BestComm Networks INC. - Guest Support Agreement

BestComm 24x7x365 Guest Support Agreement

Property Name: __________________________________________________ Property Number: ____________

Number of Rooms: __________ X $11.88 ($0.99 X 12) = _____________ Per year. (Note: Set up fee waived)

This agreement is entered between BestComm Networks, Inc., hereinafter referred to as "BestComm" and the property , hereinafter referred to as "Customer" agree as follows:

Customer is equipped and/or in the process of procurement of high speed internet access equipment and related facilities (such as wiring) to provide high speed internet access for Customer's guests and staff.

BestComm hereby agrees to provide call center help desk support services in order to provide support regarding use of the high speed internet access solution for Customer's guests and staff at the property as described and on the terms set forth in this agreement.

1. DEFINITIONS: In addition to those terms defined in the text of this agreement the following terms shall have the meaning set forth below for purposes of this agreement: "HSIA equipment" means high speed internet access (HSIA) equipment/systems installed at the property . This definition includes HSIA systems installed by BestComm, one of its subcontractors, or an installer unaffiliated with BestComm. "Rooms" means guest rooms, multi-dwelling units, conference rooms, dining halls, meeting rooms, and other facilities, at the property in which HSIA equipment has been installed. "Services" means the telephone-based help desk support described in Appendix A viewable on our website at the following address: https://bestcomm.net/services/gs-appendixa

2. AUTHORITY: Customer warrants that they have authority to make decisions regarding the HSIA system(s) under its control, including but not limited to, the authority to hire, direct, and incur the expenses of BestComm and make changes to the HSIA equipment and related equipment as may be recommended.

3. ACCESS RIGHTS: Customer grants BestComm full access, for the purpose of providing Services, to it's HSIA equipment and records and will execute necessary Letters of Agency upon request by BestComm to grant access to the files of Customer's vendors related to the HSIA equipment.

4. TERM: The term of this agreement shall be for a period of twelve (12) successive months. Upon expiration of the aforementioned period, this agreement will renew automatically for twelve (12) successive months and may be canceled by either party delivering written notice one to the other such intent, sixty (60) days prior to the effective date of such cancellation.

5. PAYMENTS:

(a) Rates for Services are detailed above. All amounts exclude any applicable taxes and are payable in US dollars.

(b) Payments can be made by credit card, check, wire transfer, or by other means agreed to by BestComm administration. Monthly billing option will be in advance and will require a valid credit card on file.

(c) Payments will be made to BestComm at principal place of business located at 6601 E. Grant Rd, Suite 201, Tucson, Arizona 85715 or such other address as BestComm may notify Customer.

(d) Customer acknowledges that any payment required by it under this agreement that is not made when due may cause BestComm to incur costs not contemplated by this agreement.Therefore, Customer agrees that, as reasonable damages to BestComm, and not as a penalty, any payment required under this agreement which is not received within ten (10) days following the due date for such payment shall be subject to a late fee. Acceptance of a late fee by BestComm shall in no event constitute a waiver of any default by Customer and shall not prevent BestComm's exercise of any of its other rights and remedies granted hereunder and/or under Arizona law.

6. CUSTOMER SERVICES:

(a) BestComm will maintain a 24-hour, seven day per week, toll free customer service telephone line for all information requests from Customer's guests regarding use of the HSIA equipment installed at the hotel. Help desk Services description will be as described in Appendix A viewable on our website at the following address: https://bestcomm.net/services/gs-appendixa

BestComm shall also provide telephone help desk support for other areas of the Customer regarding use of the Equipment, including but not limited to, meeting rooms, common areas, and administrative offices. Support for other areas of the Customer may incur additional cost.

(b) Services pricing is based upon only English language support.

(c) Customer will provide BestComm with adequate contact information including ISP information, public IP address information and designated responsible person(s) who shall be on the property and authorized to notify and respond to BestComm by cell phone in the event of any emergency disrupted internet access.

Customer will promptly notify BestComm of any change in the number of Rooms for Services and any change in ISP or related services to which the Equipment may be connected, and any change in the emergency contact information. Customer understands and agrees that any Services for additional Rooms, alterations in Equipment configuration and/or connectivity ("Additional Services") may result in additional charges by BestComm.

Customer further understands and agrees that Additional Services shall only be performed by BestComm following the parties executed written agreement reflecting the scope and price therefore.

