Hughes Managed Cybersecurity Service Subscription Agreement

The individual or business entity’s (“you” or “Customer”) subscription to, and use of, the Hughes Managed Cybersecurity Service (MCS) (the “Services”) as provided by Hughes Network Systems, LLC (“Hughes”), is governed by the terms and conditions set forth in this Hughes Managed Cybersecurity Service Subscription Agreement (this “Agreement”). 

A. SERVICE DESCRIPTION

Customer’s subscription to the Services includes: (i) Security Appliance (which may also be referred to as “Equipment”); (ii) Managed 4G Backup Service; (iii) Managed Enterprise, Guest, and IoT (Internet of Things) Wi-Fi; (iv) Next Business Day Maintenance; and (v) Tier 1 Concierge Support. For an additional fee, Customer may purchase the Professional Installation Service.

B. SERVICE REQUIREMENTS

In order to use the Services, Customer is required to provide primary broadband Internet connectivity from their carrier of choice, ethernet cable and electrical power for the provided Equipment. For optimal performance, Customer should place the Equipment on a desktop or shelf near a window and/or external wall for the best 4G signal and Wi-Fi coverage at the site location. Customer warrants and represents that its broadband provider has no restrictions which would prevent Hughes from providing the Services as described herein.

C. EQUIPMENT REQUIREMENTS.

Customer is required to lease the Equipment from Hughes. Schedule II – Equipment Lease Terms, governs Customer’s lease and use of the Equipment. 

D. LIST OF SCHEDULES

Schedule I – Additional Terms and Conditions; Schedule II – Equipment Lease Terms; Schedule III – Managed Wi-Fi (Enterprise, Guest and IoT) Terms and Conditions; Schedule IV – Managed 4G Backup Terms and Conditions; and Schedule V – Tier 1 Concierge Service, Next Business Day Maintenance and Professional Installation Terms and Conditions (collectively the “Schedules”) attached hereto are hereby incorporated as part of this Agreement.

E. TERM OF THE AGREEMNT

Term of the Agreement. This Agreement shall remain in effect for as long as Customer is subscribed to the Services.

Site Service Term. Each subscription to the Services requires a minimum commitment of twenty-four (24) months (“Initial Service Term”) beginning either (1) if Customer is self-installing the Equipment, fourteen (14) calendar days following Hughes’ shipment of the Equipment to Customer; or (2) if Customer purchased the Professional Installation Service, when the Equipment is installed and activated by Hughes (either of which may be referred to as the “Activation Date”). If Customer selected the self-install option at the time of order and later purchases the Professional Installation Service, Customer’s Initial Service Term will begin pursuant to (1)(a) above. Following the conclusion of the Initial Service Term, Customer’s subscription to the Services shall automatically renew on a month-to-month basis (each renewal an “Extended Site Service Term”) unless either party provides written notice to the other of its intent to terminate the Services not less than thirty (30) days prior to the conclusion of the then current term. The Initial Service Term and any Extended Site Service Term shall be collectively referred to as the “Site Service Term”. Hughes may terminate this Agreement and cease its provision of the Services to Customer pursuant to the terms and conditions set forth in Schedule I. 

F. TRIAL PERIOD 

Customer has a thirty (30) day trial period (“Trial Period”) to evaluate the Services beginning on the Activation Date. If Customer wishes to cancel the Services prior to the end of the Trial Period, Customer may do so by calling Customer Care using the contact information provided in Schedule V. The Services will be cancelled effective as of the date Customer receives a cancellation confirmation from Hughes. Customer shall then return the Equipment to Hughes pursuant to the requirements described in Section G below or be subject to Unreturned Equipment Fees (“UEF”).  If Customer does not terminate the Services prior the end of the Trial Period, Customer will be charged in accordance with Section 5 (Invoicing and Payment) of the Additional Terms and Conditions. Any cancellations following the end of the Trial Period shall be subject to the Early Termination and Unreturned Equipment Fees section below.

G. EARLY TERMINATION AND UNRETURNED EQUIPMENT FEES

1. If Customer cancels the Services before the end of the Trial Period, Customer will be refunded the amount that was collected at the time of order, or any time thereafter, with the exception that if Customer purchased the Professional Installation service, Customer will still be liable for such Professional Installation service fee. If Customer wishes to cancel the Services after the conclusion of the Trial Period, Customer may do so by calling customer care. The Services will be cancelled effective as of the date Customer receives a cancellation confirmation from Hughes. Upon any cancellation of the Services for any reason, Customer shall return the Equipment (shipping box to be provided by Customer) to Hughes using the RMA label included with the original packaging. Customer will contact Hughes Customer Care if they cannot locate RMA label. Customer is responsible for all return shipping costs.  
2. Early Termination Fee. Upon cancellation of the Services by Customer after the conclusion of the Trial Period, Customer will be assessed an Early Termination Fee (“ETF”) equal to the number of months remaining in the Initial Service Term (the Trial Period will be included as part of the Initial Service Term) multiplied by the monthly Service Fee. (By way of example, if Customer has completed its Trial Period and cancels one month later, Customer will owe an ETF equal to 22 months multiplied by the Service Fee.)
3. Unreturned Equipment Fee. Upon cancellation of the Services by Customer, Customer is responsible for returning the Equipment to Hughes within 45 business days. The Equipment should be returned in its original condition, with normal wear and tear accepted. If the Equipment is not returned within the specified timeframe or is returned in a damaged condition, an UEF of $250 will be charged to the Customer’s account. 

H. 4G BACKUP 

1. Data Usage and Overages. The Services include a monthly 5GB allotment of backup 4G data (“Data Allotment”). If Customer exceeds the monthly Data Allotment, Customer agrees to pay overage charges (“Overage Charges”). Overage Charges will be billed at a rate of $4.99 per Gigabyte (GB) rounded up (“Overage Rate”) and will be applied during Customer’s next billing period.  Customer is responsible for monitoring its Data Allotment usage and Hughes will not provide any notices of incurred or potential, Overage Charges prior to incurring them. Overage Rates may be changed by Hughes after the Initial Service Term by providing written notice to Customer. 
2. Unavailability of 4G Backup. If for any reason 4G Backup functionality is not available to Customer at the time of installation, Customer’s Service Fee will be reduced by $25.00 per month, provided Customer notifies Customer Care.

