Master Services Agreement 

Last updated: June 29, 2023

YOU MUST CAREFULLY READ THIS DOCUMENT BEFORE SIGNING, EXECUTING OR OTHERWISE PLACING YOUR ORDER FOR COMPUTER.COM SERVICES. BY ORDERING OUR SERVICES YOU AGREE TO BE BOUND BY THE LATEST AMENDED VERSION OF THIS AGREEMENT.

This Master Services Agreement (“Agreement” or “MSA”) is entered into between Computer.Com Labs S.A., incorporated under laws of Luxembourg, established and having its registered office at 2-4, rue Edmond Reuter, L-5326 Contern, Luxembourg (hereinafter referred to as “Computer.com”), and you, the Customer, who placed the Service Order or executed a similar document with reference to this Agreement (hereinafter referred to as “Customer”). Computer.com and Customer are hereinafter referred to individually as a “Party”, or collectively as the “Parties”.

1. DEFINITIONS

“Acceptable Use Policy” (AUP) means a policy currently available at https://computer.com/legal/, as it may be updated by Gсore from time to time.

“Accepted” or “Acceptance” means a Party’s authorized execution and acceptance of a document.

“Affiliate” means an entity directly or indirectly Controlled by, Controlling or under common Control with a Party, now or in the future.

“Change of Control” means one or more transactions whereby (a) Control of a Party is transferred, directly or indirectly, whether by operation of law or otherwise, (b) all or substantially all of such Party’s assets or equity securities are acquired by a person, firm or entity or (c) such Party is merged or consolidated with or into another entity; provided, that, in any case, such Party’s equity owners of record immediately before such transaction(s) will, immediately after such transaction(s), hold less than 50% of the voting power of the succeeding, acquiring or surviving entity.

“Control”: an entity will “Control” another entity when it owns more than 50% of the equity or other voting interests, or otherwise has management and operational control.

“Copyright Policy” is a policy currently available at https://computer.com/legal/, as it may be updated by Gсore from time to time.

“Customer Content” means content, software, data, video or information of Customer and/or End Users, including third-party content, software, data and equipment, provided or made available to Computer.com for storage, delivery or otherwise in connection with Services.

“Customer Data” includes all data that identifies Customer, or their respective End Users. Customer Data may include Customer name, employee contact information, End User Data, data necessary for account establishment, billing data or content transmission data when such data identifies Customer.

“Days” means calendar days unless otherwise indicated.

“Defects” means material failure or deficiency where Services do not meet the requirements of Service Order or any other documents referenced herein.

“Downtime” means complete unavailability of Services as defined in the applicable SLA.

“Effective Date” means a date when this Agreement enters into legal force.

“End User” means a subscriber, member, end-user, customer or other visitor of an online site or service owned and/or operated by Customer.

“End User Data” includes End User name, address, contact information, usage, billing or any other data that personally identifies End Users of the Services.

“Fees” mean fees and charges associated with Services to be performed.

“Free Service Period” means the period defined in subsection 2.11.

“Initial Subscription Term” means the term defined in subsection 15.1.

“Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks and trade names, goodwill and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, derivative works, know how, all other intellectual property or proprietary rights (registered or not) and equivalents or similar forms of protection existing worldwide, and all applications for and registrations in such rights.

“Master Services Agreement” or “MSA” means this agreement concluded between Computer.com and Customer.

“MRC” means all monthly recurring charges.

“Privacy Policy” is a policy currently available at https://computer.com/legal/, as it may be updated by Gсore from time to time.

“Renewal Term” means the term defined in subsection 15.1.

“Quotation” means a non-binding proposal communicated to Customer, specifying Services to be performed and the associated fees and charges (collectively “Fees”). Upon Customer’s approval of a Quotation, Computer.com will send to Customer a Service Order for Acceptance.

“Scheduled Maintenance” means that Computer.com or any of its subcontractors will from time to time carry out routine maintenance or improvements to the network, software, facilities, servers, network equipment or other technical equipment required for the provision of the Services.

“Service Credit” means a credit for a Downtime.

“Service Order” means a service specification, price, quantity and Customer commitment for Computer.com services.

“Service Start Date” means the Service start date set forth in the applicable Service Order.

“Service Level Agreement” or “SLA” means all service level agreements that we offer with respect to the Services, attached hereto, or agreed otherwise by the Parties.

“Services” means all of the Computer.com services as set forth in any applicable Service Order that Computer.com provides to Customer pursuant to this Agreement.

“Services Specification” means the rights, limitations and restrictions and other service specific details for particular Services, currently available at https://computer.com/legal/, as it may be updated by Gсore from time to time.

“Taxes” means any applicable foreign or domestic taxes, tax-like charges, tax-related charges and other charges or surcharges assessed in connection with Services, including all excise, use, sales, value-added and other fees, surcharges and levies.

“Term” shall have the meaning as given to it in section 15.

2. Services

2.1 Computer.com will provide Services to Customer as specified in a Service Order, subject to the terms and conditions herein. Upon Customer’s approval of a Quotation, Computer.com may accept such offer by sending a Service Order to the Customer. The Service Order is revocable for Computer.com. Computer.com may be free to send an Acceptance or not. Computer.com will not be bound to provide Services until Customer receives the applicable Service Order. However, if Customer begins using Services before the Service Start Date in an applicable Service Order, the provision and use of such Services nonetheless will be governed by the terms of this Agreement.

Customer can also order Services by activating them through the Customer’s account on Computer.com’s website or other system operated by Computer.com. By activating such Services, Customer consents to the prices indicated.

2.2 Customer acknowledges that Computer.com (a) does not own or control all local circuit links, leased co-location spaces, leased space cross-connects, Internet service providers (“ISP”) providing connectivity to Computer.com, other networks outside the connectivity to Computer.com or ISPs, or the Internet and except as set forth in the SLA, Computer.com will not be responsible for performance or non-performance within such networks or within non-Computer.com operated interconnection points between the connectivity and other networks, (b) is a mere intermediary (i.e., mere conduit in accordance with article 12 of Directive 2000/31/EC on E-Commerce and the implementing article 60 of Luxembourg E-Commerce Act of 14 August 2000 or similar provision) for transmission of Customer Content and does not exercise editorial or other control over such materials and (c) will not be responsible for, and expressly disclaims any liability arising from, any such materials or other data accessible on the Internet or for any actions taken on the Internet.

2.3 Computer.com may at any time, and without notice, use the services of one or more Affiliates, suppliers or sub-contractors in connection with the performance of its obligations under this Agreement, and Customer’s obligations to Computer.com extend to those parties when acting on Computer.com’s behalf.

2.4 To be eligible for a Service Credit under the SLA as defined there, Customer must be in good standing with no delinquent invoices, in addition to any other SLA requirements.

2.5 Given the nature of the Services, Customer, and not Computer.com, is solely responsible for (i) all bandwidth abuse, theft or other unauthorized usage or activity occurring on Customer ‘s account (e.g., leeching or hotlinking/direct linking to content), (ii) all resulting Fees and costs, (iii) implementing any monitoring, defensive or protective tools or measures (whether offered by Computer.com or a third party) related to Customer’s account and (iv) regularly monitoring all usage of bandwidth and Services and other activity on Customer’s account. Computer.com makes available to Customer, through the Computer.com reporting tools, data regarding Customer’s billable usage of bandwidth or Services; but Computer.com is not responsible for notifying Customer of usage or activity patterns occurring on Customer’s account.

2.6 Computer.com may modify the configuration of the Services, provided such modifications are necessary due to technical, economic or regulatory developments or to maintain the quality standard of Services and such modification will not affect the essential characteristic features of Services ordered. In such event, Computer.com shall use commercially reasonable efforts to notify Customer prior to any such modification becoming effective. Customer’s continued use of Services following the modification will constitute Customer’s acceptance of the modification.

2.7 Scheduled Maintenance may cause interruptions to the Services in part or as a whole.

2.8 Computer.com may carry out Scheduled Maintenance which is unlikely to affect the Services at its own discretion and without notice. Insofar as Scheduled Maintenance will likely cause interruptions to the Services in part or as a whole or any other problems for the Customer, Computer.com will notify Customer at least seven (7) Days in advance or with as much advance notice as reasonably possible in the event that Computer.com receives a maintenance notification from an underlying provider. The notification will include time and date, duration and description of any such work. Notwithstanding the foregoing, if Computer.com reasonably believes that timely providing such notice would result in an unacceptable risk of a defect, damage or loss of integrity to the Computer.com’s network or equipment, Computer.com may perform such work and may serve notice to Customer of the need to perform emergency maintenance on the network or equipment with a notice period reasonable under the given the circumstances.

2.9 Irrespective of the actual duration of the usage of a Service by Customer, Computer.com charges Customer for the full month of such Service, starting from the calendar month in which such Service was activated.

2.10 For the purposes of this Agreement, one Kbps is equal to 1,000 bits; one Mbps is equal to 1,000 Kbps; one Gbps is equal to 1,000 Mbps etc; one KB is equal to 1,000 bytes; one MB is equal to 1,000 KB; one GB is equal to 1,000 MB; one TB is equal to 1,000 GB; one PB is equal to 1,000 TB etc.

2.11 Computer.com may offer trial versions of the Services free of charge for a specified time period (“Free Service Period”). Please note that the Free Service Period shall be applied independently from any other free trials and/or free tariffs which may be offered by Computer.com. The Free Service Period will expire at the earlier of (a) the end of the Free Service Period; (b) the start date of Initial Subscription; (c) termination of the Agreement and/or suspension of Services; or (d) termination of the Free Service Period by Computer.com in its sole discretion. For the avoidance of doubt, any Free Service Period shall not extend Initial Subscription Term or Renewal Term unless otherwise specified in the Service Order or expressly indicated in writing by Computer.com. Computer.com will have no liability for any harm or damage arising out of or in connection with any use of the Services during the Free Service Period.

2.12 The Free Service Period is intended exclusively for the personal use by private individuals. After the Free Service Period is expired, all data, including Customer Data and/or Customer Content may be permanently erased. Without prejudice to any other provision of this Agreement and/or AUP, during the Free Service Period the Customer is not allowed to:

(a) use any Service for serving video or a disproportionate percentage of pictures, audio files, or other non-HTML content (if applicable);

(b) use any Service for commercial or professional purpose;

(c) resell and/or engage in any sub-contracting of the Services.

2.13 Computer.com may at its own discretion and without notice change the terms and conditions of the Free Service Period and introduce any restrictions and limitations.

3. Acceptable Use

3.1 As between the Parties, Customer is solely responsible for any Customer Content stored, reproduced, displayed or distributed using Services. All use of Services, unless otherwise indicated in a Service Order, is governed by the AUP, which is made a part of this Agreement.

3.2 If Computer.com determines, in its sole reasonable discretion, that Customer Content or Customer’s use of Services violates the AUP or otherwise adversely impacts the Services, Computer.com reserves the right to take remedial measures including blocking or disabling access. Computer.com will use commercially reasonable efforts to limit the measures to the extent necessary to resolve the adverse impact without undue interruption of Services. The Parties will work together in good faith to resolve the problems or issues causing, in whole or part, the adverse impact.

4. Cooperation and Customer Obligations

4.1 For Services to function as intended, Customer must cooperate in good faith with Computer.com to configure and enable Services. When Customer elects to send or receive Customer Content using Services, Customer is solely responsible for modifying its content identifiers, consistent with instructions that Computer.com provides, to enable Computer.com to deliver the selected content. This may include changing the alias information in Customer’s DNS record so that hostname addresses of page objects resolve to Computer.com’s servers.

4.2 Customer acknowledges that the timely and successful performance of Services requires good faith cooperation by the Customer. Therefore, Customer will (a) furnish all information reasonably requested by Computer.com, (b) comply with all laws, regulations, orders and statutes which may be applicable to Customer, and (c) timely perform its obligations as necessary to meet any schedule or deadline in the applicable Service Order. In the event that any failure by the Customer to comply with the provisions of this section 4 results in any delay, deficiency or interruption in the performance of Services, Computer.com shall not be deemed in breach of the applicable Service Order for such delay and Customer shall be responsible for any costs reasonably incurred by Computer.com in addressing and remedying such delay, deficiency or interruption.

4.3 The Services provided by Computer.com pursuant to this Agreement and under any Service Order shall only be used for purposes assumed under this Agreement, and in accordance with applicable local legislation, rules and regulations. Computer.com shall be entitled, at its reasonable option, to immediately suspend Services if in its sole opinion Services are being used in a manner that may result in liability or other damage for Computer.com.

5. Fees and Payment

5.1 Customer will pay to Computer.com all Fees incurred on Customer’s account in full, as set forth in this Agreement and any Service Order, without set-off, withholding or deduction by Customer. Computer.com may increase the Fees, including fees for Services with subscription terms, during annual price indexation. The maximum increase is the higher of (a) 5% or (b) the CPI index in Luxembourg for the previous year. The notification about the indexation will be made either by e-mail or a notice in Computer.com’s systems visible to the Customer. The increase can occur each year on the anniversary of the Service Start Date for a specific Service. For different Services separate Service Start Dates may apply.

5.2 All charges are exclusive of Taxes. Customer is solely responsible for all Taxes payable in connection with Services. If Customer provides Computer.com with a valid, duly executed tax exemption certificate, Computer.com will exempt Customer from Taxes in accordance with the law, effective on the date Computer.com receives the exemption certificate. If Customer is required by law to make any deduction or withholding from any payment due hereunder to Computer.com, then, notwithstanding anything to the contrary contained in this Agreement, the gross amount payable by Customer to Computer.com will be increased so that, after any such deduction or withholding for taxes, the net amount received by Computer.com will not be less than Computer.com would have received had no such deduction or withholding been required.

5.3 Upon mutual Acceptance of a Service Order, Computer.com will begin billing Customer for MRC as of the Service Start Date. Computer.com will bill Customer for MRCs at the beginning of a calendar month for the Services provided in the previous month. Computer.com will invoice Customer for any overage and other usage charges, if applicable, the following month the usage occurred.

5.4 All Fees will be billed and payable in euros, unless otherwise mutually agreed in writing. Customer will pay all MRCs through the Term, regardless of whether or how much Customer uses the committed Services. If Computer.com cannot begin timely delivery of Services for any reason caused by Customer, Computer.com nonetheless may, in its sole discretion, begin billing Customer for MRCs as of the Service Start Date. Any Service Credit granted under the SLA for a Downtime will be applied to the next applicable invoice, against any charges for MRCs and/or overages.

5.5 Unless otherwise agreed to in writing by the Parties, Customer shall pay all invoices within fourteen (14) Days of the invoice date by transferring the invoiced amounts to the bank account designated on the invoice. All invoices may be provided to Customer electronically. In respect of all due and unpaid invoiced amounts, Computer.com reserves the right to charge (i) in addition to the legal interest, an interest of one and three-quarters percent (1.75%) per month of all invoiced amounts from the due date as set out above until full and final payment of such amounts and (ii) reasonable collection costs incurred in respect of such unpaid invoiced amounts, including but not limited to reasonable legal expenses.

5.6 Prices indicated on the website of Computer.com are subject to change. Such changes will not apply retroactively.

6. Defects

6.1 In case of any Defects, the claim of Service Credits, as defined in the SLA, shall be Customer’s sole and exclusive remedy. Customer may contact Computer.com for notification of Defects by email (support@computer.com.lu)

6.2 Customer has to notify Computer.com in writing of any Defects immediately upon Customer’s discovery of the Defects. The notification has to contain a Defect report (“Defect Report”) to Computer.com that includes (a) Customer name and, as applicable, on-site technical contact information (telephone number, email address and hours of operation of the responsible Customer contact); (b) a reasonably detailed description of the Defect, together with any supporting information that Customer’s engineers believe will assist Computer.com in its diagnostic process (including e.g. time of first occurrence of Defect, affected systems, error messages etc.); and (c) the date and time that Customer identified the Defect for the first time. All communication between Customer and Computer.com regarding Defect reports and remedying of Defects shall be in English.

6.3 Computer.com is not obliged to remedy Defects, and will not be held otherwise liable, and Service Credits will not be granted in connection with any failure or deficiency caused by or associated with the following, each an “Excluded Cause”: (a) equipment, software or other technology not provided by Computer.com; (b) Customer’s equipment, software or other technology, including without limitation the Customer’s servers; (c) use of Services other than agreed with Computer.com, in particular any use in violation of the Agreement; (d) actions, omissions or interventions by Customer or its agents, contractors or vendors, including without limitation, any negligence or willful misconduct; (e) any third party’s actions or interventions (excluding actions or interventions by Computer.com’s Affiliates); (f) Scheduled Maintenance, emergency maintenance or Customer-requested service interruptions; (g) failure in local access circuits or cross connects connecting the Customer to Computer.com’s network; (h) conditions at the Customer’s premises such as power supply, climate or housing; (i) false service outages and downtimes reported due to errors of any SLA measurement system; (j) an event of Force Majeure; and/or (k) the suspension, interruption or termination of Services in accordance with the Agreement.

6.4 Customer acknowledges that Customer shall reimburse Computer.com for any Services provided by Computer.com if Computer.com was not obliged to provide this Services due to an Excluded Cause. In particular, Computer.com reserves the right to charge Customer for resources devoted by Computer.com to the receipt, investigation, troubleshooting and/or clearance of Defects reported by Customer that are not attributable to Computer.com (e.g. no Defect is found or the reported Defect is caused by an Excluded Cause). If a Defect reported by Customer is found not to be attributable to Computer.com, then Customer shall compensate Computer.com at Computer.com’s then current hourly rates (depending on the level of technical qualification of Computer.com’s personnel that investigated the alleged Defect) and for any expenses Computer.com may have incurred (e.g. for using Computer.com’s Affiliates and/or Computer.com’s subcontractors) when investigating and/or remedying the alleged Defect. Computer.com will invoice these charges for the Defect support and Customer shall make payment in accordance with the terms of the Agreement.

7. Grant of Rights, Intellectual Property

7.1 Computer.com grants to Customer, as applicable, the non-exclusive right to access and use the Services during the Term solely for the purposes of this Agreement. As between the Parties and subject only to the rights of use expressly granted by Computer.com herein, Computer.com retains all worldwide rights, title and interest in and to the Services, Computer.com equipment, network and methodologies, software or other Intellectual Property Rights embodied therein provided in connection with the Services, Computer.com Confidential Information, all revisions thereto, derivatives thereof and all Intellectual Property Rights therein, whenever developed. Customer will not, except insofar as permitted by applicable law, and will require End Users to not, either directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from Services or Computer.com Confidential Information. Customer will provide reasonable assistance to Computer.com, at Computer.com’s cost, to secure protection of Computer.com’s Intellectual Property Rights, including assistance in preparing and filing applications, registrations, assignments and other instruments to perfect title.

7.2 Customer grants to Computer.com, and its agents, suppliers and subcontractors, the non-exclusive right to access and use, ingest, reproduce, format, store, distribute, display, perform and make modifications to Customer Content, including encoding, decoding, translating, compressing, decompressing, encrypting, decrypting, repackaging, encapsulating, de-encapsulating, chunking, segmenting, storing, transmitting, distributing, making derivative works of and otherwise managing instances of such Customer Content and associated metadata, solely for the purposes of this Agreement. The foregoing license includes the creation, storage, duplication, modification and distribution of packages that include Customer Content in connection with the performance by Computer.com of the Services requested by Customer pursuant to this Agreement. As between the Parties and subject only to the licenses expressly granted by Customer herein, Customer or End Users, as applicable, retain all rights, title and interest in and to Customer Content, Customer Confidential Information and other Customer Intellectual Property Rights. Except insofar as permitted by applicable law, Computer.com will not, either directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from Customer Content or Customer Confidential Information.

8. Customer Data

8.1 In relation to the processing of any personal data under or in relation to this MSA, each Party agrees to comply with its respective obligations under the European Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “General Data Protection Regulation”) and local laws and regulations where applicable (together with the General Data Protection Regulation, the “Data Protection Laws”) and to co-operate with the other Party in putting in place any procedures or documents as may be required in this regard.

8.2 Customer acknowledges that Computer.com, its Affiliates, and their respective agents will, for the purpose of the provision of Services, come into processing of Customer Data. However, Customer shall remain the data controller for the purposes for the applicable data protection laws with Computer.com, its Affiliates and their respective agents having only the functions of data processor acting on behalf of Customer.

8.3 Computer.com will use reasonable technical and organizational measures to protect Customer Content and Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against other unlawful forms of processing. Customer will provide Computer.com with direction as to processing of the Customer Content and Customer Data in accordance with Customer’s then current privacy policy and other privacy laws, rules and regulations applicable to Customer. Without prejudice to subsection 8.4, all use of Customer Data by Computer.com will be at Customer’s direction and solely on behalf of Customer, including as set forth in this Agreement.

8.4 Customer acknowledges and agrees that Computer.com, its Affiliates and their respective agents may use, process and/or transfer Customer Data (including transfers to entities in non-EEA countries that do not offer an adequate level of protection for the processing of personal data as required under the EU Directive 95/46/EC (prior to May 25, 2018) and the General Data Protection Regulation (GDPR) 2016/679 (from May 25, 2018), as may be amended and replaced in the future): (i) in connection with the provision of Services; and (ii) to incorporate Customer Data into databases controlled by Computer.com and its Affiliates for the purpose of administration, provisioning, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Customer analysis and reporting, marketing and Customer use analysis.

8.5 Customer warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of End User Data and other Customer Data as described in this section. Customer shall comply with all applicable data protection laws, specifically execute all respective Model Contracts for the transfer of personal data to third countries and take other actions required. This shall include inter alia making notifications or obtaining authorisation from authorities of the relevant jurisdictions regarding the transfer of End User Data and other Customer Data by Computer.com outside the EU/EEA.

