Hybrid Technologies Service Exhibit

Updated: September 28, 2022

1. General; Service Schedules.
   1. General. Lumen services described in the Lumen Service Schedules listed below (“Service”). Lumen is defined for purposes of this Service Exhibit as CenturyLink Communications, LLC d/b/a Lumen Technologies Group or its affiliated entities (“Lumen”). This Service Exhibit incorporates the terms of the Master Service Agreement or other Lumen approved service agreement under which Lumen provides the Services to Customer (the “Agreement”), and in the event of a conflict in any term of any documents that govern the provision of Services, the following order of precedence will apply in descending order of control: the Service Schedule, including the Supplemental Terms (if applicable), this Service Exhibit, the Agreement, any applicable Service Guide, the SLA, and the Service Order(s). Capitalized terms not defined in this Service Exhibit or one of the Service Schedules are defined in the Agreement. These terms are effective as of the time Customer signs the applicable Service Order or upon acceptance of the applicable terms as part of Lumen’s online order process.
   2. Lumen Service Schedules. Customer may purchase the Services in the following Service Schedules included within this Service Exhibit.
      SERVICE SCHEDULE: LUMEN EDGE BARE METAL
   3. For Services provided outside the United States, Customer or its local affiliate may be required to enter into a separate local country addendum/agreement (as approved by local authorities) (“LCA”) with the respective Lumen affiliate that provides the local Service(s). Such Lumen affiliate will invoice Customer or its local affiliate for the respective local Service(s).
2. Term; Renewal. Lumen Services have a minimum term which begins on the Service Commencement Date and continues for the period set forth in the relevant Service Order ("Initial Service Term"). The Initial Service Term and any automatic renewal terms are collectively referred to as the "Service Term". The Service Schedules describe the applicable term and renewal information in more detail.


3. Rates; Billing.
   1. Rates. Customer will pay all applicable rates and fees set forth in the relevant Service Order or posted online for self-provisioned Services and as further described in the applicable Service Schedule. Lumen may increase applicable charges at any time in any automatic renewal term or as otherwise provided in a Service Schedule. Charges for certain Services are subject to (a) a property tax surcharge (or substantially similar local equivalent); and (b) a cost recovery fee per month to reimburse Lumen for various governmental taxes and surcharges. Such charges are subject to change by Lumen and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit www.lumen.com/taxes. All invoices will be issued to Customer and paid in the currency specified in the Service Order.
   2. Withholding Tax. Service charges are exclusive of Taxes and presented without reduction for any withholding Tax, all of which are the responsibility of the Customer. If Customer is required by law to make any deduction or withholding of Taxes from any payment due under this Service Exhibit, then Customer must increase the gross amount payable so that, after any deduction or withholding Taxes, the net amount paid to Lumen will not be less than Lumen would have received had no such deduction or withholding been required.
   3. Service Commencement Date. If Lumen partially installs or activates a Service, Lumen reserves the right to commence billing for such Service on a pro rata basis, and if a Service installation is delayed, incomplete or is not usable by Customer through no fault of Lumen or its agents, Lumen will have the right to commence billing as installed and per the Service Commencement Date.
   4. Lumen reserves the right to use dynamic exchange rates to calculate all non-USD billing. This means that the exchange rate published on the day each respective monthly invoice is created will be the exchange rate used to appropriately convert the invoiced amounts from USD to the applicable currency. In the alternative, Lumen reserves the right to adjust exchange rates on a regular basis (i.e. quarterly). Exchange rate adjustments will not be deemed a rate adjustment.
4. Security Obligations.
   1. 1. Lumen has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer data from unauthorized access, use, or disclosure. The program includes formal information security policies and procedures, which are reviewed annually and updated as necessary to address evolving threats. The security measures of the information security program generally apply to Lumen’s systems, facilities and standard services and certain measures may not apply or may be applied differently to customized services, configurations, or environments ordered or as deployed by Customer. Lumen will maintain its information security program in accordance with applicable state, federal and international laws and regulations governing the privacy and protection of data (“Privacy Laws”). Lumen, or its underlying provider, has completed an AICPA sanctioned Type II audit report (i.e., SSAE18/ISAE3402 SOC 1 or AT-101 SOC 2) for applicable Services in certain data centers and intends to continue to conduct audits pursuant to a currently sanctioned or successor standard. Customer will be entitled to receive a copy of the then-available report (or a summary of it) annually upon request, which report is Lumen Confidential Information. Customer may make reports available to its End Users subject to applicable confidentiality terms.
