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Terms & Conditions

Routier Terms and Conditions

These Terms and Conditions (the “Terms”) together with the applicable order form(s) (the “Order Forms” and together with these Terms the “Agreement”) govern your relationship with Routier Ltd. (“Routier”), and sets forth the terms and conditions under which Routier licenses the use of the Platform (as defined below) to you (the “Customer”). Routier reserves the right to update and change these Terms from time to time, without notice or acceptance by the Customer, so please check this page frequently for updates and changes.

Definitions:

End User” means any user of the Platform [including, without limitation, employees (or, if applicable, advisors, consultants and sub-contractors) of the Customer] and any guest in the Customer’s property (such as hotel guests and visitors).

Platform” means a platform for use over communications networks (e.g. Wi-Fi) via an application and a dashboard for use by the Customer and/or its staff for the Purposes (as defined below).

Services” means Routier’s solution which includes either software (i.e. the Platform) and hardware (a server to be installed in Customer’s premises) components or solely the Platform.


1. License. Subject to payment of all applicable fees, and to the terms and conditions of this Agreement, Routier hereby grants to the Customer a non-exclusive, non-sublicensable, nontransferable limited license to use the Platform during the Term (as defined in the applicable Order Form) for the purpose of either: (i) enabling the Customer to engage with its guests over communications networks, (ii) providing an engagement solution which provides an app-like experience with no app installation needed over the network; (iii) increasing brand awareness; (iv) gaining profits through transforming Customer’s communications networks into a revenue stream and collaborating with third-parties and hosting their offerings on Customer’s servers; (v) improving end-customer experience, guest recognition, guest satisfaction and communication among staff and/or with hotel guests through the Platform and/or (vi) evaluate Customer’s internal performance (collectively, the “Purpose(s)”). For the removal of doubt, the Customer may not use the Platform for any other purpose other than the Purpose for which licensing was granted in accordance with this Agreement.

2. Customer's Responsibilities. When using the Platform, the Customer will:

2.1. Comply with the terms and conditions of the Agreement and all applicable laws, regulations, standards and codes;

2.2. Not resupply or resell the Platform without Routier's prior written consent, unless specifically authorized to do so hereunder;

2.3. Obtain the End Users' required consent to the collection and processing by Routier and by Customer of the End Users’ personal information which is necessary for (i) the provision by Routier of the Services and Platform to Customer, (ii) the use by Customer of the Services and Platform and (iii) the use by End Users of the Services and Platform, all the foregoing in accordance with these Terms and for the applicable Purposes, as well as the End Users' required consent to the receipt of Customer's and/or third parties' information, services, messages and marketing content via the Platform, or any third party service, to the End User’s choice, all as required under applicable laws.

2.4. Keep updated documentation of the terms of use and privacy policy applicable to the End User's use of the Platform (collectively, "TOU"), and provide End Users with access to the TOU.

2.5. The TOU must include the following provisions:

2.5.1. Description of the Services and the applicable Purposes.

2.5.2. Where applicable, notification to the End Users that by acceptance of the TOU and/or use the Platform, the End Users consent to receive information, services, messages and marketing content from the Customer and/or third parties (where applicable) through the Platform.

2.5.3. To the extent applicable, a description of the types of information that may be collected and processed with respect to the End Users via the Platform ("End User Data") and how such End User Data is collected and processed. At a minimum, Customer will ensure that Routier is allowed to collect and process the hotel guests’ Media Access Control



(MAC) addresses, the hotel guests’ names and room numbers, and the hotel staff’s account information on the Platform (e.g. user name, email address, password and online use of the Platform). Such End User Data shall be processed by Routier for reading purposes only. 

2.5.4. To the extent applicable, a description of the purposes of the collection and processing of End User Data, including the sharing of such data with third parties and its commercial use.

2.5.5. Where applicable, notification to the End Users that they may, at any time, opt-out from the services provided by the Platform.

2.5.6. The inclusion of the Customer's logo in websites the End-User may view while using the Platform does not imply on any endorsement, affiliation or sponsorship relationship between the owners of such websites and the Customer.