8.6 Customer will not provide to Computer.com any Customer Content: (a) that is inappropriate or unlawful; (b) contains viruses, worms, corrupt files, Trojan horses and other forms of corruptive code or any other content, which may compromise the Services or Computer.com’s network or equipment; (c) that violates the property rights of others, including unauthorized images, programs, trademarks or other Intellectual Property Rights; or (d) that has any links or connections to any of the above.

9. Processing by Computer.com as a Data Controller and Data Processor

9.1 The Parties understand that Computer.com may process Customer Data which qualifies as personal data under Data Protection Laws in order to incorporate such Customer Data into databases controlled by Computer.com and its Affiliates for the purpose of administration, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Customer analysis and reporting, marketing and Customer use analysis. In this regard, Computer.com in principle acts as a data controller and ensures that it will honor its obligations under Data Protection Laws.

9.2 In this context, the Customer is requested to kindly communicate the information below to the natural persons to whom the Customer Data relate (the “Data Subject(s)”) and/or to take note of such information to the extent that he/she is such a Data Subject.

9.3 The personal data collected and processed by Computer.com shall include: name, position, title, contact information (phone, email, physical or postal address etc.), connection data, localization data, IP addresses, browser data, account data, and employer information (the “Personal Data”).

9.4 In addition to transfers to Affiliates, Computer.com will transfer the Personal Data to several service provider(s) acting as data processor(s) (the “Data Processor(s)”) for the purposes of customer relations management (HubSpot Ireland Limited), analytics (Google Ireland Limited, Ireland), storage and transfer of information (Microsoft Ireland Operations Limited, Ireland), enterprise management, financial reporting and accounting (SAP Deutschland SE & Co. KG), internal communications (Slack Technologies Limited, Ireland), support (Intercom R&D Unlimited, Ireland; Zendesk Inc, United States). This list is subject to change, details can be obtained by sending a request to privacy@computer.com.lu The Data Subject acknowledges that the Data Processor(s) act(s) on the instructions of Computer.com and might have access to his/her Personal Data. The Data Subject further understand that his/her Personal Data might be disclosed to administration and public authorities, social security services, insurance, banking institutions, professional advisers and auditors of the Company (the “Recipients”).

9.5 The Data Subjects are hereby informed that the Data Processor(s) and the Recipients might be located inside or outside of the EU/EEA in countries which are not deemed by the European Commission to provide for an adequate level of protection, meaning that is equivalent to the protection afforded under European data protection standards. Computer.com has thus put in place contractual model clauses. The Data Subject may obtain a copy of such safeguard by sending a request to privacy@computer.com.lu

9.6 The Personal Data of the Data Subjects shall be saved for the duration of this MSA and moreover, the business relationship between the Parties, and for a period of ten (10) years following the termination thereof.

9.7 The Data Subject has the right to request access to his/her Personal Data. He/she may require that his/her Personal Data are rectified in case of error.

9.8 The Data Subject may also request that his/her Personal Data are erased or that data processing be restricted if the Personal Data may no longer be legitimately held or processed. The Data Subject further has a right of objection and a right to data portability under the conditions laid down under Data Protection Laws.

9.9 The Data Subject may exercise his/her rights by writing to Computer.com at the address mentioned on the first page of this MSA.

9.10 The Data Subject has the right to lodge a complaint with a supervisory data protection authority (for Luxembourg: Commission Nationale pour la Protection des Données).

9.11 The Parties understand that Computer.com may process Customer Data and End User Data which qualifies as personal data under Data Protection Laws in connection with the provision of the Services to Customer. The Parties agree that in this context, Customer will act as a data controller and Computer.com as a data processor, acting upon instruction and on behalf of the Customer. Provided that the Customer, as a data controller, has a legal obligation to enter into a data processing agreement with its data processors, the Parties have concluded the Data Processing Agreement, which lays down the terms and conditions of the processing of personal data by Computer.com as a data processor.

9.12 For the avoidance of doubt, such Data Processing Agreement forms an integral and essential part of this MSA.

10. Confidentiality

10.1 “Confidential Information” means, with respect to a Party (“Disclosing Party”), all non-public confidential information pertaining to such Party’s business (including such information of a Party’s subcontractor or a Party’s Affiliate), in particular information containing customer lists, customer information, technical information (including technical layouts and designs, configurations of cables, network etc.), pricing information, trade secrets, financial positions, customer communications or proposals, benchmarking information, satisfaction surveys or information relating to business planning or business operations and the terms of this Agreement including any Service Order. Computer.com and Customer will comply with this section 10 when exchanging Confidential Information under this Agreement, including any Service Order. Confidential Information will be designated and/or marked as confidential when disclosed. However, any information that the Party receiving such information (“Receiving Party”) knew or reasonable should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party even if not designated or marked as such.

10.2 The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least the same degree of care that Receiving Party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement. Confidential Information of the Disclosing Party will be disclosed only to those employees of the Receiving Party with a need to know such information. Computer.com may, for the purpose of exercising rights and performing obligations under this Agreement, disclose Confidential Information of Customer also to Computer.com’s Affiliates and Computer.com’s subcontractors.

10.3 The Receiving Party shall not be liable to the Disclosing Party for the release of Confidential Information if such information: (a) was known to the Receiving Party on or before Effective Date without restriction as to use or disclosure; (b) is released into the public domain through no fault of the Receiving Party; (c) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceedings or otherwise required by law.

10.4 The Receiving Party’s obligation under this section 10 shall expire five (5) years after termination of this Agreement.

11. Warranties

11.1 Computer.com warrants that it shall provide Services in compliance with applicable laws and regulations and in a professional and workmanlike manner. Computer.com shall use all commercially reasonable efforts to provide Services without interruptions (including the Service Levels) as set forth in the applicable SLA. The Parties acknowledge, however, that it may be technically impracticable to provide Services free of any defects or interruptions. Therefore, Computer.com cannot and does not guarantee that Services will be uninterrupted or error free.

11.2 In the event of defects or interruptions of Services, Customer shall only be entitled to the remedies, if any, as specified in the relevant Service Order or the SLA.

11.3 Except as otherwise set forth in section 11, Computer.com does not make and disclaims (i) all warranties that the Services will be uninterrupted, defect-free or completely secure, and (ii) the implied warranties of merchantability and fitness for a particular purpose. All Services are provided on an “as is” basis and Customer’s use of the Services is solely at its own risk.

11.4 Customer represents and warrants that it owns, controls or possesses all necessary rights to the Customer Content and any materials it supplies to Computer.com, including the programs and any advertising therein, free and clear of any and all claims, rights and obligations whatsoever and is empowered to grant the rights, licenses and privileges granted in this Agreement.

12. Indemnification

12.1 Customer will, at its cost, defend, indemnify and hold harmless Computer.com and its officers, directors, employees, agents and permitted successors and assigns (each a “Computer.com Indemnitee”) through final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees and expenses) and costs (including allocable costs of in-house counsel) (“Claim”) brought against a Computer.com Indemnitee arising out of or based upon (a) bodily injury, death or loss of or damage to real or tangible personal property to the extent that such Claims were alleged to have been proximately caused by any negligent act, omission or wilful misconduct of Customer or their respective agents or employees; (b) operation or use of Customer’s products, websites or services; (c) Customer Content, including any allegation that Customer Content or any other data or information provided by Customer infringes any third party Intellectual Property Rights or otherwise violates applicable law; (d) Customer’s failure to comply in any material respect with the AUP or applicable law; (e) the unauthorized use of or access to Services by any person using Customer’s systems or network; (f) Computer.com’s compliance with Customer specifications; (g) a combination or modification of the Services by or on behalf of Customer by anyone other than Computer.com or its authorized agents; (h) distribution (including by sale or importation), decoding, decrypting, duplication, storage, display/playback, modification or any other use of Customer information by any entity other than Computer.com; or (i) information, data, or other Customer Content provided by or on behalf of Customer to Computer.com.

12.2 Computer.com will, at its cost, defend, indemnify and hold harmless Customer and its officers, directors, employees, agents and permitted successors and assigns (each a “Customer Indemnitee”) from and against any third-party Claim brought against Customer Indemnitee based upon allegations that Services directly infringe any patent issued as of the Effective Date of this Agreement under the laws of the country in which the Services are being provided to Customer or any third party copyright. Notwithstanding the foregoing, Computer.com will have no liability for any infringement of patents, copyrights or other Intellectual Property Rights based upon or resulting from Customer Content, use of Services in a manner not specified in applicable Computer.com documentation, or services or products not supplied by Computer.com. If Services, or any material portion thereof are determined to infringe and the use enjoined, Computer.com will have the option, at its sole cost, to (i) obtain the right for Customer to continue using Services, (ii) modify Services so that they are non-infringing, (iii) substitute functionally similar, non-infringing services or (iv) if none of the foregoing is available to Computer.com on commercially reasonable terms, terminate the Agreement and return to Customer any unused Customer prepaid Fees for which Services have not been provided as of the date of termination.

12.3 The Computer.com Indemnitee or Customer Indemnitee as applicable (each an “Indemnified Party”) will (a) promptly provide notice to the indemnifying Party (“Indemnifying Party”) of any Claim for which indemnity is claimed (provided, that, any delay in providing notice will not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such delay); (b) permit Indemnifying Party to control the defense of any such Claim; and (c) provide reasonable assistance at Indemnifying Party’s reasonable cost. Subject to the foregoing, in any Claim for which indemnification is sought, Indemnifying Party may select legal counsel to represent Indemnified Party (such counsel to be reasonably satisfactory to Indemnified Party) and to otherwise control the defense. If Indemnifying Party elects to control the defense, Indemnified Party may fully participate in the defense at its own cost. If Indemnifying Party, within a reasonable time after receipt of notice of Claim, fails to defend Indemnified Party, Indemnified Party may defend and compromise or settle the Claim at Indemnifying Party’s cost. Notwithstanding the foregoing, Indemnifying Party may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on Indemnified Party or diminishes Indemnified Party’s rights, without obtaining Indemnified Party’s express prior consent, such consent not to be unreasonably withheld or delayed, other than cessation of infringing activity, confidential treatment of the settlement, and/or payment of money that is fully indemnified by the Indemnifying Party under this Agreement.

12.4 This section 12 provides the sole and exclusive remedy of Customer and the exclusive obligations of Computer.com in connection with any third party claim, action, suit or other demand asserted against Customer as described in subsection 12.2 above (in respect of Computer.com’s obligations to indemnify Customer only) and Computer.com disclaims all other warranties and obligations with respect thereto. Computer.com’s obligations under this section 12 are subject to the limitations in section 13 below.

13. Liability

13.1 With the sole exception of wilful misconduct or fraud and without prejudice to any limitation of liability contained elsewhere in this Agreement or in any other contractual documents being part of this Agreement, especially in any relevant Service Order concluded hereunder, Computer.com’s total liability to Customer in the aggregate for the entire Term (regardless of whether the claims are brought during or after the term) with respect to all claims arising from or relating to the subject matter of this Agreement (including any relevant Service Order hereunder) will at no time exceed fifty percent (50%) of the amount of Fees actually paid by Customer to Computer.com under this Agreement and any Service Orders concluded hereunder. As a further limitation, Computer.com’s maximum liability for any claims relating to Services offered or provided by Computer.com (i) for non-recurring Fees shall not exceed the amount of the Fees for the Services provided on the occasion giving rise to the claim; (ii) for recurring Fees shall not exceed the amount of Fees due for one (1) month for the Services provided on the occasion giving rise to the claim.

13.2 Subject only to the exception of wilful misconduct or fraud, Computer.com shall under no circumstances be held liable for any (a) economic loss, loss arising from or in connection with loss of revenues, profits, contracts, goodwill, customers or business or from failure to realize anticipated savings; (b) loss or corruption of any software; (c) loss or corruption of any data; (d) loss of use of hardware or other equipment, of software or data; (e) wasted administrative time or management time; (f) cost of procuring or migrating to substitute services; and (g) any indirect, consequential or special loss.

13.3 Customer’s liability claims shall expire after one (1) year following the damaging incident.

13.4. The limitations of liability set forth in this section 13 apply to all claims and causes of action by Customer with respect to all claims arising from or relating to the subject matter of this Agreement (including any relevant Service Orders thereunder), regardless of whether for breach of contract, tort (including negligence) or for any other reason.

14. Force Majeure

14.1 Force Majeure means any circumstance not within a party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; and (h) non-performance by suppliers or subcontractors (other than by Affiliate of Party seeking to rely on this section).

14.2 Provided it has complied with subsection 14.3, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by an event of Force Majeure (“Affected Party”), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.3 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the event of Force Majeure but no later than ten (10) Days from its start, notify the other Party in writing of the Force Majeure, the date on which it started, its likely or potential duration, and the effect of the Force Majeure on its ability to perform any of its obligations under the Agreement; and

(b) use all reasonable efforts to mitigate the effect of the Force Majeure event on the performance of its obligations.

If the Force Majeure prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than six (6) weeks, the Party not affected by the Force Majeure may terminate this Agreement by giving one (1) weeks’ written notice to the Affected Party.

15. Term and Termination

15.1 This Agreement will commence on the Effective Date and will remain in effect for the initial period of twelve (12) months, unless another initial subscription period is agreed in the Service Order (“Initial Subscription Term”). The Services will renew automatically for periods equal to the Initial Subscription Period (each, a “Renewal Term”) unless, at least thirty (30) Days before expiration of the Initial Subscription Term or, subsequently, the Renewal Term, either Party provides notice of non-renewal. The Initial Subscription Term and all Renewal Terms are collectively, the “Term”. If the Parties enter into a Service Order that expires after the Term, the Term will be deemed to expire on the same date as such Service Order.

15.2 Customer may terminate this Agreement for cause, upon notice to Computer.com, if (i) a receiver or administrator is appointed for Computer.com or its property; (ii) Computer.com makes a general assignment for the benefit of its creditors; (iii) Computer.com commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which are not dismissed within sixty (60) Days; (iv) Computer.com is liquidated or dissolved; (v) Computer.com ceases to do business or otherwise terminates its business operations; or (vi) Computer.com materially breaches this Agreement and such breach continues unremedied for twenty (20) Days after receipt of notice from Customer. For clarity, a Downtime is not grounds to terminate this Agreement for cause; Customer’s sole remedy for a Downtime is set forth in the SLA.

15.3 Computer.com may terminate this Agreement for cause and/or suspend Services upon notice to Customer if (i) a receiver or administrator is appointed for Customer or its property; (ii) Customer makes a general assignment for the benefit of its creditors; (iii) Customer commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which are not dismissed within sixty (60) Days; (iv) Customer is liquidated or dissolved; (v) Customer ceases to do business or otherwise terminates its business operations; (vi) Customer fails to pay invoiced Fees within thirty (30) Days from the invoice date; (vii) any use of Services, including Customer Content, actually or allegedly infringes or misappropriates any Intellectual Property Rights or otherwise violates the AUP or any applicable law, regulation or order; or (viii) Customer otherwise materially breaches this Agreement and such breach continues unremedied for twenty (20) Days after receipt of notice from Computer.com. Computer.com may terminate, interrupt or suspend Service without prior notice if necessary to (1) prevent or protect against fraud, (2) protect Computer.com’s personnel, facilities, equipment, network or services, (3) prevent violation of section 10 or infringement upon the rights of others or (4) prevent potential material liability.

15.4 Upon expiration or termination of the Agreement for any reason, (i) all rights to access or use Services and any other Computer.com Intellectual Property Rights will terminate and Computer.com will cease providing same, (ii) Customer will pay to Computer.com all Fees accrued but unpaid as of the date of expiration or termination, (iii) all liabilities accrued before the date of expiration or termination will survive and (iv) Customer will return or destroy, and certify in writing to Computer.com such destruction of, all copies of Computer.com Confidential Information.

15.5 If Customer terminates the Agreement or a Service Order, without cause, or if Computer.com terminates the Agreement for cause pursuant to section 15.3, Customer will be billed and pay to Computer.com an amount equal to Customer’s MRCs multiplied by the number of months remaining in the Term (“Early Termination Fee”). If Customer terminates the Agreement for cause pursuant to subsection 15.2, Customer will not be obligated to pay Early Termination Fee.

15.6 In preparing a final invoice to Customer, which Customer will pay pursuant to the terms of this Agreement, Computer.com will (i) calculate the balance due, (ii) deduct from such balance the unused portion, if any, of any prepaid Fees or Customer deposit and (c) bill Customer for the remaining balance due. If there remains an unused portion of any prepaid Fees or Customer deposit after satisfaction of the balance due, Computer.com will refund to Customer such unused portion.

16. Suspension of Services

16.1 Computer.com may, upon giving notice to Customer, without prejudice to any of Computer.com’s rights to terminate this Agreement or any Service Order hereunder, suspend provision of all or any of Services in the event that

(a) suspension of Services is required in order to comply with the directive of an authority and/or court;

(b) Computer.com has grounds for suspecting that Customer is committing any illegal or unlawful act in connection with the use of Services;

(c) if Customer is in default with its payment obligations under any Service Order for more than thirty (30) Days, and/or

(d) any other provision within this Agreement or Service Order allows Computer.com to suspend provision of all or any of Services.

16.2 If any Services are suspended as a consequence of Customer’s act or omission, (i) Customer shall remain liable to pay the respective Fees as if Services had been properly provided by Computer.com, and (ii) Customer shall reimburse Computer.com for any additional charges and expenses incurred due to the suspension and/or recommencement of Services.

17. Miscellaneous

17.1 During the Term, Computer.com may publicize the existence of the relationship between the Parties for the purpose of its marketing activities. Subject to the foregoing, neither Party shall make any press announcements concerning the Agreement or publicize the Agreement in any way without the prior written consent of the other Party.

17.2 All notices, requests, approvals, consents and other communications required or permitted herein will be in writing and in English. Either Party may change its contact information upon notice to the other Party. For clarity, if a notice is not received because the receiving Party has failed to notify the other Party per the preceding sentence or because receipt is refused, such notice nonetheless will be deemed to have been conclusively made seven (7) Days after delivery was reasonably initiated.

17.3 If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or contrary to law, such holding will not render the Agreement unenforceable or contrary to law as a whole, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law.

17.4 Neither Party may assign this Agreement, in whole or in part, without the other Party’s express prior consent except that Computer.com may freely assign any and all of its rights and obligations under this Agreement (a) to a parent or Affiliate or (b) in connection with a Change of Control. This Agreement will be binding upon and inure to the benefit of all permitted successors and assigns. Unless expressly permitted in writing by Computer.com, Customer may not assign, transfer, distribute, resell, lease or otherwise provide access to the Computer.com Services to any third party.

17.5 Each Party acknowledges that the Services, Confidential Information, hardware, software, technology, devices or other materials or information obtained from or provided to the other Party under this Agreement may be protected under, and subject to, import and export control laws of the European Union, its member states, or the United States, as well as those of equivalent in other jurisdictions; accordingly, their use, import, export and reexport, may be restricted, prohibited or necessitate securing licenses. Each Party agrees not to directly or indirectly export, re-export or cause to be exported or re-exported, any such Services, Confidential Information, hardware, software, technology, device or other such materials or information to any destination or entity prohibited or restricted under the laws of the European Union, its member states, or of the United States, or other respective jurisdictions, unless it will have first obtained express prior consent of the applicable agency or governmental body. Should Computer.com reasonably determine that it cannot perform its obligations under this Agreement due to sanctions-related prohibitions, Computer.com may terminate this Agreement effective immediately. Customer agrees to permit Computer.com to use information including, but not limited to, business name, place of incorporation, beneficial owners, and/or directors for the purposes of sanctions screening. For avoidance of doubt, ability or act to screen does not remove any obligation and/or liability within this Agreement. Computer.com may terminate this Agreement with immediate effect, if Customer breaches subsection 17.5 or, if continued performance by Computer.com of its obligations pursuant to this Agreement would breach or risk exposure to adverse consequences under sanctions or export controls. If Computer.com terminates this Agreement pursuant to this clause, it shall not be obliged to make any payments, indemnify, or otherwise have any obligations or liabilities to Customer subsequent to the termination of this Agreement.

17.6 This Agreement, the Services Specifications, the SLA, the AUP, other policies viewable at https://computer.com/legal and all Service Orders as well as other documents between the Parties are incorporated herein by reference, constitute the entire agreement between the Parties with respect to its subject matter and supersede all other prior or contemporaneous representations, understandings or agreements; and there are no other representations, understandings or agreements between the Parties relative to such subject matter.

17.7 From time to time this Agreement, including all Services Specifications, the SLA and the AUP can be modified by Gсore. Such modifications will not apply retroactively. The Customer will receive notification of any changes via email or a notice within their Gсore account.

17.8 If there is an irreconcilable conflict between the terms and conditions of the Agreement and any other documents referenced herein, the conflict will be resolved in the following order of precedence: (a) this Agreement; (b) Services Specification; (c) SLA; (d) AUP; and (e) other documents. If a provision of this Service Order conflicts with the aforementioned documents, those documents will take precedence, unless the conflicting provision in the Service Order explicitly amends Agreement, the Services Specification, the SLA or the AUP respectively.

17.9 This Agreement and any Service Order hereunder shall be governed by the laws of the Grand Duchy of Luxembourg, without regard to International Private Law. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of arbitration of the Arbitration Center of the Luxembourg Chamber of Commerce by three (3) arbitrators appointed in accordance with said rules. Each Party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts.

