WhiteSky Life Safety Services Agreement

Last Updated: July 30, 2026

This WhiteSky Life Safety Services Agreement (the “Agreement”) is between you (“Customer” or “you”) and WhiteSky Communications, LLC (“WhiteSky” or “we”). Each of Customer and WhiteSky may be referred to herein as a “Party” and collectively as the “Parties.”

This Agreement governs your access to and use of WhiteSky Life Safety telephony equipment as specified in your Order Form and defined further below, together with any WhiteSky Life Safety services and any related enterprise software or telecommunications services provided to you by WhiteSky in connection with your Order Form and defined further below (collectively, the “WhiteSky Life Safety Services”).

This Agreement and the Order Form, together with any User Guidelines or other terms referenced or incorporated herein, form a binding, written agreement between Customer and WhiteSky.

In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

Capitalized terms have the meanings set forth or referred to in this Section 1 or in the Section in which they first appear in this Agreement.

“Affiliate” means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Basic 911 Service” means emergency calling service through which a 911 call is routed to the applicable PSAP or emergency call center, but the caller’s telephone number, Registered Location, or other location information may not be automatically transmitted to or available to the PSAP or emergency responders.

“CPNI” means customer proprietary network information as defined under 47 U.S.C. § 222, as amended, and the rules, orders, and guidance of the Federal Communications Commission, including information relating to the quantity, technical configuration, type, destination, location, and amount of use of telecommunications or interconnected services, and information contained in bills pertaining to such services.

“Claim” means any claim, demand, action, suit, arbitration, proceeding, investigation, subpoena, inquiry, audit, assessment, fine, penalty, allegation, cause of action, liability, loss, damage, cost, or expense, whether asserted by a Party, End User, Governmental Authority, underlying provider, carrier, customer, resident, tenant, invitee, employee, contractor, or other third party.

“Content” means any communications, messages, data, text, media, or other information transmitted, stored, or processed through the Equipment or Services.

“Customer” means the entity identified in the applicable Order Form or the preamble to this Agreement.

“Customer Personal Information” means any personally identifiable information that WhiteSky or its subprocessors processes in connection with the Equipment or Services about Customer, End Users, site personnel, emergency contacts, property managers, or other individuals whose information is provided to WhiteSky by or on behalf of Customer. Customer Personal Information may include business contact information, account information, Service Location information, Registered Location information, phone numbers, device identifiers, call records, support records, billing information, and CPNI, if applicable.

“E911” means enhanced 911 service provided in the United States of America that enables a telephone (or another device) used to dial 911 to automatically transmit the caller’s address or geographic position to the applicable PSAP or emergency call center, subject to the limitations described in this Agreement, the E911 Terms and Disclosures, applicable Law, and the capabilities of the applicable PSAP, carriers, networks, and emergency-service providers.

“E911 Service Fee” means the recurring fee charged for access to, provisioning of, administration of, or support for E911 or other emergency calling functionality associated with a line, device, account, Equipment, Service, or Service Location. The E911 Service Fee is separate from and in addition to any taxes, 911 taxes, public-safety surcharges, regulatory fees, or other charges.

“Emergency Calling Notice” means WhiteSky’s then-current written notice, disclosure, label, instruction, or other communication describing the limitations, conditions, requirements, and risks associated with E911, Basic 911, emergency calling, life-safety calling, alarm-system connectivity, Registered Location information, power or network outages, backup-service requirements, and related emergency communications matters.

“Emergency Services” means 911, E911, Basic 911, emergency calling, public-safety answering point routing, emergency responder dispatch, alarm monitoring, fire monitoring, elevator emergency communications, security monitoring, medical emergency communications, or any similar emergency, public-safety, monitoring, or life-safety service or function.

“End User” means any natural person authorized by Customer to access or use the Equipment and Services in connection with a property owned, operated, managed, or serviced by Customer, including, Customer personnel, onsite staff, property managers, residents, tenants, occupants, and guests. End Users shall have no independent rights to the Equipment and Services except through Customer, and Customer shall remain fully responsible and liable for all acts and omissions of its End Users.

“Fixed Term Cancellation Fee” means, with respect to any Service, account, line, circuit, device, equipment, or rental provided by WhiteSky to Customer and terminated prior to the expiration of the applicable fixed term, an amount equal to all recurring monthly charges, minimum committed charges, equipment rental charges, and other committed fees that would have become due through the end of the applicable term, multiplied by the number of months remaining in such term, together with any waived charges, promotional credits, installation costs, or other incentives provided by WhiteSky in reliance on Customer’s term commitment and not previously recovered by WhiteSky. The Fixed Term Cancellation Fee shall be immediately due and payable upon termination.

“Governmental Authority” means any federal, state, local government, or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.

“Handset” means a telephone connected to the on-premises wired data infrastructure which is owned by the Customer.

“IDF” means an intermediate distribution frame, intermediate distribution facility, telecommunications closet, or similar location at a Service Location where network, telecommunications, or cabling infrastructure is interconnected.

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (i) Patents and unpatented inventions; (ii) Trademarks; (iii) internet domain names, whether or not Trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (v) Trade Secrets; (vi) semiconductor chips, mask works and the like; and (vii) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the Laws of any jurisdiction in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority.

“Life Safety Telephony Equipment” or “Equipment” means the POTS Replacement Device and the required cabling, 66 block, biscuit jack, patch cables, and cable terminations which connect the patch panel in an IDF closet to the switch in that closet. It may also include equipment owned, leased, rented, licensed, supplied, managed, or otherwise provided by WhiteSky for use in connection with the Services, including any embedded software, firmware, SIM cards, accessories, replacements, updates, and components. This excludes Handsets or any network infrastructure that may interconnect the Handsets to that patch panel, or that switch to the MDF or other network infrastructure on the property.

“Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees, expert fees, investigation costs, and costs of enforcing any right to indemnification.

“MDF” means a main distribution frame, main distribution facility, main telecommunications room, or similar primary location at a Service Location where network, telecommunications, or cabling infrastructure is interconnected.

“Normal Use” means use of the Equipment or Services that is consistent with the intended purpose of the applicable Service plan and with the use patterns of similarly situated WhiteSky customers on the same or substantially similar service plans, as determined by WhiteSky in its discretion.

“Order” means any request, purchase, subscription, activation, provisioning, installation, porting, modification, relocation, renewal, cancellation, disconnection, or other transaction for Equipment or Services submitted by or on behalf of Customer and accepted by WhiteSky under an Order Form.

“Order Form” means a written or electronic ordering document, statement of work, service order, quote, sales order, or similar document issued by WhiteSky that identifies the Equipment, Services, Property, Service Locations, Charges, term, quantities, and any other applicable business terms for WhiteSky Life Safety Services.

“PSAP” means a public safety answering point, emergency call center, national emergency call center, or other emergency communications center that receives, processes, routes, answers, or dispatches 911, E911, Basic 911, or other emergency calls.

“POTS Replacement Device” means any on-premise telephony solution replacing legacy copper telecom lines (POTS) with modern, digital, IP-based functionality.

“Patents” means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models).

“Performance Criteria and Performance Standards” has the meaning set forth in Exhibit A.

“Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority or any other entity.

“Prohibited Use” means any use of the Equipment or Services prohibited by this Agreement, the User Guidelines, any Third Party Service Provider Terms, applicable Law, or WhiteSky’s other written instructions, including any unlawful, abusive, fraudulent, excessive, harmful, unauthorized, infringing, deceptive, unsafe, or network-degrading use.

“Property” means the real property, building, facility, campus, premises, or other physical site identified in an Order Form. For clarity, a Property may include one or more Service Locations.

“Provider Terms” means any terms, conditions, policies, service guides, acceptable use policies, emergency calling disclosures, privacy notices, service level agreements, technical requirements, restrictions, limitations, or other terms imposed by a Third Party Service Provider and applicable to the Equipment or Services, as such terms may be updated from time to time.

“Registered Location” means the valid physical street address, including any required suite, floor, unit, building, room, access, or other location information, that Customer provides to WhiteSky for use in provisioning, validating, routing, or supporting E911 or other emergency calling Services for a device, line, extension, account, Service Location, or item of Equipment.

“Regulatory Fees” means any fees, assessments, surcharges, contributions, recovery charges, or similar amounts imposed by or relating to any governmental, quasi-governmental, regulatory, public-safety, telecommunications, emergency communications, universal service, 911, E911, local interconnect, carrier, network, or industry program or requirement.

“Rental Equipment” means any Equipment provided to Customer by WhiteSky on a rental, lease, subscription, managed-service, or temporary-use basis, and not sold or transferred to Customer under the applicable Order Form.

“SIM Card” means any subscriber identity module, embedded SIM, electronic SIM, card, chip, identifier, credential, or similar item provided or enabled for use with the Equipment or Services to access cellular, wireless, carrier, network, or telecommunications services.

“Security Breach” means any act or omission that materially compromises either the security, confidentiality, or integrity of Customer Personal Information or the physical, technical, administrative, or organizational safeguards put in place by or on behalf of WhiteSky or Customer that relate to the protection of the security, confidentiality, or integrity of Customer Personal Information in the Equipment and Services.

“Services” means the subscription, data connectivity, enterprise software, telecommunications, support, provisioning, installation, maintenance, emergency-calling, and/or related services provided or made available by WhiteSky in connection with an Order Form.

“Service Commencement Date” means the date WhiteSky begins to provide Services pursuant to the terms of an executed Order Form.

“Service Level Agreement” or “SLA” means the service-level commitments, exclusions, measurement rules, support response targets, credit remedies, and related procedures applicable to the Services, as set forth in Exhibit A.

“Service Location” means each physical location, property, building, unit, facility, IDF, MDF, telecommunications room, equipment room, or other site identified in an Order Form or otherwise designated by Customer where Equipment is installed, provisioned, connected, maintained, supported, or used, or where Services are provided.

“Site Readiness Requirements” means the prerequisites for WhiteSky to install, provision, activate, test, support, maintain, repair, replace, or remove the Equipment or Services, including without limitation the conditions, information, approvals, access rights, facilities, power, internet connectivity, network infrastructure, cabling, space, environmental conditions, permits, consents, third-party coordination, safety requirements, scheduling availability, and required Customer equipment.

“Territory” means the fifty states of the United States and the District of Columbia, excluding United States territories, possessions, military locations outside the United States, and all non-U.S. jurisdictions, unless WhiteSky expressly agrees otherwise in an Order Form.

“Third-Party Services” means any products, services, or systems provided by a Third-Party Service Provider and used by or on behalf of WhiteSky in connection with the Equipment or Services.

“Third-Party Service Provider” means any third party Person used by or on behalf of WhiteSky to provide, or otherwise perform any portion of the Equipment or Services. For clarity, Third-Party Service Provider does not include Customer, End Users, Customer Equipment, Customer Network, or any vendor, contractor, property manager, monitoring company, alarm company, or other third party engaged by or on behalf of Customer.

“Trademarks” means all rights in and to United States of America and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

“Trade Secrets” means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein.

“Updates” means any updates, corrections, bug fixes or other modifications to the Equipment and Services or the software contained therein provided to Customers or End Users pursuant to this Agreement.

“User Guidelines” means WhiteSky’s Acceptable Use Policy, Voice and Messaging Terms, E911 Terms and Disclosures, Privacy Policy, Installation Terms, Service Level Agreement, technical requirements, support policies, usage limits, service guides, and any other policies, notices, disclosures, instructions, or guidelines applicable to the Equipment or Services, in each case as incorporated into this Agreement or made available by WhiteSky from time to time.

“WhiteSky Life Safety Services” means the combination of Equipment and/or Services as set forth on an Order Form.