2.6. Maintain on the login page (or landing-page) of the Platform reference to the TOU (in a form which is required under applicable law) and a general disclaimer, both of which the End Users must explicitly accept by clicking an "I Agree" button, prior to entering and/or using the Platform. Said general disclaimer shall include the following (or substantially similar) language:

"By clicking “I Agree”, I declare that I have read the terms of use and privacy policy [link to the hotel’s terms of use and privacy policy] and I agree to the terms set forth therein, including the receipt of information, services, messages, targeted and marketing content from [Customer] and its affiliated entities when using [Customer]'s network].";

2.7. Follow Routier's reasonable directions about the use of the Platform; and

2.8. Report to Routier, as soon as possible, any unauthorized use of the Platform.

2.9. The End User Data shall, for the duration of the Term, be stored on Routier’s local cloud server, and, subject to Section 2.10 below, the End User Data shall only be shared with the Customer.

2.10. Customer acknowledges that Routier shall not manipulate any identifiable End User Data though it may collect, disclose, publish and use in any other manner anonymous information which is derived from the use of the Platform (i.e., non-identifiable information, aggregated and analytics information) (“Anonymous Telemetry”)), in order to provide and improve the Platform, Routier's programs and services and for any legitimate business purpose. 

3. Customer's Restrictions.

3.1. The Customer agrees and undertakes, on behalf of itself and its employees, agents and affiliates, that neither it nor they will: (a) modify, copy, duplicate, reproduce, or create any derivative work of, or include in any products, any components of the Platform or any Proprietary Data (as defined below) or Routier Intellectual Property (as defined below), except as may be permitted under this Agreement; (b) distribute, disclose, reproduce, divulge, use or otherwise make available to any third party or allow it access to, the Platform or Proprietary Data, except as expressly authorized under this Agreement; (c) decompile, disassemble, reverse engineer, reverse assemble, translate, convert or apply any procedure or process to the Platform or Proprietary Data, in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings (or the underlying ideas, algorithms, structure or organization) for the Platform or Proprietary Data or any trade secret information or process contained in the Platform, Routier Intellectual Property or Proprietary Data; or (d) sell, lease, assign, sublicense or otherwise transfer the Platform or Proprietary Data, except as expressly authorized under this Agreement.

3.2. The Customer acknowledges that the Platform is commercially valuable and proprietary to Routier. Routier reserves all rights and licenses in and to the Platform not expressly granted to Customer under this Agreement.

3.3. Where an End User is authorized by the Customer to access and use the Platform:

3.3.1. The Customer shall be responsible for ensuring that any such End User is aware of, and fully complies with, the applicable terms of this Agreement as it relates to the use of the Platform, as applicable, on the same basis as applies to the Customer, and that the End User has accepted the TOU; and

3.3.2. The Customer shall remain fully liable for any and all acts or omissions relating to the Platform and this Agreement, of Customer and any employee or staff member who obtains a designated login and password to use the Platform on Customer’s behalf. 

3.4. For the avoidance of doubt, and as further detailed herein, the Company expressly

acknowledges and agrees that use of the Services, including, inter-alia, the supply of Customer services and advertisements via the Platform and the collection and processing of End User Data, is at the Customer's own risk and responsibility and that Routier shall bear no responsibility or liability for Customer's or End User's use of the Platform.

4. Customer’s Warranties. The collection and use of Service Data (as defined below) is an integral element of the solution and the Services, and Customer expressly consent to such collection and use of Service Data in accordance with our privacy policy, as may be amended from time to time in our sole discretion. A current copy of our GDPR compliant privacy policy.  

Customer represents and warrants that Customer has all necessary consents and approvals required by any law or regulation to collect, process and use the Service Data. “Service Data” shall mean all necessary data for using the Service, including without limitation personal information, as detailed in our privacy policy, and End User Data.