Data Processing Agreement

Last updated: June 29, 2023 

Between: Customer who placed the Service Order or executed a similar document with reference to the MSA (hereinafter referred to as “Customer“ or “Controller”)

And: G-Core Labs S.A., a company organised under the laws of Luxembourg, whose corporate seat is at 2-4, rue Edmond Reuter, L-5326 Contern, Luxembourg (hereinafter referred to as “Computer.com” or “Processor”)

Controller and Processor are jointly referred to as “Parties” and singly as a “Party”.

WHEREAS

Processor will Process (as defined hereafter) Customer Data and End User Data which will mostly qualify as Personal Data (as defined hereafter) on behalf of Controller in the provision of the Services.

Controller has the legal obligation to enter into a data processing agreement with its processors.

Therefore, Parties wish to enter into the Data Processing Agreement (as defined hereafter) and lay down the terms and conditions of the Processing of Personal Data by Processor.

NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

1. Definitions

1.1 Confidential Information as defined in the main body of the MSA includes, for the avoidance of doubt all documents, information or data exchanged under this Data Processing Agreement as well as the existence and content thereof.

1.2 Data Processing Agreement or DPA means this data processing agreement and its schedules.

1.3 Data Subject shall have the meaning given to it in the General Data Protection Regulation (EU) 2016/679.

1.4 Process/Processing shall have the meaning given to it in the General Data Protection Regulation (EU) 2016/679.

1.5 Personal Data shall have the meaning given to it in the General Data Protection Regulation (EU) 2016/679. A list of the Personal Data Processed by Processor and the Data Subjects concerned is set out in Schedule A.

1.6 Security Incident shall have the meaning as given to it in Article 5.

1.7 Any other capitalized notions that are not defined in this Data Processing Agreement shall have the meaning given to them in the main body of the MSA and/or the General Data Protection Regulation (EU) 2016/679.

2. Subject Matter

2.1 The Data Processing Agreement determines the rights and obligations of the Parties with regard to the Processing of Personal Data in the provision of the Services. The details of the Processing are set out in Schedule A.

2.2 Nothing in the Data Processing Agreement relieves a Party of its own direct responsibilities and liabilities under the General Data Protection Regulation (EU) 2016/679.

2.3 This Data Processing Agreement forms an integral part of the MSA and complements the main body of the MSA in relation to data protection. In case of discrepancy or conflict between the provisions of the main body of the MSA and/or any other contractual documentation entered into between the Parties and the provisions of the Data Processing Agreement, the latter will prevail. Any general matters, meaning non-specific to data protection, that are not specifically dealt with in this Data Processing Agreement (e.g. confidential information, intellectual property, liability, boiler plate clauses, etc.) are dealt with in and in accordance with the main body of the MSA.

3. Term of the Data Processing Agreement

3.1 The Data Processing Agreement is entered into for the duration of the Services.

3.2 Articles 3.2, 12.2, 13, 14 shall survive termination of this Data Processing Agreement.

4. General Obligations of Processor

4.1 Processor and the persons acting under its authority (as specified in Schedule A) shall only Process Personal Data insofar as strictly necessary for the performance of the Services and only upon written instructions of Controller, subject to EU or EU member state statutory provisions to the contrary in which case Processor shall inform Controller of such legal requirement before Processing the Personal Data unless such law prohibits such information on important grounds of public interest.

4.2 Processor is not allowed to Process the Personal Data for any other purpose and acts as a processor as defined in the General Data Protection Regulation (EU) 2016/679. Processor shall immediately inform Controller if, in Processor’s opinion, an instruction breaches EU or EU member state data protection provisions.

4.3 Processor shall implement appropriate procedures and any associated measures that will ensure that Controller’s instructions can be complied with, including but not limited to measures enabling compliance with any request of a Data Subject.

4.4 Processor shall assist Controller, where necessary and upon Controller’s first request, in ensuring compliance with any data protection obligations including but not limited to the performance of a data protection impact assessment or the prior consultation of a supervisory or other competent authority.

4.5 Processor shall notify Controller immediately of, and provide details of, any investigation of any supervisory authority or other competent authority insofar as this is allowed pursuant to applicable laws, rules and regulations.

5. Security Measures

5.1 Processor shall ensure that all necessary technical and organisational measures are in place, as described in Schedule B, to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and all other unlawful forms of processing, each incident in relation to the aforementioned being referred to hereafter as a “Security Incident”.

6. Notification and Handling of Security Incidents

6.1 Processor shall promptly notify Controller in writing of any Security Incident affecting Personal Data Processed by Processor pursuant to the Data Processing Agreement within 48 hours following the occurrence of the Security Incident. The notice shall summarise in reasonable details the impact of the Security Incident on Controller and any Data Subjects who may be affected by it.

6.2 Processor shall reasonably cooperate with Controller in the latter’s investigation of the Security Incident.

7. Audit

7.1 Controller is entitled to periodically inspect compliance with the Data Processing Agreement (including the security measures taken), upon giving a 15 days prior written notice. Controller may contract out this inspection to an external independent auditor. The conditions of the audit will be agreed between the Parties on a case by case basis. Processor shall at all times make available all information necessary to demonstrate compliance with its obligations and shall provide all reasonable assistance.

7.2 Processor shall grant competent supervisory and other authorities who have the legal right to carry out an investigation of Controller’s or Processor’s processing activities, such access to its premises, computer and other information systems and records as may be reasonably required.

8. Requests and Complaints by Data Subjects

8.1 Processor shall notify Controller immediately in writing upon receipt of a request to access or correct Personal Data or an objection from a Data Subject. Processor shall assist Controller in taking any reasonable action the latter deems appropriate in dealing with such a request or objection, including immediately providing Controller, upon request, with a copy of any Personal Data it holds in relation to the relevant Data Subjects and a written description of the processing activities involving such Personal Data since the collection thereof.

8.2 Processor shall:

a. immediately notify Controller, in writing, of any complaint received from a Data Subject relating to the Processing of Personal Data or any allegation by a Data Subject that Controller or Processor do not comply with any applicable law relating to the protection of Personal Data;

b. assist Controller in taking any reasonable action it deems appropriate to deal with such a complaint or allegation, including immediately providing Controller with a description of any Personal Data it holds in relation to the relevant Data Subjects and processing activities involving such Personal Data since the collection thereof.

9. Transfer/Access Outside the European Union

9.1 Controller understands and agrees that Processor, its Affiliates and their respective agents may Process Personal Data in countries outside the European Union/EEA that are not deemed by the European Commission to provide for an adequate level of protection. Controller understands and agrees that it will need to take any measures required to legitimize such transfer of Personal Data outside the European Union/EEA under the General Data Protection Regulation (EU) 2016/679 and any other applicable data protection regulations (e.g. via the conclusion of an agreement based on EU Standard Contractual Clauses).

9.2 This obligation is subject to EU or EU member state contrary statutory provisions in which case Processor shall inform Controller of such legal requirement before granting access to or transferring Personal Data, unless such law prohibits such information on important grounds of public interest.

10. Subcontracting

10.1 Controller grants Processor general authorization to use subprocessors for processing activities on Personal Data on its behalf in accordance with this section. The current list of subprocessors is available at link. Computer.com will update the applicable webpage and provide notice of substantial updates to the list. Computer.com will limit the subprocessor’s access to Personal Data to only what is necessary for providing or maintaining the Services, and Computer.com will prohibit the subprocessor from using Personal Data for other purposes. We will impose the same contractual obligations on the subprocessor as Computer.com has under this DPA. Computer.com will remain accountable for any actions or omissions by the Sub-processor that result in Computer.com breaching any of its obligations under this DPA.

11. Confidentiality

11.1 Anyone acting under the authority of the Processor, as well as the Processor itself, where they have access to Personal Data, may only Process such Personal Data if they are required to treat as confidential the Personal Data which comes to their knowledge, except where the communication of such Personal Data is required by the proper performance of their duties under EU or EU member state law to which Processor is subject, in which case Processor shall inform Controller of such legal requirement before communicating the Personal Data unless such law prohibits such information on important grounds of public interest.

12. Retention of Personal Data

12.1 Processor shall retain the Personal Data provided by Controller or collected for or on behalf of Controller only for as long as necessary in order to provide the Services, unless there is a duty or legitimate reason for retention.

12.2 Upon termination of the Services, all Personal Data and all other information provided by Controller including all copies in whatever form in the Processor’s possession or control shall further and according to the instructions of Controller at Controller’s choice either be i) destroyed, ii) returned to Controller, or iii) returned to a processor designated by Controller, upon Controller’s first request, unless EU or EU member state law requires Processor to keep the data. In the latter case, Processor shall inform Controller of such legal requirement unless such law prohibits such information on important grounds of public interest.

12.3 When the Personal Data is returned, all existing copies in the Processor’s information systems must be destroyed. Once destroyed, the Processor must demonstrate, in writing, that this destruction has taken place.

13. Liability and Indemnification

13.1 The provisions of the main body of the MSA regarding liability and indemnification apply to this Data Processing Agreement.

14 Governing Law

14.1 The provisions of the main body of the MSA regarding governing law apply to this Data Processing Agreement.

This Data Processing Agreement may be executed in any number of counterparts, including scanned PDF documents. Each such counterpart shall be deemed an original instrument, and all of such counterparts, together, shall constitute one and the same executed Data Processing Agreement.

SCHEDULE A. – OVERVIEW OF PERSONAL DATA AND DATA SUBJECTS

1. The Nature And The Purpose Of The Processing

Processor is a provider of content delivery network (CDN), hosting, IT security and similar services. Processor may process Personal Data in accordance with the terms of the main body of the Master Services Agreement and other contractual documents in place between the Parties. Computer.com is granted authorization as a Processor, operating under the instructions of the Controller, to process the Personal Data of the Controller to the extent required for the provision of the Services.

2. Duration Of The Processing

The duration of the processing shall be in accordance with Contoller’s instructions and the terms of the DPA.

3. Personal Data Processed By Processor

The Personal Data may include name, position, title, contact information (phone, email, physical or postal address etc.), connection data, localization data, IP addresses, browser data, account data, and employer information, and other information which is elected by the Controller and for which it is responsible.

4. Data Subjects Concerned

The Data Subjects concerned may include: End Users, the Customer (natural persons), employees of the Customer (legal person); contractors, consultants and agents who are natural persons of the Customer and their employees; third parties who are natural persons with which Customer conducts business and their employees; any other natural person who receives access to Computer.com’s Services or software upon authorization by the Customer.

SCHEDULE B. – TECHNICAL AND ORGANIZATIONAL MEASURES

1. Physical Access Control

Measures to prevent unauthorized persons from gaining access to data processing systems for processing or using Personal Data:

a) Definition of persons who are granted physical access;

b) Electronic access control;

c) Issuance of access IDs;

d) Alarm device or security service outside service times in the headquarters in Luxembourg;

e) Security doors (electronic door opener, ID reader);

f) Implementation of measures for on-premise security (e.g. intruder alert/notification).

2. Logical access control

Measures to prevent that unauthorized persons use data processing equipment and –procedures:

a) Definition of persons who may access data processing equipment;

b) Implementation of policy for external individuals;

c) Password protection of personal computers.

3. Data Access Control

Measures to ensure that persons entitled to use a data processing system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights:

a) Allocation of separate terminals/work stations and of ID-parameters exclusively to specific functions;

b) Implementation of partial access rights for respective Personal Data and functions;

c) Requirement of identification vis-à-vis the data processing system (e.g. via ID and authentication;

d) Implementation of policy on access- and user-roles;

e) Evaluation of protocols in case of damaging incidents.

4. Data Transfer Control

Measures to ensure that data (including Personal Data) cannot be read, copied, modified or deleted without authorisation during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of personal data by means of data transmission facilities can be established and verified. Encryption is enabled in certain instances.

Transport, transfer and transmission of Personal Data is further described in the Privacy Policy and the applicable provisions of the Master Services Agreement. For the purpose of security, remote access to the network and resources is provided through VPN.

5. Entry Control

Measures to ensure that it is possible to check and ascertain whether data (including Personal Data) have been entered into, altered or removed from data processing systems and if so, by whom:

a) Logging of data entry.

6. Control of Instructions

Measures to ensure that Personal Data processed on behalf of others are processed strictly in compliance with Controller’s instructions:

a) Documentation of distinction of competences and obligations between Controller and Processor;

b) Formal assignment process;

c) Control of work results.

7. Availability Control

Measures to ensure that data (including Personal Data) is protected against accidental destruction or loss:

a) Realization of a regular backup schedule;

b) Implementation and regular control of emergency power systems and overvoltage protection systems;

c) Implementation of an emergency plan;

d) Protocol on the initiation of crisis- and/or emergency management.

8. Control of Data Separation

Measures to ensure that data (including Personal Data) collected for different purposes can be processed separately.

a) Logical separation of data of each of Processor’s clients.

Services Specifications

Last updated: June 29, 2023

This Specifications schedule sets out the specifications, scope and the respective parties’ obligations in regard to:

A. Colocation Services

B. Hardware Rental Services

C. Hosting Services

D. Cloud Services

E. CDN Services

Each Specification forms an integral part of the Computer.com Master Services Agreement.

(A) COLOCATION SERVICES SPECIFICATION

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following
Colocation Services Specification (“Specification”) with respect to Customer’s use of the Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The Colocation Services Specification is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Definitions

Accompanying Person(s) means any person(s) other than Authorized Personnel accompanying Customer while at a Computer.com Data Center.

Authorized Personnel means any member of staff of Computer.com, Computer.com’s affiliates or subcontractors that is providing Escorted Access to Customer and/or who is otherwise in charge or entitled to give instructions to customers at the respective Computer.com Data Center.

Cross Connect means a physical or wireless interconnection within a Computer.com Data Center that (i) exits Customer’s cage or (ii) connects Customer to another Computer.com customer.

Customer Cross Connect means a physical interconnection, including cables, connections, and other wiring, that (i) does not exit Customer’s cage; (ii) does not connect Customer to another Computer.com customer; and (iii) interconnects (a) Customer’s Equipment or (b) Computer.com-provided SDP Equipment in Customer’s cage with Customer’s Equipment.

Customer’s Equipment means all network, computer and other equipment provided, leased, owned or otherwise directly or indirectly controlled by Customer, Customer’s affiliates or subcontractors or Accompanying Persons (including wiring and connections between such equipment and Customer’s demarcation equipment) located at a Computer.com Data Center, excluding cross connects and Computer.com’s SDP Equipment.

Limit means for any power circuit, the lesser of (i) the power rating for such power circuit stated in the respective Service Order (80% of the rated capacity for power circuits in Computer.com Data Centers in the Asia Pacific region) or (ii) the rated capacity pursuant to the applicable local codes.

Service Delivery Point Equipment or SDP Equipment means (1) patch panels, DSX panels for category 5 twisted pair, co-axial, single and multi-mode fiber, or (2) other appropriate (as reasonably determined by Computer.com) point of demarcation for interconnection or power distribution equipment.

Ports mean all wiring, connections, circuitry and utility ports at the SDP Equipment.

Redundant Power Circuit Pair means two identical power circuits installed in the same cabinet or rack (neither of which are part of another pair of circuits in the same cabinet or rack) that are fed from diverse power busses and are powering only equipment with redundant power supplies capable of auto-failover.

Unordered Service means a Computer.com service used by Customer without coverage by a Service Order for such service.

Computer.com Data Center means the data centers of Computer.com, Computer.com’s Affiliates or subcontractors in which Customer receives Services from Computer.com pursuant to a Service Order.

Computer.com Data Center Property means the real property on which, and the building in which, a Computer.com Data Center is located.

Computer.com Power Distribution System means any and all Hendry panels (or other data center distribution panels that are compliant with Computer.com specifications), locks, and power strips and electrical, utility, or power distribution systems and items that are installed by Computer.com.

2. Scope of Colocation Services

2.1. Computer.com provides Customer with space, facilities and services necessary to install and operate Customer’s equipment and/or equipment of Computer.com rented by Customer at the data center(s) of Computer.com, Computer.com’s Affiliates or Computer.com’s subcontractors, including security control, environmental control, connectivity and power supply (including back-up power) (“Colocation Services”).

2.2 A Service Order will usually set forth the following: (a) the Colocation Services to be provided, (b) any Specifications pertaining to such Colocation Services, including the location where the Colocation Services will be provided at and the areas within that location (together the “Licensed Space”), (c) the term for the Colocation Services, (d) the Fees for the Colocation Services and (e) any other terms mutually agreed upon by the Parties.

2.3 Computer.com shall provide the Colocation Services in accordance with the Service Levels set out in the SLA, provided by Computer.com to Customer.

2.4 Physical access to the Licensed Space is restricted to Computer.com personnel and designated personnel of Customer. Computer.com personnel will accompany and supervise the designated personnel of Customer at all times during access to the Licensed Space (“Escorted Access”). Computer.com will provide Escorted Access to Customer only for the purpose of removing Customer’s equipment from the Licensed Space and/or for testing, resetting, modifying and/or configuring the Customer’s equipment and/or equipment of Computer.com rented by Customer located within the Licensed Space. During Escorted Access, Customer must comply (i) with all rules and procedures applicable to the Licensed Space, in particular any applicable acceptable use policy, and (ii) with all related orders and directions of Computer.com’s personnel. Escorted Access will be charged with Computer.com’s hourly rates (depending on the level of technical qualification of Computer.com’s personnel to accompany and supervise Customer) and has to be requested by Customer at least five (5) Days in advance. Instead of Computer.com personnel, Computer.com may also use personnel of Computer.com’s subcontractors to provide Escorted Access to Customer and may charge Computer.com’s respective expenses to Customer.

2.5 Computer.com will provide Colocation Services only up to the relevant location at which Computer.com’s responsibility to provide equipment and Services ends and where Customer’s responsibilities begin (“Service Delivery Point”), as identified within the Specifications, and shall not be responsible for providing any Colocation Services on Customer’s side of the Service Delivery Point or for providing in-house cabling or conduits unless agreed otherwise in the Service Order.

2.6 Unless agreed otherwise in the Service Order, Customer is solely responsible for providing and maintaining all necessary electronic communications required to linking the Colocation Services, including wiring, communication line access and networking devices.

2.7 The Colocation Service shall be provided subject to Computer.com’s Acceptable Use Policy. Customer agrees to use the Colocation Services only in compliance with Acceptable Use Policy.

2.8 The Parties agree that if Computer.com, in its sole discretion, determines that an emergency action is necessary to protect Computer.com’s network, Computer.com may block any path over Computer.com’s network used by Customer.

2.9 While Customer has no right to use the Colocation Services after the Service Order expires or terminates, if Computer.com permits Customer to do so in its sole discretion, Customer will remain bound by the terms of the MSA, including, without limitation, all payment obligations and such continued use may be terminated by Computer.com immediately upon notice.

3. Delay of Colocation Services

Any tentative commencement date for provision of the Colocation Services (e.g. the estimated delivery date) or lead-time provided by Computer.com to Customer which is not specified as “Committed Commencement Date” by Computer.com shall be deemed a target date for commencement of the Colocation Service and shall not be binding on or create any liability for Computer.com.

4. Service Delivery

The ready for service date (“RFS Date”) for a Colocation Service shall be the date (a) on which
Computer.com sends a notification via email to Customer, confirming that the respective Licensed Space is ready for Customer’s use as agreed in the applicable Service Order, or (b) on which Customer starts using the Colocation Service without such notification by Computer.com, whichever (a) or (b) is earlier.

5. Removal of Customer’s Property

Customer will remove all of Customer’s property, in particular any of Customer’s equipment, from the Licensed Space on or before the expiry or termination of the Service Order. Unless Computer.com otherwise agrees in writing, failure to remove Customer’s property within seven (7) Days from the expiry or termination of the Service Order or within twenty (20) Days if the Service Order is terminated due to Computer.com’s material breach, will be deemed an abandonment of Customer’s property and Computer.com will be entitled to pursue all available legal remedies, including, without limitation and at Customer’s risk and costs, (i) immediately removing Customer’s property and storing it at Customer’s costs at another location of Computer.com’s reasonable choice, (ii) shipping Customer’s property to Customer, or (iii) upon thirty (30) calendar days prior written notice to Customer liquidating Customer’s property and retaining the proceeds.

6. Remote Hands Services

6.1 With respect to any hardware and/or hardware components and/or any other integral or ancillary technical equipment (including any storage media) and/or Colocation Services and/or Connectivity Services which are located at and/or provided at the Licensed Space of Customer, Computer.com will provide upon request by Customer the following Services (together “Remote Hands Services”): (a) the installation and setup of new equipment for operational use by Customer, including the installation of software, drivers or firmware necessary for operational use of such new equipment, (b) the modification, (re-)configuration, resetting and/or power cycling of equipment, Colocation Services and/or Connectivity Services, including respective cabling and/or connections, and (c) exchanging removable storage media (e.g. hard drives etc.).

6.2 During the Service Times and via the means of communications as set forth in the Service Order, Customer may contact Computer.com to issue a request for particular Remote Hands Services (each a “Service Request”). A Service Request shall include (a) Customer name and on-site technical contact information (telephone number, email address and hours of operation of the responsible Customer contact), (b) the specific date and time at which Customer wants Computer.com to perform the requested Remote Hands Service, (c) any available serial numbers of the installed and/or new components to be installed, removed or otherwise modified or (re-)configured during the requested Remote Hands Service, and (d) a reasonably detailed description of the requested Remote Hands Service, together with any supporting information that Customer’s engineers believe will assist Computer.com in its fulfillment of the Service Request, (e) any additional information requested by Computer.com.