(d) Customer acknowledges that this agreement is for the limited purpose of providing for the Services by BestComm as described herein, and does not include installation, training, maintenance or repair services for any Equipment or software, or any work that requires BestComm to provide on-site technical personnel for its performance.

(e) BestComm hereby warrants that it shall perform the Services as described herein and in accordance with the terms of this agreement. ALL OTHER WARRANTIES ARE HEREBY EXPLICITLY DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY AND/OR WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE. Without limiting the foregoing, it is agreed and understood that BestComm makes no representation whatsoever as tothe functionality of the Internet itself. Customer acknowledges that ultimately connectivity to the Internet depends in substantial part on the functionality of hardware, software, and other means and devices which are beyond the ability of BestComm to control or manage. Accordingly, BestComm makes no representation, warranty, guarantee, or contractual commitment of any sort other than to provide the Services as defined and described in this agreement. In no event does BestComm warranty that the HSIA equipment or High Speed Internet Service will be uninterrupted, error free, or secure from criminal intrusion. Moreover, this agreement does not include any representations or warranties regarding the installation of Equipment.

7. STANDARD INBOUND CALL QUEUE & ANSWER TIMES: Ninety (90%) percent of inbound calls will be answered within ninety seconds (90) or less. Call resolution has averaged at eighty-five (85%) or better, with call abandonment averaging less than five (5%). Average talk time to resolution with help desk support is under ten (10) minutes per call.

8. PRIORITY INBOUND CALL QUEUE & ANSWER TIMES (OPTIONAL UPGRADE): Ninety (90%) percent of inbound calls will be answered within forty-five seconds (45) or less. Call resolution, abandonment, talk time averages are identical to averages as referenced above in section 8. If more than ten (10%) percent of Customer's average inbound call hold time is greater than forty-five(45) seconds in any calendar month, BestComm will apply a five (5%) percent credit to that month's total charges for each full percent over ten (10%) percent. The monthly credit amount will not exceed fifty (50%) percent in any calendar month.

9. DEFAULT: If Customer fails to make any payment hereunder when due or fails to perform any of the covenants or conditions on its part to be performed or if a bankruptcy or insolvency proceeding is filed by or against Customer, or if Customer makes an assignment for the benefit of creditors, BestComm shall have the right to consider Customer in breach of this agreement and, in addition to all its other rights, BestComm SHALL HAVE THE RIGHT TO CANCEL THIS AGREEMENT. In the event of such cancellation and in addition to any unpaid amounts accrued to the date of cancellation, Customer shall remain liable to BestComm for all damages, losses and expense resulting to BestComm from such breach and cancellation.

10. COSTS AND EXPENSES: Customer shall pay BestComm all costs and expenses including reasonable attorney's fees, incurred by BestComm in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions hereof.

11. LIABILITY: BestComm will exercise all reasonable efforts in furnishing Services and furnishing parts and equipment provided herein, but shall not be liable for any delays or failure to do so if any such requirements are

caused by acts of God, Government, labor difficulties, failure of transportation or other causes beyond the control of BestComm, or for interruption in the operation of the equipment. IN NO EVENTS SHALL BESTCOMM BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHETHER IN AGREEMENT, TORT OR NEGLIGENCE.

12. TRANSFERABILITY: This agreement may be transferred, assigned or sold by BestComm without notice. This agreement is transferable by Customer with BestComm prior written consent, which consent shall not be unreasonably withheld.

13. APPLICABLE LAW: This agreement shall be interpreted under the laws of the State of Arizona and Venue is agreed to be in Pima County, Arizona. Any dispute arising from this agreement shall be settled by binding arbitration in accordance with Arizona arbitration rules. The decision by the Arbitrator shall be final, conclusive and binding for the Customer and BestComm. Each party will be responsible for one half of the arbitration costs and expenses. Each party shall be responsible for its own counsel fees and expenses.

14. CONFIDENTIALITY: Customer and BestComm will consider confidential, for the duration of the Agreement and after its termination, information, documents, systems, "know-how", formulas or any data from the other party which he may have acquired during the duration of the Agreement, and will not disclose these to a third party, nor use these except within the boundaries of the agreement.

15. AGREEMENT ACTIVATION: Agreement between Customer and BestComm is not effective until signed by a Customer and returned to BestComm.This agreement including appendices incorporated by reference are part of this agreement. Customer understands and agrees to adhere with the terms and conditions of this agreement.