5. Product Warranty and Maintenance.

5.1. During the Term, and if applicable and in any event no more than the period of warranty provided by the vendor of any hardware to be installed by Routier at Customer’s premises for the purpose providing the Services as of the date of the Order Form, Routier shall provide the Customer with a product warranty with respect to such hardware in accordance with such vendor’s terms and conditions (the “Hardware Warranty”).

5.2. During the Term and in consideration for the full payment of the fees by the Customer, as shall be detailed in the Order, Routier shall provide the Customer with maintenance support as detailed in Exhibit A (the “SLA”). Furthermore, to the extent required, Routier shall cooperate, in good faith, with the Customer’s communications networks providers to assess and fix any problems that arise with the network as a result of the Customer’s use of the Platform.

6. No Other Warranty.

6.1. The Customer hereby acknowledges and agrees that other than the Hardware Warranty, the Platform is supplied on an "AS-IS" basis, without any warranty of any kind, whether by virtue of law, common law, practice, usage thereof or any other source, excluding the limited warranty noted herein, and excluding a case wherein applicable law prohibits or disallows any restriction or limitation of warranty. The Customer hereby assumes the full risk with respect to the results and performance of the Platform to the maximal extent permitted by applicable law, and Routier hereby renounce any warranty, both explicit and implicit, including but without limitation any implied undertaking of negotiability, of the suitability of the Platform to a certain purpose (including without limitation, the Purpose), and also any implied undertaking whereby the Platform shall function non-stop or be free of errors.

6.2. Under no circumstances will Routier incur any responsibility or liability for customized content (including, inter alia, information, advertisements, marketing materials and third party content) supplied by the Customer to End Users via the Platform, End Users use of the Platform and any other act or omission performed by the Customer and/or End Users via the Platform.

6.3. Under no circumstances will Routier incur any responsibility or liability for breach of warranty caused by onsite power, telecommunications, internet-connectivity, or similar environmental causes or other causes out of its control.

6.4. Without derogating from the preceding provision, the Customer hereby undertakes to promptly notify Routier of any error or failure of the Platform in order to minimize any potential losses he/she may suffer as a result of such error or failure.

7. License Exclusions. The Customer may not make any use of the Platform in whole or in part that is not expressly permitted by this Agreement. Any and all licenses granted hereunder are solely for the Customer's benefit.

8. Ownership.

8.1. Routier owns or has a license to use any and all Intellectual Property (as defined below) and Proprietary Data (as such term is defined below) owned by, or licensed to, it (“Routier Intellectual Property”). No Routier Intellectual Property or part thereof may be transferred in any way whatsoever to any third party. Other than the license granted pursuant to this



Agreement, nothing in this Agreement shall be interpreted as explicitly or implicitly enabling any assignment or transfer of any rights to Routier Intellectual Property, including to the Platform, to the Customer or to any third party.

8.2. For the purposes of this Agreement, the term “Intellectual Property” shall mean any and all intellectual and industrial property (including the Platform), whether registered or unregistered or capable of registration, of all types and nature and whether subsisting in any specific country or countries or any other part of the world, including, without limitation, any documentation provided by Routier to Customer in connection with the Platform (“Documentation”) trade and service marks, patent, utility models, designs, trade and business names, trade secrets, domain names, moral rights, rights in domain names, copyrights, moral rights, database rights, new or useful art, discoveries, improvements, technical developments, software, inventions, whether or not patentable, know-how, design rights and all other similar proprietary rights in every case which may subsist in any part of the world including any registration of any such rights and applications and any rights to make applications for registration.

8.3. Any data, inventions, improvements, designs, concepts, techniques, methods, systems, processes, know how, and results derived or generated pursuant to this Agreement, including in connection with the Platform, and any and all Intellectual Property rights therein (the "Proprietary Data"), shall be the exclusive property of Routier, and the Customer shall have

no rights whatsoever and of any kind therein. Without derogating from the generality of the foregoing, the Customer, on behalf of itself and its employees and agents, hereby irrevocably assigns and transfers to Routier all right, title and interest in the Proprietary Data. Any and all Proprietary Data shall be promptly disclosed in writing by the Customer to Routier. Without derogating from any other provisions of this Section 8, it is clarified that Routier may utilize the Proprietary Data at any time and for any purpose. No license, expressed or implied, to use any Proprietary Data is granted to the Customer other than to use such information in the manner and to the extent authorized by this Agreement. Under no circumstances may the Customer cast a lien on, or withhold provision to Routier of, such Proprietary Data.