6.3 Following Computer.com’s receipt of the Service Request, Computer.com will commence Remote Hands Services by analyzing the Service Request and providing Customer with the estimated time frame to complete the necessary Remote Hands Services. Any date and time specified by Customer for Computer.com to perform the requested Remote Hands Service shall only be an estimated delivery date.

6.4 Customer acknowledges that the timely and successful fulfillment of a Services Request requires good faith cooperation and frequent communication between the Parties as well as precise technical directions and orders by Customer. Remote Hands Services will be performed by Computer.com solely as instructed by Customer. Further, Customer will furnish all information reasonably requested by Computer.com to provide the respective Remote Hands Service, including provision of access to all relevant technical information, competent and qualified Customer personnel, facilities, equipment and software that Computer.com or its personnel or subcontractors may reasonably request. Upon Customer’s request, Computer.com will keep Customer informed on the progress regarding any Service Request.

6.5 Computer.com reserves the right to reject a Service Request submitted by Customer, in particular if, in Computer.com’s sole judgment, (a) Computer.com lacks sufficient facilities, material, equipment, capacity or regulatory authority to fulfill the Service Request, (b) the requested Remote Hands Service would endanger technical equipment of Computer.com or any third party, and/or (c) Customer does not provide sufficient information in accordance with subsection 6.4 above for Computer.com to fulfill the respective Service Request.

6.6 After completion of a Service Request, Computer.com shall notify Customer thereof via email. The date of that email shall be the RFS Date with respect to the Remote Hands Services provided when processing that Service Request.

6.7 Computer.com will only provide Remote Hands Services as instructed by Customer. Computer.com therefore does not make and disclaims (i) all warranties that the Remote Hands Services will be performed defect-free or completely secure, and (ii) the implied warranties of merchantability and fitness for a particular purpose. All Remote Hands Services are provided on an “as is” basis and Customer’s use of the Remote Hands Services is solely at its own risk. Section 11 of the MSA remains unaffected.

7. Conduct within Computer.com Data Centers

7.1 Customer will:

a. comply with all rules, regulations and procedures in effect at the Computer.com Data Center;

b. comply with all applicable laws in its use of its Licensed Space and its activities in the Computer.com Data Center, and comply with all signs posted at any time (including changes in such signs) at the Computer.com Data Centers concerning security procedures relating to the Computer.com Data Centers

c. have full responsibility and liability for all acts or omissions of the designated personnel of Customer, including, as the case may be, any accompanying persons, and all such acts or omissions will be attributed to Customer for all purposes, including for the purposes of determining whether Customer has breached (i.e. failed to abide by) the MSA. Without limiting the foregoing, Customer is responsible and must ensure that Customer’s designated personnel, including, as the case may be, any Accompanying Persons, do not take any actions that Customer is prohibited from taking under the Policies;

d. be responsible for and will use its Licensed Space only for configuring, providing, placing, installing, upgrading, adding, maintaining, repairing and operating Customer’s own technical equipment, or, as the case may be, rented hardware from Computer.com, in a safe and lawful manner to the extent permitted by and subject to the terms of the MSA and any applicable Service Order concluded thereunder;

e. use the restrooms, any shared work area, and any other common spaces in the Computer.com Data Centers and the parking areas outside of the Computer.com Data Centers in accordance with the terms of the MSA and any applicable Service Order concluded thereunder, and any rules or signs then posted in or near such areas in the respective Computer.com Data Center;

f. maintain its Licensed Space in an orderly and clean manner and in good repair and condition (reasonable wear and tear only excepted);

g. deposit litter in designated receptacles or in appropriate locations outside the Computer.com Data Centers;

h. behave in a courteous and professional manner within the Computer.com Data Centers and the Computer.com data center properties;

i. immediately notify Computer.com of any damage or risk of damage to the Computer.com Data Centers or the Computer.com Data Center Properties, or damage to any equipment or property of any person in the Computer.com Data Centers or the Computer.com Data Center Properties;

j. comply with all applicable property control procedures, which may include providing Authorized Personnel with a description and the serial numbers of items brought into a Computer.com Data Center that are valued by the Authorized Personnel at more than EUR 1,000 (or equivalent local currency) and/or providing the Authorized Personnel with the name, contact number and signature of the person removing such items;

k. if applicable, be responsible for maintaining the confidentiality of Customer’s account numbers and passwords for using Computer.com’s customer care website and for restricting and granting access thereto. Notwithstanding anything to the contrary, Customer is responsible and liable for all activities that occur under Customer’s account (including all payments owed for any orders for Services that are placed under Customer’s account), regardless of whether such activities are conducted by Customer or any other third party, and regardless of whether such orders are authorized by Customer. Computer.com does not have any obligation to verify that anyone using Customer’s account and password has Customer’s authorization.

7.2 Customer will ensure that it does not do any of the following:

a. install, touch, access, tamper with, damage, adjust, repair, interfere with, or breach the security of, the Licensed Space of other customers of Computer.com or the equipment, property or services of any other customers, vendors, contractors or other parties that license, sublicense, lease or sublease space or otherwise utilize space at the Computer.com Data Center or the Computer.com Data Center Properties, or provide services or products to those who do;

b. alter, tamper with, damage, adjust, repair, interfere with, or breach the security of Customer’s Licensed Space, the Computer.com Data Centers or the Computer.com Data Center Properties (including, without limitation, the electrical and other building systems of the Computer.com Data Centers or the Computer.com Data Center Properties), or any equipment or property leased, licensed or owned by Computer.com (including, without limitation, any Cross Connects and the Computer.com Power Distribution System, which only Computer.com will install, repair or alter);

c. install or otherwise perform any Cross Connects;

d. affix or maintain labels to any Ports or any SDP Equipment that connects Customer’s Equipment to equipment belonging to other customers (Computer.com will affix and maintain such labels, which will contain information as determined by Computer.com, including circuit identification and other information needed to identify each Computer.com-provided Port);

e. encumber or obstruct the pathways, driveways, yards, entrances, hallways, stairs or any common areas in or around the Computer.com Data Centers or the Computer.com Data Center Properties;

f. unless Computer.com expressly consents, use any common areas at the Computer.com Data Centers or the Computer.com Data Center Properties (other than a shared work area where Computer.com permits customers to repair their equipment) for any purpose other than access and exit to and from its Licensed Space;

g. use a shared work area that Computer.com permits customers to use for any purpose other than to repair their equipment;

h. use the Services to compete with any services offered by Computer.com, Computer.com’s affiliates or Computer.com’s subcontractors who operate, as the case may be, the specific Computer.com Data Center;

i. create any nuisances at the Computer.com Data Centers or the Computer.com Data Center Properties;

j. manufacture, generate, treat, transport, dispose of, release, discharge, or store on, under or about the Computer.com Data Centers, the Computer.com Data Center Properties or any surrounding properties, any hazardous materials;

k. eat, drink or use tobacco products within the Computer.com Data Centers except within areas designated for such purposes;

l. bring recording equipment in, or take photographs of (whether by use of a camera, video camera, cell phone, wireless handset or otherwise), any part of the Computer.com Data Centers;

m. place furniture in its Licensed Space except as permitted by the Computer.com Data Center site manager in his/her reasonable discretion. In the event that Customer places furniture Computer.com may at any time thereafter notify Customer that the furniture must be removed within three (3) Days following such notice. If Customer fails to remove the furniture within that period, Computer.com may remove the furniture, charge Customer Remote Hands Service rates for doing so, and store the furniture at Customer’s expense;

n. install any surveillance cameras or other surveillance equipment without Computer.com’s prior consent. Computer.com reserves the right to require Customer to remove or relocate any surveillance cameras or surveillance equipment that Computer.com deems to threaten or impede the security of the Computer.com Data Center (including the security of other Computer.com customers);

o. block any exit route or aisle way or create a fire hazard;

p. use VRLA (valve-regulated lead-acid) batteries within the Computer.com Data Centers, unless the batteries are a manufacturer-installed and integrated part of equipment that is an express exception to this rule according the applicable Computer.com Data Center rules;

q. use circuit splitters on any Computer.com-provided power circuit;

r. use UPS (uninterrupted power supply) systems that are not provided by Computer.com;

s. use 48v DC rectifiers that are not provided by Computer.com without obtaining advance approval from Computer.com;

t. connect a power circuit to a cabinet other than the cabinet specified by Computer.com for such power circuit;

u. consume power beyond the Limit of any power circuit or Redundant Power Circuit Pair.

7.3 Redundant Power Circuit Policy: A power circuit is a redundant power circuit only if at all times it meets both of the following conditions: (a) It is part of a Redundant Power Circuit Pair, and (b) The aggregate draw of such Redundant Power Circuit Pair does not exceed the Limit of one of the power circuits in the Redundant Power Circuit Pair. Accordingly, if a power circuit is originally a redundant power circuit but subsequently fails to meet conditions a and b simultaneously, such power circuit will thereafter be deemed a primary power circuit that will be treated as an Unordered Service.

8. Handling of Customer Equipment

8.1 Customer will ensure that:

a. all Customer’s Equipment will be installed, operated, maintained and repaired in compliance with all applicable laws and manufacturer specifications and requirements;

b. the installation and use of Customer’s Equipment complies with applicable safety codes and product safety agency listings;

c. all of the cables and wiring (including Customer Cross Connects and Customer power cords) in its Licensed Space, other than any Cross Connects or Computer.com’s SDP Equipment, are neatly wrapped and tied together (if Customer fails to do so, Computer.com may at its sole option neatly wrap and tie such wires and cables, and Computer.com may charge Customer Remote Hands Service rates for doing so);

d. Customer’s Equipment is not stacked or resting on any other equipment;

e. all of Customer’s Equipment is securely fixed onto a cabinet or rack in a manner reasonably satisfactory to Computer.com. If Customer’s Equipment is too large or heavy for a rack or cabinet, including but not limited to large servers, Computer.com may affix such equipment directly to the floor, and Computer.com may charge Customer Remote Hands Service rates for doing so;

f. appropriate air management products (including, but not limited to, blanking plates, grommets and brushes) are installed in cabinets to minimize any potential mixing of cold and hot air between a cabinet and any source of cooling to that cabinet and, where these have not been installed, Computer.com may install or replace (as appropriate) such air management products;

g. where practical, the heaviest and/or hottest (when in operation) of Customer’s Equipment is installed in the lower sections of a cabinet to make the most effective use of the supplied cooling system;

h. where practical, cables and wiring (including Customer Cross Connects and Customer power cords) should only run from Customer’s Equipment out of the back of the cabinet or rack. If this is unavoidable, Customer will ensure that appropriate air management products are installed to make the most effective use of the supplied cooling system.

8.2 Customer may install and maintain Customer Cross Connects. Computer.com has no obligation to install, maintain or repair any Customer Cross Connects.

8.3 Computer.com may require Customer to remove from any Computer.com Data Center Customer’s Equipment that, in Computer.com’s sole discretion, (i) causes a threat to safety (including any risk of fire or other hazard) to the operations of the Computer.com Data Center or the Computer.com Data Center Property, or (ii) unreasonably interferes with the operations of Computer.com, another customer or any other person or entity that is licensing, sublicensing, leasing or subleasing space or otherwise utilizing any portion of the Computer.com Data Center or the Computer.com Data Center Property.

8.4 If Customer wants to identify Customer’s Equipment or its Licensed Space, the means of identification will be subject to Computer.com’s prior approval before Customer uses such means of identification. Computer.com will not identify the location of Customer’s Equipment in the Computer.com Data Center, and Computer.com will not be responsible for labeling Ports except that Computer.com is responsible for connecting Customer’s Equipment to equipment belonging to other Computer.com customers at a Computer.com Data Center.

8.5 Computer.com will not touch, maintain, use, upgrade, repair or operate Customer’s Equipment, except in an emergency, or where explicitly or implicitly authorized by Customer’s use of Remote Hands Service, or as otherwise agreed in the MSA.

8.6 Customer is solely responsible for any loss or theft of or damage to Customer’s Equipment left unattended outside of the Licensed Space in a shared cage.

8.7 Computer.com is not responsible for any electronic interference that may occur with respect to Customer’s use of wireless communications equipment.

9. Shipping Policy

9.1 Customer will comply with the shipping and receiving policies in effect at the Computer.com Data Center.

9.2 Customer will ensure that all shipments (including the boxes) are clearly labeled with the company name and/or identifier of Customer (as required by the Computer.com Data Center) and with a reference to Computer.com and the licensed space. Customer will not list Computer.com as a recipient of any shipment or identify Computer.com as a recipient to any shipping carrier. Unidentified packages or packages that list Computer.com as the recipient may be rejected.

9.3 Computer.com reserves the right to visually and/or physically inspect any and all shipments to or from the Computer.com Data Centers when such shipments arrive at the shipping/receiving area. Shipments containing liquids, combustibles and any hazardous materials are prohibited, and, to the extent Computer.com is so aware of the contents of such shipments, will not be accepted at any time.

9.4 At the time of Computer.com’s inspection of any shipments to or from the Computer.com Data Centers, Computer.com may record serial numbers for Customer’s Equipment. Accordingly, when packing Customer’s Equipment for shipping, Customer should be aware that Computer.com personnel may need access to the serial numbers on Customer’s Equipment being shipped, prior to the boxes being sealed.

9.5 Customer is responsible for moving its shipments from the shipping/receiving area to its Licensed Space and from its Licensed Space to the shipping/receiving area, and Customer’s failure to do so in accordance with the shipping/receiving policies applicable to the Computer.com Data Center may result in charges as set forth in such policies.

9.6 Unless prior arrangements are made with Computer.com by Customer in accordance with the shipping/receiving policies applicable to the Computer.com Data Center, Computer.com reserves the right to ship the shipment back to the “shipped from” address, at Customer’s expense.

9.7 Computer.com is not responsible or liable for any missing or damage to Customer’s Equipment which may occur during the packaging and/or shipment of such equipment.

9.8 Customer is responsible for all duties, charges, fees, taxes and customs requirements associated with international shipments.

10. Network System Numbers

10.1 Computer.com strongly encourages Customer to have its own autonomous system number as designated by the American Registry of Internet Numbers, the Réseaux IP Européens (RIPE), or the Asia Pacific Network Information Centre or their successors.

10.2 Customer will be responsible for obtaining telecommunications services as needed from the carrier of its choice. Computer.com will not be responsible for providing or installing such services except as otherwise agreed upon in any Service Order.

(B) HARDWARE RENTAL SPECIFICATION

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following
Hardware Rental Specification (“Specification”) with respect to Customer’s use of the Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

Hardware Rental Specification is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Scope of Hardware Rental

1.1 This Specification sets forth the terms and conditions for the rental of hardware and/or hardware components and/or other integral or ancillary technical equipment by Customer from Computer.com (“Hardware Rental”).

1.2 The Service Order will usually set forth the following: (a) the equipment which Computer.com will rent to Customer (“Rented Hardware”), (b) the Fees (i.e. the rental fees and any additional costs) for the Hardware Rental, (c) the destination at which the Rented Hardware shall be set up and used (“Setup Location”), (d) the Term of the Service Order, and (e) any other terms mutually agreed upon by the Parties.

1.3 Computer.com rents the Rented Hardware to Customer for Customer’s use for the duration of the service term. Upon expiry or termination of the Service Order, Customer immediately has to return the Rented Hardware to Computer.com and Customer has to bear any shipping costs that accrue.

1.4 Insofar as the Setup Location is situated on the premises of Computer.com, Computer.com’s affiliate(s) or Computer.com’s subcontractor(s), physical access to the Setup Location is restricted to Computer.com personnel and designated personnel of Customer. Computer.com personnel will accompany the designated personnel of Customer at all times during access to the Setup Location. Computer.com will provide Escorted Access to Customer only for the purpose of testing, resetting, modifying and/or configuring the Rented Hardware. During Escorted Access, Customer must comply (i) with all rules and procedures applicable to the Setup Location, in particular any applicable acceptable use policy, and (ii) with all related orders and directions of Computer.com’s personnel. Escorted Access are subject to an additional agreement of the Parties and will be charged with Computer.com’s then current hourly rates (depending on the level of technical qualification of Computer.com’s personnel to accompany and supervise Customer) and has to be requested by Customer at least five (5) Days in advance. Instead of Computer.com personnel, Computer.com may also use personnel of Computer.com’s subcontractors to provide Escorted Access to Customer.

1.5 The Parties agree that if Computer.com, in its sole discretion, determines that insofar as an emergency action is necessary to protect Computer.com’s network or equipment, Computer.com may block any path over the Rented Hardware.

1.6 Unless agreed otherwise in the Service Order, Customer is solely responsible (i) for procuring, providing and maintaining, at its own expense, the space, the level of power (including the necessary grounding as is required for the installation), heating and air conditioning, and humidity levels necessary to maintain the proper environment for any Rented Hardware, and (ii) for providing and maintaining all necessary electronic communications required to linking the Rented Hardware, including wiring, communication line access and networking devices.

1.7 While Customer has no right to use the Rented Hardware after the Service Order expires or terminates, if Computer.com permits Customer to do so in its sole discretion, Customer will remain bound by the terms of the MSA, including, without limitation, all payment obligations and such continued use may be terminated by Computer.com immediately upon notice.

2. Delay of Hardware Rental

2.1 Any tentative commencement date for the Hardware Rental (e.g. the Requested Delivery Date) or lead-time provided by Computer.com to Customer which is not specified as “Committed Commencement Date” by Computer.com shall be deemed a target date for commencement of the Hardware Rental and shall not be binding on or create any liability for Computer.com.

3. Acceptance

3.1 The date on which the Rented Hardware has been delivered to the Setup Location (and, as the case may be, has been set up as ready for use by Computer.com) shall be the ready for acceptance date (“RFA Date”). In case the Setup Location is located at premises of Computer.com or Computer.com’s Affiliates or Computer.com’s subcontractors, Computer.com will send a notification via email to the Customer contact designated in the relevant Service Order confirming that the Customer may now use the Rented Hardware. The ready for service date (“RFS Date”) for the Hardware Rental provided by Computer.com shall be the earlier of (a) two (2) Days after the RFA Date, (b) the date on which Customer notifies Computer.com of its acceptance of the Hardware Rental, or (c) the date on which Customer begins using the Rented Hardware. Unless Customer notifies Computer.com in writing within such two (2) Day period that the Rented Hardware is not in compliance with the specifications, Customer shall be deemed to have accepted the Rented Hardware.

3.2 In case of rejection of acceptance, Customer has to detail in its notification in which way the relevant Rented Hardware has failed to meet the acceptance criteria. Computer.com shall then rectify the problem and notify Customer of a new RFA Date. Subsection 3.1 above applies accordingly.

3.3 In case Customer rejects acceptance only regarding parts of the Hardware Rental and partially accepts the remaining Hardware Rental, Fees for the Hardware Rental shall be reduced on a pro-rata basis to apply only to the Hardware Rental accepted by Customer.

3.4 Customer may not reject acceptance by reason of minor cases of non-compliance of a Service with the applicable acceptance criteria.

4. Retention of title

4.1 Computer.com always retains title to the entire Rented Hardware, unless expressly agreed otherwise in the Service Order.

4.2 Customer is obliged to handle the Rented Hardware with care and only within the scope of the Service Order.

4.3 Customer is obliged to inform Computer.com of any third-party access to the Rented Hardware, as in the case of a seizure or any damage to or destruction of the Rented Hardware. Customer is not allowed to remove the Rented Hardware from the current Setup Location without Computer.com’s prior written approval. Any change in title regarding the current Setup Location must be reported to Computer.com immediately.

5. Hardware Defects

5.1 A “Hardware Defect” occurs each time the Rented Hardware becomes defective and such defect materially limits Customer’s use of the Rented Hardware during the service term. In the event of a Hardware Defect, Customer’s sole remedy and Computer.com’s sole obligation is that Computer.com shall use its best efforts to remedy the Hardware Defect, either by repair or replacement of the Rented Hardware, whereas such remedying may be provided at the Setup Location or via remote access to the Rented Hardware. If, in Computer.com’s view and at its sole discretion, remedying of the Hardware Defect is or becomes technically impossible and/or commercially unreasonable, then either Computer.com or Customer may insofar terminate the Service Order in writing. In such case, (a) Computer.com will refund any respective prepaid Fees on a pro-rata basis, and (b) in case the Setup Location is at the premises of Customer or at the premises of Customer’s subcontractor(s), Customer will, at Computer.com’s discretion and at the cost of Customer, return to Computer.com or dispose of the defective Rented Hardware; otherwise, Computer.com will remove the defective Rented Hardware.

5.2 In addition to Excluded Causes stated in subsection 6.4 of the MSA, Computer.com is not obliged to remedy Defects caused by any use of the Rented Hardware other than agreed with Computer.com, in particular any use at or any relocation of the Rented Hardware to a location other than the Setup Location.

(C) HOSTING SPECIFICATION

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following
Hosting Specification (“Specification”) with respect to Customer’s use of the Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The Hosting Specification is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Scope of Hosting Services

1.1 Computer.com provides Customer with hosting services by offering the equipment, including but not limited to: computer hardware, telecommunications hardware, interconnection points, accessories, attachments, hard disks, alterations of and spare parts for that equipment (“Equipment”) which can be provided from time to time by Customer from Computer.com pursuant to the MSA (“Dedicated Equipment”). For the avoidance of doubt, Dedicated Equipment shall include the Services offered by Computer.com under the name “Hosting” and similar naming.