SCHEDULE I – ADDITIONAL TERMS AND CONDITIONS

1. General: These additional terms and conditions (“Terms and Conditions”) shall apply to and shall be incorporated into the Hughes Managed Cybersecurity Service Subscription Agreement (the “Agreement”). 
2. Termination. 
   1. Hughes may immediately, in its discretion, either suspend Customer’s access to, and use of, the Service, and/or terminate the Customer’s account and this Order in the event of any material breach of these Terms and Conditions by Customer or if Hughes is required to do so by law. If Customer fails to pay any sum due or if Customer breaches these Terms and Conditions, Customer will be in default. If Customer is ever in default, Hughes may terminate or cancel the Services and require Customer pay any unpaid balance and Customer shall be charged an ETF as set forth in the Agreement. Hughes may recover interest on any unpaid accelerated balance at the rate of 2% per annum. Hughes may also use any of the remedies available at law or in equity. If Hughes refers any delinquent amounts to an agency for collection, Customer agrees to pay Hughes’ reasonable costs and expenses, including reasonable attorney’s fees and actual court costs associated therewith. Any delay or failure by Hughes to enforce its rights under these Terms and Conditions does not constitute a waiver by Hughes.
   2. Notwithstanding any cancellation or termination of the Agreement or these Terms and Conditions, Customer will remain responsible for any obligations accrued to the date of such cancellation or termination, including payment of any charges that may be due as a result of or in connection therewith. Customer’s payment and other obligations under these Terms and Conditions are not suspended or affected by a suspension of access to or use of the Service, in whole or in part, due to a violation of these Terms and Conditions or of any law or legal obligation by Customer or any user of Customer’s account.
3. End of Life/Support: Hughes will use commercially reasonable efforts to provide notice of the obsolescence and/or end of support of Equipment after receiving such similar notice from the manufacturer. Hughes will work with the Customer to make appropriate arrangements for addressing such situations. 
4. PCI Compliance: Payment Card Industry (PCI) compliance is not a function of the Services and Hughes makes no representations or warranties about any such compliance. 
5. Payment of Service Fees: The debit or credit card provided by Customer at the time of order will automatically be charged the fees associated with the Services and other applicable fees and taxes (collectively the “Service Fees”). Services Fees will be charged, in advance, beginning on the first day of the month following the month in which the Activation Date occurred, such date, and each subsequent monthly anniversary thereof, hereinafter referred to as a “Billing Date”. On the first Billing Date, Customer’s Service Fees will be billed for the: (i) period between the Activation Date and the last day of month in which the Activation Date occurred, the Service Fees being prorated accordingly; (ii) then-current month’s use of the Service; and (iii) fees associated with the Professional Installation service, if applicable. Each Billing Date thereafter, Customer will be charged in advance for that month’s Service Fees. Failure by Customer to pay then-due Service Fees within thirty (30) days of such Service Fees due date shall constitute a default by Customer. Customer agrees to pay on demand a late payment charge on any amount not received by the due date for any such payments, at an annual rate of the lesser of (i) the current prime rate (or equivalent), as last quoted by The Wall Street Journal prior to the due date of the payment, plus two percent (2%), or (ii) the maximum rate allowed by applicable law. Furthermore, Hughes has the right to suspend or terminate such Service upon notice to Customer until all balances are paid in full and Customers’ account is current. All prices listed are exclusive of all state, local and federal sales, use, and personal property taxes, as well as any applicable Universal Service Fund fees.
6. Price Changes. Hughes may revise pricing for the Service at any time following the conclusion of the Initial Service Term by giving you at least 30 days’ notice of such change. In the event you do not agree to such price change, you may terminate your subscription as provided by the Agreement and stop using the Service before the later of the effective date of the price change or 30 days after such notice is delivered, in which event you will not be bound by such changes. Your continued use of the Service after such time constitutes your full acceptance of such price changes. If you choose to terminate your Service, you must return the Equipment and any and all other provided equipment to Hughes or be subject to the UEF described in the Agreement.
7. Customer Obligations:  Customer agrees to:
   1. Grant Hughes and its authorized representatives access to Customer’s premises as reasonably requested for the purpose of providing the Professional Installation Service. In the event the scope of work required for installation falls outside of the scope of the Professional Installation Service, the order shall be cancelled and Customer will be refunded costs associated with the Service and Professional Installation Service. For the avoidance of doubt, if a Customer chooses to cancel the Service during the Trial Period, Customer will still be responsible for the Professional Installation Service fees. 
   2. Keep confidential all information related to Hughes’ business and the Service that is not publicly known (“Proprietary Information”). Such Proprietary Information shall belong solely to Hughes and Customer agrees to maintain the Proprietary Information in confidence and not to use or disclose any Proprietary Information without prior written consent unless such Proprietary Information becomes part of the public domain without breach of these Terms and Conditions.
   3. Customer shall ensure that its personnel cooperate with and assist Hughes, as required, to provide the Services.
   4. Customer acknowledges if it does not perform in all material respects the obligations set forth above with respect to the sites, Hughes shall be excused from any delays or failure to provide Services.
8. Limited Warranties: Hughes warrants that the Services specifically performed by Hughes under this Order shall be performed by qualified and experienced personnel and, will be of the kind and quality to meet the specifications and schedules described herein. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED, AND HUGHES SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. HUGHES DOES NTO WARRANT THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED OR BE ERROR-FREE, OR THAT ALL OR ANY DEFECTS WILL BE CORRECTED. HUGHES DISCLAIMS ANY WARRANTY THAT (i) THE SERVICES, OUTPUT DATA OR ANY SERVICES RELATED THERETO WILL BE PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION, (ii) THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S CONTENT OR ITS APPLICATIONS, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA, (iii) CUSTOMER’S CONTENT AND APPLICATIONS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR (iv) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATION. CUSTOMER AGREES THAT FOR BREACH OF THE ABOVE WARRANTIES BY HUGHES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND HUGHES’S SOLE AND EXCLUSIVE LIABILITY, SHALL BE, AT HUGHES’ SOLE DISCRETION, EITHER: (1) THE RE-PERFORMANCE OF THE SERVICES WITHIN THIRTY (30) DAYS OF RECEIVING NOTICE OF SUCH BREACH, OR (2) REFUND AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT AND/OR SERVICE AFTER THE DATE HUGHES WAS MADE AWARE OF THE BREACH, IN WHICH CASE CUSTOMER’S RIGHT TO USE THE PRODUCT AND/OR SOFTWARE AT ISSUE SHALL IMMEDIATELY TERMINATE. HUGHES TOTAL LIABILITY TO CUSTOMER FOR ANY REASON SHALL BE IN SECTION 23, LIMITATION OF LIABLITY, BELOW.
9. Force Majeure: Hughes will be excused for delays or interruptions in the provision of Leased Equipment or Services and shall have no liability as a result thereof when such delays or interruptions (i) are caused by Customer, or (ii) are otherwise beyond the reasonable control of Hughes.
10. Limitation of Liability: HUGHES’ MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIMS BY CUSTOMER AND/OR ANY THIRD-PARTY SHALL BE LIMITED TO THE SERVICE FEES FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL HUGHES BE LIABLE FOR SPECIAL, COLLATERAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, LOSS OF PROFITS OR REVENUES, LOSS OF DATA, LOSS OF SAVINGS, LOSS OF USE, INTERRUPTIONS OF BUSINESS, AND CLAIMS OF CUSTOMERS) ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS AND ORDER, OR THE EQUIPMENT, SOFTWARE, AND SERVICES PROVIDED HEREUNDER, EVEN IF SUCH DAMAGES WERE FORESEEABLE.
11. Full Applicability: THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF HUGHES OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR LIABILITY.
12. Indemnity: Customer agrees to indemnify and hold harmless Hughes from all claims, liability, damages, costs, and expenses, including but not limited to reasonable attorneys’ fees, arising out of or related to any and all use of the Leased Equipment and/or the Services by Customer or any of its affiliates, directors, officers, employees, agents, vendors, suppliers and/or customers (each of the forgoing a “user” of Customer’s account). This includes, without limitation, responsibility for all such consequences of Customer’s (or that of any user of Customer’s account) violation of these Terms and Conditions or placement on or over, or retrieval from or through, the Service of any software, file, information, communication, or other content.
13. Compliance with Laws: Customer agrees to comply with all applicable laws, rules and regulations in connection with the Service and its use of the Service.
14. Governing Law: This Order, the rights and obligations of the parties, and any claims or disputes relating thereto, will be governed by and construed in accordance with the laws of the State of Maryland notwithstanding the place of execution or performance of this Order (without reference to its conflict of laws principles) and applicable Federal laws. 
15. Dispute Resolution and Venue: 
    1. EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY AND ALL DISPUTES, CONTROVERSIES, OR CLAIMS BETWEEN YOU AND HUGHES, BASED ON, ARISING OUT OF, INVOLVING, OR RELATING IN ANY WAY TO THE AGREEMENT, THE SERVICES, ANY OTHER ASPECT OF OUR RELATIONSHIP, OR ANY RELATED PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION CLAIMS BASED ON CONSUMER PROTECTION LAWS, UNFAIR COMPETITION LAWS, OTHER STATUTES, CONTRACT, TORT, MISREPRESENTATION, FRAUD, OR ANY OTHER LEGAL THEORY (COLLECTIVELY, “CLAIMS”), SHALL BE BROUGHT IN A STATE OR FEDERAL COURT IN THE STATE OF MARYLAND. 
    2. BY ENTERING INTO THIS AGREEMENT, YOU AND HUGHES ARE WAIVING ANY RIGHT TO A JURY TRIAL IN ANY CLAIMS.
    3. In the event of a Claim, nothing in this Agreement shall entitle either party to payment of the other party’s attorney’s fees and expenses, regardless of the outcome of the Claim. Except to the extent otherwise provided by law, the parties shall bear their own respective attorney’s fees and expenses in connection with any Claim.