2. Services, Equipment, Orders, and Changes.

2.1 Orders. WhiteSky will make reasonable efforts to supply Customers with the ordered Equipment and Services subject to a written executed Order Form; provided, however, that WhiteSky has the right, in its sole discretion, to accept or reject any Order and will notify Customer at a Customer-provided email address of any rejection. WhiteSky may accept an Order for Equipment and Services by confirming the Order (whether by written confirmation, invoice, or otherwise at WhiteSky’s sole discretion) or by delivering such Equipment and Services, whichever occurs first. No Order is binding on WhiteSky unless accepted by WhiteSky as provided herein.

2.2 Availability/Changes in Equipment or Services. WhiteSky will have the right to make any updates, modifications and other changes to the Equipment and Services at its sole discretion, including due to technical, regulatory, or industry requirements. WhiteSky will provide notice to Customer of any material modifications that adversely affect the function of the Equipment and Services reasonably before such modifications are generally available to Customers. Customer’s continued use of the Equipment and Services constitutes acceptance of any updates, modifications, or changes. Further, WhiteSky is under no obligation to modify or change any Equipment and Services previously delivered or to supply new Equipment and Services meeting earlier specifications.

2.3 Custom Orders. If a Customer requests Equipment or Services that is not part of WhiteSky’s existing inventory, WhiteSky reserves the right to reject the custom Order. WhiteSky may elect, but will not be required, to work together with Customer in good faith to fulfill such custom Order.

2.4 Order Information. Customer represents and warrants that all information Customer provides to WhiteSky for any WhiteSky Life Safety Services, including for ordering, provisioning, porting, E911, billing, contacts, site access, and support, is accurate, complete, authorized, and will be kept current.

2.5 Changes to Agreement, Services or Equipment. Unless otherwise prohibited by applicable Law, WhiteSky reserves the right to update the terms of this Agreement, with or without notice. WhiteSky may also, without prior notice, discontinue features of the Service. To the extent notice is provided, it may appear on WhiteSky’s website, on a Customer account page, or in another form chosen by WhiteSky. Changes will become effective and will be deemed accepted by Customer or End User upon Customer’s or End User’s continued use of the affected Equipment or Services. WhiteSky may also, at its sole discretion, provide updates or upgrades to its firmware, software, or applications, including remote changes. Changes will not materially reduce purchased core functionality during a committed term unless required by Law or security. If updates are made to the terms of this Agreement, WhiteSky will post the applicable revised Agreement and update the “Last Updated” date set forth herein.

3. Site Readiness and Installation.

It is Customer’s responsibility to prepare any applicable Service Locations in advance and in accordance with WhiteSky’s Installation Terms, which are incorporated herein as Exhibit F.

4. Shipment, Delivery, Inspection, and Returns.

4.1 Shipping. Equipment will be shipped to the location(s) specified on the Order Form. WhiteSky may, in its sole discretion, without liability or penalty, make partial shipments of Equipment. Any time quoted for delivery is an estimate only.

4.2 Risk of Loss. Risk of loss or damage to Equipment will pass to Customer upon delivery to Customer at Customer’s location or such other location as specified by Customer.

4.3 Inspection. Customer will inspect the Equipment received under this Agreement upon delivery. Customer will give written notice to WhiteSky if the Equipment is lost or damaged as soon as Customer is aware. However, on the 10^th day after delivery of the Equipment, Customer will be deemed to have accepted the Equipment unless it earlier notifies WhiteSky in writing and furnishes written evidence or other documentation as reasonably required by WhiteSky that the Equipment:

1. as delivered is damaged, defective or otherwise does not conform to the SKU listed in the applicable Order Form;

2. was lost and/or did not arrive;

3. was delivered to Customer as a result of WhiteSky’s error.

4.3.1 For each returned piece of Equipment under this Section, WhiteSky will replace the Equipment, together with any shipping charges incurred by Customer.

4.3.2 Customer will ship at WhiteSky’s expense and risk of loss, all Equipment to be returned under this Section to WhiteSky’s facility located at 2201 Lakeside Blvd., Richardson, TX 75082. Customer acknowledges and agrees that the remedies set out in this Section are exclusive and in lieu of all other remedies, subject to Customer’s right of return and Customer’s rights regarding any Equipment for which Customer has accepted delivery under this Section.

5. Fees, Billing, Payment Terms and Price Adjustments.

5.1 Billing Activation and Invoicing Terms:

5.1.1. Equipment and Services Fees. The monthly fees charged to Customer by WhiteSky for the WhiteSky Life Safety Services provided hereunder are set forth in the Order Form, and are exclusive of federal, state, and local taxes or fees, as may be applicable and such fees are due and payable by Customer regardless of the number of units or beds occupied or available for occupancy on the Service Commencement Date. Early provision of Equipment and/or Services will not change the definition of the Service Commencement Date.

5.1.2. Billing and Collection. WhiteSky will invoice Customer one month in advance for the fee(s) associated with any Equipment and/or Services (a “Fee”). Payment of the corresponding Equipment and/or Services Fee is due within 20 days after the invoice date. WhiteSky reserves the right to enforce a late fee for any past due Equipment and/or Services Fees equal to the lesser of (a) 1.5% per month, or (b) the maximum rate allowed by Law, applied to any outstanding balance until said balance is paid in full. Further, if Customer fails to timely comply with its payment obligations hereunder, it will constitute a breach of the Agreement, and WhiteSky may, at its option, suspend performance of this Agreement (without termination thereof) until such time as Customer’s breach is cured. Further:

1. Customer will reimburse WhiteSky for all reasonable costs incurred in collecting overdue amounts, including reasonable attorneys’ fees, court costs, and collection expenses;

2. Acceptance of partial payment or late payment by WhiteSky will not constitute a waiver of any of WhiteSky’s rights or remedies under this Agreement or applicable Law;

3. WhiteSky will have no liability arising from or related to any suspension, discontinuation, or termination of Services for nonpayment, including with respect to any services supporting security systems, monitoring systems, or life-safety related functions;

4. Customer returned payments, rejected ACH transactions, chargebacks, or stopped payments may be subject to an administrative fee of $100.00 per occurrence by WhiteSky; and

5. WhiteSky reserves all other rights and remedies available under this Agreement, at law, or in equity.

5.1.3. Changes to Equipment and/or Services Fees. Any third party changes to WhiteSky’s costs incurred to deliver the Equipment and/or Services that are outside of WhiteSky’s control—including as a result of increases in federal, state or local (i) government fees or taxes, and/or (ii) regulatory fees or assessments—may be passed through to Customer by WhiteSky via the monthly invoicing for services starting from the date of any such increase, and Customer agrees to pay for such changes.

5.1.4. Delays. Delays caused by Customer, the property owner, third parties, site conditions, access restrictions, utilities, permitting issues, or events outside of WhiteSky’s reasonable control will not delay the commencement of billing.

5.2 Invoice Disputes.

1. Customer will notify WhiteSky in writing of any good faith dispute with an invoice, including reasonably specific supporting documentation, within 10 days after receipt of the invoice. Any right to dispute an invoice not exercised within such period will be deemed irrevocably waived, and the invoice will be deemed final and accepted by Customer. Customer will timely pay all undisputed amounts without setoff, deduction, withholding, recoupment or counterclaim.

2. The Parties will use commercially reasonable efforts to resolve any timely disputed amounts in good faith; provided, however, that any dispute will be limited solely to the specific amounts identified in Customer’s dispute notice. Pending resolution of any dispute, Customer will continue to perform all obligations under this Agreement, including timely payment of all undisputed amounts.

3. WhiteSky may suspend the Services and/or terminate this Agreement or any Order immediately upon Customer’s failure to timely pay any undisputed amount due hereunder.

5.3 No Withholding. Customer acknowledges that WhiteSky relies on Third-Party Service Providers, carriers, and vendors in connection with the Services, and Customer will have no right to withhold, offset, delay, or reduce payment obligations to WhiteSky.

5.4 Price Adjustments. Upon at least 30 days’ prior written notice to Customer, WhiteSky may increase recurring Fees effective upon any Renewal Term by an amount not to exceed the greater of: a) 3%; or b) the percentage increase in the Consumer Price Index for All Urban Consumers, All Items (CPI-U), U.S. City Average, published by the U.S. Bureau of Labor Statistics, during the preceding 12-month period, plus 1.5%. Any unused increase may be carried forward and applied in future Renewal Terms.

5.5 Termination Fee. Pricing is based on fulfillment of the entire Term. If Customer wishes to terminate the Services before expiration of the then-current Term, the Fixed Term Cancellation Fee will apply. The Parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.

6. Taxes, Regulatory Fees and E911 Fees. 

6.1 Taxes and Fees.

1. Excluding taxes based on WhiteSky’s net income, Customer is responsible for all taxes, governmental charges, and regulatory recovery fees, arising from or relating to the Equipment and Services, in any jurisdiction imposed on or incident to the provision, sale or use of the Equipment and Services, including but not limited to value added, consumption, sales, utility, telecom, use, gross receipts, foreign withholding (which will be grossed up), excise, access, bypass, ad valorem, franchise, export, duties, or other taxes, fees, and surcharges (including provincial, federal and state regulatory charges, such as the United States Federal Universal Service Charge) (collectively “Telecom Taxes and Fees”).

2. WhiteSky may invoice and collect such amounts from Customer at any time, including after the original invoice date if assessed or determined subsequently by a Governmental Authority, tariff, or WhiteSky supplier.

3. Customer’s dispute of any tax or fee with a Governmental Authority will not relieve Customer of its obligation to timely pay such amounts to WhiteSky. Any error, omission, or delay by WhiteSky in calculating, invoicing, or collecting taxes or fees will not waive or limit Customer’s obligation to pay such amounts. Applicable taxes and fees may vary based on service location, service configuration, billing address, or changes in applicable Law or WhiteSky supplier pass-through charges.

4. Taxes, surcharges, regulatory fees, pass-through charges, and similar assessments are excluded from any pricing discounts, volume commitments, or minimum billing calculations under this Agreement.

6.2 E911 Service Fee. A monthly recurring E911 Service Fee will be included as a cost to Customer in the amount set forth in each monthly invoice. The E911 Service Fee is separate from (and in addition to) the base Fee associated with the corresponding Equipment or Services to the Customer. WhiteSky will charge an E911 Service Fee on each qualifying line for which it provides E911 service. The E911 Service Fee is charged to Customer at the same rate for all lines ordered by a Customer. The E911 Service Fee is not a tax, and it is not remitted to any Government Authority or agency.

6.3 Telecom Taxes and Fees. Customer is responsible for paying all Telecom Taxes and Fees and any other WhiteSky fees related to the sale of any Equipment and Services to Customer under this Agreement, including any Telecom Taxes and Fees relating to the Customers’ use of such Services. Customer shall remit payment of any such Telecom Taxes and Fees owed to the respective Government Authorities and shall file all tax returns or other filings in connection with collecting and remitting such Telecom Taxes and Fees. Customer shall complete and submit to WhiteSky annually any applicable certification forms or exemptions for Telecom Taxes and Fees, as may be amended from time to time, to certify that Customer has paid all applicable United States Federal Universal Service Charges. In addition, if Customer claims any exemption from any Telecom Taxes and Fees, including but not limited to 911 surcharges, Customer must provide WhiteSky with a valid tax exemption form or a reseller certificate, without which WhiteSky will be required to charge Customer the applicable Telecom Taxes and Fees. If Customer does not provide a valid certification to WhiteSky, WhiteSky may at its sole discretion recover from Customer any Telecom Taxes and Fees, other fees, and surcharges arising in any jurisdiction imposed on or incident to Customer’s use of the Equipment and Services, including but not limited to Universal Service Fund contributions due on revenues received by WhiteSky from Customer. Moreover, if WhiteSky incurs any Telecom Taxes and Fees, interest, penalties, or other related costs, because of incorrect, incomplete, or delayed remittance of the Telecom Taxes and Fees by Customer, Customer shall be solely responsible to WhiteSky and reimburse WhiteSky for the payment of such additional Telecom Taxes and Fees, interest, penalties, or other costs that arise therefrom.

