Cambium Networks, SAAS Terms of Service

THESE TERMS OF SERVICE (THE “TERMS”) ARE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER”) AND CAMBIUM NETWORKS, LTD. (“CAMBIUM NETWORKS”). BY CLICKING THE “I ACCEPT” BUTTON, EXECUTING AN ORDER FORM THAT INCLUDES THESE TERMS BY REFERENCE OR USING THE CAMBIUM NETWORKS SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL “CUSTOMER” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY AND ALL THE USERS SPECIFIED IN THE ORDER FORM. IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE CAMBIUM NETWORKS SERVICE. CAMBIUM NETWORKS MAY MAKE CHANGES TO THE CAMBIUM NETWORKS SERVICES AT ANY TIME. IN ADDITION, CAMBIUM NETWORKS MAY MAKE CHANGES TO THESE TERMS AT ANY TIME, AND CAMBIUM NETWORKS WILL POST NOTICE OF THE CHANGES ON THE LOG-IN SCREEN FOR THE CAMBIUM NETWORKS SERVICE AND REQUIRE YOU TO ACKNOWLEDGE AND AGREE TO THE CHANGED TERMS. CUSTOMER’S CONTINUED USE OF THE CAMBIUM NETWORKS SERVICES AFTER SUCH CHANGES HAVE BEEN POSTED WILL SIGNIFY CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS.

1. DEFINITIONS

1.1 LINKPlanner means the Service provided by Cambium Networks pursuant to these Terms through or in connection with its LINKPlanner network planning system.

1.2 Customer Data means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or any User and received, processed or analyzed by or through LINKPlanner.

1.3 Customer System means Customer’s internal website(s), servers and other equipment and software used in the conduct of Customer’s business.

1.4 Documentation means the online user instructions and help files made available by Cambium Networks for use with LINKPlanner, as may be updated from time to time by Cambium Networks.

1.5 Intellectual Property Rights means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

1.6 Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

1.7 Open Source Software means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative (www.opensource.org).

1.8 Term means a period during which a Customer has access to LINKPlanner. The Term will continue unless the Customer closes their account or Customer’s access to LINKPlanner is terminated by Cambium Networks.

1.9 Services means the Service provided by Cambium Networks through its LINKPlanner network planning system and any Support Services offered through or in connection with the LINKPlanner network planning system.

1.10 Support Services means the support and maintenance services offered by Cambium Networks and any upgraded or premium support and maintenance services, if made available by Cambium Networks, or if purchased by Customer separately.

1.11 Users means Customer’s employees, consultants, contractors, agents and third parties with whom Customer may transact business who are authorized by Customer to access and use Customer’s account on LINKPlanner.

2. LICENSES AND RESTRICTIONS

2.1 Access and Use License. Subject to Customer’s compliance with the terms and conditions contained in these Terms, Cambium Networks hereby grants to Customer, during the relevant Term, a limited, non-exclusive, non-transferable right for its Users to access and use the Service on LINKPlanner in accordance with the Documentation in each case solely for Customer’s internal business purposes and not for the benefit of any other person or entity. Customer’s use of the Service and access to LINKPlanner may be subject to certain limitations, such as, for example, limits on storage capacity for Customer Data, which limitations will be provided to Customer as they become required.

2.2 Restrictions. Customer shall not, directly or indirectly, nor shall Customer permit any User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of LINKPlanner or the Services provided by Cambium Networks (b) modify, translate, or create derivative works based on any element of LINKPlanner or the Services provided by Cambium Networks or any related Documentation (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to access or use LINKPlanner or any Service provided by Cambium Networks (d) use LINKPlanner for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Users (e) remove any proprietary notices from the Documentation (f) publish or disclose to third parties any evaluation of LINKPlanner without Cambium Networks’ prior written consent (g) use LINKPlanner or any Services provided by Cambium Networks for any purpose other than its intended purpose (h) interfere with or disrupt the integrity or performance of LINKPlanner (i) introduce any Open Source Software into LINKPlanner or any Service provided by Cambium Networks or (j) attempt to gain unauthorized access to LINKPlanner or any Service provided by Cambium Networks or their related systems or networks.