   2. Lumen will not disclose, modify, or access Customer Data, except: (a) as authorized by Customer in connection with the operation of the Services, including requests for support, incident resolution, or to access or use certain tools, features, or functionalities of particular Services; (b) as necessary to provide the Services to Customer, including complying with reasonably and lawful instructions communicated to Lumen, to prevent or address technical problems, or to otherwise comply with the Agreement; or (c) as necessary to comply with subpoenas, court orders or Privacy Laws. To the extent Lumen accesses or handles Customer information, including personally identifiable information, it will do so only as necessary to provide the Services, perform under the Agreement and to comply with applicable law and Privacy Laws, including: (a) configuration, technical, operational and usage data relating to the performance and use of the Services; (b) business contact and similar information necessary for administering the business relationship and Agreement between the parties; and (c) account information required to manage the Services, provide notices, and handle Service invoicing and remittance. Lumen may disclose such information to its affiliates, vendor and subcontractors only as may be required to provide the Services and/or to comply with its contractual obligations, subject to privacy and confidentiality protections no less protective than those in the Agreement or Service Attachments. Lumen may also transfer such information between its operating jurisdictions, including to the United States, solely for the purposes described in this Section.
   3. Customer understands and acknowledges the Services are not designed to any specific security requirements and are not suitable for regulated content, including for the transmittal, storage or maintenance of protected health information consistent with the Health Insurance Portability and Accountability Act (HIPAA), as amended or any other personal or sensitive information. Customer warrants and represents that it will not use the Services to maintain, transmit or store protected health information. Customer will defend Lumen and its affiliates from any claim, demand or action arising in connection with a breach of the foregoing warranty. Customer will also pay any costs of settlement or any damages finally awarded by a court of competent jurisdiction against Lumen and payable to such third party as a result of such claim.
   4. Customer agrees that it has adopted and implemented, and will maintain, a corporate information security program designed to protect its Customer Data from unauthorized access, use, or disclosure. Customer is solely responsible for properly selecting, configuring and using the Services, and taking its own steps to maintain appropriate security, protection and backup of applicable content, information or Customer Data, including encrypting Customer Data or other applicable content. Customer acknowledges that the Customer environment may be configured with varying degrees of security and further acknowledges that it and not Lumen will be responsible for whether the Services and Customer environment are configured in a secure manner, and no security requirements or obligations of Lumen related to any other Lumen Service, including FedRAMP, NIST, FISMA, or other security platforms will apply.
   5. Customer is responsible for: (a) ensuring that it has provided all requisite notices, obtained all requisite consents and otherwise secured any necessary rights for any Customer Data and other Customer information; (b) determining the legal suitability of the Services in light of the type of Customer Data involved; and (c) its and its End Users use of the Services in compliance with applicable law, including Privacy Laws.
5. Equipment.
   1. Customer Provided Equipment. Customer is responsible for selecting, supplying, installing and maintaining Customer equipment used to access the Services or used in connection with the Services, including any systems, or hardware. Customer: (a) will ensure all equipment, hardware and systems are up to date and supportable; and (b) understands that if any Customer Equipment impairs its use of the Service, Customer will remain liable for applicable charges and any otherwise applicable Service Level will not apply.
   2. Lumen Equipment. If Lumen Equipment is installed on a Customer premise or third-party location contracted by Customer:
      1. Lumen or in certain jurisdictions, a Lumen supplier will hold title to the Lumen Equipment. Customer will keep all Lumen Equipment free of liens and will not allow any liens, encumbrances, or claims to be levied against the Lumen Equipment. Neither Customer nor its representatives will attempt in any way to circumvent or otherwise interfere with any security precautions or measures of Lumen relating to the Lumen Equipment.
      2. Customer will retain the risk of loss for, loss of (including, without limitation, loss of use), or damage to, Lumen Equipment, Customer will inform Lumen as quickly as possible and in not less than 24 hours following damage to Lumen Equipment, including during pre-installation storage and will, within 30 days of invoice, reimburse Lumen for (i) replacement value of Lumen Equipment as new at then current prices if the equipment is not capable of repair (as determined by Lumen), or (ii) the repair cost.