    4. PRE-LITIGATION DISPUTE RESOLUTION PROCEDURES.

       Pre-Litigation Dispute Resolution. Prior to a Party initiating any court proceeding against the other, the parties must undertake good faith efforts to attempt to resolve the Claim in accordance with the following procedures. The party asserting the Claim must send the other party a written notice of their claim (“Notice of Claim”). Any Notice of Claim to Hughes should be sent to: Customer Service, 11717 Exploration Lane, Germantown, MD 20876 (the “Notice Address”). Any Notice of Claim to you will be sent to your billing address or to the primary email address associated with your account. The Notice of Claim should describe the nature of the problem, claim, or dispute and set forth the specific relief, including the amount of any monetary damages, sought. After delivery of a Notice of Claim to the responding party, the parties shall engage in good faith efforts to resolve the Claim for a period of 60 days (which may be extended by agreement) (the “Pre-Litigation Period”). Upon the request of either party at any point prior to conclusion of the Pre-Arbitration Period, the parties shall meet by phone or videoconference at a mutually convenient date and time to discuss the potential resolution of the Claim. The party asserting the Claim may not commence court proceedings against the responding party prior to the conclusion of the Pre-Litigation Period.

       Any Notice of Claim, responses to the Notice of Claim, or related written communications to Hughes should be mailed to Notice Address. Any Notice of Claim, responses to the Notice of Claim, or related written communications to you will be sent to the primary email or mailing address associated with your account.

       If this exchange of communications results in an agreement prior to the expiration of the Pre-Litigation Period, neither party may commence any court proceeding based on or arising from the Claim that is the subject of the Notice of Claim. Under no circumstances may either party commence a court proceeding against the other prior to the completion of the Pre- Litigation Period.

    5. PROHIBITION ON CLASS, COORDINATED AND CONSOLIDATED PROCEEDINGS.
       
       CUSTOMER AGREES THAT NO CLAIM MAY BE BROUGHT OR MAINTAINED AS PART OF A CLASS ACTION OR PROCEEDING OR COORDINATED OR CONSOLIDATED DIRECTLY OR INDIRECTLY WITH ANY CLAIM INVOLVING OTHER RECIPIENTS OF THE SERVICES 

16. Modification of the Agreement and Schedules: Hughes may revise the Agreement and any Schedules thereto at any time by providing notice to you. In the event you do not agree to such revisions, you may contact Hughes Customer Care to terminate your subscription and stop using the Service before the later of the effective date of such revisions or five (5) days after such notice is delivered, in which event you will not be bound by such revisions. Otherwise, you continued use of the Services after such time constitutes your full acceptance of such revisions. Hughes may deliver notices to you by any of the following methods as determined by Hughes using your account information in our records: mail, phone, or electronic means, including over the Service and/or email. Electronic notices are considered delivered when sent. If Hughes elects to mail notices, such mailed notice will be considered delivered 3 days after mailing.

17. Entire Agreement: The Agreement and these Terms and Conditions, including any Schedules, Exhibits, Annexes, or Attachments or any other documents referred to or incorporated herein constitute the entire agreement between the parties and supersedes any prior written or oral agreement or understanding with respect to the Services and Equipment provided hereunder.
 

SCHEDULE II – EQUIPMENT LEASE TERMS

1. General: These Equipment Lease Terms (“Lease Terms”) shall apply to and shall be incorporated into the Hughes Managed Cybersecurity Service Subscription Agreement (the “Agreement”). 

2. TERM. The term of these Lease Terms and the term of service for each Equipment leased by Customer (hereinafter referred to as “Leased Equipment”) shall be concurrent with the Site Service Term of the Agreement.

   OWNERSHIP, INSPECTION AND RISK OF LOSS. The following conditions relative to title and risk of loss shall apply to any Leased Equipment. 

   1. Title. Hughes or its assigns shall retain full legal title to the Leased Equipment, it being expressly understood that the Services do not provide for the sale of the Leased Equipment to Customer nor does these Equipment Lease Terms constitute a security instrument in conjunction with the sale of the Leased Equipment.
   2. Inspection. Upon reasonable notice to Customer, Hughes or its agents shall have free access to the Leased Equipment at reasonable times for the purpose of inspection and for any other reasonable purpose contemplated by these Equipment Lease Terms, so long as such inspection does not disrupt Customer’s business operations.
   3. Damage, Destruction or Loss. 
      1. Customer shall be responsible for and hereby assumes the risk of all loss, damage or destruction with respect to any installed Leased Equipment, except in all cases when caused by Hughes or its subcontractors.
      2. In the event any Leased Equipment is materially damaged, Customer shall promptly notify Hughes. If such damaged Leased Equipment can be repaired by Hughes under the terms of these Equipment Lease Terms, Hughes shall, effect such repairs at no additional cost to Customer.
      3. If any such Leased Equipment is damaged beyond repair or is lost, stolen, destroyed, (any such occurrence hereinafter referred to as an “Event of Loss”), the Agreement shall continue in full force and effect without any abatement of payments hereunder. Customer shall immediately notify Hughes of the same and, at Customer’s option, shall promptly purchase from Hughes or otherwise replace the affected Equipment with a like unit, in good condition and otherwise acceptable to Hughes, free and clear of any liens and encumbrances, and having a fair market value (FMV) equal to that of the replaced Leased Equipment prior to it being so affected. Notwithstanding anything above to the contrary, if such Event of Loss is caused by Hughes’ negligence or intentional misconduct or if the Leased Equipment is deemed to be covered under warranty (under these Equipment Lease Terms), then Hughes shall replace said Equipment.
   4. Equipment Use. Customer shall use the Leased Equipment in a reasonable manner, and in full compliance with Hughes’ instructions, to avoid making the Leased Equipment unsuitable for use with the Services to be provided under the Agreement, or in conflict with any provision of any of the policies of insurance carried by Customer pursuant to Section 4. Customer’s use of the Leased Equipment shall be in full compliance with all laws, rules and regulations of each and every governmental authority having jurisdiction over the Leased Equipment.
   5. Equipment Return. Upon termination or expiration of the Site Service Term (as defined in the Agreement) or upon the expiration or termination of these Equipment Lease Terms, whichever occurs first, Customer shall surrender possession of the Leased Equipment at such Location(s) in the continental United States of America according to the terms of the Agreement. The Leased Equipment shall be returned in the same condition it was in at the start of the Location Service Term (ordinary wear and tear resulting from proper use excepted). Except for termination due to an Event of Hughes Default, Customer shall remain liable for all monthly recurring Customer Location Equipment charges for the remainder of any applicable Location Service Term. 