9. Fees and Payment Terms.

9.1. License Fees. In consideration for the rights granted hereunder, Customer shall pay Routier the fees and expenses as specified in each applicable Order Form according to the payment terms and conditions specified in each such Order Form and, unless otherwise set forth in the applicable Order Form, within 30 days following receipt of Routier’s invoice for such fees and expenses. Unless otherwise specified in the applicable Order Form, Customer shall pay all amounts in United States Dollars.

9.2. Taxes. All fees and expenses to be paid to Routier under this Agreement are exclusive of any deduction, including any taxes, commissions, duties, fees and tariffs, all of which shall be paid by Customer, if any.

9.3. Late Payment; If Customer fails to make any payment of due fees then, in addition to all other remedies that may be available: (a) Routier may charge interest on the undisputed past due amount at the rate of 2% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (b) Customer shall reimburse Routier for all reasonable costs incurred by Routier in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for 21 days following written notice thereof, Routier may suspend performance of any or all of the services until all undisputed past due amounts have been paid, without incurring any obligation or liability to Customer by reason of such suspension.

10. Limitation of Liability. THE ENTIRE RISK, AS TO THE RESULTS AND PERFORMANCE OF THE PLATFORM, IS ASSUMED BY THE CUSTOMER TO THE GREATEST EXTENT PERMISSIBLE BY APPLICABLE LAW. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL ROUTIER, ITS AGENTS, REPRESENTATIVES AND/OR LICENSORS BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR



ENTITY FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, ROUTIER, ITS AGENTS, REPRESENTATIVES AND/OR LICENSORS SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSSES THE CUSTOMER MAY SUFFER AS A RESULT OF: (A) THE USE OF THE PLATFORM, INCLUDING ANY SERVICE AND/OR CONTENT SUPPLIED VIA THE PLATFORM; (B) FAILURE OF THE PLATFORM TO PERFORM IN AN OPTIMAL MANNER; (C) CANCELLATION OR AMENDMENTS IN SERVICES PROVIDED WITHIN THE PLATFORM BY ROUTIER; (D) THE COLLECTION, PROCESSING AND USE OF END USER'S DATA; (E) ANY ACT OR OMISSION PERFORMED BY THE CUSTOMER AND/OR END USER VIA THE PLATFORM; OR (F) USE OF THE PLATFORM NOT FOR THE PURPOSE. THE MAXIMUM AGGREGATE LIABILITY OF ROUTIER AND ITS AGENTS, REPRESENTATIVES AND LICENSORS IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO THE PLATFORM AND THE APP, WHETHER IN TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE), CONTRACT, OR OTHERWISE SHALL NOT EXCEED THE SERVICES FEES PAID, IF ANY, BY THE CUSTOMER UNDER THIS AGREEMENT WITH RESPECT TO THE PLATFORM GIVING RISE TO SUCH CLAIM(S), WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF SUCH CLAIM(S).

11. Indemnification

Customer agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) Customer's collection, processing and use of the End User's Data; (ii) End User's use of the Platform; and/or (iii) Customer's violation of any term of this Agreement.

Routier agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from any third party claim that the Platform and/or the Services infringe third party intellectual property.

12. Non-Disclosure.

12.1. Customer and Routier shall not disclose any of the other party’s Confidential Information (as defined below) to any third party except from to their respective employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by the provisions of this Section. Customer and Routier shall further protect the Confidential Information to the same extent as they protects their own information of a similar type, but no less than a reasonable degree of care. A party disclosing Confidential Information shall be referred to as a “Disclosing Party”. A party receiving Confidential Information shall be referred to as a “Receiving Party”.