6.4 Failure to File Taxes. If any Telecom Taxes and Fees are not fully or properly remitted to the respective authority or if Customer fails to file any required returns or other filings, such failure is the responsibility of Customer and Customer agrees to be solely responsible for all associated Telecom Taxes and Fees, interest, penalties, or other costs that arise therefrom. Customer expressly indemnifies WhiteSky for any Telecom Taxes and Fees, interest, penalties, Claims, or other costs that WhiteSky incurs as a result of Customer's failure to remit Telecom Taxes and Fees or make any required filings in connection with reporting or remitting Telecom Taxes and Fees. For any Telecom Taxes and Fees, if any, that are remitted by WhiteSky, Customer shall reimburse WhiteSky for such Telecom Taxes and Fees.

7. Term; Termination. 

7.1 Term. The Equipment and Services are offered for the initial term stated in the Order Form. This “Initial Service Term” will begin on the first date that Equipment and Services are activated at the first of any Customer-designated locations or, if delays are caused by Customer, the date WhiteSky was ready and able to activate such Equipment and Services. The term of the Order Form shall thereafter automatically renew for additional terms equal to the Initial Service Term (each a “Renewal Term” and, collectively with the Initial Service Term, the “Term”) unless Customer provides notice of termination to WhiteSky at least 90 days prior to the expiration of the then-current Term (with such termination effective at the end of the then-current Term).

7.2 Additional Term or Location. New Services, Equipment and/or Locations require a new Order Form and new service Term. Customer is responsible for requesting, in writing, (i) number porting; (ii) coordination of equipment replacement; and (iii) any provisioning and/or installation services.

7.3 Termination for Cause. Either Party may terminate this Agreement for cause if the other Party: (i) materially breaches this Agreement and fails to cure such breach within 30 days after written notice; or (ii) becomes insolvent, seeks or becomes subject to bankruptcy, receivership, dissolution, liquidation, assignment for the benefit of creditors, or any similar proceeding or arrangement involving its business, assets, or property.

7.4 Termination Rights of WhiteSky. In addition to any other termination rights set forth herein, WhiteSky may terminate this Agreement for any reason by providing 90 days’ prior written notice. All current Equipment and Services are subject to the wind down period and processes outlined in this Section. WhiteSky may also terminate this Agreement or any Services without notice or liability if Customer (i) breaches the terms of this Agreement and such breach cannot by its nature be promptly cured; (ii) violates the User Guidelines; (iii) causes or threatens to cause harm to WhiteSky or the Equipment and Services; (iv) fails to pay any amount when due under this Agreement and such payment failure continues for 10 days; or (v) allegedly or actually violates any Law applicable to the Agreement. This may include the termination of any Services supporting emergency systems and/or life safety mechanisms. WhiteSky further reserves the right to terminate any impacted Services upon the termination, expiration, or non-renewal of a WhiteSky contract with a necessary Third-Party Service Provider.

7.5 Effect of Expiration or Termination.

7.5.1 Wind Down.

1. Upon termination or expiration of this Agreement, the Parties will reasonably cooperate in the orderly wind-down of the applicable WhiteSky Life Safety Services. The Parties agree to a wind-down period which shall be equivalent to the number of fixed-term months of Service remaining for the applicable WhiteSky Life Safety Services as of the termination or expiration date or no less than 3 months from the date of notice. During the wind-down period, WhiteSky will use commercially reasonable efforts to continue the affected Services. During any such wind-down period, all billing, payment, and any other such terms related to Customer and WhiteSky’s relationship with respect to Customer will remain in full force and effect. Notwithstanding anything to the contrary in this Agreement, during the wind-down period, the Parties will continue to be bound by and perform in accordance with this Agreement.

2. Any wind-down assistance is subject to Customer’s continued payment of all amounts due, continued compliance with this Agreement, continued availability of any required Third-Party Services, carrier services, 911/E911 services, equipment, network access, legal authorization and WhiteSky’s general discretion. WhiteSky has no obligation to continue any WhiteSky Life Safety Services during a wind-down period if such WhiteSky Life Safety Services are terminated or suspended for nonpayment, unlawful use, emergency risk, network harm, provider termination, security risk, regulatory requirement, or circumstances outside WhiteSky’s reasonable control.

7.5.2 Pending Orders and Inventory. Any expiration or termination of this Agreement will operate as a cancellation of any Orders that have been accepted but not yet provisioned by WhiteSky. Upon any termination of this Agreement, for cause or otherwise, Customer shall, at Customer’s own expense, return all new and unused inventory of Equipment purchased in the 3 months prior to such termination to WhiteSky, and WhiteSky shall, after inspection and confirmation of the returned Equipment as new and unused, rebate to Customer the cost of all returned inventory. Upon termination, WhiteSky and its representatives may access the Service Location at reasonable times to remove, disable, deactivate, repossess, or secure WhiteSky-owned Equipment. Customer shall not interfere with such removal.

7.5.3 License Termination. Upon termination of this Agreement for any reason, any licenses set forth on an Order Form, or otherwise granted by WhiteSky to Customer, will immediately and automatically terminate.

7.6 Disclaimer of Termination. WhiteSky will not be liable to Customer for any damage of any kind (whether direct or indirect) incurred by Customer by reason of the expiration, suspension, termination, cancellation, or early termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of WhiteSky’s rights or remedies under this Agreement, at law, in equity or otherwise.

8. Emergency Calling; E911; Life-Safety Limitations.

8.1 Regulatory Disclosures. Customer shall ensure that, prior to accessing the WhiteSky Life Safety Services, each relevant End User is provided with the E911 limitation disclosures required pursuant to 47 CFR § 9.11(b)(5) for United States Customers and Telecom Decision CRTC 2005-21 as may be amended (the “Emergency Calling Notice”). Customer shall explicitly acknowledge to WhiteSky, in writing, receipt of the Emergency Calling Notice and will maintain strict compliance with it and all related applicable legal and regulatory requirements. Customer agrees WhiteSky may keep a record of affirmative acknowledgement by every relevant End User of having received and understood the Emergency Calling Notice, as required by 47 CFR § 9.11(b)(5)(ii), as may be amended. Any failure by Customer to meet these requirements or any noncompliance with this clause, at WhiteSky’s sole discretion, is grounds for immediate termination of the Agreement for cause. Further, Customer will indemnify, defend, and hold harmless WhiteSky from any and all Claims resulting from Customer’s noncompliance with any regulatory requirements.

Customer must distribute the Emergency Calling Notice to all End Users and relevant site personnel before use, keep evidence of acknowledgment where required by Law, place required labels/notices, update Registered Locations, and indemnify WhiteSky and its third party providers for any failure to do so.

8.2 E911 Service. The E911 Service is a mandatory component of the Services and is only available in certain areas. Most Customers/End Users have access to either Basic 911 Service or Enhanced 911 Service. E911 Service is different in important ways from traditional landline 911 and wireless 911, depending upon where Customers or End Users are located and the device is used. By entering into this Agreement, Customer agrees to and acknowledges WhiteSky’s E911 Terms and Disclosures, which are incorporated herein as Exhibit D. They contain important information concerning the configuration of E911 services and possible circumstances that could impair Customer’s or End User’s ability to access E911 services. Additionally, it is Customer’s sole obligation to ensure it and its End Users’ use of the Equipment and Services comply with Exhibit D and with any related applicable Laws, including those regarding “protected health information” (“PHI”) such as the Health Insurance Portability and Accountability Act and Health Information Technology for Economic and Clinical Health Act. Customer shall not use the WhiteSky Life Safety Services to transmit PHI unless otherwise agreed in writing between Customer and WhiteSky. WHITESKY DOES NOT REPRESENT AND WARRANT THAT CUSTOMER’S OR END USER’S USE OF THE WHITESKY LIFE SAFETY SERVICES WILL RENDER CUSTOMER OR END USER OR ANY PARTY COMPLIANT WITH ANY LAW AND EXPRESSLY DISCLAIMS ANY LIABILITY TO CUSTOMER ARISING FROM ANY LAW CONCERNING PHI.

8.3 Service and Equipment Limitations. WhiteSky is not an alarm company and is not responsible for the functionality of Customer’s or End User’s alarms or emergency systems. It is End User's and Customer’s sole obligation to test the Equipment and Services for proper operation with its alarm or monitoring provider. Although WhiteSky Life Safety Telephone Equipment or Services may be used to support elevator lines and fire or other life safety lines, limitations may apply at certain service locations, and it is End User’s and Customer’s responsibility to assure such locations have adequate backup connection(s). Wireless devices depend on radio and will not function when not in range of the required radio signal. Even within the appropriate service area, the availability and quality of Service may be affected by factors beyond our control, such as network capacity, terrain, power failures, surrounding structures, or weather. Customer and End Users will indemnify WhiteSky for any Claims, Losses or damages resulting from Customer’s or End Users’ failure to comply with this Section.

9. Third-Party Providers, Connectivity, and Networks.

9.1 Third Party Service Providers. Equipment and Services may be used together with products and services from third-party providers pursuant to any terms that such providers may require. Customer does so at its own risk and WhiteSky has no obligation to provide customer support for third-party products, equipment, or services. Customer and its End Users must comply with any terms and conditions of any applicable third-party provider. By entering into this Agreement, Customer understands that it is not contracting with any of WhiteSky’s third-party providers, and that neither Customer nor any End User is a third-party beneficiary of any contracts between WhiteSky and any third party. WhiteSky’s third-party providers make no representation or warranty to Customer regarding their services or products, and shall have no legal, equitable, or other liability of any kind to Customer or any End User. Customer and its End Users must look solely to WhiteSky for support unless WhiteSky expressly authorizes direct third-party provider contact.

If any Equipment or Services are provided, enabled, hosted, supported, transported, or fulfilled by a third-party provider, then Customer’s rights and remedies are subject to the applicable third-party provider’s terms, limitations, service levels, exclusions, and operational constraints.

9.2 Connectivity. WhiteSky Life Safety Services require the ability to transmit data through public and private third-party networks and carriers (“Third-Party Networks”). Use of Third-Party Networks may require approval from the owners or operators of such Third-Party Networks and will be subject to any terms and conditions they may establish. WhiteSky does not own or control the Third-Party Networks and is not responsible or liable for the performance or non-performance of the Third-Party Networks, or of interconnection points between the WhiteSky Life Safety Services and the Third-Party Networks. Circuit installation charges only include access to the building entry point. Any additional charges required by the Third-Party Networks to connect the circuits from the building entry point to the telecommunications room are Customer’s responsibility. Customer and End Users may not sell, lease, license, rent or assign access to Third-Party Networks or any Equipment without the express written consent of WhiteSky.

9.3 Third-Party Technologies.

9.3.1 Third Party Services. WhiteSky may, in its sole discretion, utilize subcontractors, Affiliates, and other third parties in connection with the provision, operation, hosting, support, maintenance, enhancement, or delivery of the WhiteSky Life Safety Services, software, products, equipment, or deliverables contemplated under this Agreement. Customer acknowledges and agrees that the WhiteSky Life Safety Services may incorporate, interface with, depend upon, transmit through, display, or otherwise utilize third-party products, services, systems, software, hardware, Content, APIs, platforms, infrastructure, telecommunications services, or integrations that are not owned or controlled by WhiteSky.

9.3.2 No Warranty. Customer further acknowledges that the availability, operation, performance, and functionality of certain aspects of the WhiteSky Life Safety Services may be dependent upon the continued availability and performance of such Third-Party Services. WhiteSky does not warrant or guarantee the continued availability, interoperability, performance, security, accuracy, or functionality of any Third-Party Services and is not responsible or liable for any downtime, interruption, delay, degradation, failure, loss, damage, or other issues caused by or arising from Third-Party Services or the acts or omissions of third parties outside WhiteSky’s reasonable control.