2. General

2.1 With respect to all Dedicated Equipment, Computer.com shall at any time be entitled to replace Equipment, with alternative Equipment, provided that (i) the technical specifications of such alternative Equipment are (in Computer.com’s sole determination) equal to, or equivalent to, or better than the technical specifications of the Equipment specified in the Service Order or otherwise agreed by the Parties; and (ii) this shall (unless otherwise agreed) not result in an increase in the Fees for the Services and lease of the Dedicated Equipment.

2.2 Subject only to any agreed initial software installation by Computer.com and the restoration of the OS under the relevant specification or SLA, Customer shall be fully and solely liable as well as responsible for (i) any corrective and preventive maintenance, installation, updating, monitoring and configuration of the software (including the OS) installed on the Dedicated Equipment, (ii) supporting, updating, configuring and managing Dedicated Equipment, (iii) migration of Customer’s systems and data from and to the Dedicated Equipment, (iv) disaster recovery arrangements for the systems and data stored on the Dedicated Equipment, and (v) backing up the systems and data stored on the Dedicated Equipment. Computer.com is not liable to Customer for any damage resulting from any incorrect initial software installation, unless such damage is the direct result of gross negligence or willful misconduct on the part of Computer.com.

2.3 If Customer has a Contract for lease of Equipment on a monthly basis, the lease (rental) duration (for the purpose of determining the Fee) shall be rounded up to the full month upwards (e.g. from January 5th to February 4th). If Customer has a Contract for lease of Equipment on an hourly billing (or minute per minute) basis, the lease (rental) duration (for the purpose of determining the Fee) shall be rounded up to the full hour (or minute) upwards.

2.4 Computer.com will charge Customer for all data traffic (the sum of data that is transmitted to and from Customer’s infrastructure, measured in bytes) generated from and to the Dedicated Equipment, with the exception of traffic between Customer’s Dedicated Equipment for which Customer has ordered and configured, the private networking option.

2.5 Computer.com may discontinue Equipment offerings at any time without prior notice to Customer.

2.6 Computer.com will not touch, maintain, use, upgrade, repair or operate Dedicated Equipment, except as required: (i) as part of other services provided by Computer.com, and/or in any situation which poses an immediate risk to a person or persons; the Computer.com data center; the provision of one or more of the Services; the Equipment; and/or the provision of Services by Computer.com to other customers; and/or (iii) for security purposes, and/or (iv) to comply with an order or ruling or decision or approval from a court, any law enforcement authority or any (other) governmental authority; (v) to relocate or replace Equipment in accordance with the terms of MSA and/or (vi) to enforce any agreement and/or policy of Computer.com.

(D) CLOUD SERVICES SPECIFICATION

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Cloud Services Specification (“Specification”) with respect to Customer’s use of the Cloud Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The Cloud Services Specification is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Scope of Cloud Services

1.1 Computer.com provides Customer with a combination of network components, storage components and compute systems (“Cloud Platform”), managed by Computer.com, that is used to offer Cloud Services. Cloud Service means a Private Cloud Service and/or a Public Cloud Service.

1.2 Public Cloud Service means a Service provided by Computer.com consisting of the provision of one or more virtual instances (virtual machines) in which the hardware of a machine is virtualized (“Instance”). The Instance runs on a Cloud Platform. For the avoidance of doubt, Public Cloud Service shall include the Services offered by Computer.com under the name “Cloud”.

1.3 Private Cloud Service means (as appropriate) the Service provided by Computer.com consisting of the provision of (i) a Managed Private Cloud, and/or (ii) a Private Cloud Resource Pool.

Private Cloud Resource Pool means a pool of resources consisting of combination of CPU and memory that is used to run an OS on an Instance (“Compute Capacity”), and storage capacity, which resources can be used by Customer to deploy Instances and/or infrastructure components.

2. General

2.1 Subject only to any agreed initial software installation by Computer.com, and the restoration of the OS under the relevant specification or SLA (service level agreements), Customer shall be fully and solely liable as well as responsible for (i) any corrective and preventive maintenance, installation, updating, monitoring and configuration of the software (including the OS) installed on the virtual instances (virtual machines), (ii) supporting, updating, configuring and managing a virtual instances (virtual machines), (iii) migration of Customer’s systems and data from and to the virtual instances (virtual machines), (iv) disaster recovery arrangements for the systems and data stored on the virtual instances (virtual machines), and (v) backing up the systems and data stored on the virtual instances (virtual machines). Computer.com is not liable to Customer for any damage resulting from any incorrect initial software installation, unless such damage is the direct result of gross negligence or willful misconduct on the part of Computer.com.

2.2 Where Cloud Services are provided on an hourly billing (or minute per minute) basis, the duration of the services (for the purpose of determining the Fee) shall be rounded up to the full hour (or minute) upwards.

2.3 Computer.com reserves the right at all times to select, and throughout the term of the MSA to alter, the (virtualization) technologies and methods (including software and middleware) of the Cloud Platform, in substitution for the technologies and methods set forth in the Service Order or otherwise agreed by the Parties, provided that: (i) this does not result in an unreasonable increase of Fees, and (ii) this will not result in a decrease of Compute Capacity, memory, and/or storage capacity (in respect of Public Cloud Services) or resources of the Private Cloud Resource Pool (in respect of Private Cloud Services).

2.4 Computer.com will charge Customer additional Fees for all data traffic (the sum of data that is transmitted to and from Customer’s infrastructure, measured in bytes) generated in connection with the Cloud Services, with the exception of traffic generated in a private network provided by Computer.com or Traffic generated in a private network that is part of a Private Cloud Service.

2.5 Computer.com may at any time, and without notice, add, suspend, discontinue, modify or remove features from the Customer’s account and such other panels, consoles or tools offered by Computer.com to configure or manage the Cloud Services.

3. Public Cloud Services

3.1 Computer.com will provide the number and type of Instances described in the relevant Service Order or as otherwise agreed by the Parties. The Service Order shall for each Instance set forth the agreed upon: (i) Compute Capacity, (ii) memory, (iii) storage capacity.

3.2 In respect of Public Cloud Services, the network component, storage and compute systems of a Cloud Platform are offered to Customer on a shared basis. Computer.com shall use reasonable efforts to provide Compute Capacity for Public Cloud Services with an average overbooking factor of no more than 3.5 (measured on a per Cloud Platform basis).

4. Private Cloud Services

4.1 Computer.com will provide the Private Cloud Resource Pool as described in the relevant Service Order or as otherwise agreed by the Parties. Customer may freely assign the resources within the Private Cloud Resource Pool to Instances and/or infrastructure components that Customer deploys.

4.2 Computer.com shall deliver the Cloud Platform for Private Cloud Services in accordance with the specifications set forth in the Service Order, this Service Specifications, the standard Computer.com configuration for Private Cloud (as updated from time to time) and all other documentation containing configuration specifications agreed in writing between Parties.

4.3 Computer.com shall patch, update and/or upgrade the software of the Cloud Platform with the latest software release supported, tested and validated by Computer.com.

5. Upgrade/Downgrade/Change

5.1 Subject to the provisions of the Service Order and/or MSA, Customer may request an upgrade/downgrade/switch: a) in respect of a Public Cloud Instance, of the (i) Compute Capacity, (ii) memory, and (iii) storage capacity; and b) in respect of Private Cloud Services, of the resources of the Private Cloud Resource Pool.

5.2 Any upgrade/switch/downgrade shall always be subject to the combinations in which the components set forth in clause 5.1 above under a) and the resources of the Private Cloud Resource Pool are offered by Computer.com. Computer.com may accept or decline the request for the upgrade/switch/downgrade in its sole discretion. An upgrade/switch/downgrade shall at all times be subject to the availability of an upgrade/switch/downgrade option for the respective Cloud Service (as determined by Computer.com).

5.3 Any upgrade/downgrade/switch referenced in clause 5.1 above shall be subject to the provisions of the Service and/or Agreement modification procedure, Customer shall be allowed to upgrade at any time. Customer is allowed to downgrade at the end of the Initial Subscription Term or Renewal Term of the applicable Service Order or as otherwise agreed by the Parties.

6. Computer.com Cloud Connect Services

6.1 Computer.com Cloud Connect Services consist of a virtual point-to-point connection (“Circuit”) which connects Customer’s Computer.com Services with infrastructure in a third party cloud provider.

6.2 On or prior to the delivery date, Computer.com will test the Computer.com Cloud Connect Services. If Computer.com deems the Computer.com Cloud Connect Services to be in conformance with the MSA, applicable specification, Service Order or as otherwise agreed by the Parties, Computer.com will provide a statement to Customer that the Computer.com Cloud Connect service is ready for Customer’s use.

6.3 Customer must, within 72 hours from the receipt of notification, provide written notice to Computer.com if the Computer.com Cloud Connect Service does not materially comply with the MSA, applicable specification, Service Order. If such notice is not received by Computer.com, the Computer.com Cloud Connect Services shall be deemed automatically to be accepted by Customer.

6.4 In case Computer.com agrees that the Customer notified timely the material default further tests of the Computer.com Cloud Connect Services will be scheduled, and a new start date will be set. Notwithstanding anything to the contrary, minor defaults shall not constitute any nonacceptance or postponement and/or prevention of automatic acceptance as in clause 6.3 above, and in addition Customer’s use of the Computer.com Cloud Connect Services for other purposes than testing purposes will be deemed to constitute automatic acceptance of the Computer.com Cloud Connect Services.

7. Upgrade/Downgrade of Computer.com Cloud Connect Services

7.1 Subject to the provisions of the Agreement and/or Service Order modification procedure, Customer may request an upgrade/downgrade with respect to Computer.com Cloud Connect Services.

7.2 Subject to Computer.com having sufficient capacity at the time of Customer’s request, and without prejudice to the provisions of the Service Order and/or MSA, Customer may request to upgrade the committed bandwidth at any time. If Computer.com has determined that it has sufficient capacity to accept Customers request, the upgrade will become effective: (a) the first day of the month in which Computer.com has accepted Customer’s request, in the event that Customer’s written request was received by Computer.com before the 20th day of that month; or (b) the first day of the month following the month in which Computer.com has accepted Customer’s request, in the event that the Customer’s request was received by Computer.com on or after the 20th day of that month.

7.3 Customer is allowed to downgrade the Cloud Services at the end of the Initial Subscription Term or Renewal Term of the applicable Service Order.

7.4 Without prejudice to the generality of the provisions set forth above in clause 7.1, Customer shall not be entitled to switch between data traffic and/or bandwidth, unless such switch has been accepted in writing by an authorized representative of Computer.com.

(E) CDN SPECIFICATION

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following CDN Services Specification (“Specification”) with respect to Customer’s use of the CDN Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The CDN Services Specification is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Scope of CDN Services

1.1 Computer.com provides Customer with a content delivery network (“CDN”), a network of servers that is configured to deliver Customer’s content to the end users requesting this content. Computer.com may use these servers and associated infrastructure for the provision of services to other customers of Computer.com.

2. General

2.1 Customer is not entitled to receive any restitution in the event the sum of all inbound and outbound utilized traffic for the relevant month falls below the data traffic and/or bandwidth committed to by Customer on a monthly basis, as specified in the Contract Overview and/or on the Computer.com website (“Committed Data”).

2.2 The sum of all utilized traffic shall (for the purpose of determining the Fee) be rounded up to the full GB upwards.

2.3 There is a limit on requests for all CDN plans: 1,000,000,000 requests per month. The overage is charged additionally—at €0.0075 (or the equivalent amount, if another currency is agreed for the plan) for every 10,000 requests.

3. Upgrade / Downgrade / Switch

3.1 Subject to the provisions of the Agreement and/or Service Order modification procedure, Customer may request an upgrade/downgrade with respect to Computer.com CDN Services.

3.2 Subject to Computer.com having sufficient capacity at the time of Customer’s request, and without prejudice to the provisions of the Service Order and/or MSA, Customer shall be allowed to upgrade the committed data traffic and/or committed bandwidth at any time. If Computer.com has determined that it has sufficient capacity to accept Customers request, the upgrade will become effective: (a) the first day of the month in which Computer.com has accepted Customer’s request, in the event that Customer’s written request was received by Computer.com before the 20th day of that month; or (b) the first day of the month following the month in which Computer.com has accepted Customer’s request, in the event that the Customer’s request was received by Computer.com on or after the 20th day of that month.

3.3 Customer is allowed to downgrade the committed data traffic and/or bandwidth at the end of the Initial Subscription Term or Renewal Term of the applicable Service Order

3.4 Without prejudice to the generality of the provisions set out above in this clause, Customer shall not be entitled to switch between data traffic and/or bandwidth, unless such switch has been accepted in writing by an authorised representative of Computer.com.

Service Level Agreements

Last updated: June 29, 2023

This Service Level Agreements documents set out the performance metrics such as applicable service levels and availabilities of Computer.com services.

The applicable Service Level Agreements form an integral part of the Master Services Agreement.

Content:

CDN SLA

Hosting SLA

Cloud SLA

DDoS Protection SLA

DNS SLA

Colocation SLA

Storage SLA

(A) CDN SERVICE LEVEL AGREEMENT

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Service Level Agreement with respect to Customer’s use of the CDN Services (“CDN Services”) provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The SLA is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Definitions

“Base Fee” consists solely of the committed base monthly fee paid by Customer for the Services and excludes all other fees that might be paid by Customer including, but not limited to, charges for additional services, incremental bandwidth usage and any other type of optional additional services.

“Customer Content”, for purposes of this SLA, means objects delivered from a Delivery Server.

“Delivery Server” means Computer.com-owned or operated servers for delivering Customer Content located on the CDN at Computer.com’s Points of Presence (each, a “POP”).

“Downtime” means complete unavailability of transmission of Customer Content through CDN Services covered by the uptime guarantee for more than fifteen (15) consecutive minutes.

“Origin Server” means either Computer.com’s or Customer’s server, where Customer Content is stored for retrieval by Delivery Servers.

2. Guarantee of Uptime

Subject to the SLA exceptions set forth in the MSA, Computer.com provides a 99.99% uptime guarantee to Customer. Availability in this SLA is calculated based on the cumulative Downtime for a given calendar month. Subject to the terms and conditions of this SLA and the MSA, Computer.com shall issue to Customer a Service Credit based on the percentage availability in a given monthly billing period as follows (credit amounts expressed as a percentage of the fee for the affected Service).

Availability Service Credit:
99.99% – 99.9% 5%
99.89% – 99.0% 10%
less than 99.0% 15%

The following time periods do not count as Downtime:

• Non-compliance of Services with the Service Levels due to any Excluded Cause according to the MSA;

• Time spent by Computer.com resolving reports by Customer which do not specify a Defect.

3. Service Credits

To receive Service Credit under this Services SLA, Customer must submit a request in writing via e-mail to support@computer.com.lu. The request must include Customer’s (a) company name, (b) contact name, (c) e-mail address and (d) phone number, as well as (e) the date of the suspected Downtime and (f) a reasonably detailed description of the reason for the Service Credit request. Computer.com must receive the Service Credit request within 30 Days after the suspected Downtime has occurred. The suspected Downtime must be capable of confirmation by Computer.com’s measurement tools. Any issued Service Credit shall be applied to Customer’s next applicable invoice after Computer.com initially received and reviewed the Service Credit request. Service Credits are exclusive of any Taxes charged to Customer or collected by Computer.com.

4. Miscellaneous

Service Credits shall not entitle Customer to any refund, reimbursement or other payment from Computer.com. Service Credits shall not be applied or transferred to other accounts of the Customer or of third parties. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly period is greater than twenty-five euros (EUR 25.00).

Notwithstanding anything in this SLA to the contrary, total Service Credits issued to Customer in connection with any calendar month shall not exceed the Base Fee paid by Customer for such month. All Service Credit is calculated on the basis of a 30-day month. To be eligible for Service Credit, Customer must follow Computer.com’s published instructions for use of Services and the MSA; improper use shall result in ineligibility. Service Credit shall not be issued if Customer is in breach of the MSA or the applicable Service Order, including breach for non-payment. Service Credit will only be issued if Customer has paid in full for Services covering the time period within which the Service Credit is requested. Computer.com reserves the right to periodically change the measurement points and methodologies it uses. This SLA sets forth Customer’s sole and exclusive remedy for a Downtime or other service outage.

(B) HOSTING SERVICE LEVEL AGREEMENT

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Service Level Agreement with respect to Customer’s use of the Hosting Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The SLA is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Reporting of Defects

Customer shall report to Computer.com any Defect as soon as possible. When reporting a Defect to Computer.com, Customer will send a Defect report (“Defect Report”) to Computer.com that includes (a) Customer name and on-site technical contact information (telephone number, e-mail address and hours of operation of the responsible Customer contact), (b) any available serial numbers of the defective components of the Service, (c) a reasonably detailed description of the Defect, together with any supporting information that Customer’s engineers believe will assist Computer.com in its diagnostic process (including e.g. time of first occurrence of Defect, affected systems, error messages etc.), and (d) the date and time that the Defect Report is submitted to Computer.com.

Customer may contact Computer.com for submission of Defect Reports during the following service times (“Service Times”):

24/7/365

Customer shall contact Computer.com for submission of Defect Reports during the Service Times in any case via email in order to provide Computer.com with a text version of the Defect Report. After reporting the Defect via email to Computer.com, Customer may also contact Computer.com via phone or other voice service for any follow-up queries or updates regarding the reported Defect. Computer.com’s contact details are as follows:

email: support@computer.com.lu

For the purposes of this SLA, Availability is calculated as follows, subject to specific provisions outlined further below:

Availability = img_sla1

Total Time = the total time during the measurement period

img_sla2 = the sum of all “Downtimes” as defined below that occurred during the measurement period

Downtime is calculated as the time from Computer.com receiving a Defect Report from Customer via email on non-compliance of the Services with the Service Levels specified below and Computer.com’s subsequent confirmation of a Defect until remedying of this respective Defect.

The following time periods do not count as Downtime:

• Non-compliance of Services with the Service Levels due to any Excluded Cause according to the MSA;

• Time spent by Computer.com resolving reports by Customer which do not specify a Defect.

2. Specific Availability

Hardware Replacement

Computer.com will repair or replace the failed hardware components provided by Computer.com upon identification of the hardware fault by Computer.com. Hardware is defined as the hardware: (i) switches, firewalls, load balancers and servers; (ii) direct attached storage devices; (iii) network attached storage devices; and (iv) storage area networks (“SAN”). Hardware repair or replacement will begin within two (2) hours of problem identification for switches, firewalls, load balancers, servers and direct attached storage devices, and within five (5) hours of problem identification for network attached storage devices. For SAN hardware failures, Computer.com guarantee that we will have a technical specialist and necessary parts onsite to begin repairs within eight (8) hours of problem identification. This commitment does not include the time required to rebuild the Customer’s system, such as the time required to configure a replacement device, rebuild a RAID array, reload the operating system, reload and configure applications, and/or restore from backup (if necessary).

If Computer.com fails to meet the required commitment for Hardware Replacement and the failure materially and adversely affects the performance of the Customer’s servers, then the Customer shall be entitled to a Service Credit as set forth below. Any Service Credit issued will be calculated as follows: 5% of the monthly recurring fee for the affected server(s) per 30 minutes of additional hour of Downtime (after the initial two (2) hours or five (5) hours for repair or replacement, as applicable, or, for SAN, the additional hour of delay in beginning repairs)

Colocation

Computer.com will ensure colocation availability in the form of A/C power available to the outbound port on the Customer’s serving power distribution unit (PDU) 100% of the time. Power includes UPSs, PDUs and cabling, but does not include the power supplies on the Customer’s servers. Colocation Downtime exists when a particular server is shut down due to power problems. This Availability is calculated monthly beginning with the first full calendar month of provision of Services.

If Computer.com fails to meet the required Colocation Availability in a particular calendar month and the failure materially and adversely affects the performance of the Customer’s servers, Customer shall be entitled to a Service Credit as set forth below. Any Service Credit issued will be calculated as a percentage of the monthly recurring fee for the affected server(s) for such month and will be determined as follows:

Availability Service Credit
< 99.9% 5% per 30 minutes of Colocation Downtime

Network

COMPUTER.COM will ensure a 99% Network Availability for Customer per calendar month. “Network” means the portion of the network extending from the outbound port on the Customer’s edge device to the outbound port on the border router and includes Computer.com managed switches, routers, and cabling. “Network Availability” is defined as the ability to pass TCP/IP traffic with less than 3% packet loss and less than 50ms latency across the specific data center network. This Availability is calculated monthly beginning with the first full calendar month of provision of Services.

If COMPUTER.COM fails to meet the required Network Availability in a particular calendar month and the failure materially and adversely affects the performance of the Customer’s server(s), Customer shall be entitled to a credit as set forth below. Any Service Credit issued for a particular calendar month will be calculated as a percentage of the actual monthly fees of the affected Hosting Service for such month and will be determined as follows:

Availability Service Credit
< 99.0% 5% per 30 minutes of Network Downtime

3. Service Level Measurement

Packet loss and network latency are measured by sending approximately 1000 UDP-Datagrams with a length of 96 bytes every 10 minutes to designated servers located at IP Backbone core nodes, which are primary nodes in the network designated by Computer.com or Computer.com’s subcontractors. The Customer’s interface in IP Backbone routers/switches will be measured using Simple Network Management Protocol (“SNMP”). The term “UDP-Datagram” refers to the User Datagram Protocol, a connectionless transport-layer protocol in the TCP/IP protocol suite.