   6. Security Interests; Financing Statements. It is expressly understood and agreed that all of the Leased Equipment shall be and shall remain personal property of Hughes notwithstanding the manner in which it may be attached or affixed to realty, and Customer shall do all acts and enter into all agreements necessary (including, without limitation, obtaining from its landlord a waiver of any landlord or other lien the landlord may be entitled to) to insure that the Leased Equipment remains personal property free and clear of any liens claimed through Customer. Customer shall indemnify Hughes and hold it harmless from and against any and all loss, liability, cost, damage, and expense (including reasonable attorneys’ fees and court costs) arising out of or related to any claim that the Leased Equipment constitutes a fixture or is a part of the realty in or upon which it is located.

      IN THE EVENT HUGHES SELLS, TRANSFERS, GRANTS A SECURITY INTEREST IN OR ASSIGNS PART OR ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO THESE EQUIPMENT LEASE TERMS, THE LEASED EQUIPMENT, THE MONTHLY RECURRING EQUIPMENT CHARGES OR ANY OTHER SUMS DUE OR TO BECOME DUE BY CUSTOMER IN RESPECT OF THE LEASED EQUIPMENT, TO ASSIGNEE(S), CUSTOMER HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES FROM ASSIGNEE(S), EITHER EXPRESS OR IMPLIED, AS TO THE LEASED EQUIPMENT, AND CUSTOMER AGREES TO LOOK SOLELY TO HUGHES AND ALL WARRANTIES MADE BY HUGHES.

3. ASSIGNMENTS
   1. Assignment by Hughes. Customer hereby acknowledges that, to set up Customer’s Services, Hughes may need to sell, transfer, grant a security interest in or assign part or all of its right, title and interest in and to these Equipment Lease Terms, the Leased Equipment, the monthly recurring equipment charges or any other sums due or to become due by Customer hereunder, to third parties; and such third parties may also make further sales, transfers, grants and assignments to other third parties to effect such financing (all third parties referred to in this section being called an “Assignee” or the “Assignees”). In the event of such an assignment: (a) Hughes will not be relieved from its duties and obligations hereunder and such assignment shall not be construed to be an assumption by the Assignee of such obligations; (b) Customer’s obligations hereunder shall not be subject to any reduction, abatement, defense, set-off, counterclaim or recoupment, unless expressly set forth in the Agreement. Reference to Hughes throughout these Equipment Lease Terms shall be deemed to include any Assignees; provided, however, the Assignees shall have no duties and obligations hereunder, except the obligation, so long as no Event of Customer Default has occurred, to permit Customer to possess, use, and quietly enjoy the Leased Equipment, according to the terms hereof. Customer acknowledges and agrees that any Hughes assignment pursuant hereto does not materially impair Customer’s right to obtain performance, materially change the duties of Customer, or materially increase Customer’s burden or risk under these Equipment Lease Terms.
   2. Notices of Assignment
      1. Customer and Hughes desire to induce Assignees to finance the Leased Equipment from time to time, utilizing a notice of assignment rather than entering into an acknowledgement of assignment agreement each time Leased Equipment is financed (each such notice, a “Notice of Assignment”). When Hughes completes an assignment pursuant to this section, Hughes will deliver to Customer a Notice of Assignment that will contain a statement that each of the representations, warranties and covenants set forth in Section 3.B.2(b) (hereafter, collectively, the “Customer Representations, Warranties and Covenants”) are made by Customer for the benefit of each Assignee named in such Notice of Assignment. Each Notice of Assignment also shall contain language incorporating by reference the Customer Representations, Warranties and Covenants, and by virtue of such incorporation language, Customer shall be deemed to have restated to the Assignee named in the Notice of Assignment the Customer Representations, Warranties, and Covenants, and each Assignee named in such a Notice of Assignment delivered to Customer shall be entitled to rely on the Customer Representations, Warranties and Covenants. For purposes of the Customer Representations, Warranties and Covenants set forth below, the term “Equipment” shall mean the specific Leased Equipment financed by each Assignee.
      2. Unless Customer notifies Hughes within five (5) business days after the date of a Notice of Assignment that any of the Customer Representations, Warranties and Covenants are not true or accurate, Customer shall be deemed to have acknowledged, represented, warranted and covenanted to each Assignee set forth in a Notice of Assignment that, as of the time of such Notice of Assignment:
         1. These Equipment Lease Terms is in full force and effect and to Customer’s knowledge, neither Customer nor Hughes is in default thereunder. These Equipment Lease Terms has been duly authorized, executed and delivered by Customer and constitutes the valid and binding obligation of Customer, enforceable in accordance with its terms;
         2. Customer shall not look to Assignee to perform any of Hughes’ obligations under these Equipment Lease Terms;
         3. Customer will concurrently send to Assignee copy of all notices sent to Hughes with respect to any default by Hughes under these Equipment Lease Terms;
         4. Customer is a permitted assignee of Hughes’ rights under these Equipment Lease Terms and all of Customer’s payment obligations under these Equipment Lease Terms with respect to the use of the Equipment shall run directly to and in favor of Assignee and shall be enforceable by Assignee directly against Customer; and
         5. Customer affirms that it will pay to Hughes, as agent for Assignee, all Assigned Payments (as defined in the Notice of Assignment) without regard to, and shall not assert against Assignee any reduction, abatement, defense, set-off, counterclaim or recoupment, unless expressly set forth in the Agreement.
         6. Hughes covenants to Customer and agrees for the benefit of Assignee that (i) nothing contained in the Notice of Assignment shall be deemed to relieve Hughes from any of its obligations to Customer under the Agreement, (ii) Hughes shall immediately upon receipt, forward each assigned payment made by Customer to Assignee, and (iii) copies of all notices which Customer is required to give Hughes under the Agreement shall be sent to Assignee.
4. CUSTOMER’S INSURANCE REQUIREMENTS. During the term, Customer shall at its sole cost and expense, either (a) maintain in full force and effect “all risk” extended coverage fire and casualty insurance on the Leased Equipment with an insurance carrier reasonably acceptable to Hughes, or (b) self-insure in accordance with good business practices. In the event Customer elects to procure insurance, such insurance shall:
   1. provide for coverage in an amount equal to the greater of the aggregate replacement cost of all Leased Equipment, or the aggregate fair market value of all Equipment, such amount to be reasonably agreed to by Hughes;
   2. be in form and substance and with insurers reasonably satisfactory to both Parties;
   3. designate Hughes and the Assignee, if any as additional insureds and shall designate the Assignee (or, if there is none, Hughes) as the loss payee for distribution of the insurance proceeds to the respective parties as their interests may appear in relation to the Leased Equipment;
   4. provide that the policy or policies may not be canceled or materially altered without thirty (30) days prior written notice to Hughes and the Assignee, if any; and

