SecurEdge. SecurEdge may remove or suspend Customer’s access to the Customer Console and/or its Customer Account for: (i) Customer’s breach of this Customer Agreement or of the Agreement; (ii) termination of this Customer Agreement or of the Agreement; (iii) any claim that any Solution licensed by Customer infringes the IP Rights of a third party; (iv) any complaint that any Solution licensed by Customer and/or that Customer’s conduct violates any applicable law, regulation, or SecurEdge guideline, or (v) if requested by any governmental authority.  The Parties will collaborate in good faith to resolve any such issues.

   5. Solution Placement and Promotion. SecurEdge reserves the right to determine how and where any Solution is placed and promoted within the Customer Console.

3. Intellectual Property

   1. License to the Customer Console. Subject to Customer’s ongoing compliance with this Customer Agreement and with the Agreement, SecurEdge grants to Customer a nonexclusive license to (a) use within the Ecosystem any Solution licensed by Customer from any Service Provider or Solution Partner pursuant to a direct agreement between the Customer and the respective Service Provider or Solution Partner, and (b) use the Customer Console in the course of Customer’s activities within the Ecosystem in accordance with this Agreement and the applicable documentation made available by SecurEdge to Customer.  The foregoing license (1) is limited to the version and format of the Customer Console made available by SecurEdge to Customer, (2) does not include the right for Customer to grant further licenses or sublicenses to any other party to the Customer Console, (3) is subject to Customer’s ongoing compliance with any limitations or use guidelines specified in the applicable Customer Console documentation made available by SecurEdge to Customer, (4) is assignable by Customer along with this Customer Agreement to the extent this Customer Agreement is assignable by Customer in accordance with the Agreement.

   2. License Term. The license to the Customer Console specified in Section 3.a above becomes effective when this Customer Agreement becomes effective and will remain in effect for as long as Customer continues to license any Solution from any Service Provider or Solution Partner pursuant to a direct agreement between the Customer and the respective Service Provider or Solution Partner.  Notwithstanding the foregoing, the license to the Customer Console specified in Section 3.a above will automatically terminate upon any termination or expiration of this Customer Agreement or of the Agreement.

   3. Confidentiality. All information exchanged by Parties in connection with this Customer Agreement is considered Confidential Information under the Agreement. 

4. No License Fees

   1. No License Fees for Customer Console. Unless otherwise agreed by the Parties in writing, the licenses granted by SecurEdge to Customer under Section 3.a above do not require Customer to pay any license fees to SecurEdge.

5. Term and Termination

   1. Term. This Customer Agreement will continue in effect until terminated as permitted in the Agreement or the Service Terms.

6. Incorporated Documents

   1. This Customer Agreement, the Agreement, all Customer service locations, and all Service Orders include, and are subject to, Service Provider’s Service Terms are located online at the following URL: https://legal.securedgenetworks.com/serviceterms. The provisions contained in the Service Terms are fully incorporated herein by reference. By executing this Customer Agreement, Customer acknowledges having read, and agrees to and intends to be bound by the Service Terms as if such Service Terms contained therein were set out fully within this Customer Agreement. If the Service Terms are not accessible, are unable to be read in full for any reason, or if Customer desires a physical copy, Customer should notify Service Provider immediately and, upon request, Service Provider will provide Customer with a physical copy of the Service Terms. Notwithstanding anything in this Customer Agreement, the Agreement or the Service Terms to the contrary, with regard to the products/services ordered pursuant to any particular Service Order, in the event of any conflict between this Customer Agreement, the Agreement or the Service Terms and such Service Order, the terms of such Service Order shall control. 

7. Integration and Amendment

   1. This Customer Agreement, the Agreement, and any related service orders, including the Service Terms referenced in Section 6 above, shall supersede all previous agreements, whether written or oral, and shall constitute the entire agreement between the Parties as to the matters contained herein and all transactions between the Parties shall be governed in writing and signed by the Parties.  Any and all prior offers, contracts, agreements, representations and understandings made to or with Customer by Service Provider or any affiliate or predecessors-in-interest with respect to the subject matter of this Customer Agreement or the Agreement, whether oral or written, shall be superseded by this Customer Agreement and the Agreement. Except as expressly provided for in this Customer Agreement, any amendment to this Customer Agreement shall not be valid unless such amendment is made in writing and signed by both Parties.

8. Order of Precedence

   1. The order of precedence in the event of a conflict of terms between any of the following documents shall be as follows (from highest to lowest priority): (1) Service Order Agreement (if any), (2) Statement of Work (if any), (3) Service Terms, (4) this Customer Agreement.