4. Credits

To receive Service Credits under this SLA, Customer must submit a request in writing via email to support@computer.com.lu. The request must include Customer’s (a) company name, (b) contact name, (c) email address, and (d) phone number, as well as (e) the date of the suspected Downtime and (f) a reasonably detailed description of the reason for the Service Credit request. Computer.com must receive the Service Credit request within 30 Days after the suspected Downtime has occurred. The suspected Downtime must be capable of confirmation by Computer.com’s measurement tools. Any issued Service Credit shall be applied to Customer’s next applicable invoice after Computer.com initially received and reviewed the Service Credit requests. Credits are exclusive of any Taxes charged to Customer or collected by Computer.com.

5. Miscellaneous

Service Credits shall not entitle Customer to any refund, reimbursement or other payment from Computer.com. Service Credits shall not be applied or transferred to other accounts of Customer or of third parties. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly period is greater than twenty-five euros (EUR 25.00).

Notwithstanding anything in this SLA to the contrary, total Service Credits issued to Customer in connection with any calendar month shall not exceed the monthly recurring fee for the affected server(s) paid by Customer for such month. All Service Credit is calculated on the basis of a 30-day month. To be eligible for Service Credit, Customer must follow Computer.com’s published instructions for use of Services and the MSA; improper use shall result in ineligibility. Service Credit shall not be issued if Customer is in breach of the MSA or the applicable Service Order, including breach for non-payment. Service Credit will only be issued if Customer has paid in full for Services covering the time period within which the Service Credit is requested. Computer.com reserves the right to periodically change the measurement points and methodologies it uses. This SLA sets forth Customer’s sole and exclusive remedy for a Downtime or other service outage.

(C) CLOUD SERVICE LEVEL AGREEMENT

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Service Levels Agreement with respect to Customer’s use of the Cloud Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The SLA is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Definitions

“Availability” means availability of a unit of Service as defined in section 2.
“Bare Metal Instance” means bare metal solution providing a secure environment in which customers run specialized workloads on high-performance physical servers.
“Core Region” means a region specifically designed for high load.
“Edge Region” means a region other than a Core Region.
“IP address” means the address of a host on the Internet (IPv4).
“Load Balancer” means an application allowing servers to participate in delivering TCP or UDP service to clients in an effectively transparent, highly-available and scalable way.
“Managed Kubernetes” means managed service for Kubernetes providing an environment for management of containerized applications using Kubernetes.
“Maximum time of Availability” means the maximum possible minutes of Availability of a unit of Service in the Reported period.
“Platform” means the cloud platform of Computer.com.
“Reported period” means a calendar month.
“Service” means a specific type of the Computer.com’s cloud service.
“Virtual disk” means the allocated volume of disk space on the Platform.
“Virtual instance” means a virtualized server, created on the Platform, which provides computing resources to the Customer.
“VPN Service” means a service which securely extends customer peer network to Computer.com network through an IPsec VPN tunnel.

2. Service Availability

2.1 Subject to the other provisions of the MSA, Computer.com will provide the Customer with Availability on the terms stated below. Availability is provided under the condition of the Customer’s compliance with its obligations, allocations, limits and other technical limitations imposed by Computer.com.

The level of Availability is determined for each unit of Service as a percentage of the Maximum time of Availability.

Availability within the Reported period is calculated as follows.

2.2 Downtime for virtual machines is defined as:

• for Virtual instances: loss of external connection on ports configured using allowed access rules and any IP address on TCP or UDP (inbound and outbound), which lasts more than three (3) consecutive minutes due to the fault of Computer.com;
• for the Virtual Disks resource: loss of permanent disk access for all running Virtual Machines within three (3) minutes due to the fault of Computer.com.
Note:
• The list of Core Regions is available at the website of Computer.com: https://computer.com/cloud/
• The Core / Edge logic does not apply to Bare Metal Instances.
• Availability of G1S instances is not subject to this SLA.

2.3 Downtime for load balancer is defined as:

loss of external connectivity (via the external IP addresses associated with load balancing forwarding rules with all Healthy Backend Instances) which lasts more than three (3) consecutive minutes due to the fault of Computer.com.

2.4 Downtime for bare metal instances is defined as:

loss of external connection on ports configured using allowed access rules and any IP address on TCP or UDP (inbound and outbound), which lasts more than three (3) consecutive minutes due to the fault of Computer.com.

2.5 Downtime for VPN Service within the Cloud services is defined as:

properly configured VPN gateway is not able to serve any traffic directed through any of its component tunnels which lasts more than three (3) consecutive minutes due to the fault of Computer.com.

2.6 Downtime for Managed Kubernetes service is defined as:

loss of external connectivity to the masters nodes / Kubernetes API access to all applicable running clusters with the inability to launch replacement clusters (workers) which lasts more than five (5) consecutive minutes due to the fault of Computer.com. Supplementary to the exceptions mentioned in clause 2.6, downtime for Managed Kubernetes does not include interruption due to:

• loss of connectivity or other issues related to the underlying virtual instances, such as load balancing and VPN tunneling

• failure of Kubernetes nodes/workers or the Kubernetes pods running on those nodes.

2.6-1 Downtime for Logging service is defined as: for logging endpoint calls the percentage of Requests processed that fail with Server Errors during a 5-consecutive minutes interval due to the fault of Computer.com.

2.7 Downtime is calculated as the time from Computer.com receiving a defect report from Customer via email on non-compliance of the Services with the levels of Availability specified below until remedying of this respective defect.

Computer.com is not obliged to remedy defects caused by: (a) Customer’s equipment or software, (b) any use of the Services other than agreed with Computer.com, in particular any use in violation of the Acceptable Use Policy, (c) the Customer’s negligent or intentional actions or interventions, and/or (d) an event of Force Majeure as defined in the MSA (each such defect, an “Excluded Cause”). Further to this, interruptions to the Services in part or as a whole due to Scheduled Maintenance as defined in the MSA are not considered defects. In addition to the respective obligations under the MSA, the Parties will in good faith negotiate the timing and total annual duration of Scheduled Maintenance.

The following time periods do not count as downtime:

• non-compliance of Services with the Service Levels due to any Excluded Cause as defined above;

• time spent by Computer.com resolving reports by Customer which do not specify a defect;

• delays caused by the Customer or Customer’s employees, agents or representatives;

• suspension, interruption or termination of Services in accordance with the Agreement.

3. Availability level

3.1 Computer.com will provide the following level of Availability for virtual machines and load balancers for Core location:

Availability (in %) Total duration of downtime (in minutes per month)
99.95 % 22 min

3.2 Computer.com will provide the following level of Availability for virtual machines and load balancers for Edge location:

Availability (in %) Total duration of downtime (in minutes per month)
99.9 % 43 min, 49 sec

3.3 Computer.com will provide the following level of Availability for Bare Metal Instances, Managed Kubernetes and VPN Service:

Availability (in %) Total duration of downtime (in minutes per month)
99.9 % 43 min, 49 sec

3.4 Subject to the terms and conditions of this SLA and the MSA, Computer.com shall issue to Customer a credit for a downtime (“Service Credit”) based on the percentage availability in a given monthly billing period as follows (credit amounts expressed as a percentage of the fee for the affected portion of the Service) for virtual machines, load balancers, VMware virtual servers, Managed Kubernetes and VPN Service

Availability Service Credit
99.9% – 99.0% 5%
98.99% – 90.0% 10%
less than 90.0% 20%

3.5 Following availability levels and services credits apply specifically to Bare Metal Instances.

Hardware replacement. Computer.com will repair or replace the failed hardware components provided by Computer.com upon identification of the hardware fault by Computer.com. Hardware is defined as the hardware: (i) switches, firewalls, load balancers and servers; (ii) direct attached storage devices; (iii) network attached storage devices; and (iv) storage area networks (“SAN”). Hardware repair or replacement will begin within two hours of problem identification for switches, firewalls, load balancers, servers and direct attached storage devices, and within five hours of problem identification for network attached storage devices. For SAN hardware failures, Computer.com guarantees that we will have a technical specialist and necessary parts onsite to begin repairs within eight hours of problem identification. This commitment does not include the time required to rebuild the Customer’s system, such as the time required to configure a replacement device, rebuild a RAID array, reload the operating system, reload and configure applications, and/or restore from backup (if necessary).

If Computer.com fails to meet the required commitment for hardware replacement and the failure materially and adversely affects the Customer, then the Customer shall be entitled to a Service Credit as set forth below. Any Service Credit issued will be calculated as follows: 5% of the monthly recurring fee for the affected Bare Metal Instance per one oh of downtime, up to 100% of the monthly recurring fee for the affected component for any calendar month.

Colocation. Computer.com will ensure Colocation Availability in the form of A/C power available to the outbound port on the Customer’s serving power distribution unit (PDU) 99.9% of the time. Power includes UPSs, PDUs and cabling, but does not include the power supplies on the Customer’s servers. Colocation downtime exists when a particular server is shut down due to power problems. This Availability is calculated monthly beginning with the first full calendar month of provision of Services.

If Computer.com fails to meet the required Colocation Availability in a particular calendar month and the failure materially and adversely affects the performance of the Customer’s servers, Customer shall be entitled to a Service Credit as set forth below. Any Service Credit issued will be calculated as a percentage of the monthly recurring fee for the affected server(s) for such month and will be determined as follows:

Availability Service Credit
< 99.9% 5% per 30 minutes of Colocation Downtime

Network. Computer.com will ensure a 99% Network Availability for Customer per calendar month. “Network” means the portion of the network extending from the outbound port on the Customer’s edge device to the outbound port on the border router and includes Computer.com managed switches, routers, and cabling. “Network Availability” is defined as the ability to pass Ethernet frames traffic with less than 3% packet loss and less than 50ms latency across the specific data center network. This Availability is calculated monthly beginning with the first full calendar month of provision of Services.

If Computer.com fails to meet the required Network Availability in a particular calendar month and the failure materially and adversely affects the performance of the Customer’s server(s), Customer shall be entitled to a credit as set forth below. Any Service Credit issued for a particular calendar month will be calculated as a percentage of the actual monthly fees of the affected Hosting Service for such month and will be determined as follows:

Availability Service Credit
< 99% 5% per 30 minutes of Network Downtime

4. Service Credits

To receive Service Credit under this Services SLA, Customer must submit a request in writing via e-mail to support@computer.com The request must include Customer’s (a) company name, (b) contact name, (c) e-mail address and (d) phone number, as well as (e) the date of the suspected Downtime and (f) a reasonably detailed description of the reason for the Service Credit request. G‑Core must receive the Service Credit request within 30 Days after the suspected Downtime has occurred. The suspected Downtime must be capable of confirmation by G‑Core’s measurement tools. Any issued Service Credit shall be applied to Customer’s next applicable invoice after G‑Core initially received and reviewed the Service Credit request. Service Credits are exclusive of any Taxes charged to Customer or collected by G‑Core.

5. Miscellaneous

Service Credits shall not entitle Customer to any refund, reimbursement or other payment from G‑Core. Service Credits shall not be applied or transferred to other accounts of the Customer or of third parties. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly period is greater than twenty five euros (EUR 25.00).

Notwithstanding anything in this SLA to the contrary, total Service Credits issued to Customer in connection with any calendar month shall not exceed the base Fee paid by Customer for such month. All Service Credit is calculated on the basis of a 30-day month. To be eligible for Service Credit, Customer must follow G‑Core’s published instructions for use of Services and the MSA; improper use shall result in ineligibility. Service Credit shall not be issued if Customer is in breach of the MSA or the applicable Service Order, including breach for non-payment. Service Credit will only be issued if Customer has paid in full for Services covering the time period within which the Service Credit is requested. G‑Core reserves the right to periodically change the measurement points and methodologies it uses. This SLA sets forth Customer’s sole and exclusive remedy for a Downtime or other service outage.

(D) DDOS PROTECTION SERVICE LEVEL AGREEMENT

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Service Level Agreement with respect to Customer’s use of the DDoS protection Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and the Customer.

The SLA is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Definitions

“Base Fee” consists solely of the committed base monthly fee paid by Customer for the respective IT Security Services and excludes all other fees that might be paid by Customer including, but not limited to, charges for any type of optional additional services.

“Downtime” means a period of time within which the Computer.com’s system of protection does not filter the traffic completely from external attacks or is otherwise fully dysfunctional.

IT Security Services include one of the following services specified below. For each service the availability level and services credits are calculated separately.

BGP DDoS Mitigation Services
The BGP DDoS Mitigation Services consists of the following services delivered via the platform:

(a) Providing a BGP-based solution to Customer and delivering protection for allocated IP addresses.

(b) When Customer is under attack, Computer.com will redirect data for 256 IP addresses (also known as a /24) via the Internet, delivering data to the filtering platform.

(c) Cleaned and legitimate data will be delivered via either a Direct Connection via a Layer2 or dedicated connection with filtering platform.

DDoS and Bot protection for web applications.
The DDoS and Bot protection for web applications consists of the following services delivered via the Platform:

(a) Providing a proxy-based solution to Customer and delivering protection for their domains.

(b) Computer.com provides protected IPs for Customer’s domains.

(c) Cleaned and legitimate data will be delivered via internet to the Customer’s application.

2. Guarantee of Availability

Subject to the SLA exceptions set forth in the MSA, Computer.com provides a 99.5% uptime guarantee to Customer. Availability in this SLA is calculated based on the cumulative Downtime for a given calendar month. Subject to the terms and conditions of this SLA and the MSA, Computer.com shall issue to Customer a credit for a Downtime (“Service Credit”) based on the percentage availability in a given monthly billing period as follows (credit amounts expressed as a percentage of the fee for the affected Service

Availability Service Credit:
99.5% – 99% 5%
98.99% – 97.0% 15%
Less than 97% 35%

Downtime starts from the moment the incident ticket is opened by Computer.com. Downtime is considered to be fixed upon the moment when the ticket is closed and the respective notification is sent to the Customer.

The following time periods do not count as Downtime:

• Non-compliance of the Services with the Service Levels due to any Excluded Cause according to the MSA, available at http://computer.com/legal;
• Time spent by Computer.com resolving reports by Customer which do not specify a Defect.

3. Service Credits

To receive Service Credit under this Services SLA, Customer must submit a request in writing via e-mail to support@computer.com The request must include Customer’s (a) company name, (b) contact name, (c) e-mail address and (d) phone number, as well as (e) the date of the suspected Downtime and (f) a reasonably detailed description of the reason for the Service Credit request. Computer.com must receive the Service Credit request within 30 Days after the suspected Downtime has occurred. The suspected Downtime must be capable of confirmation by Computer.com’s measurement tools. Any issued Service Credit shall be applied to Customer’s next applicable invoice after Computer.com initially received and reviewed the Service Credit request. Service Credits are exclusive of any Taxes charged to Customer or collected by Computer.com.

4. Scheduled Maintenance

Computer.com reserves the right to perform regularly Scheduled Maintenance during the “Scheduled Maintenance Windows” in the table below or during other times subject to the MSA.

Region Daylight Savings Time/Summer Non-Daylight Savings Time/Winter
Americas 00:00 – 04:00 PST (UTC – 7) 00:00 – 04:00 PST (UTC – 8)
EMEA 00:00 – 04:00 GMT (UTC + 1) 00:00 – 04:00 GMT (UTC 0)
APAC 00:00 – 04:00 GMT (UTC + 8) 00:00 – 04:00 GMT (UTC + 8)

5. Emergency Maintenance.

Computer.com reserves the right to perform emergency maintenance from time to time. These events should not be a regular occurrence, however are required should there be a security patch, bug fix or change that is rendering any part of the Services inoperable. Each emergency maintenance window will be customized depending on the severity of the issue. Best endeavours will be used to provide the prompt notice to the Customer. Emergency maintenance will not be considered downtime for purposes of calculating the availability in the SLA.

6. Miscellaneous

Service Credits shall not entitle Customer to any refund, reimbursement or other payment from Computer.com. Service Credits shall not be applied or transferred to other accounts of the Customer or of third parties. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly period is greater than twenty five euros (EUR 25.00).

Notwithstanding anything in this SLA to the contrary, total Service Credits issued to Customer in connection with any calendar month shall not exceed the Base Fee paid by Customer for such month. All Service Credit is calculated on the basis of a 30-day month. To be eligible for Service Credit, Customer must follow Computer.com’s published instructions for use of Services and the MSA; improper use shall result in ineligibility. Service Credit shall not be issued if Customer is in breach of the MSA or the applicable Service Order, including breach for non-payment. Service Credit will only be issued if Customer has paid in full for Services covering the time period within which the Service Credit is requested. Computer.com reserves the right to periodically change the measurement points and methodologies it uses. This SLA sets forth Customer’s sole and exclusive remedy for a Downtime or other service outage.

(E) DNS SERVICE LEVEL AGREEMENT

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Service Level Agreement with respect to Customer’s use of the DNS Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and the Customer.

The SLA is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Definitions

“Base Fee” consists solely of the committed base monthly fee paid by Customer for the respective DNS Services and excludes all other fees that might be paid by Customer including, but not limited to, charges for any type of optional additional services.

“Downtime” means a period of time within which in the Computer.com’s DNS system all the running instances are unavailable or cannot be operated.

2. Guarantee of Availability

Subject to the SLA exceptions set forth in the MSA, Computer.com provides a 99.99% uptime guarantee to Customer. Availability in this SLA is calculated based on the cumulative Downtime for a given calendar month. Subject to the terms and conditions of this SLA and the MSA, Computer.com shall issue to Customer a credit for a Downtime (“Service Credit”) based on the percentage availability in a given monthly billing period as follows (credit amounts expressed as a percentage of the fee for the affected Service).

Availability Service Credit:
99.99% – 99.5% 10%
99.49% – 95.0% 25%
less than 95.0% 50%

Downtime starts from the moment the incident ticket is opened by Computer.com. Downtime is considered to be fixed upon the moment when the ticket is closed and the respective notification is sent to the Customer.

The following time periods do not count as Downtime:
• Non-compliance of the Services with the Service Levels due to any Excluded Cause according to the MSA, available at http://computer.com/legal;
• Time spent by Computer.com resolving reports by Customer which do not specify a Defect.

3. Service Credits

To receive Service Credit under this Services SLA, Customer must submit a request in writing via e-mail to support@computer.com The request must include Customer’s (a) company name, (b) contact name, (c) e-mail address and (d) phone number, as well as (e) the date of the suspected Downtime and (f) a reasonably detailed description of the reason for the Service Credit request. Computer.com must receive the Service Credit request within 30 Days after the suspected Downtime has occurred. The suspected Downtime must be capable of confirmation by Computer.com’s measurement tools. Any issued Service Credit shall be applied to Customer’s next applicable invoice after Computer.com initially received and reviewed the Service Credit request. Service Credits are exclusive of any Taxes charged to Customer or collected by Computer.com.

4. Emergency Maintenance.

Computer.com reserves the right to perform emergency maintenance from time to time. These events should not be a regular occurrence, however are required should there be a security patch, bug fix or change that is rendering any part of the Services inoperable. Each emergency maintenance window will be customized depending on the severity of the issue. Best endeavours will be used to provide the prompt notice to the Customer. Emergency maintenance will not be considered downtime for purposes of calculating the availability in the SLA.

5. Miscellaneous

Service Credits shall not entitle Customer to any refund, reimbursement or other payment from Computer.com. Service Credits shall not be applied or transferred to other accounts of the Customer or of third parties. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly period is greater than twenty five euros (EUR 25.00).

Notwithstanding anything in this SLA to the contrary, total Service Credits issued to Customer in connection with any calendar month shall not exceed the Base Fee paid by Customer for such month. All Service Credit is calculated on the basis of a 30-day month. To be eligible for Service Credit, Customer must follow Computer.com’s published instructions for use of Services and the MSA; improper use shall result in ineligibility. Service Credit shall not be issued if Customer is in breach of the MSA or the applicable Service Order, including breach for non-payment. Service Credit will only be issued if Customer has paid in full for Services covering the time period within which the Service Credit is requested. Computer.com reserves the right to periodically change the measurement points and methodologies it uses. This SLA sets forth Customer’s sole and exclusive remedy for a Downtime or other service outage.

(F) COLOCATION SERVICE LEVEL AGREEMENT

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Service Levels Agreement with respect to Customer’s use of the Colocation Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The SLA is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Reporting of Defects

Customer shall report to Computer.com any Defect as soon as possible. When reporting a Defect to Computer.com, Customer will send a Defect report (“Defect Report”) to Computer.com that includes (a) Customer name and on-site technical contact information (telephone number, e-mail address and hours of operation of the responsible Customer’s contact), (b) any available serial numbers of the defective components of the Service, (c) a reasonably detailed description of the Defect, together with any supporting information that Customer’s engineers believe will assist Computer.com in its diagnostic process (including e.g. time of first occurrence of Defect, affected systems, error messages etc.), and (d) the date and time that the Defect Report is submitted to Computer.com.

Customer may contact Computer.com for submission of Defect Reports during the following service times (“Service Times”):

24/7/365

Customer shall contact Computer.com for submission of Defect Reports during the Service Times in any case via email in order to provide Computer.com with a text version of the Defect Report. After reporting the Defect via email to Computer.com, Customer may also contact Computer.com via phone or other voice service for any follow-up queries or updates regarding the reported Defect. Computer.com’s contact details are as follows:

email: support@computer.com.lu

For the purposes of this SLA, Availability is calculated as follows, subject to specific provisions outlined further below:

Availability = img_sla1

TotalTime = the total time during the measurement period

img_sla2 = the sum of all “Downtimes” as defined below that occurred during the measurement period

Downtime is calculated as the time from Computer.com receiving a Defect Report from Customer via email on non-compliance of the Services with the Service Levels specified below and Computer.com’s subsequent confirmation of a Defect until remedying of this respective Defect.