      3. Customer will not: (i) change, remove or obscure any labels, plates or insignia, lettering or other markings placed on the Lumen Equipment; (ii) repair, replace or make physical modifications to Lumen Equipment without written authorization from Lumen or Lumen’s supplier; or (iii) alter, disconnect, tamper with, restrict access to, or move the Lumen Equipment from the designated address unless otherwise approved in writing by Lumen.
      4. Customer will: (i) have and maintain all rights, authorizations and consents necessary to enable Lumen to operate and maintain the Lumen Equipment; (ii) at its expense, provide suitable space and proper environmental conditions as recommended by Lumen, including power supply, rack space, HVAC, cabling, lighting necessary for the installation, operation or maintenance of the Lumen Equipment, including cabling for connectivity between Lumen Equipment and the Lumen network devices; (iii) will ensure that exterior surfaces are kept clean and in good condition; (iv) provide Lumen with reasonable access inspection and maintenance; (v) assure Customer premises comply with safety and health standards consistent with industry standards; (vi) maintain adequate security policies and procedures for the Lumen Equipment, network or applications which interface with the Lumen Equipment; (vii) timely provide Lumen and its suppliers with any needed Customer completed import/export documentation and undertakings (including but not limited to acting as the importer of record if requested by Lumen or its suppliers); and (viii) upon any expiration or termination of the applicable Service, Customer will, at the option of Lumen, return the Lumen Equipment at Customer’s expense, or provide all necessary cooperation to allow Lumen to remove the Lumen Equipment from any Customer location(s).
      5. Upgrades. Lumen may periodically upgrade the Lumen Equipment. If Lumen Equipment is located on a Customer premise, Customer must allow Lumen to make these changes within five business days of receipt of the request from Lumen, or Lumen’s obligation to provide the applicable Service in accordance with this Service Exhibit will be suspended until Customer grants Lumen the access required to make changes. Lumen will use commercially reasonable efforts to notify Customer’s technical point of contact prior to emergency changes.
6. Cancellation; Termination; Default. This Section 6 applies in lieu of any other cancellation and termination section, including any available rights of termination that may be in the Agreement.
   1. Suspension. Lumen may suspend the affected Service immediately in the event Lumen has a good faith belief that suspension is reasonably necessary to mitigate damage or liability that may result from Customer’s continued use of the Service. In the event Lumen exercises its right to suspend Customer's access to Services, during the period of suspension: (a) Lumen will not take any action to intentionally erase any Customer Data; and (b) applicable charges, including storage charges but not usage charges, if any, will continue to accrue.
   2. Cancellation. Except for pay as you go or month to month services, if Customer terminates an ordered Service prior to its Service Commencement Date, Customer will pay a cancellation fee equal to one (1) month's projected MRC or usage, plus all out-of-pocket costs incurred by or imposed upon Lumen (e.g., ordered equipment, licenses, carrier termination charges).
   3. Termination. Pay as you go Services are terminable at any time. Month to month Services are terminable upon thirty (30) days prior written notice. Unless otherwise provided in a Service Schedule, and except for any Service subject to a revenue and term commit, if a Service with a term greater than one month is terminated either by Lumen as a result of Customer’s default or by Customer for any reason other than Lumen’s default and prior to the conclusion of the applicable Service Term, then Customer will be liable for: (a) Service charges accrued but unpaid as of the termination date; (b) any out-of-pocket costs incurred by or imposed upon Lumen (e.g., ordered equipment, licenses, carrier termination charges); and (c) an early termination charge equal to 50% of the then current MRC, NRC, and usage charges for the affected Services multiplied by the number of months remaining in the Service Term.
   4. Effect of Termination. Customer’s access to the applicable Services will end as of the effective date of expiration or termination of any Service and Lumen will not be responsible for assisting Customer with any transition to an alternative provider. Customer use of any on premise or virtual network appliance(s) and/or other Lumen provided software must immediately cease and all instances must be deleted as of the effective date of termination. Lumen is not responsible for any Customer Data stored or remaining on Lumen infrastructure as of the effective date of termination. Lumen’s enforcement of this provision will survive the termination of the applicable Services.