12.2. For the purposes of this Agreement, the term “Confidential Information” shall mean any and all data and other information which is provided by each party to the other party hereunder (including any information regarding the Platform and including each party’s Intellectual Property), which is (a) clearly marked as confidential or proprietary when disclosed in tangible form, (b) when disclosed orally or visually, identified as confidential or proprietary at the time of disclosure and reduced to a writing marked as confidential or proprietary and submitted to the other party within thirty (30) days after such disclosure, or (c) is confidential or proprietary in nature; provided, however, that information that (i) is in the public domain at the time of disclosure, (ii) becomes publicly available through no fault of the Receiving Party and without breach of this Agreement, (iii) is already in the lawful possession of the Receiving Party without restriction prior to disclosure to the Receiving Party, or (iv) becomes rightfully known to the Receiving Party without restriction from a source other than the Disclosing Party.

12.3. If the Receiving Party shall be required to disclose Confidential Information pursuant to applicable law, regulation or governmental, the Receiving Party shall promptly notify the Disclosing Party to permit the Disclosing Party to seek a protective order or to take other appropriate action. The Receiving Party shall cooperate with the Disclosing Party in obtaining a protective order or other reasonable assurances that confidential treatment will be accorded to the Confidential Information. If, in the absence of a protective order, the Receiving Party is compelled to disclose the Confidential Information, the Receiving Party may disclose to a third party compelling disclosure, only the part of the Confidential Information as is required by law to be disclosed.

12.4. The Receiving Party shall promptly return or destroy the Confidential Information and all copies, notes and extracts thereof, of the Disclosing Party upon the earlier of (a) termination of this Agreement; or (b) the request of the Disclosing Party.

12.5. Any breach of this Section 12 may cause irreparable damage to Routier and in the event of such breach, Routier shall have, in addition to any and all remedies of law, the right to seek an injunction, specific performance or other equitable relief to prevent the violation of Routier’s obligations hereunder. Nothing contained herein shall be construed as prohibiting a party from pursuing any other remedy available for such breach or threatened breach of this Section 12.

13. Termination.

13.1. Termination. The Customer may terminate this Agreement on each of the payment dates (i.e. the dates when the Customer is obligated to make a payment to Routier in accordance with the terms of the Order Form) by providing Routier with a 30 day written notice that the Customer wishes to terminate the Agreement, prior to the upcoming payment date, in which case the Agreement will terminate one month following the receipt of such notice by Routier.

13.2. For the avoidance of doubt, in the event the Customer terminates the Agreement, the Customer will not receive any refund for any fees paid under this Agreement, and it shall pay Routier any and all amounts due until the date of termination. Routier may terminate this Agreement for convenience by giving the Customer written notice at least 30 days prior notice; provided that this Agreement shall not terminate during the first quarter of the Term.

13.3. Termination for Breach. Routier may terminate this Agreement and the License granted hereunder, with immediate effect, if the Customer breaches any of the terms herein or fails to pay on time the fees detailed herein and such breach was not cured by it after receiving from

Routier a 7 day written notice with respect to such breach. For the avoidance of doubt, in the event Routier terminates the Agreement pursuant to this Section 13.3, the Customer will not receive any refund for any fees paid under this Agreement.

13.4. Effect of Termination. Upon termination of this Agreement for any reason, the Customer shall return any and all Documentation and Confidential Information to Routier and permanently delete all copies of the Platform from the Customer's servers, computers, and/or other devices.

13.5. Nonexclusive Remedy. Termination of this Agreement by either party shall be a nonexclusive remedy for breach and shall be without prejudice to any other right or remedy of such party.

13.6. Survival. The following Sections shall survive the termination or expiration of this Agreement for whatever reason: Sections 3, 4, 6, 8, 10 through 12 and 16 through 26.

14. Automatic Renewal. Unless (i) otherwise expressly provided in the Order Form, (ii) terminated earlier during the Term, and (iii) any written notice was received from the Customer that it does not wish to continue this Agreement following the termination of the Term, this Agreement shall be renewed for an additional period of 12 months following the termination of the Term.