The following time periods do not count as Downtime:
• Non-compliance of Services with the Service Levels due to any Excluded Cause according to the MSA, available at http://computer.com/legal;
• Time spent by Computer.com resolving reports by Customer which do not specify a Defect.

2. Specific Availability

A/C Power

Computer.com will ensure Availability in the form of A/C power available to the outbound port on the Customer’s serving power distribution unit (PDU) 100% of the time. Power includes UPSs, PDUs and cabling, but does not include the power supplies on the Customer’s servers. Downtime exists when a particular server is shut down due to power problems. This Availability is calculated monthly beginning with the first full calendar month of provision of Services.

If Computer.com fails to meet the required Availability in a particular calendar month and the failure materially and adversely affects the performance of the Customer’s servers, Customer shall be entitled to a Service Credit as set forth below (each a “Service Credit”). Any Service Credit issued will be calculated as a percentage of the monthly recurring fee for the affected server(s) for such month and will be determined as follows:

Availability Service Credit
< 99.9% 5% per 30 minutes of Downtime

Network

COMPUTER.COM will ensure a 99% Network Availability for Customer per calendar month. “Network” means the portion of the network extending from the outbound port on the Customer’s edge device to the outbound port on the border router and includes Computer.com managed switches, routers, and cabling. “Network Availability” is defined as the ability to pass TCP/IP traffic with less than 3% packet loss and less than 50ms latency across the specific data center network. This Availability is calculated monthly beginning with the first full calendar month of provision of Services.

If COMPUTER.COM fails to meet the required Network Availability in a particular calendar month and the failure materially and adversely affects the performance of the Customer’s server(s), Customer shall be entitled to a credit as set forth below (each an “Service Credit”). Any Service Credit issued for a particular calendar month will be calculated as a percentage of the actual monthly fees of the affected Service for such month and will be determined as follows:

Availability Service Credit
< 99.0% 5% per 30 minutes of Network Downtime

3. Service Level Measurement

Packet Loss and Network Latency are measured by sending approximately 1000 UDP-Datagrams with a length of 96 bytes every 10 minutes to designated servers located at IP Backbone core nodes, which are primary nodes in the network designated by Computer.com or Computer.com’s subcontractors. The Customer’s interface in IP Backbone routers/switches will be measured using Simple Network Management Protocol (“SNMP”). The term “UDP-Datagram” refers to the User Datagram Protocol, a connectionless transport-layer protocol in the TCP/IP protocol suite.

4. Credits

To receive Service Credits under this SLA, Customer must submit a request in writing via email to support@computer.com The request must include Customer’s (a) company name, (b) contact name, (c) email address, and (d) phone number, as well as (e) the date of the suspected Downtime and (f) a reasonably detailed description of the reason for the Service Credit request. Computer.com must receive the Service Credit request within 30 Days after the suspected Downtime has occurred. The suspected Downtime must be capable of confirmation by Computer.com’s measurement tools. Any issued Service Credit shall be applied to Customer’s next applicable invoice after Computer.com initially received and reviewed the Service Credit requests. Credits are exclusive of any Taxes charged to Customer or collected by Computer.com.

5. Miscellaneous

Service Credits shall not entitle Customer to any refund, reimbursement or other payment from Computer.com. Service Credits shall not be applied or transferred to other accounts of Customer or of third parties. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly period is greater than twenty five euros (EUR 25.00).

Notwithstanding anything in this SLA to the contrary, total Service Credits issued to Customer in connection with any calendar month shall not exceed the monthly recurring fee for the affected server(s) paid by Customer for such month. All Service Credit is calculated on the basis of a 30-day month. To be eligible for Service Credit, Customer must follow Computer.com’s published instructions for use of Services and the MSA; improper use shall result in ineligibility. Service Credit shall not be issued if Customer is in breach of the MSA or the applicable Service Order, including breach for non-payment. Service Credit will only be issued if Customer has paid in full for Services covering the time period within which the Service Credit is requested. Computer.com reserves the right to periodically change the measurement points and methodologies it uses. This SLA sets forth Customer’s sole and exclusive remedy for a Downtime or other service outage.

(G) STORAGE SERVICE LEVEL AGREEMENT

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Service Level Agreement with respect to Customer’s use of the Storage Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and the Customer.

The SLA is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. Definitions

“Error Rate” means: (i) the total number of internal server errors returned by Computer.com as error status “InternalError” or “ServiceUnavailable” divided by (ii) the total number of requests for the applicable request type during that five minute period. We will calculate the Error Rate for each account as a percentage for each five minute period in the monthly billing cycle. The calculation of the number of internal server errors will not include errors that arise directly or indirectly as a result of any of the SLA exclusions or events not to be regarded as Downtime.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the average of the Error Rates from each five minute period in the monthly billing cycle.
Storage Services include one of the following services: SFTP; S3. For each service the availability level and services credits are calculated separately.

2. Guarantee of Availability

Subject to the SLA exceptions set forth in the MSA, Computer.com provides a 99.9% uptime guarantee to Customer. Availability in this SLA is calculated based on the cumulative Downtime for a given calendar month. Subject to the terms and conditions of this SLA and the MSA, Computer.com shall issue to Customer a credit for a Downtime (“Service Credit”) based on the percentage availability in a given monthly billing period as follows (credit amounts expressed as a percentage of the fee for the affected Service).

Availability Service Credit:
Equal to or greater than 99.0% but less than 99.9% 10%
Less than 99.0% 25%

Downtime starts from the moment the incident ticket is opened by Computer.com. Downtime is considered to be fixed upon the moment when the ticket is closed and the respective notification is sent to the Customer. The following time periods do not count as Downtime:

• Non-compliance of the Services with the Service Levels due to any Excluded Cause according to the MSA, available at http://computer.com/legal;
• Time spent by Computer.com resolving reports by Customer which do not specify a Defect.

3. Service Credits

To receive Service Credit under this Services SLA, Customer must submit a request in writing via e-mail to support@computer.com The request must include Customer’s (a) company name, (b) contact name, (c) e-mail address and (d) phone number, as well as (e) the date of the suspected Downtime and (f) a reasonably detailed description of the reason for the Service Credit request. Computer.com must receive the Service Credit request within 30 Days after the suspected Downtime has occurred. The suspected Downtime must be capable of confirmation by Computer.com’s measurement tools. Any issued Service Credit shall be applied to Customer’s next applicable invoice after Computer.com initially received and reviewed the Service Credit request. Service Credits are exclusive of any Taxes charged to Customer or collected by Computer.com.

4. Scheduled Maintenance

Computer.com reserves the right to perform Scheduled Maintenance subject to the MSA.

5. Emergency Maintenance

Computer.com reserves the right to perform emergency maintenance from time to time. These events should not be a regular occurrence, however are required should there be a security patch, bug fix or change that is rendering any part of the Services inoperable. Each emergency maintenance window will be customized depending on the severity of the issue. Best endeavours will be used to provide the prompt notice to the Customer. Emergency maintenance will not be considered downtime for purposes of calculating the availability in the SLA.

6. Miscellaneous

Service Credits shall not entitle Customer to any refund, reimbursement or other payment from Computer.com. Service Credits shall not be applied or transferred to other accounts of the Customer or of third parties. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly period is greater than twenty five euros (EUR 25.00).

Notwithstanding anything in this SLA to the contrary, total Service Credits issued to Customer in connection with any calendar month shall not exceed the Base Fee paid by Customer for such month. All Service Credit is calculated on the basis of a 30-day month. To be eligible for Service Credit, Customer must follow Computer.com’s published instructions for use of Services and the MSA; improper use shall result in ineligibility. Service Credit shall not be issued if Customer is in breach of the MSA or the applicable Service Order, including breach for non-payment. Service Credit will only be issued if Customer has paid in full for Services covering the time period within which the Service Credit is requested. Computer.com reserves the right to periodically change the measurement points and methodologies it uses. This SLA sets forth Customer’s sole and exclusive remedy for a Downtime or other service outage.

Acceptable Use Policy

Last updated: June 29, 2023

G-Core Labs S.A. (“Computer.com”) and the Customer of Computer.com (“Customer”) will comply with the following Acceptable Use Policy (“AUP”) with respect to Customer’s use of the Services provided by Computer.com pursuant to the Computer.com Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Computer.com and Customer.

The AUP is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.

1. General

1.1 Customer is expected to use the Services in accordance with reasonable industry standards and shall be responsible for its use of the Services as well as the activities of its subscribers, end users or customers. Customer agrees and acknowledges that the violation of this AUP by Customer’s subscribers, end-users or customers shall be deemed to be a violation by Customer of the AUP. Customer is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Customer. Nothing in this AUP obligates Computer.com to monitor, edit or censor Customer’s use of the Services and/or such respective content.

1.2 Computer.com makes no guarantee regarding, and assumes no liability for, the security and integrity of any data or information Customer transmits via the Services or over the Internet.

1.3 These AUP contain provisions on Customer’s obligations to Computer.com as (i) the provider of Services, (ii) the owner of equipment, or (iii) otherwise responsible for any property, subject-matters, actions or omissions relating to the Services. These obligations of Customer also extend to, as the case may be, Computer.com’s Affiliates or subcontractors. However, Computer.com shall serve as Customer’s point of contact for matters related to the Services. All Services provided through an Affiliate and/or subcontractor shall be subject to, and governed by, these AUP as if such Services were furnished directly by Computer.com.

1.4 Computer.com will use reasonable efforts to notify Customer of any violations of the AUP and to give Customer an opportunity to correct any violations before taking action, provided that Computer.com shall reserve the right to suspend or block Services in cases where Computer.com believes that Computer.com’s property or the property of other parties, Computer.com’s reputation or the integrity of its network is threatened by Customer’s violation of the AUP, including, but not limited to, cases where Customer’s violation of this AUP involves illegal activities, or cases where Customer is unavailable or there have been repeated violations of the AUP involving unsolicited commercial e-mail (“UCE”)/SPAM, mail relaying, alteration of IP address information, or denial of service attacks.

2. Limitations of use of the Services

Customer is not allowed to:

(a) Use any Service in a manner that violates any applicable law, statute, ordinance or regulation;

(b) Use any Service in a manner that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

(c) Use any Service to commit any act that is defamatory, discriminatory, libelous, false, fraudulent, misleading, deceptive, threatening, harassing, or obscene; use any Service to host, distribute, upload, post, transmit, disseminate, or otherwise make available information which involves excessive violence or threat or incitement of violence, sexually explicit or morally repugnant content, illegal gambling, illegal drugs, arms trafficking, or terrorism.

(d) Use the Services to distribute unsolicited emails, chain letters, mailbombs or SPAM (including in particular unsolicited bulk e-mail (“UBE”) and/or UCE);

(e) Use the Service in a manner that interferes with, disrupts, or causes an excessive or disproportionate load on the infrastructure of Computer.com, Computer.com’s Affiliates or subcontractors;

(f) Use the Services to commit, or attempt to commit, acts of non-authorized relays through any third party system, or otherwise violate the acceptable use policies of any network, hardware or services provider accessed through Computer.com’s network;

(g) Use the Services to forge electronic mail (including the use of fraudulent “from addresses”) or to overburden a recipient or computer system by sending mass amounts of electronic mail or data with the intent to disable the recipient system or provoke a denial of service;

(h) Operate open relay/unsecure mail servers which provide SMTP functionality to third parties;

(i) Host or be involved with web sites and services sending or transmitting SPAM;

(j) Use the Services to distribute viruses, Trojan horses, worms or other similar harmful or deleterious programming routines (including portscanning);

(k) Use the Services in an effort to gain unauthorized access to, or attempt to interfere with or compromise the normal functioning, operation, or security of any network, system, account, computing facility, equipment, data, or information, or to use the Service to engage in any activities that may interfere with the ability of others to access or use the Service or the Internet;

(l) Use the Services to “mine” bitcoins and other cryptocurrencies;

(m) Use the Services in a way that creates a risk to an individual’s safety or health, public safety, or interferes with activities of law enforcement bodies.

Privacy Policy

Last updated: July 27, 2023

Data Controller
G-Core Labs S.A. is the data controller.
Headquarters:
2-4, Rue Edmond Reuter, L-5326 Contern, Luxembourg

Data Protection Officer (DPO)
Computer.com has appointed a Data Protection Officer (DPO). MGSI sarl has been mandated in this function. Its headquarters are located in Luxembourg, Wintrange, 52a route du vin, L-5495. You can reach the DPO at privacy@computer.comlabs.com

G-Core Labs S.A. (”we” or “Computer.com” ) is committed to protecting and respecting your privacy. This Privacy Policy applies to all users Computer.com’s website and other resources. This includes individuals, businesses, and organizations, who visit our website or engage with our platform in any way. Our Privacy Policy governs privacy issues regarding your use of our website, including the collection and processing of your personal information. It outlines how we collect, use, disclose, and protect your information when you interact with our website or provide information through alternative means.

However, for data protection issues specifically related to the performance of contracts for Computer.com’s services, please refer to our Data Processing Agreement. The Data Processing Agreement addresses the obligations and responsibilities regarding the processing of personal data in the context of our services and products.

1. Information We Collect from You

We may collect and process the following personal data about you:

Information you give us. This is information about you that you give us by filling in forms on computer.com and other Computer.com websites, or by concluding a contract with us or by corresponding with us by phone, e-mail or otherwise. It includes information you provide when you register to use our site, subscribe to our service, use our services, search for a product, place an order on our site, enter a competition, promotion or survey, and when you report a problem with our site. The information you give us may include your name, address, email address and phone number, financial information, personal description and photograph, as well corporate information.

Information we collect about you. With regard to your visits to our site we will collect the following information, by means of cookies or similar technologies:
• technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
• information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our site (including date and time), products you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, and any phone number used to call our customer service number.

Information we receive from other sources. This is information we receive about you if you use any of the other websites we operate or the other services we provide. We are working closely with third parties (including, for example, business partners, subcontractors in technical, payment and delivery services, analytics providers, etc.). We will notify you when we receive information about you from them and the purposes for which we intend to use that information.

2. Cookies

We use cookies on our website to enhance your browsing experience. The types of cookies we use and the information collected through cookies are described in our separate Cookies Policy. By continuing to use our website, you consent to the use of cookies as described in our Cookies Policy. Please review our Cookies Policy for more details on how we use cookies and how you can manage your cookie preferences.

3. Uses Made of the Information

We use information held about you in the following ways:

Information you give to us. We will use this information:
• to respond to your requests, provide you with the information you inquire, and communicate with you about our products and services;
• to comply with laws and regulations, we collect personal information for Know Your Customer (KYC) purposes;
• to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services that you request from us;
• to manage our relationship with our customers which includes processing information for the purposes of customer administration, analysis and reporting on the basis of our legitimate interest to build and maintain strong customer relationships;
• to incorporate your information in our databases for the purposes verification of customer identity and solvency, fraud detection and prevention on the basis of our legitimate interest to ensure that we only contract with trustworthy customers and/or legal obligations;
• to send you updates, promotional materials, and other relevant communications, if you sign up for our newsletter;
• to provide you with information about other services or products we offer that are similar to those that you have already purchased or enquired about on the basis of our legitimate interest to market our products and services;
• to provide you, or permit selected third parties to provide you, with information about services or products we feel may interest you. If you are an existing customer, we will only contact you by electronic means with information about services or products similar to those which were the subject of a previous sale or negotiations of a sale to you. If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this;
• to notify you about changes to our service on the basis of our legitimate interest to ensure a good client relationship or where necessary in the context of a contract entered into between you and us;
• to ensure that content from our site is presented in the most effective manner for you and for your computer on the basis of our legitimate interest to provide users with a positive user experience.

Information we collect about you. We will use this information:
• to administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
• to improve our site to ensure that content is presented in the most effective manner for you and for your computer;
• to allow you to participate in interactive features of our service, when you choose, and therefore consent, to do so;
• as part of our efforts to keep our site safe and secure;
• to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;
• to make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.

Where required we will obtain your consent for the abovementioned purposes. Otherwise, the use of your information for the abovementioned purposes is based on our legitimate interest to ensure the good performance of our site and to display advertising.

Information we receive from other sources. We may combine this information with information you give to us and information we collect about you. We will use this information and the combined information for the purposes set out above (depending on the types of information we receive).

4. Disclosure of Your Information

You acknowledge that we may share your personal information, for the abovementioned purposes, with any member of our group, which means our subsidiaries, our holding company, its subsidiaries, and other affiliates.

In certain cases we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our Master Services Agreement, available at https://computer.com/legal, or to protect the rights, property and safety of Computer.com, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction. We will not sell, purchase, provide, exchange or in any other manner disclose your account or transaction data, or personal information about you as a cardholder to anyone, except, the payment intermediaries, for instance, acquirer and Visa/Mastercard Corporations. We may use SSL and other security measures to protect such information.

5. Where We Store Your Personal Data

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (”EEA”) in the context of the processing activities described above. It will also be processed by staff operating outside the EEA who work for us or for one of our suppliers. We have staff located outside the EEA in the following offices of Computer.com per the list. The staff includes personnel engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you acknowledge that your personal data may be transferred outside of the EEA. Computer.com will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy. Furthermore, where required, Computer.com will put in place appropriate safeguards such as data transfer agreements based on the EU Standard Contractual Clauses. For further information or to obtain a copy of the EU SCC, please contact Computer.com at privacy@computer.comlabs.com.

6. Your Rights

You have the right (i) to obtain confirmation whether we hold your personal data and the right to access those data; (ii) to request correction of inaccurate personal data; (iii) under the conditions provided in the General Data Protection Regulation, to ask for deletion of your personal data, to request the restriction of the processing of your personal data and to portability.

You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at privacy@computer.comlabs.com. Where processing is based on consent, you have the right to withdraw your consent.

You also have the right to lodge a complaint with the competent data protection authority.

Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

7. How Long We Keep Your Data

We keep personal data of our customers for the term of the customer relationship and an additional period which depends on the applicable statutory retention and limitation periods. Other personal data is kept for the term necessary to achieve the purpose for which the personal data was collected. For more information with regard to the retention of your data, please contact us at the email address given below.

8. Changes to Our Privacy Policy

From time to time this Privacy Policy can be modified by Computer.com. Such modifications will not apply retroactively.

9. Contact

Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to privacy@computer.com

Copyright Policy

Last updated: June  29, 2023

1. Reporting Claims of Copyright Infringement

We take claims of copyright or other intellectual property infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible through our services infringe your copyright, you may request removal of those materials (or access to them) by submitting written notification to the address designated below. For the ease of reference, “copyrights infringement” for the purposes of this document also means violations of other Intellectual Property Rights.

Your written notice must include substantially the following:

Your physical or electronic signature.

Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works.

Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the written notice is accurate.

A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Notices should be sent to:

Computer.Com Labs S.A.

2-4, rue Edmond Reuter, L-5326 Contern, Luxembourg L-1246, Luxembourg,

or to abuse@computer.com

If you fail to comply with all of the requirements your notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees).

2. Counter-Notification Procedures

If you believe that material you posted though our services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (“Counter-Notice”) by submitting written notification to our copyright agent (identified below). The Counter-Notice must include substantially the following:

Your physical or electronic signature.

An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

A statement that you will consent to the jurisdiction of the competent court of Luxembourg for the judicial district in which your address is located, or if your address is outside of Luxembourg, the judicial district in which Computer.Com Labs S.A. is located, and will accept service of process from the claimant.

Completed Counter-Notices should be sent to:

Computer.Com Labs S.A.

2-4, rue Edmond Reuter, L-5326 Contern, Luxembourg L-1246, Luxembourg,

or to abuse@computer.com

Please be aware that if you knowingly materially misrepresent that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees).

Online Payment, Return & Refund Policy

Last updated: January 19, 2022

Thank you for choosing the services of Computer.com.

Our fees will be invoiced to you with electronic billing descriptor computer.com.com

Notice to users from the European Union, who are subject to Consumer Rights Directive, only:

If you are not entirely satisfied with your purchase and are a consumer in the meaning of the Consumer Rights Directive 2011/83/EU, you have fourteen (14) calendar days to withdraw from the contract you have entered into with Computer.com. The withdrawal period will start on the day of the conclusion of the contract. If the last day of the period of fourteen (14) days is a Sunday or a public holiday, the next business day shall be considered the effective last day to withdraw.

Computer.com will refund the amounts paid by you, without prejudice to your obligation to provide restitution for services requested and already performed and/or supplied by Computer.com, for the period prior to the withdrawal. The amount of the refund will be reduced in proportion to what has been supplied by Computer.com, in comparison with the full coverage of the contract.

We will make commercially reasonable efforts to refund through your original method of payment or otherwise will work out a reasonable alternative.

Questions, comments and requests regarding this policy and payments are welcomed and should be addressed to support@computer.com.com or by post to 2-4, rue Edmond Reuter, L-5326 Contern, Luxembourg.

Candidate privacy notice

Last updated: May 02, 2018

WHAT IS THE PURPOSE OF THIS DOCUMENT?

G-Core Labs S.A. is a “data controller”. This means that we are responsible for deciding how we hold and use personal information about you. You are being sent a copy of this privacy notice because you are applying for work with us (whether as an employee, worker or contractor). It makes you aware of how and why your personal data will be used, namely for the purposes of the recruitment exercise, and how long it will usually be retained for. It provides you with certain information that must be provided under the General Data Protection Regulation ((EU) 2016/679) (GDPR).

DATA PROTECTION PRINCIPLES

We will comply with data protection law and principles, which means that your data will be:

• Used lawfully, fairly and in a transparent way.

• Collected only for valid purposes that we have clearly explained to you and not used in any way that is incompatible with those purposes.

• Relevant to the purposes we have told you about and limited only to those purposes.