WhiteSky is not liable for any failure or delay to the extent resulting from Third-Party Services, third-party infrastructure, telecommunications providers, utilities, force majeure events, Customer-directed vendors, or other matters outside WhiteSky’s reasonable control. WhiteSky’s use of subcontractors or Third-Party Services shall not, by itself, be deemed a breach of this Agreement.

10. User Guidelines, Acceptable Use, and Restrictions. 

10.1 User Guidelines. Customer agrees to comply with any Law applicable to its use of the WhiteSky Life Safety Services, together with any WhiteSky policies regarding the acceptable use of any WhiteSky Life Safety Services found in WhiteSky’s Acceptable Use Policy incorporated herein as Exhibit B. Customer further agrees to be bound by the WhiteSky Voice & Messaging Terms, incorporated herein as Exhibit C, to the extent Customer purchases or uses WhiteSky voice or messaging Services. WhiteSky reserves the right to limit, suspend, constrain, or terminate Services for (i) prolonged inactivity, (ii) use that violates Exhibit B or this Section, or (iii) if WhiteSky reasonably determines that doing so is necessary to protect Equipment, Services, or networks from any threat, harm, or degradation. WhiteSky may also throttle data speeds to manage overall data usage and overage charges may apply for excessive data use by Customer or End Users. Customer agrees to cooperate with WhiteSky in any investigation into Customer’s potential or actual breach of applicable Law, including by cooperating with government investigations or third-party audits requested by WhiteSky. Any governmental determination regarding Customer will be binding on Customer. Customer may be subject to fines or penalties passed through WhiteSky by Governmental Authorities, carriers, or other third parties.

10.2 Restrictions on Use.

10.2.1 Use. Customer may permit its Affiliates and its and their authorized employees, agents, consultants, contractors, property managers, and End Users to access and use the Equipment and Services solely on Customer’s behalf and in accordance with this Agreement. Customer must use the WhiteSky Life Safety Services solely for lawful purposes and activities and as set forth in this Agreement. Customer must comply with all applicable Laws and industry codes of practice in connection with its use of the WhiteSky Life Safety Services. Customer is fully responsible and liable for all access to and use of the WhiteSky Life Safety Services by or through Customer, its Affiliates, and its End Users, including all acts and omissions thereof.

10.2.2 Restrictions. Customer shall not (i) modify all or any portion of the WhiteSky Life Safety Services, including introducing malicious programs or software that may interfere with the WhiteSky Life Safety Services, (ii) sell, rent, lease, license, sublicense, loan, provide, distribute or otherwise transfer all or any portion of the WhiteSky Life Safety Services to any third party, (iii) use the WhiteSky Life Safety Services in any manner that is unlawful or that Customer knows or reasonably should know is likely to endanger any person, damage any property, or infringe a person’s rights (including Intellectual Property Rights), (iv) reverse engineer, reverse assemble or otherwise attempt to gain access to the source code of all or any portion of the WhiteSky Life Safety Services, (v) use the WhiteSky Life Safety Services for third-party outsourcing, commercial time-sharing or service bureau use, (vi) use the WhiteSky Life Safety Services in a way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or in a similar manner, (vii) use the WhiteSky Life Safety Services for deceptive marketing practices, or (viii) try to use, or use the WhiteSky Life Safety Services in violation of this Agreement.

11. Damage to Equipment and Rental Equipment.

11.1 Damage  to Equipment. If Equipment, or any third-party equipment necessary for the installation or operation of Equipment, becomes lost, damaged, or stolen, then Customer may need to purchase or rent new Equipment. Customer shall notify WhiteSky immediately if any WhiteSky Life Safety Services are stolen, damaged, or used in an unauthorized manner. Customer’s failure to do so may result in termination of this Agreement or additional charges. Customer is solely liable for all costs and damages arising from any unauthorized use of the WhiteSky Life Safety Services, including attorneys’ fees. WhiteSky reserves all rights to proceed against Customer and its End Users for any actual or threatened unauthorized use or damage of the WhiteSky Life Safety Services.

11.2 Rental Equipment. This Section applies only if the Order Form expressly identifies Equipment as Rental Equipment. Any rental agreed upon by WhiteSky is subject to a separate rental agreement and/or applicable Order Form. Customer shall maintain and repair any Equipment leased or rented from WhiteSky at its own expense and bears any risk of loss, damage, or theft, including lost shipments. Customer must immediately notify WhiteSky if: (i) Rental Equipment is lost, damaged, or stolen, and will bear the cost of replacement plus $50; (ii) Customer (or End User) fails to promptly return Rental Equipment when due; or (iii) Customer is in default of any payment obligations. WhiteSky reserves the right to take possession of Rental Equipment if Customer is in material breach of this Agreement, without demand or legal process, and Customer hereby waives any damages occasioned by such repossession, including those caused by any third-party providers. Customer’s rental constitutes a true lease under the UCC and not a sale of equipment subject to a security interest. WhiteSky is entitled to all deductions, credits, or other tax benefits provided by applicable Law to the owner of property and Customer must not take any action that would result in WhiteSky’s disqualification for such benefits. Rental Equipment shall be personal property and not a fixture under applicable Law, even if attached to real property or any improvements. Upon rental cancellation/termination, Customer remains responsible for rental charges until all rental equipment is returned in fully functioning condition, plus any Fixed Term Cancellation Fee, repair/replacement costs, and return logistics.

12. Intellectual Property. 

12.1 License. WhiteSky grants Customer a limited, revocable, non-transferable, non-sublicensable, non-resalable license and right to use (i) the Equipment; (ii) firmware or software embedded in WhiteSky Equipment in object code; and (iii) the Services or any voice communications services, software and/or applications provided to Customer by WhiteSky, solely within the Territory and solely in strict accordance with this Agreement. The Equipment and Services may not be used outside the Territory.

12.2 Ownership and Feedback. Each Party retains all right, title, and interest in its pre-existing or separately developed Intellectual Property Rights. Except as set forth herein, WhiteSky reserves all rights and grants Customer no licenses of any kind to its Intellectual Property Rights hereunder. All feedback, ideas, or suggestions provided to WhiteSky by Customer, with respect to the WhiteSky Life Safety Services, will be deemed WhiteSky’s Confidential Information.

13. Confidentiality.

13.1 “Confidential Information” means the information of either Party (the “Disclosing Party”) that is disclosed to the other Party (the “Receiving Party”) pursuant to this Agreement, is not generally known or available outside the Disclosing Party, and information and physical material entrusted to Disclosing Party in confidence by third parties. Confidential Information includes, without limitation: technical data, Trade Secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Disclosing Party (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by Disclosing Party (whether by oral, written, graphic or machine-readable format), which Confidential Information is designated in writing to be confidential or proprietary, given orally, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. All of WhiteSky’s bills of materials, this Agreement, Order Forms, contracts, pricing, invoices or documents that specify components and materials used by WhiteSky, and any order quantities with respect to such components and materials, shall be Confidential Information of WhiteSky.

13.2 Restrictions. Each Receiving Party agrees that it will use and reproduce the Confidential Information of the Disclosing Party only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes and will restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a need to know and will not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations will be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. All third parties to whom the Receiving Party discloses Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as this Agreement. Notwithstanding the foregoing, it will not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement for disclosure.

13.3 Exceptions. Notwithstanding anything to the contrary herein, neither Party will be liable for using or disclosing information that such Party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.

14. Privacy, Security, CPNI, TCPA Consent, and Communications.

14.1. Privacy & Security.

1. Customer is responsible for implementing and maintaining appropriate security measures for devices and network environments that access the WhiteSky Life Safety Services. In the event of a security breach affecting WhiteSky systems, WhiteSky will notify Customer as required by applicable Law. WhiteSky employs commercially reasonable efforts to minimize the risk of any loss in privacy when using the WhiteSky Life Safety Services; provided, however, that WhiteSky cannot guarantee that End Users’ communications are completely secure, including those using the public internet or Third-Party Networks. It is each End User’s responsibility to protect the security of their personal information, login information, Content and unique identifiers (including associated passwords). Please refer to our Privacy Policy in Exhibit E, which is incorporated by reference herein, for additional information. In order to customize products and services or comply with applicable Law, WhiteSky reserves the right to store, analyze, use, and publicly disclose aggregated information regarding Customer and End User product use.

2. It is Customer’s or each End User’s responsibility to protect the security of their personal information, login information, Content and unique identifiers (including associated passwords). Customer is solely responsible for ensuring that its account information with WhiteSky is kept up to date.

3. Customer and End Users shall not provide WhiteSky with Social Security numbers, driver’s license numbers, financial account credentials, biometric data, health information, medical information, protected health information, student information, or other sensitive personal information unless expressly required for the WhiteSky Life Safety Services and agreed in writing by WhiteSky.

4. Customer will indemnify, defend, and hold harmless, WhiteSky for (i) any failure of Customer to update its accounts, (ii) its or its End Users’ failure to protect Customer Personal Information, or (iii) its breach of any applicable privacy laws or regulations.

14.2 TCPA Consent & Privacy. 

In accordance with the Telephone Consumer Protection Act (TCPA) 47 U.S.C. § 227, as may be amended, Customer consents to be contacted by WhiteSky or third parties designated by WhiteSky for any purposes arising out of Equipment and Services, at any telephone number or other address Customer provides. Specifically, communications required by law, Emergency Services, fraud/abuse prevention, service provisioning, support escalation, network protection, or harm prevention. WhiteSky may contact Customer or End User in any way, including through automated messaging, and in any form, including SMS text messages, emails, and prerecorded calls. An agent or representative may leave a message. Customer and End Users warrant and represent that the Customer and End User telephone numbers and other addresses provided to WhiteSky are correct and that they are permitted to receive calls at each of the telephone numbers provided.

WhiteSky may listen to and/or record phone calls between Customer or End Users and WhiteSky representatives for training, quality monitoring, or other purposes without further notice. WhiteSky may provide Third-Party Service Providers with information related to Customer’s or End Users’ accounts, including without limitation Customer’s or End User’s name, phone number, physical and electronic address, rate plan information, and other customer proprietary network information (“CPNI”) in order for such Third-Party Service Providers to (i) provide certain of the Services to Customer and/or End Users, (ii) contact Customer with respect to the WhiteSky Life Safety Services, (iii) investigate abuse, fraud, illegal activity, or program compliance.

CPNI includes information that relates to the quantity, technical configuration, type, destination, location, and amount of use of a telecommunications service. Customer and End Users affirmatively consent to and authorize this use of CPNI by WhiteSky and its Third-Party Service Providers. Customer and End Users have the right to withhold authorization of this disclosure and use of their CPNI without affecting the provision of any service(s) to which they currently subscribe. Customer’s and End Users’ CPNI authorization is effective until revoked. Customer and End Users may terminate CPNI authorization from WhiteSky at any time by contacting WhiteSky customer support in writing.

Customer represents and warrants that it has obtained and will maintain all consents and permissions necessary for WhiteSky and its Third-Party Service Providers to contact Customer, End Users, site personnel, emergency contacts, property managers, and other contacts provided by Customer for service, support, emergency, regulatory, provisioning, fraud prevention, network protection, outage, billing, and operational purposes.

15. Regulatory Compliance; CALEA; Export Controls; Audit Rights.

15.1 Communications Assistance for Law Enforcement. Customer and WhiteSky agree to cooperate and comply with all lawful requests under the Communications Assistance for Law Enforcement Act and other Laws. If Customer receives any inquiry, subpoena or other communication from a Governmental Authority related to the WhiteSky Life Safety Services, Customer will notify WhiteSky within 24 hours or such earlier time period as required by the communication. If WhiteSky receives any inquiry, subpoena or other communication from a Governmental Authority directly relating to Customer, and WhiteSky is not legally prohibited from notifying Customer, WhiteSky will notify Customer as soon as reasonably practicable.