   5. provide Hughes and such Assignee, if any, with thirty (30) days’ notice in which they shall be permitted to cure any defaults by Customer under such insurance policy.

      Upon request, Customer shall furnish to Hughes insurance certificates verifying the above coverages.

5. ADDITIONAL TERMS
   1. Obligation to Pay. Customer acknowledges and agrees that, except in the event Customer terminates the Agreement due to the occurrence of one or more Events of Hughes Default, or Customer de-branding, Customer’s obligation to pay all monthly recurring equipment charges, and the rights of Hughes in and to such monthly recurring equipment charges, shall not be subject to any abatement reduction, set-off, defense, counterclaim or; recoupment, except as expressly set forth in the Agreement.
   2. Property Taxes. The Service Fees and monthly recurring equipment charges are exclusive of property taxes which may be applicable to the provision and use of such Leased Equipment, as well as any taxes specified in the Agreement. 
   3. Conflict of Terms. In the event of a conflict between these Equipment Lease Terms, the Agreement, and/or any other terms or conditions incorporated therein, the Equipment Lease Terms shall control only with respect to the Equipment.
       

SCHEDULE III

MANAGED WI-FI (ENTERPRISE, GUEST and IoT) SERVICES TERMS AND CONDITIONS

Overview

Hughes provides managed Wi-Fi Services (Enterprise, Guest and IoT Wi-Fi)(wireless connections) (collectively “Managed Wi-Fi”) as part of the Hughes Managed Cybersecurity Service. Enterprise Wi-Fi is intended for the Customer’s business devices such as back-office PCs, servers, and printers. Guest Wi-Fi is intended for the Customer’s Guests who may wish to access the Internet while on the Customer’s premises. IoT Wi-Fi is intended to connect IoT devices such as smart thermostats, remotely-controllable lighting systems, and surveillance cameras etc. 

To guard against accessing known malicious sites, the Managed Wi-Fi Services includes content filtering features to help prevent Customer and users of the Wi-Fi from accessing malicious and undesirable sites. The various Wi-Fi networks safety profiles will default to either the Safe Browsing Profile for Enterprise Wi-Fi Services, or Safe Content Profile for Guest and IoT Wi-Fi Services. See table below. Customer may request to have the Safe Saver Profile added to any of the Wi-Fi networks by calling Hughes’ Customer Care. 

Content Filtering Service Features and Descriptions

The service is continuously updated by the Provider to ensure up-to-date protection. The various content filtering profiles include:

-              “Safe Browsing” is pre-configured on the Firewall/Security Appliance (“Equipment”) and blocks known malicious sites that may pose a security risk to the small business.

-              “Safe Content” profile, in addition to blocking sites that may pose a security risk, also blocks sites that could potentially expose the small business to liability and blocks adult/mature content. 

-              “Safe Saver” profile, in addition to the sites blocked by the “Safe Content” profile, also blocks entertainment streaming services such as Netflix to conserve valuable internet bandwidth. See table below:

Usage Guidelines

The Customer will use the Content Filtering service in compliance with all applicable laws and regulations and acknowledges that while the Content Filtering service aims to provide protection, no filtering solution is foolproof, and it is the Customer’s responsibility to exercise caution and implement additional security measures as necessary. Customer understands that the Content Filtering service may from time to time generate false positives or false negatives and does not guarantee that all objectionable content will be blocked.

Required Equipment

The Equipment comes built-in with the Wi-Fi functionality for Enterprise Wi-Fi, Guest Wi-Fi and IoT Wi-Fi. No external access points are required.

Wi-Fi Features

Enterprise Wi-Fi Service Features.

Hughes provides a managed Enterprise Wi-Fi Service which is intended to wirelessly connect the Customer’s business devices such as back-office PCs, Servers, and Printers etc. to the Internet. To help secure these connections, both Intrusion Detection Services (IDS) and Intrusion Prevention Services (IPS) operate in the background. IDS/IPS provides protection against known and emerging network threats, including malware, viruses, worms, and denial-of-service attacks. Note, IDS/IPS is also running on the wired Enterprise LAN ports.

This Enterprise Wi-Fi (Secure Set Identifier) SSID is broadcast by the managed Equipment and is the same at each location. The SSID name is: HUGHES-Ent. The SSID name cannot be changed by the Customer. The Customer will connect all their wireless devices to this SSID network using a unique password for each site location that will be supplied as part of the installation instructions.

Guest Wi-Fi Service Features

Hughes provides a managed Guest Wi-Fi Services. Guest Wi-Fi is intended for the Customers’ Guests who may wish to access the Internet while in a lobby, waiting room or coffee shop. This Guest Wi-Fi SSID name is: HUGHES-Guest.  The Guest Wi-Fi SSID name is broadcast by the managed Equipment and cannot be changed by the Customer. The Hughes Guest Wi-Fi Service provides secure open Internet access using a Captive Portal. No login credentials are required.

The Captive Portal will require the Guest to accept the “Terms and Conditions for Acceptable Use” before allowing the guest to gain access to the Guest Wi-Fi Service. Once the “Terms and Conditions for Acceptable Use” are accepted, the captive portal will redirect the guest to a preset URL. Hughes provides open Internet access with the following site categories blocked to ensure only appropriate content and non-bandwidth consuming sites can be accessed using the Safe Content Profile shown in the table above. 

Customer acknowledges and agrees that it assumes any and all risks associated with Guests accessing the internet through the Guest Wi-Fi Services and agrees to indemnify and hold harmless Hughes for any and all causes of actions, claims, and otherwise which may arise therefrom. 

IoT Wi-Fi Service Features

Hughes provides a managed IoT Wi-Fi Service. IoT Wi-Fi is intended to connect IoT devices such as smart thermostats, remotely controllable lighting systems, and surveillance cameras etc. 

The SSID name is: HUGHES-IoT. The IoT SSID is broadcast by the managed Equipment and the name cannot be changed by the Customer. The customer will connect all their wireless IoT devices to this SSID network using a unique password for each site location that will be supplied as part of the installation instructions.

To guard against accessing known malicious sites, the IoT Wi-Fi will have the Safe Browsing Profile set (see table above), the same profile as is used by Enterprise Wi-Fi. By keeping the two Wi-Fi networks separate, Enterprise and IoT, a compromised IoT device cannot impact the Customer’s business devices. 