2.3 Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Cambium Networks.

3. PASSWORDS AND SECURITY

3.1 Passwords. Customer shall choose user logins and passwords for each of their Users authorized to access and use LINKPlanner. Customer shall be, and shall ensure that each of their respective Users are, responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Customer is solely responsible for any and all access and use of LINKPlanner and the Services provided by Cambium Networks that occurs using logins and passwords that are issued in connection therewith to any of Customer’s Users. Customer shall restrict its Users from sharing passwords. Customer agrees to immediately notify Cambium Networks of any unauthorized use of any account or login and password issued to Customer’s Users, or any other breach of security known to Customer. Cambium Networks shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.

3.2 No Circumvention of Security. Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of LINKPlanner. Customer will immediately notify Cambium Networks of any breach, or attempted breach, of security known to Customer.

3.3 Security. Cambium Networks will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by Cambium Networks, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to LINKPlanner and the data processed thereon including Customer Data. Cambium Networks cannot and does not guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. Cambium Networks shall not (a) modify Customer Data, (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (c) access Customer Data except to provide the Services and prevent or address service or technical problems, or at Customer’s request in connection with customer support matters. All data accessed or, processed or analyzed by or stored through LINKPlanner shall be subject to the Cambium Networks privacy policy located at www.cambiumnetworks.com/privacy/.

4. CUSTOMER OBLIGATIONS

4.1 Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System, and all computer hardware, software, modems, routers and other communications equipment necessary for Customer and their respective Users to access and use LINKPlanner and the Services offered by Cambium Networks in connection therewith, via the Internet; (b) contracting with third party ISP, telecommunications and other service providers to access and use LINKPlanner via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms, Cambium Networks shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms.

4.2 Acceptable Use Policy. Customer shall be solely responsible for its actions and the actions of its Users while using LINKPlanner and the Services offered by Cambium Networks. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of LINKPlanner and the Services, including without limitation the provision and storage of Customer Data; (b) not to send or store data on or to LINKPlanner which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain Malicious Code or data that may damage the operation of LINKPlanner or any Services provided by Cambium Networks or another’s computer or mobile device; (d) not to upload in any way any data regarding an individual’s financial or economic identity, sexual orientation, religious beliefs, medical or physical identity, including any information comprised of either “Protected Health Information” subject to and defined by the Health Insurance Portability and Accountability Act, or an individual’s first name and last name, or first initial and last name, in combination with any one or more of the following data elements that relate to such individual: Social Security number, driver’s license number or state-issued identification card number, financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; (e) not to use LINKPlanner or the Services provided by Cambium Networks for illegal, fraudulent, unethical or inappropriate purposes; (f) not to interfere or disrupt networks connected to LINKPlanner or interfere with other ability to access or use LINKPlanner; (g) not to distribute, promote or transmit through LINKPlanner any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (h) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (i) not to interfere with another customer’s use and enjoyment of LINKPlanner or the Services provided by Cambium Networks or another person or entity’s use and enjoyment of similar services; (j) not to use LINKPlanner in any manner that impairs LINKPlanner, including without limitation the servers and networks on which LINKPlanner is provided; (k) to comply with all regulations, policies and procedures of networks connected to LINKPlanner and Cambium Networks’ service providers; and (l) to use LINKPlanner only in accordance with the Documentation. Customer acknowledges and agrees that Cambium Networks neither endorses the contents of any Customer communications, Customer Data, or Other Information (as defined in Section 10.2 below) nor assumes any responsibility for any offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby. Cambium Networks may remove any violating content posted or stored using LINKPlanner or the Services provided by Cambium Networks or transmitted through LINKPlanner, without notice to Customer. Notwithstanding the foregoing, Cambium Networks does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit the Customer Data, Other Information, or any other information or data input into or stored in or in connection with use of LINKPlanner for completeness, integrity, quality, accuracy or otherwise. Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Data and Other Information input into LINKPlanner or provided by or on behalf of Customer in connection with use of the Services. Cambium Networks reserves the right to amend, alter, or modify Customer’s conduct requirements as set forth in these Terms at any time. Cambium Networks may deliver notice of such updated requirements to Customer via e-mail or through access to the Customer’s account on LINKPlanner. Customer’s continued access to and use of LINKPlanner following issuance of such updated Customer requirements shall constitute Customer’s acceptance thereof. Cambium Networks may upon written notice to Customer amend this Section 4.2.