15.2. Export Controls. Customer will comply fully with all applicable import and export laws, conventions, and regulations, including the United States Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, the Export Administration Regulations promulgated under the Export Administration Act of 1979, and the International Traffic in Arms Regulations administered by the U.S. Department of State, as applicable. Along with the WhiteSky AUP, Customer acknowledges that the WhiteSky Life Safety Services, including any software, documentation, and related technical data included with or contained in such Equipment and Services, and any products utilizing any such WhiteSky Life Safety Services, software, documentation, or technical data (collectively, “Regulated Products”), may be subject to U.S. export control laws and regulations. Without limiting the generality of the foregoing, Customer will not, and will not permit any third parties to, directly or indirectly, export, re-export, divert, distribute, transmit, transfer, or release any Regulated Products, or any direct product or technical data thereof, to any destination, jurisdiction, country, company, person, or third party restricted or prohibited by applicable U.S. export controls. Customer further represents and warrants that Customer, or if acting on behalf of a business, such business and its officers, directors, and shareholders, are not listed on any Specially Designated Nationals list or other denied parties list issued by any agency of the United States Government.

15.3. Audit Rights of WhiteSky.

15.3.1 Audit Rights. Upon reasonable prior notice, WhiteSky or its designated representative may audit Customer’s records, facilities, Service Locations, Customer Equipment, Customer Network, usage, Registered Locations, emergency-calling notices, acknowledgments, tax documentation, and other information reasonably necessary to verify Customer’s compliance with this Agreement, the Order Form, User Guidelines, Third Party Service Provider Terms, billing obligations, regulatory requirements, E911 obligations, and usage limitations. Customer shall reasonably cooperate with any audit, inspection, investigation, or verification requested by WhiteSky, any carrier, 911 provider, Governmental Authority, or other authorized third party. If an audit identifies noncompliance, unauthorized use, underpayment, inaccurate information, or other breach, Customer shall promptly cure the issue at its sole cost and reimburse WhiteSky for all resulting Charges, penalties, interest, and costs.

15.3.2 No Limitation on Emergency, Security, or Regulatory Audits. Notwithstanding any notice requirement, WhiteSky may conduct an immediate audit, inspection, investigation, or verification, including remotely, if WhiteSky reasonably believes that Customer’s use of the WhiteSky Life Safety Services may involve unauthorized use, fraud, abuse, a Security Incident, inaccurate Registered Location information, E911 or life-safety risk, violation of Law, network harm, or risk to WhiteSky, a carrier, a 911 provider, or any third party.

16. Representations and Warranties.

16.1 Customer Representations and Warranties.

Customer represents and warrants to WhiteSky that:

1. it is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization and is qualified to conduct business where required to perform its obligations under this Agreement;

2. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

3. the execution and delivery of this Agreement and the performance of Customer’s obligations hereunder have been duly authorized by all necessary corporate or organizational action;

4. this Agreement constitutes a legal, valid, and binding obligation of Customer, enforceable against Customer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and general principles of equity;

5. Customer shall comply with all Laws applicable to Customer’s use of the WhiteSky Life Safety Services, the operation of Customer’s property and facilities, and any life-safety, emergency communications, telecommunications, building, fire, or occupancy requirements applicable to Customer or the premises where the WhiteSky Life Safety Services are deployed;

6. Customer owns or otherwise has sufficient rights to the facilities, systems, networks, data, and equipment provided or made available to WhiteSky in connection with the WhiteSky Life Safety Services, and Customer has obtained all necessary third-party consents, permissions, and approvals required for WhiteSky to provide the WhiteSky Life Safety Services;

7. Customer shall provide and maintain, at its sole expense, all required power, internet connectivity, cabling, environmental conditions, and compatible third-party systems necessary for operation of the WhiteSky Life Safety Services unless expressly stated otherwise in this Agreement;

8. Customer shall promptly notify WhiteSky in writing of any complaints, disputes, or Claims relating to the WhiteSky Life Safety Services or Customer’s use thereof that come to Customer’s attention; and,

9. Customer acknowledges that emergency and life-safety communication services may be affected by factors outside WhiteSky’s reasonable control, including power failures, internet outages, carrier network interruptions, force majeure events, building conditions, third-party systems, and acts or omissions of Customer or third parties.

16.2. WhiteSky’s Representations and Warranties.

WhiteSky represents and warrants to Customer that:

1. it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

2. it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder;

3. the execution and delivery of this Agreement and the performance of WhiteSky’s obligations hereunder have been duly authorized by all necessary corporate action; and

4. this Agreement constitutes a legal, valid, and binding obligation of WhiteSky, enforceable against WhiteSky in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and general principles of equity.

17. Limited Warranty, Service Levels and Disclaimers. 

17.1 Limited Warranty. WhiteSky shall, at its own expense, install, maintain, repair, and operate the Equipment, as necessary to provide the WhiteSky Life Safety Services and to keep the same in good condition and repair at all times; provided, however, WhiteSky is not obligated to (i) upgrade the circuit capacity at its own expense; (ii) repair or replace any Equipment out of warranty at its own expense (except to the extent that Equipment is damaged by WhiteSky or the repairs or replacements are necessary for WhiteSky to provide the Services as required in this Agreement); or (iii) upgrade the Equipment at its own expense (unless those upgrades are necessary for WhiteSky to provide the Services as required in this Agreement), but WhiteSky shall provide all upgrades to software and firmware included in the Equipment without charge. WhiteSky shall, at its own expense, install, maintain, operate, repair, replace, and upgrade WhiteSky-owned Equipment and/or software as necessary to provide the Services.

17.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WHITESKY LIFE SAFETY SERVICES ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS. WHITESKY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WHITESKY LIFE SAFETY SERVICES OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WHITESKY DOES NOT WARRANT THAT THE WHITESKY LIFE SAFETY SERVICES OR THEIR USE WILL BE UNINTERRUPTED OR SECURE, WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET ANY OF CUSTOMER’S REQUIREMENTS, WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE THAT CUSTOMER USES, OR WILL COMPLY WITH APPLICABLE LAWS.

17.3 Reliability Disclaimer. WhiteSky does not warrant that the WhiteSky Life Safety Services will be adaptable to Customer’s use case or be error-free. Proper functioning is dependent on several factors outside of WhiteSky’s control, including the transmission of data through Customer’s or any End User’s Wi-Fi® network, enabled wireless device, and broadband internet access or optional cellular backup, for which neither WhiteSky nor any carrier is responsible. Access may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of access, environmental conditions, interference, non-payment of fees or charges, unavailability of radio channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of an emergency (collectively, “Service Interruptions”). Service Interruptions may occur without prior notice or result in the Services being unreliable or unavailable. In the event of Service Interruptions, disruptions or outages, Customer’s sole remedy, and WhiteSky’s sole obligation, shall be to provide the service level credits and/or remedies for the applicable Service in accordance with the Service Level Agreement incorporated herein as Exhibit A. WhiteSky may update the Service Level Agreement from time to time and Customer’s continued use of the WhiteSky Life Safety Services will be considered its acceptance of any changes.

17.4 Customer Support. See WhiteSky’s Service Level Agreement in Exhibit A.

18. Indemnity by Customer. 

18.1 Indemnity. Customer agrees to defend, indemnify and hold harmless WhiteSky and its officers, directors, employees, Affiliates, agents, assigns, and any other service providers who furnish services to WhiteSky or Customer in connection with the use of the WhiteSky Life Safety Services, against any Losses arising out of: (i) any act or omission of Customer or any End Users; (ii) Customer’s negligence or willful misconduct; (iii) Customer’s or End User’s breach of this Agreement; (iv) Customer’s use, misuse, or alteration of any of the WhiteSky Life Safety Services; (v) Customer’s or End User’s unauthorized use of the WhiteSky Life Safety Services; (vi) a Security Breach impacting the WhiteSky Life Safety Services; (vii) any Claim by any employee or invitee of Customer or End Users; (viii) any Claims for infringement of any intellectual property rights arising from or in connection with the Customer or an End User’s use of the WhiteSky Life Safety Services; (ix) violation of any Law by Customer or any End User; and (x) Customer’s failure to obtain or maintain required permits, inspections, approvals, AHJ sign-offs, monitoring-provider approvals, insurance approvals, code compliance, testing records, backup power, backup connectivity, accurate Registered Locations, or compatibility of Customer’s alarm, fire, elevator, monitoring, network, power, or other systems.

18.2 Conditions of Indemnity. Customer and/or End User shall not enter into any settlement or compromise of any such Claim without WhiteSky’s prior written consent. WhiteSky at its option may participate in any proceedings with counsel of its own choosing.

19. Limitation of Liability and Disclaimer.

IN NO EVENT SHALL WHITESKY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF BUSINESS, LOST PROFITS, OR LOST REVENUE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY UNDER WHICH THEY ARE SOUGHT, REGARDLESS OF WHETHER WHITESKY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL WHITESKY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S OR END USER’S ACCOUNT(S). WHITESKY FURTHER DISCLAIMS ALL LIABILITY ARISING OUT OF CUSTOMER’S OR END USER’S FAILURE TO (A) ENTER CORRECT INFORMATION WHILE PROGRAMMING THE EQUIPMENT, (B) TEST THE FUNCTION AND RANGE OF THE EQUIPMENT AND SERVICES, (C) CHARGE THE EQUIPMENT, (D) INSTALL, CONFIGURE, MAINTAIN, OR OPERATE THE EQUIPMENT IN COMPLIANCE WITH APPLICABLE REQUIREMENTS, (E) PROVIDE BACKUP POWER, INTERNET, OR CELLULAR SERVICE, OR (F) ABSTAIN FROM UNINTENDED USE OF THE EQUIPMENT OR SERVICES, AS DETERMINED BY WHITESKY IN ITS SOLE DISCRETION. WHITESKY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES RESULTING FROM LOSS OF POWER TO END USERS; INSTALLATION WORK PERFORMED BY CUSTOMER, END USER, OR THIRD PARTIES; OR ANY ACT OR OMISSION BY CUSTOMER, END USER, OR ANY PERSON USING THE EQUIPMENT OR SERVICES PROVIDED TO CUSTOMER OR END USER; EQUIPMENT, NETWORK OR FACILITY FAILURE; AN ACT OR OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR, OR OTHER THIRD PARTY, INCLUDING BLOCKING OF PORTS BY CUSTOMER’S OR END USER’S INTERNET SERVICE PROVIDER OR OTHER IMPEDIMENT TO THE USE OF THE EQUIPMENT OR SERVICES CAUSED BY ANY THIRD PARTY; OR ANY OTHER CAUSE THAT IS BEYOND WHITESKY’S REASONABLE CONTROL. WHITESKY’S AGGREGATE LIABILITY FOR DAMAGES HEREUNDER, INCLUDING ACTS OR OMISSIONS RELATED TO THE SERVICES OR 911 DIALING, SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO WHITESKY IN THE ONE-MONTH PERIOD PRECEDING THE CLAIM AT ISSUE. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM.

20. Insurance.

1. Each Party shall maintain insurance coverage customary for its business and sufficient to cover its obligations under this Agreement, as applicable, including (i) commercial general liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) excess umbrella liability with limits no less than $5,000,000 per occurrence and $5,000,000 in the aggregate; (iii) workers’ compensation with limits no less than the minimum required by applicable Law; (iv) employer’s liability with limits no less than $1,000,000 per occurrence and $1,000,000 in the aggregate; (v) technology, media, and information errors & omissions liability with limits no less than $5,000,000 per occurrence and $5,000,000 in the aggregate; and (vi) cyber liability with limits no less than $5,000,000 per occurrence and $5,000,000 in the aggregate.