• Accurate and kept up to date.

• Kept only as long as necessary for the purposes we have told you about.

• Kept securely.

THE KIND OF INFORMATION WE HOLD ABOUT YOU

In connection with your application for work with us, we will collect, store, and use the following categories of personal information about you:

• The information you have provided to us in website job application form, your curriculum vitae and covering letter.

• The information you have provided on our application form, including name, title, address, telephone number, personal email address, date of birth, gender, employment history, qualifications.

• Any information you provide to us during an interview.

HOW IS YOUR PERSONAL INFORMATION COLLECTED?

We collect personal information about candidates from the following sources:

• You, the candidate.

• Search consultancies, recruitment agencies or background checking agencies, from which we collect the following categories of data: contact details, curriculum vitae and cover letter

• Your named referees

HOW WE WILL USE INFORMATION ABOUT YOU

We will use the personal information we collect about you to:

• Assess your skills, qualifications, and suitability for the work or role.

• Carry out background and reference checks, where applicable.

• Communicate with you about the recruitment process.

• Keep records related to our hiring processes.

• Comply with legal or regulatory requirements.

It is in our legitimate interests to decide whether to appoint you to work since it would be beneficial to our business to appoint someone to that role or work.

We also need to process your personal information to decide whether to enter into a contract with you.

Having received your CV and covering letter or your application form, we will then process that information to decide whether you meet the basic requirements to be shortlisted for the role. If you do, we will decide whether your application is strong enough to invite you for an interview. If we decide to call you for an interview, we will use the information you provide to us at the interview to decide whether to offer you the role or work. If we decide to offer you the role or work, we will then take up references and background check before confirming your appointment.

If you fail to provide personal information

If you fail to provide information when requested, which is necessary for us to consider your application (such as evidence of qualifications or work history), we will not be able to process your application successfully. For example, if we require a credit check or references for this role and you fail to provide us with relevant details, we will not be able to take your application further.

HOW WE USE PARTICULARLY SENSITIVE PERSONAL INFORMATION

We will use your particularly sensitive personal information in the following ways:

• We will use information about your disability status to consider whether we need to provide appropriate adjustments during the recruitment process, for example whether adjustments need to be made during a test or interview.

INFORMATION ABOUT CRIMINAL CONVICTIONS

We do not envisage that we will process information about criminal convictions.

AUTOMATED DECISION-MAKING

You will not be subject to decisions that will have a significant impact on you based solely on automated decision-making.

DATA SHARING

Why might you share my personal information with third parties?

We will only share your personal information with the following third parties for the purposes of processing your application: a search consultancy, recruitment agency or background checking agency. All our third-party service providers and other entities in the group are required to take appropriate security measures to protect your personal information in line with our policies. We do not allow our third-party service providers to use your personal data for their own purposes. We only permit them to process your personal data for specified purposes and in accordance with our instructions.

DATA SECURITY

We have put in place appropriate security measures to prevent your personal information from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal information to those employees, agents, contractors and other third parties who have a business need-to-know. They will only process your personal information on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected data security breach and will notify you and any applicable regulator of a suspected breach where we are legally required to do so.

DATA RETENTION

How long will you use my information for?

We will retain your personal information for a period of five years after we have communicated to you our decision about whether to appoint you to role or work. We retain your personal information for that period so that we can show, in the event of a legal claim, that we have not discriminated against candidates on prohibited grounds and that we have conducted the recruitment exercise in a fair and transparent way. After this period, we will securely destroy your personal information in accordance with applicable laws and regulations.

RIGHTS OF ACCESS, CORRECTION, ERASURE, AND RESTRICTION

Your rights in connection with personal information

Under certain circumstances, by law you have the right to:

• Request access to your personal information (commonly known as a “data subject access request”). This enables you to receive a copy of the personal information we hold about you and to check that we are lawfully processing it.

• Request correction of the personal information that we hold about you. This enables you to have any incomplete or inaccurate information we hold about you corrected.

• Request erasure of your personal information. This enables you to ask us to delete or remove personal information where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal information where you have exercised your right to object to processing (see below).

• Object to processing of your personal information where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground. You also have the right to object where we are processing your personal information for direct marketing purposes.

• Request the restriction of processing of your personal information. This enables you to ask us to suspend the processing of personal information about you, for example if you want us to establish its accuracy or the reason for processing it.

• Request the transfer of your personal information to another party.

If you want to review, verify, correct or request erasure of your personal information, object to the processing of your personal data, or request that we transfer a copy of your personal information to another party, please contact us via privacy@computer.com in writing.

RIGHT TO WITHDRAW CONSENT

When you applied for this role, you provided consent to us processing your personal information for the purposes of the recruitment exercise. You have the right to withdraw your consent for processing for that purpose at any time. To withdraw your consent, please contact privacy@computer.com. Once we have received notification that you have withdrawn your consent, we will no longer process your application and, subject to our retention policy, we will dispose of your personal data securely.

Reseller Terms

Last updated: January 19, 2022

THE TERMS AND CONDITIONS SET BELOW APPLY TO RESELLER ACCOUNTS IN COMPUTER.COM’S SYSTEMS. SPECIFIC SETTINGS MAY BE SELECTED IN THE RESELLER’S ACCOUNT. THE DEFAULT ORDER FORM APPLIES, UNLESS OTHERWISE AGREED OR SELECTED IN THE RESELLER’S ACCOUNT SETTINGS. DEFAULT ORDER FORM RESELLER TERMS:

1. Territory: worldwide

2. White label license

3. Customer support

Level 1 support for the Reseller’s customers will be provided by:

Reseller’s L1 support team

4. Training

Product tour and trouble-shooting guides included for a fee.

5. Monitoring

Computer.com’ L1 monitors and notifies clients on:

Origin unavailability (5хх codes from the origin)
Recommendations to change the current settings to improve productivity
Storage low disk space

The Order form is subject to the Reseller Agreement per below.

RESELLER AGREEMENT

Computer.com and Reseller shall individually be referred to as a “Party” and collectively as the “Parties”.

Article 1 – Object of this Agreement

1.1 Subject to the terms of this Agreement, Computer.com hereby authorizes Reseller who accepts to serve as a non-exclusive independent contractor to sell to end customers (“Customers”) established in the territory mentioned in the Reseller Order Form (the “Territory”) Computer.com’s services and products as described in the Reseller Order Form under the Computer.com brand name(s) and/or under the brand name of the Reseller, as specified there (collectively the “Services”).

1.2 To the extent that Reseller will be selling the Services under its own brand name (“White Label Arrangement”), Computer.com thereto grants a non-exclusive and non-transferable licence to market, demonstrate, sub-licence, rebrand and alter the platform of Computer.com, including the right to offer first line customer support.

1.3 Reseller accepts such appointment and represents to Computer.com that it has all licenses, consents, approvals, authorizations, qualifications and registrations necessary to conduct its business and to sell the Services to Customers in the Territory pursuant to the terms of this Agreement, and that it is not prohibited in any way from entering into or performing this Agreement by any other agreement, commitment, law, or regulation. Furthermore, Reseller accepts being bound by Computer.coms legal terms as available on https://computer.com.lu/legal/ and as may updated from time to time.
1.4 The Parties expressly agree that Reseller will contract with each Customer in its own name and on its own behalf and shall obtain each Customer’s written agreement to Computer.com’s legal terms as available on https://computer.com.lu/legal/ as may be updated from time to time. In the case of a White Label Arrangement, Reseller shall only provide its own terms to the Customers, it being understood that these shall be in line with Computer.com’s legal terms as available on https://computer.com.lu/legal/ as may be updated from time to time.

1.5 Reseller accepts that Computer.com has the right, at all times to change, reduce or expand the list, range or portfolio of Services and/or to replace previous versions of a Service with a newer version of that Service, upon communication of the same to Reseller, without this creating any right on behalf of Reseller or any liability on behalf of Computer.com.

Article 2 – Duration

This Agreement shall commence on the date of signature by the last signing Party (the “Effective Date”) and shall, subject to the provision of article 8 (Termination), continue in effect for an initial fixed period of one (1) year. Unless terminated by either Party upon a prior written notice, sent by registered mail to the other Party, of one (1) month prior to the expiry of this initial fixed period or of the then current term (the notice period starting on the first day of the month following the date of delivery of the termination notice in accordance with article 12.1), this Agreement shall be automatically renewed for successive periods of one (1) year.

Article 3 – Obligations of Reseller

3.1 Reseller shall apply his best efforts to promote, at its expense, and sell the Services to Customers in the Territory.

3.2 The Parties may agree in the Reseller Order Form on who is responsible for first line customer support. Unless agreed otherwise, such responsibilities and related expenses shall be borne by Reseller.

3.3 Reseller shall make no representations concerning the functionality or performance of the Services, except as set forth in Computer.com’s legal terms as available on https://computer.com.lu/legal/ and as may be updated from time to time.

3.4 Furthermore, Reseller:

a) represents and warrants that it shall comply with all laws and regulations to which it is subject (including VAT, tax and social security obligations) and including laws and regulations relating to the promotion and marketing of the Services within the Territory and, in general, represent the Services fairly and avoid misleading or unethical business practices. Reseller shall indemnify Computer.com in the event of a claim, if any, against Computer.com or having a negative impact on Computer.com’s reputation due to a failure by Reseller (or its sub-Resellers or other intermediary persons) of these obligations;

b) agrees that it shall have no authority to bind Computer.com to any agreement and to make any representation or offer any guarantees concerning the Services or their delivery other than those expressly authorised by Computer.com in writing or mentioned in Computer.com’s legal terms as available on https://computer.com.lu/legal/ and as may be updated from time to time. All Services shall be provided by Computer.com solely pursuant to written agreements executed by the Reseller and Computer.com;

c) agrees that it assumes the sole responsibility for the selection and recommendation of Services to achieve the desired results and business purposes of the Customer;

d) represents and warrants that it shall conduct its business in accordance with proper business standards, in good faith and not commit any act which would adversely reflect upon Computer.com or it Services, business, integrity or reputation; and

e) represents and warrants that it shall promptly refer to Computer.com all enquiries for the purchase of Services received from Customers inside or outside the Territory but relating to sale outside the Territory.

Article 4 – Pricing and purchase terms

4.1 Reseller shall establish the prices it charges to Customers within the Territory for the Services (“Resale Price(s)”).

4.2 Computer.com may decide to establish suggested Resale Prices from time to time; such suggested Resale Prices are however in no way binding on Reseller.

4.3 The Services delivered by Computer.com to Reseller for the purpose of selling such Services to Customers within the Territory shall be charged by Computer.com to Reseller on a monthly basis in accordance with the purchase prices (“Purchase Price(s)”) and terms set out in the Reseller Order Form and this irrespective of the fact whether or not Reseller was timely and fully paid the Resale Price(s) by the concerned Customer(s). Unless agreed otherwise between the Parties or mentioned otherwise on the concerned invoice, the payment term of such invoices issued by Computer.com to Reseller is thirty (30) days as from the date of notification of the invoice.

4.4 The Purchase Price(s) and terms set out in the Reseller Order Form be changed from time to time provided Reseller is given thirty (30) days advance notice to this effect.

4.5 The Parties agree that timely payment by Reseller of invoices relating to the Services is essential to the continuation of the Agreement, and in addition to and without prejudice to the accrual of late payment interests at the legal rate applicable in commercial transactions, non- payment or late payment by Reseller shall constitute a material breach of this Agreement within the meaning of article 8.2.

4.6 For the avoidance of doubt, unless expressly agreed upon between the Parties, Reseller shall not be entitled to any reimbursement of expenses and costs (e.g. for marketing purposes).

4.7 Computer.com shall sell the Services to Reseller subject to availability. Computer.com is entitled to refuse, for any justified reason, including previous lack of payment by Reseller, any order placed by Reseller.

Article 5 – Confidential Information

5.1 Reseller shall for the duration of this Agreement as well as at any time thereafter keep confidential any information regarding Computer.com and/or the activities of Computer.com, which he may have received or obtained in the framework of this Agreement, including without limitation technical and commercial information, customer lists, production, marketing and sales specifications (“Confidential Information”) and shall not disclose it to any other third party without Computer.com’s prior written consent, unless such disclosure is required under applicable law or by order of a competent court or authority.

5.2 Reseller shall only disclose Confidential Information to his sub-Resellers or other intermediary persons when strictly necessary for performance of this Agreement and shall ensure that such persons abide such confidentiality obligation.

5.3 Upon termination or expiration of this Agreement for any reason whatsoever, Reseller shall immediately return to Computer.com all documents and data containing Confidential Information as well as copies of such documents and data which may be in the possession of or under the control of Reseller, and shall undertake to do everything to assist Computer.com to recover all documents and data which may be beyond his control.

Article 6 – Intellectual Property Rights

6.1 For the purposes of this Agreement “Intellectual Property Rights” means any and all patents, trademarks, service marks, design rights, trade, business or domain names, goodwill associated with the foregoing, copyright (including rights in computer software and databases), topography rights (in each case whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, know how, trade secrets and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world.

6.2 Reseller agrees that all Intellectual Property Rights in or relating to the Services are and shall remain at all times the exclusive property of Computer.com and/or its affiliates or the respective owners of such Intellectual Property Rights as may be indicated by Computer.com. Any use by Reseller of any such Intellectual Property Rights in or relating to the Services, whether in connection with Reseller’s trade name, corporate name or otherwise, requires the prior consent of Computer.com.

6.3 Reseller shall not alter, remove or tamper with the marks, trademarks or any other Intellectual Property Rights, numbers or other means of identification on the Services, unless in the case of a White Label Arrangement.

Article 7 – Data Protection

7.1 Without prejudice to article 3.4a), Reseller shall comply with applicable Data Protection Laws governing the collection, processing and transfer of personal data as that term is defined in the applicable Data Protection Laws. For purposes of this Agreement “Data Protection Laws” shall include, only to the extent they are applicable in the Territory, (i) Directive 95/46/EC of the European Parliament and the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “Directive”); (ii) as from 25 May 2018: Regulation 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “Regulation”); iii) any implementing, derivative or related legislation of any member state in the European Economic Area of the Directive or the Regulation; or (iv) any other law whatsoever in the Territory relating to the processing of personal data and privacy.

7.2 In the performance of its obligations under this Agreement, Reseller shall (i) not take any actions prohibited by the Data Protection Laws or cause Computer.com to be in violation of the Data Protection Laws; (ii) not carry out the processing of personal data except in compliance with applicable Data Protection Laws; (iii) implement technical and organizational security measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access and/or transfer and against all other forms of processing that are unlawful or inconsistent with the purposes for which the personal data has been collected; and (iv) take all steps necessary to ensure that any agents, employees, consultants and other third parties affiliated or retained by Reseller comply with their obligations under the Data Protection Laws.

7.3 Reseller agrees to promptly notify Computer.com of any requests by a regulatory authority or of any individual whose personal data are collected, processed or transferred under this Agreement to Computer.com or of any notice of breach or potential breach of any applicable Data Protection Laws.

7.4 In the case of a White Label Arrangement, Reseller shall assure that its terms towards the Customers covers the sub-contracting of the Services to providers such as Computer.com.

Article 8 – Termination

8.1 Either Party has the right to terminate this Agreement upon one (1) month prior written notice, sent by registered mail to the other Party.

8.2 Notwithstanding any provisions to the contrary in this Agreement, Computer.com has the right to terminate this Agreement in writing per registered mail, effective immediately, at any time and without prior notice period or compensation in lieu thereof to Reseller, in the event of exceptional circumstances rendering further professional cooperation between Computer.com and Reseller irrevocably impossible or in case of a material breach (“manquement grave”) by Reseller of its obligations under this Agreement.

8.3 Parties agree that such exceptional circumstances or such a material breach can be, without being limited thereto:

a) an act committed by Reseller including dishonesty, disloyalty or fraud with respect to Computer.com, its business or the Services, or gross negligence or wilful misconduct or breach by Reseller in the performance of its obligations under this Agreement; wilful misconduct or breach shall be deemed to exist when Computer.com has given Reseller prior written notice of the misconduct or the breach and of its intention to terminate on this basis and Reseller has not changed that conduct or cured such breach to Computer.com’s full satisfaction within ten (10) days following such notice; and

b) in the event that Reseller is a natural person: the death of Reseller.

Article 9 – Consequences of termination

9.1 Upon the termination or expiration of this Agreement, for any reason whatsoever, in accordance with the provisions of this Agreement, at the moment of effective termination or expiration:

a) Reseller shall promptly cease to act as a reseller for the Services and promptly halt the use of any Intellectual Property Rights relating to the Services;

b) neither Party shall be held liable, without prejudice to any binding provisions of applicable law, to the other Party for any indirect damages, compensation or indemnification, including without limitation those based on lost profits, expenses incurred, investments made or lost, obligations entered into, or any other mechanism or calculation;

c) without prejudice to a) and to the maximum extent permitted by applicable law, the total liability of Computer.com, in contract, tort (including negligence) or otherwise, arising out of or in any way related to this Agreement shall be limited to the amount of Purchase Price(s) due to Computer.com by Reseller for the two (2) months preceding the event giving rise to such liability;

d) every obligation and liability of either Party to the other Party incurred up to the moment of effective expiration or termination, including the obligation of Reseller to pay the Purchase Price(s) to Computer.com in accordance with article 4.3, shall continue and remain in existence until paid or settled; and

e) Reseller shall promptly return to Computer.com the documents and data mentioned in article 5.3, as well as any other equipment or materials put at his disposal by Computer.com.

Article 10 – Non-sollicitation

10.1 For the duration of this Agreement and for a period of twenty four (24) months following its termination or expiration for any reason whatsoever, Reseller shall not directly or indirectly solicit customers of Computer.com and its affiliates. In the case of violation by Reseller of this non-solicitation obligation of article 10.1, Reseller shall be liable to payment of lump sum damages equal to the amount of USD 50,000 (fifty thousand), without prejudice however to Computer.com’s right to claim additional damages upon proof of the existence and amount of such additional damages.

10.2 For the duration of this Agreement and for a period of twenty four (24) months following its termination or expiration for any reason whatsoever, Reseller shall not directly or indirectly solicit employees of Computer.com and its affiliates. In the case of violation by Reseller of this non-solicitation obligation of article 10.2, Reseller shall be liable to payment of lump sum damages equal to the amount of USD 50,000 (fifty thousand), without prejudice however to Computer.com’s right to claim additional damages upon proof of the existence and amount of such additional damages.

Article 11 – Relationship between the Parties

Reseller’s relationship with Computer.com is that of an independent contractor and none of the provisions of this Agreement can be interpreted to mean that the Parties have agreed to form a company, an association or a joint venture or so as to render Reseller an employee or commercial agent of Computer.com.

Article 12 – Miscellaneous

12.1 All notices and other communications provided for hereunder shall be in English and in writing, delivered by hand or by registered or certified mail (return receipt requested) and delivered or addressed to the addressee at its address below (or any other address it may subsequently notify in writing to the other Party): if to Computer.com, to: Address: 2-4, rue Edmond Reuter, L-5326 Contern, Luxembourg Attention: CEO & Legal department if to Reseller, to: address indicated in the Reseller Order Form The date on which a notice shall be deemed validly given shall be the date of its receipt by the addressee, i.e. the date appearing on the acknowledgment or refusal of receipt or the addressee’s countersignature.

12.2 Reseller acknowledges and accepts that the services to be rendered by Reseller are unique and personal (“intuitu personae”). Accordingly the Reseller may not assign this Agreement or any of its rights or obligations thereunder to any third party without the prior written consent of Computer.com. Computer.com is free to assign this Agreement or any of its rights or obligations thereunder to any third party. The rights and obligations of Computer.com under this Agreement shall inure to the benefit of and shall be binding upon the successors and such assigns of Computer.com.

12.3 No amendment or waiver of any provision of this Agreement, nor consent to or departure by either Party therefrom, nor any subsidiary agreement relating to the subject matter of this Agreement, shall in any event be valid unless it is in writing and signed by or on behalf of both Parties.

12.4 Each Party of behalf of itself acknowledges and agrees with the other Party that this Agreement, together with any documents referred to in it, constitutes the entire agreement and understanding between the Parties, superseding any prior agreement, whether written or oral, with respect to the same subject matter.

12.5 Whenever possible, the provisions of this Agreement shall be interpreted so as to be valid and enforceable under the applicable law. However, if one or more provisions of this Agreement is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of this Agreement shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provisions.

12.6 Article 4 (Pricing), article 5 (Confidential Information), article 9 (Consequences of termination) and article 10 (Non-compete and non-solicitation) shall survive and continue in full force and effect in accordance with their terms notwithstanding the expiration or termination of this Agreement, for any reason whatsoever.

Article 13 – Governing Law and Jurisdiction

13.1 The present Agreement shall be governed, interpreted and performed by and in accordance with the laws in force in the Grand-Duchy of Luxembourg.

13.2 The Parties agree and undertake to seek an amicable solution to any claim or dispute that may arise between them in connection with this Agreement before filing an arbitration claim. Any such claims or disputes which have not been settled within sixty (60) days as from the launch date of the concerned amicable settlement discussions, or within any other longer time period the Parties may agree to, shall be submitted to the Centre of Arbitration of the Chamber of Commerce of the Grand-Duchy of Luxembourg (“Centre d’Arbitrage de la Chambre de Commerce du Grand-Duché de Luxembourg”) who will resolve this matter in a final and binding manner pursuant to its then-in-force Rules of Arbitration (“Règlement d’arbitrage du Centre d’arbitrage de la Chambre de Commerce du Grand-Duché de Luxembourg”). The arbitration shall be conducted in English