4.3 Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for Cambium Networks to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform Cambium Networks of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from Cambium Networks at the e-mail addresses specified by its Users for login purposes. In addition, Customer agrees that Cambium Networks may rely and act on all information and instructions provided to Cambium Networks by Users from the above-specified e-mail address.

4.4 Temporary Suspension. Cambium Networks may temporarily suspend Customer’s or their respective Users’ access to LINKPlanner in the event that either Customer any of their Users is engaged in, or Cambium Networks in good faith suspects Customer or any of their Users is engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Cambium Networks will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Cambium Networks’ exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any notification. A suspension may take effect for Customer’s entire account and Customer understands that such suspension would therefore include User sub-accounts. Customer agrees that Cambium Networks shall not be liable to Customer, any of its Users, or any other third party if Cambium Networks exercises its suspension rights as permitted by this Section. Upon determining that Customer has ceased the unauthorized conduct leading to the temporary suspension to Cambium Networks’ reasonable satisfaction, Cambium Networks shall reinstate Customer’s and their respective Users’ access and use of LINKPlanner and the Services provided by Cambium Networks. Notwithstanding anything in this Section to the contrary, Cambium Networks’ suspension of access to LINKPlanner is in addition to any other remedies that Cambium Networks may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Cambium Networks may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

4.5 Data Privacy. Customer understands and expressly agrees that Customer Data may be transferred to and processed by Cambium Networks (including by Cambium Networks’ affiliates and service providers) in the United States, the United Kingdom, India, Germany, Japan and any other jurisdiction in which Cambium Networks or its vendors or service providers are located. Customer further acknowledges that Customer Data may include MAC address, IP address, location information and other information that is considered personal information by or otherwise regulated under applicable data privacy, protection, security or similar laws, rules and regulations (“Privacy Laws”). Customer acknowledges and agrees that it is responsible for ensuring that any collection, use, storage, access, transfer and other processing (collectively, “Processing”) of Customer Data pursuant to this Agreement and the Services (including any personal information or other regulated categories of information), as well as the transfer of Customer Data, pursuant to the Agreement complies with all applicable laws, rules and regulations. Without limiting the foregoing, Customer represents, warrants and covenants that, where required by applicable law, it shall provide notice to and obtain consent from end users (individuals or otherwise) regarding the Processing of Customer Data by Customer and Cambium Networks pursuant to this Agreement and the Services.

5. AVAILABILITY AND SUPPORT SERVICES

5.1 Availability. Subject to the terms and conditions of these Terms, Cambium Networks will use commercially reasonable efforts to make LINKPlanner available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime and routine maintenance times currently scheduled from 01:00 a.m. to 06:00 a.m. Central Time and as otherwise specified by Cambium Networks, or (b) any unavailability caused by circumstances beyond Cambium Networks’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays. Certain enhancements to LINKPlanner and the Services provided by Cambium Networks in connection therewith made generally available at no cost to all subscribing customers during the applicable Term will be made available to Customer at no additional charge. However, the availability of some new enhancements to LINKPlanner or the Services provided in connection therewith may require the payment of additional fees, and Cambium Networks will determine at its sole discretion whether access to any other such new enhancements will require an additional fee. These Terms will apply to, and LINKPlanner includes, any enhancements, updates, upgrades and new modules to the LINKPlanner and the Services provided in connection therewith, subsequently provided by Cambium Networks to Customer hereunder.