15. Additional Licenses and Services

15.1. During the Term, Routier may update the Customer with respect to any new developments and products of Routier and discuss future potential collaboration between the Parties.

15.2. The Parties may agree on additional licenses and/or services to be provided to the Customer by Routier and in any such case, such agreed upon licenses and/or services, including the consideration to be paid therefor, shall be set forth in an additional Order Form signed by the parties making reference to this Agreement.

16. Assignment

16.1. This Agreement shall bind, benefit and be enforceable by and against Routier and Customer and their respective permitted successors and assigns. Neither party shall assign this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder, without the other party's prior written consent, which shall not be unreasonably withheld, except that such other party's consent shall not be required in the case of an assignment to purchaser of or successor to all or substantially all of such party's business. Any assignment by a party in breach of this Section shall be void. 

16.2. Notwithstanding the above, Routier may assign: (i) this Agreement to any of its direct or indirect subsidiaries, affiliates and/or parent companies; and (ii) any rights it may have hereunder, including the rights to any fees, to any third party with whom at such time Routier has a contractual relationship.

17. Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties’ duly authorized representatives. The failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

18. Notice. Any notice required by this Agreement or given in connection with it, shall be in writing

and will be deemed to have been delivered to the addressee (i) immediately upon their delivery if

delivered by hand, (ii) within two business day following transmission if sent by facsimile and

confirmed by a machine printout, or (iii) upon the lapse of seven business days after being sent by

registered mail, as per the addresses indicated herein below, or to such other address or facsimile

number as a party may hereafter give notice in writing, to the other Parties.

If to Routier:


Routier Ltd.

5 Azrieli Center, the Triangle Tower, 36th Floor

Tel Aviv 6701101, Israel

email: Sales@Routier.io

If to Customer: to the address set forth in the Order Form

Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the Laws of the State of New York, without regard to the conflict of laws provisions thereof. The parties agree that any dispute arising under or in relation to this Agreement shall be resolved by solely and exclusively by the competent courts of the State of New York.

19. Final Agreement. This Agreement terminates and supersedes all prior understandings and agreements on the subject matter hereof.

20. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such provision will be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and will be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

21. Relationship. Routier's relationship to the Customer is that of an independent contractor. Nothing in this Agreement constitutes a partnership, joint venture or relationship of employer and employee between the parties. Neither party has the power or authority to incur any obligation of any nature of behalf of the other party.

22. Publicity and Use of Name. Routier (for this Section includes any of its affiliates, parent corporation and subsidiaries) may identify Customer as its customer and a user of the Platform in press releases and marketing materials, and in demonstrations and presentations. Identifying Customer as a customer may include using Customer’s name, referring to the existence of this Agreement, and/or using an exact copy of Customer’s corporate logo to identify Customer on Routier’s web site or marketing materials, which Customer hereby authorizes, and grants a license to, Routier to use. After the date the Platform is used by the Customer either party may issue (or upon mutual agreement the parties jointly shall issue) a mutually approved press release.

23. No Waiver. Any failure or delay by either party in exercising any right or remedy will not constitute a waiver of such right or remedy.

24. Priority. Any Order Form executed by the parties will prevail to the extent of any inconsistency

between such Order Form and these Terms.

25. Headings; Drafting. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. The parties participated jointly in the negotiation and drafting of this Agreement, and each party was (or had ample opportunity to be) represented by legal counsel and has reviewed and revised (or had ample opportunity to do so) this Agreement. Therefore, if an ambiguity or question of intent or interpretation arises, then this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the terms hereof.



EXHIBIT A

SLA

This document outlines the service levels to be provided in the delivery of Routier SaaS solution. It also provides service delivery parameters, against which the delivery of Routier SaaS will be evaluated. Based on this evaluation, Customer may be entitled to an adjustment to the Service Credits for the contracted services.

1. SERVICE AVAILABILITY

For the purpose of measuring the quality of service that Routier is delivering to Customer, Routier provides the following commitment:

Routier will provide Customer access to the SaaS web application on a twenty-four hour, seven days a week (24 x 7) basis at a rate of 99.9% (“SaaS Services Uptime Metric”) EXCEPT during times of Service Maintenance.