Support Features

Hughes provides Tier 1 Helpdesk Support to the Customer for Enterprise and IoT Wi-Fi as part of the managed service. For calls made to the Tier 1 Helpdesk, Hughes will attempt to assist the Customer with connectivity problems with their device and questions. Hughes will not provide support to Guests accessing the Customer’s Guest Wi-Fi network.

Tier 1 Support is available 24 hours a day, 7 days a week, 365 days per year basis, and is provided on a best-efforts basis. Hughes does not guarantee that all issues can be resolved. Hughes will ensure Wi-Fi service is active and operational. Hughes will respond to inquiries concerning various standard mobile/PC devices (including, but not limited to: Android, IOS, and Windows). Hughes will not be responsible for resolving any device connectivity issues due to firewalls, VPNs, non-standard Wi-Fi implementations, etc.

Service Limitations

Customer acknowledges the following:

• Customer is responsible for providing technical support for Guests that use their Guest Wi-Fi network.
• The Guest Wi-Fi feature will automatically be disabled in the event Customer’s service begin operating over 4G backup. 
• The Captive Portal splash page does not provide integration with external services such as customer loyalty programs and cannot be “Branded” with the Customers Business Name and/or Logo.
• Actual performance obtained when accessing Internet content is determined by the underlying broadband Internet connection provided by the Customer and the available capacity on this connection.

             VII. Disclaimer

The Guest Wi-Fi feature will automatically be disabled in the event Customer’s service begins operating over 4G backup. 

Hughes disclaims any warranties whatsoever with respect to the Guest Wi-Fi Services to be provided to guest end users at locations receiving Guest Wi-Fi Services (“Guests”).  In addition, Hughes assumes no liability, and Customer hereby indemnifies and holds Hughes harmless from and against any claim from any third party, including Guests, arising from the use of the Wi-Fi Service.  Further, Customer agrees that the terms of use governing Guests’ use of the Wi-Fi Service will be substantially similar to those set forth below and despite anything to the contrary therein, Merchant shall not have any rights to change, update, or otherwise modify such terms of use:

These Terms of Use (the “Terms”) govern your access to, and use of, the wireless networks and associated services (collectively the “Service”) provided by the owner (“Merchant”) of the internet access point you are accessing. The Service may only be used by current customers, guests, associates, and service providers of Merchant and its affiliates, as well as employees and guests of Merchant tenants (collectively “Permitted Users”). If you (i) are not a Permitted User and/or (ii) do not agree to, or understand, these Terms, then you must immediately discontinue access to or use of this Service.

When you click to accept these Terms, or when you access or use the Service, you agree that you have read, understand, and accept all of the requirements and conditions presented, and agree to be legally bound by them for the benefit of Merchant, its affiliates and provider(s) (hereinafter collectively the “Merchant”, “we” or “our”) of the Service. If you do not agree to the Terms or do not understand them, then you shall not use the Service.

These Terms may change or be updated at any time without prior notice to you. When you click to accept the updated Terms or continue to access or use the Service following an update to the Terms, you signify that you have read, understand, accept and agree to be bound by the updated Terms.

Ability to Accept Terms

You warrant and represent that you have the legal authority to accept these Terms on behalf of yourself and all persons and legal entities that you represent, sufficient to cause all such persons and entities to be legally bound to these Terms. You also warrant and represent that you have the legal authority to accept these Terms on behalf of the owner of the device you are using to access the Service, in the event you are not the device owner. By clicking to accept the Terms or by accessing or using the Service, you signify your agreement, and the agreement of all persons or legal entities you represent including the owner of the device (if applicable), without limitation or qualification, to be bound by these Terms. You further warrant and promise that you have the legal capacity to enter into this agreement and these Terms or, if not, that your parent(s) or legal guardian(s) have consented to your use of this Service and accept these Terms on your behalf. If you do not agree with each provision of these Terms, or you are not authorized to agree to and accept these Terms, you may not use this Service. Hereinafter, references to “you” and “your” include you, your legal guardian or parent (if applicable), and any persons or entities that you represent, inclusive of the device owner (if applicable).

Communications and Content Monitoring

In the course of using the Service, certain information about content you access, send, receive or use while accessing the Service, such as URLs and, for transmissions via HTTP or HTTPS, search terms, application commands, files names, file sizes and file types may be used by the Service for the following purposes:

• To filter or block access to malicious or hacked sites, inappropriate content, such as adult content or pornography
• To provide reasonable security measures such as logging and monitoring use of the Service to help prevent unauthorized access;
• Troubleshooting and addressing potential and actual problems with the Service; and
• Disclosing information to law enforcement and government agencies as may be deemed necessary, in their or the Service provider’s discretion, consistent with applicable legal requirements.

It is your responsibility to know and understand the risks of using public communication means, such as unsecured Wi-Fi, for transmission of any communications and content. 

Privacy and Security

Merchant cannot and does not warrant or represent that the Service is secure or free from security risks. We cannot and do not guarantee or represent that the Service, or the device you use to access the Service, can be kept free of security hazards and vulnerabilities. We cannot represent complete security in part because the security of the Service and your device is a shared responsibility of all users of the Service, including you. As such, you agree to take appropriate steps to help protect yourself and your device, and to ensure the security of the Service for others, including but not limited to:

• Installing and using up-to-date malware and virus protection on the device you use to access or use the Service;
• Avoiding communications and websites that convey malware, such as phishing emails;
• Installing the most recent security patches made available by your device and/or operating system provider;
• Notifying Merchant immediately of any security issue you may detect with respect the Service.

You are solely responsible for any loss, liability or damages resulting from your use of the Service and/or your failure to adhere to the above-listed or other reasonable security precautions. You acknowledge that Merchant makes no assurance or guaranty regarding the privacy or security of information, including about you or the device you use to access the Service, or the content or communications you engage in, access, send, receive, or use while accessing the Service. We cannot and do not guaranty or represent that any such information will be or will remain private or secure, and you agree that we not assume responsibility for your privacy or security, or that of the device you use to access the Service.

Operational Limits of the Service

The Service is provided to you on a complimentary basis, subject to certain limits, including, but not limited to, certain availability and operational limitations of the requisite equipment and associated facilities. Temporary or permanent interruptions in the Service may occur, and Merchant will not be responsible or liable for such interruptions or any loss of data or communications resulting from such interruptions. Merchant assumes no obligation to provide the Service, or to provide the Service to any certain level or specification, such as speed, bandwidth, strength, and range.

Although Merchant may provide the Service on a complimentary basis for use by its Permitted Users, your use of the Service may be subject to charges imposed by the carrier or other party that supports the computing device you use to access the Service. Such charges are a function of your service plan and outside Merchant’s control and do not affect the applicability or enforceability of these Terms.

Merchant makes reasonable efforts to filter certain objectionable, harmful or illegal content, but cannot and does not guaranty that these filters will completely prevent all such content from being accessed by you or other devices accessing the Service.

Acceptable Use of the Service

You are fully responsible for the device you use to access the Service and all activity undertaken through that device while it is accessing or using the Service, whether or not those activities were caused or authorized by you.