5.2 Support. Cambium Networks makes a variety of Support Services offerings available to its customers for the Service, Cambium Networks will provide Customer with the level of support to which Customer is entitled based on Customer’s purchase as specified in a separate order for such Support Services.

6. FEES AND PAYMENT

Cambium Networks currently makes the Services available on LINKPlanner to its customers at no charge. However, Cambium Networks reserves the right to impose fees for the Services in the future or in connection with the use of specified features of or Services offered on, LINKPlanner. In such case, Cambium Networks will provide advance notice of any fees to Customer.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

7.1 Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.

7.2 Evaluations of New Services. From time to time Cambium Networks may invite Customer to try, at no charge, Cambium Networks products or services that are not generally available to Cambium Networks customers (“Non-GA Services”). Customer may accept or decline any such trial in its sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors (but shall not contain any Malicious Code), and may be subject to additional terms that shall be provided by Cambium Networks to Customer prior to or concurrent with Cambium Networks’ invitation to the applicable Non-GA Services. Non-GA Services are not considered “Services” hereunder. Customer has the right to discontinue Non-GA Services at any time in its sole discretion and may never make them generally available.

7.3 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 7, LINKPLANNER, THE SERVICES AND ANY NON-GA SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF LINKPLANNER, THE SERVICES AND NON-GA SERVICES IS AT ITS OWN RISK. CAMBIUM NETWORKS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY WARRANTIES MADE BY CAMBIUM NETWORKS ARE FOR THE BENEFIT OF THE USER OF THE WEBSITE ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY MATERIALS PROVIDED THROUGH LINKPLANNER OR THE SERVICES ARE LICENSED AND NOT SOLD.

NO AGENT OF CAMBIUM NETWORKS IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF CAMBIUM NETWORKS AS SET FORTH HEREIN. CAMBIUM NETWORKS DOES NOT WARRANT THAT: (A) THE USE OF LINKPLANNER OR ANY SERVICES OR NON-GA SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA (B) LINKPLANNER OR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH LINKPLANNER OR THE SERVICES OR NON-GA SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS (E) LINKPLANNER, THE SERVICES AND NON-GA SERVICES WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN LINKPLANNER, THE SERVICES AND NON-GA SERVICES WILL BE CORRECTED OR (F) LINKPLANNER, THE SERVER(S) UPON WHICH LINKPLANNER RUNS OR THAT MAKE THE SERVICES AND NON-GA SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LINKPLANNER, THE SERVICES AND NON-GA SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CAMBIUM NETWORKS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

8. INDEMNIFICATION

8.1 Cambium Networks Indemnity.

8.1.1 General. Cambium Networks, at its expense, shall defend Customer and their respective officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that LINKPlanner or the Services provided by Cambium Networks infringe any copyright or patent or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement of or award by a final judicial judgment) incurred by the Customer Indemnified Parties from any such Third-Party Claim. Cambium Networks’ obligations under this Section are conditioned upon (i) Cambium Networks being promptly notified in writing of any claim under this Section, (ii) Cambium Networks having the sole and exclusive right to control the defense and settlement of the claim, and (iii) Customer providing all reasonable assistance (at Cambium Networks’ expense and reasonable request) in the defense of such claim. In no event shall Customer settle any claim without Cambium Networks’ prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and to participate in the defense of the claim, subject to Cambium Networks’ right to control the defense and settlement.

8.1.2 Mitigation. If any claim which Cambium Networks is obligated to defend has occurred, or in Cambium Networks’ determination is likely to occur, Cambium Networks may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Cambium Networks Services, (b) substitute a functionality equivalent, non-infringing replacement for such the Cambium Networks Services, (c) modify Cambium Networks Services to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Cambium Networks Services due to such claim and the remaining days in the then-current Term.