2. Customer’s insurance shall be primary and non-contributory, and Customer waives, and shall cause its insurers to waive, subrogation against WhiteSky and such parties.

3. Upon request, each Party shall provide certificates of insurance. The insurance required under this Section does not limit Customer’s liability, indemnity, payment obligations, or other responsibilities under this Agreement, and WhiteSky’s maintenance of insurance shall not expand WhiteSky’s obligations, warranties, indemnities, service levels, remedies, or liability under this Agreement, any Order Form, or applicable Law.

21. Marks, Marketing, and Publicity.

21.1 Marks. Except as expressly permitted, Customer shall not use the name “WhiteSky,” its Affiliates, or any of their respective employees, nor any variation thereof, including any logos, trademarks, or service marks, in any advertising, marketing materials, supplier lists, press releases, or other publicity without WhiteSky’s prior written consent in each instance.

21.2 Marketing. Customer shall not (a) misrepresent the WhiteSky Life Safety Services, (b) engage in any deceptive, misleading, or unethical marketing or business practices relating to the WhiteSky Life Safety Services, or (c) violate any written WhiteSky policies or guidelines related to marketing or branding provided to Customer prior to or during the term of this Agreement.

21.3 WhiteSky Rights. WhiteSky reserves the right to use Customer’s and End Users’ names and logos to identify it as a WhiteSky customer. WhiteSky may also send announcements or promotional materials via e-mail, SMS, text, or mail to Customers and End Users. Customer and End User may opt-out by contacting customer service. WhiteSky attempts to describe its products, services, pricing, and availability accurately but does not warrant that information on its website or promotional materials is error-free.

22. Applicable Law, Venue, and Consent to Jurisdiction.

The Parties agree that any Claim arising under this Agreement or any Order Form will be governed by and construed in accordance with the laws of the State of Texas applicable to contracts to be wholly performed therein, and any action based on or alleging a breach of this Agreement or Order Form must be brought in a state or federal court located in Dallas County, Texas. The Parties agree to submit to the personal jurisdiction of such courts.

23. Miscellaneous Terms.

1. Force Majeure. Neither Party will be liable for any failure or delay in its performance under this Agreement (except for any obligations to make payments) due to a Force Majeure. “Force Majeure” means any cause beyond a Party’s reasonable control, including natural disasters, governmental orders or actions, war, terrorism, pandemic, labor disputes, cyber-attacks, network or facility failure, or any act or omission of any underlying carrier, including blocking of ports by a high-speed internet service provider. An event will not qualify as a Force Majeure if the delayed Party fails to give the other Party commercially reasonable notice of the delay or fails to use commercially reasonable efforts to correct the failure or delay.

2. Assignment. Customer may not assign, transfer, or delegate any of or all of its rights or obligations under this Agreement or any Order Form, voluntarily or involuntarily, including by change of control, merger, operation of law, or any other manner, without WhiteSky’s express prior written permission. Any purported assignment or delegation in violation of this Section will be null and void.

3. No Agency. Customer and its End Users are not employees, agents, or representatives of WhiteSky. Customer and its End Users are not authorized to, and will not attempt to, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of WhiteSky. Without limiting the generality of the foregoing, Customer and its End Users will not enter into any contracts, agreements or other commitments, make any warranties or guaranties, or incur any obligations or liabilities in the name or otherwise on behalf of WhiteSky. This Agreement does not create any agency, franchise, association, joint venture or partnership among the parties.

4. Entire Agreement. This Agreement (including any Order Form) constitutes the parties' entire understanding concerning the subject matter contained herein. Neither Party is relying on any warranties, representations, promises, or inducements, whether written or oral, not expressly stated in this Agreement or the applicable Order Form. For clarity, any terms or conditions on any documentation provided by Customer relating to the Equipment, Services, or this Agreement, including any online terms or click-through agreements, are expressly rejected and are deemed void. In the event of a conflict or inconsistency among the documents comprising the Agreement, the following order of precedence will apply: (i) the applicable Order Form, but only with respect to the specific business terms expressly set forth therein; (ii) this Agreement; and (iii) the exhibits, User Guidelines, and other incorporated policies. No provision of an Order Form will modify this Agreement unless the Order Form expressly identifies the provision being modified and states that it controls notwithstanding the Agreement.

5. General Compliance with Laws Covenant. Each Party will at all times comply with all Laws applicable to this Agreement, each Party’s performance of its obligations hereunder, and a Party’s use or offering of the WhiteSky Life Safety Services. Without limiting the generality of the foregoing, each Party will (a) at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the sale, purchase or use of the WhiteSky Life Safety Services and (b) not engage in any activity or transaction involving the WhiteSky Life Safety Services, by way of use or otherwise, that violates any Law.

6. Waiver. A delay or failure by either Party to exercise any right under this Agreement will not constitute a waiver of that or any similar or future right.

7. Severability. If any provision of this Agreement or an Order Form is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the Parties' intent, and the remainder of the Agreement or Order Form will continue in full force and effect.

8. Parties Bound. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns (where permitted by this Agreement).

9. No Third-Party Beneficiaries. This Agreement is between WhiteSky and Customer. Except to the extent expressly stated in this Agreement, there are no third-party beneficiary rights.

10. Rules of Construction. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any Party hereto by virtue of the authorship of any of the provisions of this Agreement. The following rules of construction shall apply to this Agreement: (i) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement that precedes or follows such word to the specific or similar items or matters immediately following such word; (ii) the word "or" is not exclusive and shall be construed to mean "and/or" unless the context clearly requires otherwise; (iii) words in the singular shall be deemed to include the plural, and words in the plural shall be deemed to include the singular, as the context may require; (iv) words of any gender shall be deemed to include each other gender and the neuter, as the context may require; (v) references to any statute, regulation, rule, or other law shall be deemed to include all amendments thereto and successor provisions, unless the context otherwise requires; (vi) references to any agreement, instrument, or document shall be deemed to include all amendments, supplements, restatements, and other modifications thereto from time to time; (vii) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (viii) references to "days" shall mean calendar days unless the provision expressly states "business days"; (ix) references to "$" or "dollars" shall mean United States dollars unless otherwise specified; and (x) the headings and captions in this Agreement are included for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

11. Notices. Notices regarding breach or termination of this Agreement must be in writing and will be deemed given if delivered personally, by confirmed email, or on the third day after mailing by first-class, registered or certified mail, postage prepaid to Customer at the addresses provided in the Order Form or otherwise designated in writing and to WhiteSky Communications, LLC at 2201 Lakeside Blvd., Richardson, TX 75082 with copy to legal@Realpage.com.

Exhibit A

Service Level Agreement

1. Percentage of Services Availability at the Customer Location. This parameter is calculated by dividing the number of seconds that the WhiteSky Life Safety Services are available at the Service Location by the total number of seconds in each calendar month, quarter, or year (as applicable) and multiplying by 100.

   Specifically excluded from the Services availability calculation are regularly scheduled maintenance windows or agreed upon ad hoc maintenance windows scheduled and announced by WhiteSky at least 24 hours in advance. All scheduled maintenance work shall be performed during off-peak hours. WhiteSky will work with Customer's representative to ensure that Services disruptions to the Service Location are minimized.

2. Percentage of Trouble Reports Cured Timely. A “Trouble Report” is any service-related report, written or oral, made by Customer relating to the Services or the System, but excludes operator error. This parameter is related to the number of Trouble Reports resolved within the following windows:

   Trouble Reports received by WhiteSky prior to 5:00 p.m. in the time zone of Service Location, Monday through Friday, excluding Holidays as defined below, will be responded to by the end of the next business day. WhiteSky will cure the issue addressed in the Trouble Report within 36 hours after initial receipt of the Trouble Report. Trouble Reports received after 5:00 p.m. will be considered received on the next business day.

   Trouble Reports received by WhiteSky prior to 5:00 p.m. in the time zone of Service Location, on Saturday or Sunday or on Holidays, will be responded to within 36 hours. WhiteSky will cure the issue addressed in the Trouble Report within 48 hours after initial receipt of the Trouble Report. Trouble Reports received after 5:00 p.m. will be considered as next day business.

   “Holidays” shall mean: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, Christmas Day, Martin Luther King Day, Presidents' Day, and Veterans Day.
   

3. Hold Time Less than 3 Minutes. This parameter of “Hold Time Less than 3 Minutes” is based upon the number of calls to WhiteSky's call center in a calendar quarter in which the Customer is left on hold for less than 3 minutes.

   This parameter is calculated by dividing the number of calls to WhiteSky 's call center during a calendar quarter in which the Customer is put on hold for less than 3 minutes by the total number of Customer calls per calendar quarter and multiplying by 100. The averaging period will be measured against those hours that the call center is staffed and in operation.

   WhiteSky will achieve at least 95% of Hold Time Less than 3 Minutes per calendar quarter, but will use commercially reasonable efforts to achieve a higher rating.

4. Automatic Ticket Closing. In the event that a Customer does not answer 3 phone calls from WhiteSky's technical support to update the support ticket related to a Trouble Report, WhiteSky will follow the protocol below:

   1. WhiteSky will make 3 more phone calls to that Customer during 1 day (morning, early afternoon, and evening).

   2. If the Customer does not answer the phone, WhiteSky will leave a voice message each time it makes 1 of these 3 phone calls.

   3. If WhiteSky fails to reach the Customer with these phone calls, WhiteSky will, during normal business hours and within 24 hours of the last of the 3 phone calls made during 1 day, send 2 text messages to the Customer to request confirmation that the service is functioning properly and that the problem giving rise to the support ticket was solved.

   4. If no response is received within 24 hours of sending the text messages, WhiteSky will email the Customer and/or the property manager to inform them that WhiteSky will close the ticket upon WhiteSky's receipt of confirmation that the email was received. At the time WhiteSky receives this confirmation, WhiteSky will close the ticket and consider the issue satisfactorily resolved.

5. SMP. WhiteSky will provide Customer with access to its Support Management Portal (SMP) (https://support.whitesky.us/). “The SMP will enable Customer to:

   1. send messages and;

   2. report major and minor outages; and

   3. submit maintenance issues and trouble tickets;

6. Disclaimer. The above performance criteria are service targets and support objectives, not guarantees of uninterrupted service, emergency-call completion, alarm compatibility, PSAP performance, carrier availability, cellular coverage, or remediation within a fixed period. Any service credits expressly stated in an Order Form are Customer’s sole and exclusive remedy for failure to meet applicable performance criteria. Aggregate credits for any month shall not exceed the recurring monthly fees for the affected Service at the affected Service Location for that month.

Exhibit B

Acceptable Use Policy

This WhiteSky Acceptable Use Policy (“AUP”) governs Customer’s use of any WhiteSky Equipment and Services. By using any WhiteSky Equipment or Services, Customer represents and warrants that Customer and its End Users will at all times comply with WhiteSky’s AUP and this Exhibit B. Any terms not defined herein have the meanings specified in the WhiteSky terms and conditions applicable to your purchase or use. WhiteSky reserves the right to terminate the Services and charge applicable usage and service fees at any time if it concludes Customer or its End Users are in violation of WhiteSky’s AUP or this Exhibit B.