The SaaS Services Uptime Metric commences “30 days” after the registered date which Customer is invoiced from. This “30 days” period is defined as the end-user testing period during which Routier will prepare for production environment, Customer has become familiar with software, and at which point Customer end-users have accessed the production environment with production data.

2. MEASUREMENT METHOD

The SaaS Services Uptime Metric shall be measured using Routier monitoring and reports of the server uptime, process monitoring software running twenty-four hours, seven days a week (24 x 7).

On a quarterly basis, the SaaS Services Uptime Metric will be measured using the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator. The numerator is the denominator minus the time of any outages in the quarter (duration of all outages combined) to give the percentage of available uptime.

3. EXCUSED DOWNTIME

In addition to scheduled maintenance, upgrades, patches and redundancy testing, Routier may require additional downtime. The downtime will be scheduled in advance and Customer will be notified via email at least forty-eight (48) hours in advance (or longer if practical). The Customer understands and agrees that there may be instances where Routier needs to interrupt the services without notice in order to protect the integrity of the services due to security issues, virus attacks, spam issues or other unforeseen circumstances.


4. BOUNDARIES AND EXCLUSIONS

The SaaS Services Uptime Metric shall not apply to performance issues caused by the following:

• Overall Internet congestion, slowdown, or unavailability

• Unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker attacks

• Force Majeure event

• Actions or inactions of Customer (unless undertaken at the expressed directive of Routier) or third parties beyond the control of Routier

• A result of Customer equipment including mobile phones or third-party computer hardware, software, or network infrastructure not within the sole control of Routier

• Scheduled maintenance time



5. SERVICE CREDITS

Routier exceeding, meeting, or failing to meet the SaaS Services Uptime Metric as measured over any

quarter may be reflected in adjustments to the duration of the paid time (monthly and annually) of the

Customer pursuant to the following schedule (“Service Credits”):


Quarterly SaaS Rating

Rating

SaaS Service Credit

Between 99.9% - 100%

Meets goals


Between 99.0% - 99.8%

Tolerable

Five (5) day extension of term of the SaaS at no cost to Customer

Below 99.0%

Unacceptable

Ten (10) day extension of term of the SaaS at no cost to Customer


The annual Service Credits are capped at thirty (30) days per annum.

6. CUSTOMER SUPPORT

Routier will provide to Customer the following support:

• Email support is available 24 hours, 7 days a week (24 x 7) basis

• Email sent by Customer indicating support needs / Support ticket opened will be acknowledged and replied by Routier within 12 hours of its receipt

• Proposed resolution / steps of investigation will be given within 24 hours of receipt

• Resolution may take up to 5 working days to be submitted for release

Routier failing to meet the support agreement listed above will be subjected to SaaS Service Credits.

7. SUPPORT POLICY

Primary incident-reporting is done via our automated form submission. We prioritize tickets by

severity, so for example issues where a site is completely unavailable will be processed before tickets where a site is slow, and those before general questions about our service or general advice covering the software offered inside Routier.





Shown below is a guide to the Routier Severity Levels:

Severity
Level

Definition

Expected Response Time

Level - 1  Emergency

Service is down, business operations severely impacted with no workaround.

Within 30 minutes during our Business Hours, and except as otherwise provided herein, we guarantee response within 8 business hours. Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.

Level 2 - High

Service is operational but significant disruption of business operations; no stable workaround.

Within 1-hour during our Business Hours, and except as otherwise provided herein, we guarantee response within 8 business hours. Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.

Level 3 -

Medium

Issues causing moderate to low business disruption with a Service or any issue for which there is a stable workaround available.

Within 2-hours during our Business Hours, and except as otherwise provided herein, we guarantee response within 8 business hours. Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.

Level 4 - Low

Service is operational; no significant disruption of business operations; issues with little time sensitivity such as general questions

Within 4-hours during our Business Hours, and except as otherwise provided herein, we guarantee response within 8 business hours. Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.