8.1.3 Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data (ii) use of LINKPlanner or any Service provided by Cambium Networks in combination with any software, hardware, network or system not supplied by Cambium Networks where the alleged infringement relates to such combination, (iii) any modification or alteration of LINKPlanner other than by Cambium Networks, (iv) Customer’s continued use of LINKPlanner or any Service provided by Cambium Networks after Cambium Networks notifies Customer to discontinue use because of an infringement claim, (v) use of Open Source Software (vi) Customer’s violation of applicable law (vii) Third Party Offerings or (viii) Customer System.

8.1.4 Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF CAMBIUM NETWORKS WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY LINKPLANNER OR ANY SERVICE OFFERED BY CAMBIUM NETWORKS OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF CAMBIUM NETWORKS WITH RESPECT THERETO.

8.2 Customer Indemnity. Customer shall defend Cambium Networks and its licensors and their respective officers, directors and employees (“Cambium Networks Indemnified Parties”) from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer System (and the exercise by Cambium Networks of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of LINKPlanner other than as permitted under these Terms; (c) arising from the occurrence of any of the exclusions set forth in Section 8.1(c) (Exclusions); or (d) arising out of or relating to any violation of Section 4.5, or any violation of applicable Privacy Laws. Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) incurred by the Cambium Networks Indemnified Parties from any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the claim, and (z) Cambium Networks providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such claim. In no event shall Cambium Networks settle any claim without Customer’s prior written approval. Cambium Networks may, at its own expense, engage separate counsel to advise Cambium Networks regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.

9. CONFIDENTIALITY

9.1 Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information and (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business. Confidential Information also includes all summaries and abstracts of Confidential Information.

9.2 Non-Disclosure. Each party acknowledges that in the course of the performance of these Terms, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and agents who need access to such Confidential Information in order to effect the intent of these Terms and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms.

9.3 Exceptions to Confidential Information. The obligations set forth in Section 9.2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

9.4 Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

10. PROPRIETARY RIGHTS

10.1 Cambium Networks Services. As between Cambium Networks and Customer, all right, title and interest in LINKPlanner and the Services offered by Cambium Networks in connection therewith and any other Cambium Networks materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding LINKPlanner, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Cambium Networks or Cambium Networks’ licensors and providers, as applicable. Customer hereby does and will irrevocably assign to Cambium Networks all evaluations, ideas, feedback and suggestions made by Customer to Cambium Networks regarding the Cambium Networks Service (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback.

10.2 Customer Data. As between Cambium Networks and Customer, all right, title and interest in (a) the Customer Data, (b) other information input into LINKPlanner by Customer (collectively, “Other Information”) and (c) all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Customer. Customer hereby grants to Cambium Networks a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Cambium Networks to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Other Information as a part of the Aggregated Statistics (as defined in Section 10.3 below). To the extent that receipt of the Customer Data requires Cambium Networks to utilize any account information from a third party service provider, Customer shall be responsible for obtaining and providing relevant account information and passwords, and Cambium Networks hereby agrees to access and use the Customer Data solely for Customer’s benefit and as set forth in these Terms. As between Cambium Networks and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and the rights to use and access such Customer Data.

10.3 Aggregated Statistics. Notwithstanding anything else in these Terms or otherwise, Cambium Networks may monitor Customer’s use of the Services and use data and information related to such use, Customer Data, and Other Information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Cambium Networks Services (“Aggregated Statistics”). As between Cambium Networks and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by Cambium Networks. Customer acknowledges that Cambium Networks will be compiling Aggregated Statistics based on Customer Data, Other Information, and information input by other customers into the Cambium Networks Service and Customer agrees that Cambium Networks may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.