WhiteSky’s AUP can be found at: WhiteSky Terms | Realpage

The following terms will also apply to Customer’s and End Users’ use:

1. Prohibited Acts. The following are prohibited uses of WhiteSky Equipment and Services in accordance with the AUP:

   1. using in a manner designed to, or with the effect of, avoiding applicable fees or service charges;

   2. allowing any third party to access, configure, maintain, repair, administer, modify, or control WhiteSky Equipment, software, or systems (or by Customer or End User in violation of the Agreement);

   3. continually or repeatedly dialing numbers associated with free conference calls, free chat lines, or similar services or otherwise abusive or excessive use patterns intended to exploit, evade, or circumvent pricing, billing, or service limitations;

   4. unauthorized, wrongful, or misappropriated use of services (including cloning, compromised SIM algorithm, and subscription fraud) on a MSISDN or SIM assigned to you, whether or not the MSISDN or SIM is currently active;

   5. using the service without permission on a stolen or lost device;

   6. installing any amplifiers, enhancers, repeaters or other devices that modify or otherwise affect the radio frequencies used to provide services without express permission from WhiteSky;

   7. monitoring of third parties without their permission, including location-based tracking of individuals;

   8. transferring, cloning, modifying, or using any SIM card in an unauthorized device or in violation of WhiteSky policies or instructions;

   9. if your Services require the use of Teal, violation of the terms and conditions found at https://tealcom.io/terms/

      Customer may use the Services only for the specific life-safety telephony use cases expressly identified in the applicable Order Form, subject to the E911 disclosures, service limitations, backup requirements, testing obligations, and terms. Customer may not use the Services for life-support, medical monitoring, emergency dispatch, alarm monitoring, fire monitoring, elevator communications, or other safety-critical applications unless such use is expressly identified in the Order Form and Customer complies with all applicable testing, backup, code, AHJ, and monitoring-provider requirements.

2. SIM Cards. By activating any SIM card we provide you, you agree that we or the applicable Third-Party Service Provider:

   1. own all intellectual property and software on the SIM card;

   2. may change the software or other data on the SIM card remotely and without notice; and

   3. may utilize any capacity in the SIM card for administrative, network, business and/or commercial purposes.

3. Additional Prohibited Uses. In addition to the prohibited acts outlined herein, the following uses of Equipment and Services are prohibited:

   1. use of Equipment for voice applications if your service plan does not provide for it;

   2. using Equipment modified outside of WhiteSky’s permitted specifications or otherwise beyond its intended use;

   3. subscription to Services for business use without a Federal Tax ID or without being listed as a sole proprietorship.

4. Abuse of Services and Equipment. Customer and its End Users must use Equipment and Services as set forth in the Agreement or applicable Order Form. Unusual calling patterns, excessive caller and calling destinations and/or excessive usage (e.g. 5,000 minutes per line of service per month or more) will be considered as indicators that your use of Equipment may be inconsistent with WhiteSky’s usage limits. It may also indicate that the Equipment is being used in a manner not allowed by your Service plan and may result in review of your account and usage history. Failure to contact WhiteSky in response to our notification and/or failure to bring usage levels to normal levels in a timely fashion will result, in WhiteSky’s sole discretion, in immediate transfer to a service plan and fee schedule consistent with your actual usage rates. You acknowledge that if Service to your Equipment is terminated for abnormal usage patterns, you are subject to all applicable usage and service fees for the time periods in which your use of the Equipment was inconsistent with its allowable usage.

5. Protection of WhiteSky Networks. WhiteSky reserves the right to limit, suspend, constrain, or terminate Services for prolonged inactivity, for use that violates its AUP, or if WhiteSky reasonably determines that doing so is necessary to protect networks from harm or degradation. WhiteSky may also throttle data speeds to manage overall data usage and overage charges may apply for excessive data use.

6. No International Use. The WhiteSky Equipment and Services are designed for use in the Territory. WhiteSky cannot guarantee installation, performance, or use of WhiteSky Equipment and Services outside the Territory and reserves the right to suspend Service to any non-Territory-based system at any time.

7. Copyright & DMCA Notice: Materials may be made available via the use of the Equipment and Services by third parties not within WhiteSky’s control. WhiteSky is under no obligation to review Content posted, published, or broadcast through the Services for illegal or impermissible Content. However, WhiteSky respects the copyright interests of others. WhiteSky does not permit materials known by it to infringe another party’s copyright to be posted, published, or otherwise broadcast through our Services. If you believe any of the materials infringe a copyright, you should provide WhiteSky with written notice including: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit WhiteSky to locate the material; (d) information reasonably sufficient to permit WhiteSky to contact the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material is not authorized; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. DMCA notices should be sent to: WhiteSky Communications, LLC 2201 Lakeside Blvd., Richardson, TX 75082.

Exhibit C

Voice and Messaging Terms

These Voice and Messaging Terms govern your use of any WhiteSky voice or messaging services as applicable. Capitalized terms not defined herein have the meaning ascribed to them in the terms and conditions applicable to your purchase or use of WhiteSky products and services.

1. Number Assignment. Phone numbers are either assigned by WhiteSky or (where permitted) chosen by Customer. If your phone number is not in your local calling area, others in your local calling area may incur charges when calling you and toll charges may be different than those assessed on your former number. WhiteSky reserves the right to change your phone number(s) when reasonably required. Changes to residential phone numbers are subject to processing fees. Assigned numbers are unique to Equipment and transfer with the sale of any Equipment. WhiteSky reserves the right to reassign phone numbers attributable to Equipment that you deactivate or fail to use for a commercially unreasonable period of time, or in the event that you are assigned a backup number pursuant to a free trial and your trial does not convert into a paid subscription.

2. Porting. WhiteSky will use reasonable efforts to port Customer phone numbers but cannot guarantee that any particular number may be ported. Number transfers for residential customers are subject to a one-time porting fee. WhiteSky will not be responsible for porting numbers not provided to WhiteSky prior to or reasonably in advance of service activation. You should allow up to 21 days, or longer depending on your provider, for porting to be completed, and should not cancel your existing phone service until porting is completed. Following service termination, WhiteSky will not be able to port out any of your assigned numbers unless you (i) provide WhiteSky with at least 30 days’ notice of your intent to terminate your services and port out your number, (ii) promptly complete all documentation required by WhiteSky’s carrier and your new service provider’s carrier to effectuate a number transfer; and (iii) pay any porting fees charged by WhiteSky. Porting is provided through third parties outside of WhiteSky’s control and WhiteSky will not be liable to you for any damages concerning the availability of porting, delay, error, or failure of number transfers.

3. Security. You are solely responsible for selecting, implementing, and maintaining security features protecting against unauthorized calling and messaging, such as firewalls and passwords. You must notify WhiteSky promptly if you become aware of fraudulent or unauthorized use of your account. WhiteSky will not be liable for any damages resulting from any such fraudulent or unauthorized use. The payment of all charges accrued against your account is and remains your sole responsibility.

4. Reasonable Use Limitation. WhiteSky reserves the right to terminate your Services or modify your pricing if your use of WhiteSky’s Services, including any unlimited plans, exceeds Normal Use. As used herein, “Normal Use” means a use pattern similar to the use patterns of at least 95% of WhiteSky customers on the same or substantially similar service plan. Uses exceeding “Normal Use” include:

   1. an excessive amount of consecutively terminated and re-initiated calls, resulting in excessive call lengths;

   2. an excessive amount of inbound domestic toll-free calling patterns during a month;

   3. abnormal calling or messaging patterns indicative of an attempt to avoid WhiteSky’s reasonable use limitations;

   4. sending or receiving an excess of 500 pages of paperless facsimile per month;

   5. residential voice usage exceeding 5,000 minutes per Equipment per month;

   6. calls that result in atypical termination costs or surcharges, including “free” chat and conference services; or

   7. a prohibited use specified herein.
      

5. Prohibited Uses. The following uses of WhiteSky Services are expressly prohibited and constitute a breach of your terms of service:

   1. use of devices or any other methodology to circumvent use limitations or otherwise abuse a service plan;

   2. intentionally transmitting junk or spam advertisements or other junk or spam communications;

   3. intentionally engaging in blasting or other broadcasting of advertisements or other communications;

   4. any illegal use of auto-dialing, predictive dialing, sequential dialing or similar dialing pattern(s);

   5. engaging in or allowing trunking or forwarding of your WhiteSky telephone or facsimile number to another capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or key system;

   6. transmitting misleading or inaccurate caller ID information or email/SMS address or header information;

   7. violating any applicable Law, including the Telephone Consumer Protection Act, the Junk Fax Prevention Act, and rules governing the Do Not Call Registry; or

   8. intentionally transmitting SMS or MMS content, in any manner that violates the terms of service of applicable third-party providers or applicable industry guidelines, including those issued by the CTIA or Campaign Registry.

6. Blocking Calls. Without limiting its right to terminate, WhiteSky may block toll calls or charge Customer for reimbursement of associated charges if such calls result in atypical termination costs or surcharges, including calls to “free” conferencing or call management services, chat services, 900 numbers or the international equivalent, or recorded messages (such as those promoted in connection with reality TV shows, radio contests, or celebrity-sponsored recordings).

7. Service Limitations.

   1. Voice-to-Text. Customer is responsible for verifying the accuracy of any voice-to-text conversions made through WhiteSky Services, as WhiteSky does not warrant such conversions will be error-free. Certain Services may also require human-aided conversions, meaning that the privacy of the converted messages cannot be guaranteed. Customer releases WhiteSky and any applicable Third-Party Service Providers from any liability arising out of Customer or End User use of conversion services.

   2. May Not Support x11 Calling. WhiteSky Equipment, if not connected to a landline, may not support 311, 511 and/or other x11 services other than certain specified dialing services such as 411, 711, and 911. 911 services are subject to the service limitations and other disclosures set forth in WhiteSky’s E911 Terms and Disclosures in Exhibit D or your applicable Order Form.

   3. No 0+ or Operator Assisted Calling. If not connected to a landline, WhiteSky equipment does not support 0+ or operator-assisted calling (including third-party billing calls, 900, or calling card calls).

   4. Directory. Any phone numbers assigned to you by WhiteSky will not be listed in any public telephone directories.
      

8. Calling Area. Calling within the Territory does not include international calls, or calls to the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, Wake Island, the Midway Islands, Kingman Reef, Johnston Island, Canada and certain other locations within the North American Numbering Plan area, nor do they include calls to content providers (e.g., 900, 976), premium services (such as 411) or operator-assisted calls (such as 0+, 00+). Calls to Canada do not include calls to the Northwest Territories or Yukon. Regardless of the calling area, WhiteSky may choose to block toll calls or charge the customer for reimbursement of charges associated with calls if such calls result in atypical termination costs and/or surcharges, including, but not limited to, calls to “free” phone conferencing services, “free” call management services, phone chat services, 900 numbers or the international equivalent of any of the foregoing, or recorded messages (such as those promoted in connection with reality TV shows, radio contests, or celebrity-sponsored recordings). Your ability to continue to make calls is contingent upon your continuing to subscribe to a High-Speed Internet service or subscribing to Cellular Service to enable calling over a third-party cellular data network.

Exhibit D

E911 Terms and Disclosures

These E911 Terms and Disclosures supplement your Agreement and contain important information concerning the limitations of E911 service and possible circumstances that may impair your access to E911 service. Any terms not defined in these E911 Terms and Disclosures have the meaning ascribed to them in the Agreement or Order Form.

1. How it Works. When you dial 911 from a device used with WhiteSky Life Safety Services (a “WhiteSky Device”), the WhiteSky phone number and the registered address that Customer has provided to WhiteSky are sent to the local emergency center serving the location of your registered address. This enables emergency operators to send help and call the Customer back, if necessary (“Enhanced 911 Service”). However, WhiteSky does not control whether the emergency operator has the ability to receive and/or see Customer’s telephone number and address. Customers residing in areas where their local emergency center is not equipped to receive the Customer’s telephone number and/or address have what is called “Basic 911 Service.” Customers should always be prepared to provide the emergency operator with their telephone number and location. Until the Customer provides that information to the emergency operator, the emergency operator may not be able to dispatch help or return the Customer’s call if the call is dropped or disconnected, or if the Customer is unable to speak. As local emergency centers become capable of receiving Customer’s address and callback information, WhiteSky will automatically upgrade customers with Basic 911 service to Enhanced 911 Service. WhiteSky will not provide notice of the upgrade.