Subject to these Terms, you are authorized to use this Service solely while you are a Permitted User where you are authorized to access the Service. You are fully responsible for your activities while using this Service, including any content, information or other materials you access or transmit via this Service, and you bear all risks associated with use of this Service. You agree not to use this Service to engage in any prohibited conduct, or to assist any other person or entity in engaging in prohibited conduct, including conduct that:

• Is unlawful or barred by these Terms or other applicable contractual agreements;
• Is infringing, such as downloading copyright protected material, video, audio or other without the owner’s permission;
• Is tortious, meaning intentionally harmful to an individual or entity or that negligently or knowingly puts an individual or entity at risk of harm;
• Would reasonably harm or otherwise adversely impact the security of the Service or any user’s device or information system;
• Invades the privacy of any individual;
• A reasonable individual would or should know would violate another party’s intellectual property rights, privacy rights or other legal rights; or
• Interferes with the operation, use, or enjoyment of the Service, or any other services, systems, products, or property;
• Involves, without limitation:
• Attempting to or actually damaging or interfering with the proper working with the Service;
• Intercepting, diverting, or otherwise interfering with any communications engaged in or accessed using the Service;
• Sending or causing to be sent “spam” or other unsolicited communications to any person or entity;
• Attempting to or actually committing any illegal act, including hacking, identity theft, fraud, copyright or other intellectual property infringement, etc.;
• Harassing or threatening any party or advocating or encouraging violence against any government, organization, group, individual or property;
• Disseminating a virus, Trojan horse, malicious code or similar program intended to damage, interfere with, intercept or expropriate any system, device, data or information;
• Sending, receiving, accessing or using any communication, content or other material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, tortuous, harassing, hateful or otherwise harmful.
• Accessing data not intended for you or logging onto a server or an account which you are not authorized to access;
• Attempting to probe, scan or test the vulnerability of the Service or any other system, device or network or to breach security or authentication measures without proper authorization; and
• Forging any TCP/IP packet header or any part of the header information in any transmission.
• Posting or transmitting information or communications that, whether explicitly stated, implied, or suggested through use of symbols, are libelous, defamatory, invasive of another person’s privacy, obscene, indecent, pornographic, sadistic, cruel, or racist in content, or of a sexually explicit or graphic nature; or which espouses, promotes, or incites bigotry, hatred, or racism, or might be legally actionable for any reason, or hurts minors in any way; 
• Forging headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; 
• Attempting to access or accessing the accounts of others, to spoof or attempt to spoof the URL or DNS address, or to attempt to penetrate or to penetrate our security measures or other entities' systems ("hacking") whether or not the intrusion results in corruption or loss of data; 
• Posting information on newsgroups which is not in the topic area of the newsgroup;
• Interfering with another person's usage or enjoyment of the Internet or this Service; 
• Posting or transmitting information or communications that are defamatory, fraudulent, obscene, or deceptive, salacious or prurient, or to convey information of a nature or in such a manner that renders such conveyance unlawful, including but not limited to scams such as "make-money-fast" schemes or "pyramid/chain" letters;
• Generating excessive amounts (as determined in our sole discretion) of Internet traffic, or to disrupt net user groups or email use by others; 
• Engaging in activities designed to or having the effect of degrading or denying service to other Permitted Users of the Service (including activities that compromise a server, router, circuit, or software) including but not limited to using malicious software or “malware”, automatic data feeds, automated machine-to-machine connections, or other applications that are used in a way that degrades capacity of functionality; 
• Using any name or mark of Hughesnet, HughesON Hughes Network Systems, LLC or its parent, affiliates, or subsidiaries, as a hypertext link to any Website or in any advertising publicity or other commercial manner; 
• Using the Service or the Internet in a manner intended to threaten, harass, or intimidate others;
• Causing the screen to "scroll" faster than other subscribers or users are able to type to it, or any action that has a similar disruptive effect, on or through the Service;
• Using the Service to disrupt the normal flow of online dialogue; 
• Using the Service to violate any operating rule, policy, or guideline of any other online services provider or interactive service; 
• Attempting to subvert, or to aid third parties to subvert, the security of any computer facility or system connected to the Internet; 
• Impersonating any person or using a false name while using the Service; 
• Installing "auto-responders," "cancel-bots," or similar automated or manual routines which generate excessive amounts of net traffic, or disrupt net user groups or email use by others; 
• Exporting software or any information in violation of U.S. export laws; 
• Continually or repeatedly dial telephone numbers associated with free conference calls, free chat lines, or other similar or related services that are used to increase the inter-carrier compensation billed to wireless carriers;
• Providing life-sustaining medical care for any individual, including without limitation, use of the Services in health care and assisted living environments;
• Using or assisting others in the use of any unethical or fraudulent scheme, or by or through any unethical or fraudulent means or devices whatsoever, with intent to avoid payment of, in whole or in part, any Service Fees;
• Installing any amplifiers, enhancers, repeaters or other devices that modify or otherwise affect the radio frequencies used to provide portions of the Service; 
• Using or altering, or attempting to use or alter, the Service for any non-data purpose, including but not limited to services which primarily offer voice communications, including voice over IP services; 
• Using the Service for monitoring of third parties without their permission, including location-based tracking of individuals; or 
• Rearranging, tampering, or making an unauthorized connection with any network of a wireless carrier.

Engaging in prohibited conduct or other improper use of the Service is strictly prohibited. Violations may result in civil or criminal liability. Merchant reserves the right to investigate potential violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Without limiting any other available right or remedy, Merchant reserves the right to, and you agree that Merchant shall have the right, to (1) take such action as it deems, in its sole discretion, to be appropriate to protect against violations of these Terms or abuse of the Service and to otherwise protect its interest or the interests of others, including but not limited to removing, destroying or otherwise making unavailable offending material, temporary or permanent filtering, blocking access, and suspending or terminating the Service; and (2) investigate immediately and involve and cooperate with appropriate authorities regarding any actual or suspected illegal or unauthorized activities involving this Service.

Termination of Service

Merchant may, at any time and for whatever reason, change, terminate, limit or suspend the Service, in whole or in part, including your access to or use of the Service. In the event of termination, your rights to use the Service will immediately cease.

Accuracy, Completeness, and Timeliness of Information and Communications

Merchant cannot guaranty that information, communications, content, or other material accessed through or presented by use of the Service is entirely accurate, complete, timely, or authentic, and does not assume any responsibility, liability or obligation for it. Merchant is under no obligation to post, forward, transmit, distribute, complete or otherwise provide any information, communications, content or other material via the Service.

Third Party Services, Materials, and Content

Services, materials, and content provided by third parties, such as other websites, communication services, information, applications or other networks, have not been independently authenticated or tested in whole or in part by Merchant. Merchant does not provide, sell, license, or lease any such materials other than those specifically identified by us as being provided by Merchant. Merchant does not maintain or control such services, materials, and content and is not responsible in any way for it. Merchant provides the Service to you as a convenience, and your ability to use it to access any third party-provided services, materials, and content cannot be guaranteed. Availability of such services, materials, and content via the Service does not imply endorsement by Merchant.