11. LIMITATION OF LIABILITY

11.1 No Consequential Damages. NEITHER CAMBIUM NETWORKS NOR ITS LICENSORS OR CUSTOMER SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF CAMBIUM NETWORKS OR ITS LICENSORS OR CUSTOMER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF LINKPLANNER OR THE SERVICES, ANCILLARY SERVICES, SUPPORT SERVICES OR THE RESULTS THEREOF. CAMBIUM NETWORKS WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

11.2 Limits on Liability. NEITHER CAMBIUM NETWORKS NOR ITS LICENSORS OR CUSTOMER SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE LESSER OF (a) THE AMOUNTS PAID BY CUSTOMER TO CAMBIUM NETWORKS UNDER THESE TERMS DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, AND (b) THE AMOUNT OF FEES PAID BY CUSTOMER IN A SINGLE SUBSCRIPTION TERM WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

11.3 Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 11 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

12.TERM AND TERMINATION

12.1 Term. These Terms commence on the Activation Date of the LINKPlanner account and continue until the termination of the account.

12.2 Termination for Cause. A party may terminate these Terms, upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) calendar days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) calendar days after receipt of notice from the non-defaulting party or such other period as the parties may agree.

12.3 Termination for Convenience. Either party may terminate any Term for convenience on at least thirty (30) calendar days prior written notice to the other party.

12.4 Effects of Termination. Upon expiration or termination of these Terms, Customer’s use of and access to LINKPlanner and any Services provided by Cambium Networks and the performance of all Support Services shall cease. Cambium Networks shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

12.5 Survival. This Section and Sections 1, 2.3 (Restrictions), 2.4 (Reservation of Rights), 7.3 (Disclaimer), 9 (Confidentiality), 10 (Proprietary Rights), 11 (Limitation of Liability), 12.4 (Effects of Termination) and 13 (Miscellaneous) shall survive any termination or expiration of these Terms.

13. MISCELLANEOUS

13.1 Notices. Cambium Networks may give notice to Customer by means of a general notice through the Cambium Networks Service interface, electronic mail to Customer’s e-mail address on record with Cambium Networks, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to Customer’s address on record with Cambium Networks. Customer may give notice to Cambium Networks by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to Cambium Networks, 3800 Golf Road, Suite 360, Rolling Meadows, IL 60008, Attention: Customer Support. Notice shall be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable. All communications and notices to be made or given pursuant to these Terms shall be in the English language.

13.2 Governing Law. These Terms and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of Illinois as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms. Any dispute arising out of or in connection with these Terms, including but not limited to any question regarding its existence, interpretation, validity, performance, or termination, or any dispute between the parties arising from the parties’ relationship created by these Terms, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association under its rules. The number of arbitrators shall be one (1). The parties shall endeavor to agree upon the sole arbitrator and jointly nominate the arbitrator. If the parties cannot agree upon the sole arbitrator within a time prescribed by AAA, the parties shall request the AAA to propose five (5) arbitrators and each party shall rank the proposed arbitrators. The AAA shall appoint an arbitrator from the list of five (5), based upon the parties’ rankings.

13.3 U.S. Government Customers. If Customer is a Federal Government entity, Cambium Networks provides LINKPlanner and any Services thereunder, including related software and technology, for ultimate Federal Government end use solely in accordance with the following: Government technical data rights include only those rights customarily provided to the public with a commercial item or process and Government software rights related to the Cambium Networks Service include only those rights customarily provided to the public, as defined in these Terms. The technical data rights and customary commercial software license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in these Terms.

13.4 Export. LINKPlanner utilizes software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using LINKPlanner and any Services offered by Cambium Networks, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. LINKPlanner may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Cambium Networks and its licensors make no representation that LINKPlanner is appropriate or available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited. None of the Customer Data, nor any information acquired through the use of LINKPlanner or any Cambium Networks Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.

13.5 General. Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Cambium Networks. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. Except as otherwise specified in these Terms, these Terms may be amended or supplemented only by a writing that refers explicitly to these Terms and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any of these Terms is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of the Terms will remain in full force. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. These Terms constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. Except for your payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, force majeure, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.