2. No Access to Enhanced or Basic 911 Service. Certain Customers do not have access to either Enhanced 911 Service or Basic 911 Service. Emergency calls from such Customers are sent to a national emergency call center. This center will ask the Customer for their name, telephone number, and location and then contact the local emergency center to send help. Circumstances requiring 911 calls to be sent to the national emergency call center include: (i) when there is a problem validating a Customer’s address; (ii) the Customer is identified with an international location; or (iii) the Customer is located in an area that is not covered by the 911 network. Until Customer provides its number and location, the emergency call center may not be able to call back or dispatch help if the call is disconnected.

3. 911 Calls from Desktop or Softphone App. EMERGENCY CALLS CANNOT BE PLACED THROUGH SOFTPHONES THAT ARE NOT 911-ENABLED. If Customer uses a Desktop or Softphone app, 911 calls will be routed to the local emergency center serving the location associated with the Customer’s app. If Customer is using the app nomadically (from a hotel, from a home office, etc.), Customer must update the 911 location on an ongoing basis to ensure that 911 calls are sent to the appropriate local emergency center for the Customer’s current location.

4. E911 Service Fees. Customers are required to subscribe to the E911 Service and will be subject to monthly fees (the “E911 Service Fees”), which are in addition to any applicable state 911 tax based on Customer’s service address and in addition to the applicable service fees for the associated line(s). If the E911 Service Fees are not paid, the emergency communications district in Customer’s jurisdiction may seek to collect such amounts from Customer directly. WhiteSky reserves the right to adjust its E911 Service Fees.

5. Registered Location Required. WhiteSky assigns all extensions and WhiteSky devices to the physical street address on file for the Customer. Prior to activation, Customer shall: (i) register with WhiteSky all additional 911 locations where the Services are to be used; and (ii) assign each WhiteSky device to one of the registered 911 locations. One extension may have multiple WhiteSky devices, and each such WhiteSky device needs to be assigned a 911 location. Failure to register a 911 location may result in the suspension or termination of Services. Customer may register multiple 911 locations per account and assign all active extensions and WhiteSky devices to such 911 locations. Individual End Users may assign and reassign their current location(s) on an as-needed basis. Customer must ensure that the physical location(s) provided to WhiteSky are correct and immediately update the location(s) when WhiteSky device locations change. Customer must instruct each End User to notify Customer immediately each time such End User changes their location. Customer will be liable for any charges incurred by WhiteSky due to its failure to provide accurate 911 locations. Customer will promptly assist WhiteSky in validating a 911 location address that has been rejected by the 911 provider. WhiteSky may terminate the account if WhiteSky is unable to validate a Customer’s address. Registered Location(s) may not be a P.O. box, mail drop or similar address.

6. Address Changes. If you are a WhiteSky phone service customer, you may update your primary location by contacting a member of our customer support team at 1-800-611-9837 during working hours. For purposes of 911 Dialing, you may only register one location at a time for each piece of Equipment. WhiteSky reserves the right to charge you for penalties that we incur when your 911 calls are sent to the national emergency call center because you failed to register your Equipment’s physical location, and/or when 911 response personnel are sent to the wrong address because you have not updated your physical location. You will indemnify, defend, and hold harmless WhiteSky from any claims, losses, costs, or penalties arising from your failure to register or timely update the Equipment’s physical location.

7. Use of Service Outside United States. 911 service is available only in the United States of America (including D.C. but excluding U.S. territories). Customer shall notify all users of WhiteSky services (including all colleagues, employees, invitees, guests and others present at the physical location) that 911 will not be available outside the Territory.

8. Mobile Applications. 911 emergency calls cannot be made from any WhiteSky mobile application (each a “Mobile App”). TO ENSURE PROPER CALL ROUTING, WHEN MAKING 911 CALLS WITH YOUR MOBILE DEVICE, YOU SHOULD MAKE SUCH CALLS USING YOUR CELLULAR CONNECTION AND NETWORK THROUGH YOUR CELLULAR PROVIDER.

9. Power Failure or Disruption. Emergency dialing will not function during a broadband, power, or ISP Service disruption. If there is an interruption in the power supply or other power failure, the Services and emergency dialing will not function until power is restored and may require Customer to reset equipment before making 911 calls. YOU ARE RESPONSIBLE FOR PROVIDING UNINTERRUPTED AC POWER AND BACKUP POWER TO THE EQUIPMENT. ANY POWER INTERRUPTION MAY RESULT IN A LOSS OF SERVICE INCLUDING 911 SERVICE.

10. Service Suspension or Termination by WhiteSky. A Services outage or suspension (including those due to billing issues or delinquent payment) or termination of Services by WhiteSky will prevent all calls from being made through the Services, including 911 calls.

11. Backup. It is Customer’s responsibility to determine how to meet Customer’s emergency calling needs and to provide access to emergency calling services (such as maintaining a conventional landline phone or wireless phone as a backup). If you have a landline connected to your Equipment, 911 will be directed through your local telephone service line provided by your local telephone service company. In such case, your 911 calls will be handled by your local telephone service company, not by WhiteSky.

12. Automated Number Identification. Due to limitations at public-safety answering points “PSAPs”, it may not be possible for the PSAP and the local emergency personnel to identify Customer’s telephone number (or the number assigned by WhiteSky) when Customer dials 911 to call Customer back if a call cannot be completed, is dropped or disconnected, or if a caller is unable to speak, and/or if the Services are not operational for any reason.

13. Labels. Customer agrees to notify any user or potential user of the Services of the 911 limitations described herein. Customer agrees to place a label on and/or near each telephone or other Equipment on which the Services may be utilized regarding the limitations or unavailability of 911 emergency dialing.

14. 911 Disclaimers; 911 Limitation of Liability. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE EQUIPMENT AND SERVICE MEETS ANY APPLICABLE REGULATORY REQUIREMENTS, INCLUDING BUT NOT LIMITED TO THOSE APPLICABLE TO FIRE PANELS. WHITESKY SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH 911 OR E911, INCLUDING WITHOUT LIMITATION FOR A) THE E911 SERVICE LIMITATIONS DESCRIBED IN THESE DISCLOSURES; B) ANY SERVICE, POWER, OR NETWORK OUTAGES; C) FAILURES OF ANY THIRD PARTIES, INCLUDING 911 CALL CENTERS AND EMERGENCY RESPONDERS; D) DEFECTIVE OR MISCONFIGURED EQUIPMENT; E) NETWORK CONGESTION; F) THE SIMULTANEOUS USE OF ONE LINE WITH MULTIPLE PIECES OF EQUIPMENT; G) USE OF NONNATIVE PHONE NUMBERS; H) FAILURE OF EQUIPMENT TO RECEIVE CALLBACKS FROM EMERGENCY SERVICE PERSONNEL; I) ANY FORCE MAJEURE EVENT; OR, J) CUSTOMER’S OR AN END USER’S FAILURE TO REGISTER, MAINTAIN, OR TIMELY UPDATE ACCURATE PHYSICAL LOCATION INFORMATION FOR THE EQUIPMENT. WHITESKY IS NOT AN ALARM COMPANY AND IS NOT RESPONSIBLE FOR THE FUNCTIONALITY OF CUSTOMER’S OR END USER’S ALARMS OR EMERGENCY SYSTEMS. IT IS END USER’S AND CUSTOMER’S SOLE OBLIGATION TO TEST THE EQUIPMENT AND SERVICES FOR PROPER OPERATION WITH ITS ALARM OR MONITORING PROVIDER. CUSTOMER AGREES THAT THIS LIMITATION OF WHITESKY’S LIABILITY IS A REASONABLE AND MATERIAL TERM TO THE AGREEMENT AND THAT WHITESKY WOULD NOT ENTER INTO THE AGREEMENT WITHOUT IT.

Exhibit E

Privacy Policy

The collection, use and sharing of information you provide when registering for and using the WhiteSky Life Safety Services and Equipment is subject to the Realpage Privacy Policy at https://www.realpage.com/legal/privacy-policy/.

Exhibit F

WhiteSky Life Safety Services Installation Terms

1. Install Scope. As provided in the Order Form, WhiteSky will install the WhiteSky Life Safety Services and the required cabling between the demarcation point and the network switch in that IDF or MDF sufficient to provide physical layer infrastructure for the routing of Life Safety network traffic between those points in the LAN architecture.

   1. Under this agreement WhiteSky will not provide additional Ethernet LAN architecture beyond or between the MDF or IDF room(s) related to the Equipment, unless WhiteSky is separately the contracted party for the low-voltage wiring scope in either the relevant Order Form or a separate agreement.

   2. WhiteSky will not install Handsets, nor program Handsets, nor install cabling to connect Handsets to the network unless contracted to do so on the Order Form or a separate agreement.

2. Install Requirements. Customer must complete the installation of its facilities and equipment and complete all necessary testing of the system to the extent necessary for WhiteSky to provide the WhiteSky Life Safety Services at the Property, time being of the essence. However, the time for WhiteSky to deliver WhiteSky Life Safety Services will be tolled on a day-to-day basis for i) acts of God, ii) Customer’s failure to provide any necessary permanent power (or a temporary power supply that otherwise complies with the terms of this Agreement), iii) for any time delays incurred if WhiteSky cannot install, secure, or operate the Equipment required to support the WhiteSky Life Safety Services because those parts of the system which Customer is responsible for installation are not sufficiently provided to receive or support the Equipment, or iv) a third-party internet circuit provider's failure to deliver the circuit to activate the WhiteSky Life Safety Services on time, provided that Customer has used its best efforts to secure such circuit in a timely manner.

   WhiteSky will provide notice to Customer of any circumstances which could reasonably be expected to delay WhiteSky's activation of the WhiteSky Life Safety Services by any contracted deadline as soon as WhiteSky is made aware of any such circumstances.

3. Additional Hardware Charges. If multiple site visits are required to complete the installation for reasons beyond WhiteSky’s control, we reserve the right to charge a flat $500 fee per visit in such instances. If there is additional hardware scope beyond the hardware described above, WhiteSky can quote that equipment and install labor at market rates.

4. Property Access.

   1. Customer grants WhiteSky and its representatives, subcontractors, agents, and employees, a non-exclusive license to enter necessary portions of the Property (subject to the terms of applicable leases and other covenants, conditions, restrictions, and existing and future encumbrances of record validly affecting title to the Property) for the purpose of installing, operating, maintaining, repairing, upgrading, and removing its Equipment and circuit, and operating, maintaining, repairing, and upgrading the network as may be required to support the relevant Equipment and Services.

   2. Customer grants WhiteSky a non-exclusive license to connect WhiteSky Life Safety Equipment to the Local Area Network (LAN) of the Property on the Order Form in the MDF and/or IDF closets as necessary to provide the Services at the Property.

5. Non-Life Safety Telephone Handsets. If Handsets or other devices are connected to WhiteSky Life Safety Services, Customer is required to inform WhiteSky within 24 hours in writing. WhiteSky can, at Customer’s request, accommodate the function of Handsets at additional cost.

6. Ownership of Life Safety Telephone Equipment. WhiteSky will own the Equipment during the term of this Agreement.
   

7. Scope. WhiteSky shall complete the install scope as per the Order Form and shall complete all necessary testing of the system to deliver WhiteSky Life Safety Services at the Property.

8. New Equipment. Equipment installed by WhiteSky will be new (not refurbished equipment), of the current generation, and currently in production on the date of installation. The Equipment must be of a type that is fully supportable during the term of this Agreement.

9. Performance. All work will be performed by WhiteSky or its subcontractors with the expectation that WhiteSky will reasonably minimize disruption and inconvenience to Property staff and residents, and minimize interference with the day-to-day operations of the Property.