Intellectual Property

Intellectual property, including trademarks, logos, and service marks as may be displayed in connection with the Service or in any other manner are registered and unregistered trademarks of Merchant, its affiliates, its licensors, and other third parties. All such trademarks, logos, and service marks are the property of Merchant and/or their respective owners. Nothing displayed or accessed in connection with the Service shall be construed as granting by implication, estoppels, or otherwise, any license or right to use any trademark, logo, or service mark displayed in connection with the Service without the owner’s prior written permission, except as otherwise described herein.

Infringement and Infringement Notice

Merchant respects the intellectual property rights of others and requires that you do the same as a condition of using the Service. You are prohibited from infringing, publishing, submitting, copying, uploading, downloading, posting, transmitting, reproducing, or distributing software, video or audio content, or any other material that is protected by copyright, trademark, patent, trade secret, any other type of intellectual property rights, trademark laws (by rights of privacy or publicity) or other proprietary right of any party unless you own or control the rights thereto or have received all necessary consent to do the same. This prohibition includes the use of any material or information including images or photographs that are made available through this Service.

If you have concerns about possible infringement of intellectual property rights, please notify us in writing. To be effective, the notification must be sent to our Copyright Agent by following the instructions found at: https://legal.hughesnet.com/copyright-policy.

Other Notices

If you believe that the Service is being used by any person in a manner that violates these terms or the rights of others, or poses a viable security threat, you should report it to Merchant immediately.

DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT THIS SERVICE IS PROVIDED SOLELY AS A CONVENIENCE TO PERMITTED USERS ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT MERCHANT DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; NON-INFRINGEMENT; THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ACCESS TO OR USE OF THE SERVICE OR ANY PART THEREOF WILL BE UNINTERRUPTED, ERROR OR DEFECT FREE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR SECURE, OR THAT PROBLEMS WILL BE CORRECTED, EVEN IF MERCHANT IS ON NOTICE OF SUCH PROBLEMS. YOUR USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE RISK AND DISCRETION. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR DEVICES, OR LOSS OF DATA, THAT RESULTS FROM YOUR USE OF THIS SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MERCHANT ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SERVICE PROVIDERS OR VENDORS SHALL CREATE ANY WARRANTY OF ANY KIND. MERCHANT DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING CONTENT, INFORMATION, MATERIALS, SERVICES OR OTHER NETWORKS ACCESSED VIA THE SERVICE IN TERMS OF COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY, AUTHENTICITY, SAFETY, OR OTHERWISE.

LIMITATION OF LIABILITY OF MERCHANT (INCLUDING THE PROVIDER OF THE SERVICE) 

YOU ACKNOWLEDGE THAT ANY COMMUNICATIONS OR INFORMATION ACCESSED, SENT OR RECEIVED DURING USE OF THE SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OBTAINED BY UNAUTHORIZED PARTIES. YOU UNDERSTAND AND ACKNOWLEDGE FULL RESPONSIBILITY FOR USE OF THE SERVICE AND THAT SUCH USE IS AT YOUR SOLE RISK AND DISCRETION.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL MERCHANT, ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SERVICE PROVIDERS AND VENDORS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, OR FOR ANY INFORMATION, PRODUCTS, SERVICES, OR OTHER NETWORKS ACCESSED OR OBTAINED THROUGH THE SERVICE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF PRIVACY, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER OR FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF MERCHANT HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER APPLIES WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, DATA THEFT OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT MERCHANT, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SERVICE PROVIDERS AND VENDORS SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, ILLEGAL, OR OTHERWISE INAPPROPRIATE OR OBJECTIONABLE CONTENT MADE AVAILABLE VIA THE SERVICE, OR CONDUCT OF ANY USER OF THIS SERVICE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH MERCHANT IS TO IMMEDIATELY DISCONTINUE USE OF THE SERVICE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY.

Indemnification

You agree to indemnify, defend, and hold harmless Merchant and its affiliates, and their officers, directors, employees, agents, suppliers, service providers and vendors (except in their capacity as Permitted Users of the Service) from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your breach of any provision of these Terms or any warranty or promise you provider herein, or otherwise arising in any way out of your use or accessing of the Service. Merchant reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification and, in such case, you agree to cooperate with Merchant in defense of such matter.

Local Laws and Export Policy

Merchant and/or service providers that assist it in delivering and making available the Service control and operate the Service from the United States of America and make no representation that the Service is appropriate or available for use in other locations. You are responsible for ensuring that your use of the Service complies with applicable local laws, including but not limited to, the export and import regulations of the United States and other countries. You agree not to use the Service in a manner contrary to applicable export and import requirements, such as acquiring, shipping, transferring, or re-exporting, whether directly or indirectly, applicable technologies, software or other goods and services to proscribed or embargoed countries or destinations, or to their foreign nationals. You certify that you are not on the United States Department of Commerce’s Denied Persons List or affiliated lists or on the United States Department of Treasury’s Specially Designated Nationals List. You agree to comply with all applicable laws, including import and export laws, and assume sole responsibility for obtaining licenses to export or re-export as may be required.

Jurisdiction

These Terms and your use of the Service shall be governed by the laws of the State of Maryland, without regard to conflicts of law principles, and Merchant shall have at all times the right to seek any injunctive or equitable relief available to it under applicable laws. The exclusive jurisdiction for all controversies or claims shall be the federal and state courts in the State of Maryland, and you agree that such courts will have personal jurisdiction over you in such matters through your use of the Service.

Entire Agreement

These Terms constitute the entire agreement between you and Merchant regarding its subject matter, and it supersedes any prior or contemporaneous agreements between you and Merchant regarding its subject matter.

Severability

If any provision of these Terms is unlawful, void or unenforceable, the remaining provisions of the Terms shall remain in full force.

No Assignment

You may not assign this agreement or the rights and obligations under the Terms without the express prior written consent of the provider of the Service, which may be withheld in the provider’s sole discretion. 

SCHEDULE IV

MANAGED 4G BACKUP TERMS AND CONDITIONS

These Managed 4G Backup Terms and Conditions (“4G Terms”) are an integral part of the Hughes Managed Cybersecurity Service Subscription Agreement (“Agreement”) between Customer and Hughes and outline the terms and conditions for the provision of Managed 4G Backup as part of MCS.

Managed 4G Backup Service Description 

a. The Managed 4G Backup service provides automatic fail-over and fail-back functionality to ensure uninterrupted Internet connectivity for the Customer.

b. The service includes 5GB per month of data allotment for backup fail-over and fail-back purposes. If the Customer exceeds the 5GB monthly allotment, overage charges will apply as specified in the Agreement.

c. The Managed 4G Backup service operates in conjunction with the Customer’s primary broadband Internet connection, which is independently supplied by the Customer.

d. The primary broadband connection will be automatically monitored by the Managed 4G Backup service for any outages or failures.

e. In the event of a failure detected, the service will automatically switch to the 4G backup connection and a reasonable amount of time (typically less than a minute) without requiring any intervention from the Customer.

f. Once the primary connection is restored, the service will automatically fail-back to the primary connection.

Data Allotment and Overage Charges

The Managed 4G Backup service includes a monthly data allotment of 5GB. If the Customer exceeds the 5GB monthly data allotment, overage charges will apply as specified in the Agreement.