7. Scheduled Maintenance. This section 7 applies in lieu of any other scheduled maintenance and local access provisions that may be included in the Agreement. Customer acknowledges that the Services may be subject to routine maintenance or repair and agrees to cooperate in a timely manner and provide reasonable access and assistance as necessary to allow such maintenance or repair. Scheduled maintenance windows are identified in the applicable Service Attachment or Website.


8. Liabilities; Disclaimer.
   1. Direct Damages. Except for the payment and indemnification obligations of Customer and subject to the Damages Limitations provision in the Agreement or similar waiver of consequential damages provision, the total aggregate liability of each party arising from or related to the claim will not exceed in the aggregate the total MRCs, NRCs, and usage charges paid or payable to Lumen for the affected Services under the applicable Service Schedule in the twelve (12) months immediately preceding the first event giving rise to the cause of action (“Damage Cap”). Notwithstanding the foregoing, any Security Services provided under the Service Schedule-Security Services will have a sub cap of six (6) months.
   2. Additional Disclaimer of Warranties. LUMEN MAKES NO EXPRESS WARRANTIES, WRITTEN OR ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES PERMITTED UNDER APPLICABLE LAW. ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE AND NON-INFRINGEMENT, THAT PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURITY INCIDENT FREE, THAT ANY HARDWARE OR SOFTWARE WILL BE ERROR FREE OR COMPATIBLE WITH CUSTOMER SYSTEMS, THAT SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, THAT ANY SERVICES PERFORMED COMPLY WITH OR SATISFY ANY APPLICABLE GOVERNMENTAL OR INDUSTRY DATA SECURITY OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST, CORRUPTED, ALTERED OR ACCESSED, INCLUDING TRANSMISSION BETWEEN LUMEN INFRASTRUCTURE AND/OR CUSTOMER’S OWN OR CONTRACTED INFRASTRUCTURE OR CUSTOMER ERRORS OR OMISSIONS IN SELF-PROVISIONING SERVICE. THE PREVIOUS DISCLAIMERS WILL NOT LIMIT CUSTOMER'S ABILITY TO SEEK ANY APPLICABLE SLA REMEDIES. Any obligation of Lumen to defend, indemnify or hold Customer harmless for any intellectual property related claims as may be set forth in the Agreement are hereby disclaimed in their entirety by Customer with respect to the Services.
9. Notices.
   1. Notwithstanding anything to the contrary in the Agreement, Customer acknowledges and agrees that Lumen may also contact Customer via e-mail at the e-mail address provided to Lumen when Customer ordered the Service, and such email may include instructions for use of a private website for posting of such notices, for any reason relating to the Service, including for purposes of providing Customer any notices required under the Agreement. Customer is responsible for maintaining an up to date email address in accordance with the Customer Responsibilities Section below.
   2. Service Notice. Unless otherwise provided in a Service Schedule, all Customer notices for disconnect and termination must be sent via email to Lumen at: BusinessDisconnects@lumen.com and must contain the account name, account number, identification of the Service(s), and Service address(es). Such disconnect and termination is effective thirty (30) days after Lumen’s receipt of the notice. All Customer notices for Service non-renewal and other routine operational notices will be provided in writing to its Lumen sales representative. Failure to provide disconnect, termination and non-renewal notices in accordance with the terms of this Service Exhibit may result in continued charges, and Lumen will not credit charges for such noncompliance.
10. Intellectual Property; Software.
    1. Intellectual Property. Lumen intellectual property and proprietary rights include skills, know-how, modifications, software or other enhancements developed or acquired in the course of configuring, providing, or managing the Service. Each party agrees that it will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology or equipment of the other party or its licensors. Nothing in this Service Exhibit or the performance of it conveys, or otherwise transfers any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors.
    2. To the extent required by Lumen to provide certain Services, Customer grants to Lumen a non-exclusive, non-transferable, royalty-free license to use, process and execute Customer Technology, and to sublicense Customer Technology to Lumen subsidiaries and affiliates and any third parties providing all or part of the Service on behalf of Lumen.
    3. Lumen Provided Software.
       1. Lumen grants to Customer a limited, nonexclusive, non-transferable, non-sublicensable, revocable, worldwide, subscription-based license during the Service Term to install, test, and use the object code version of any software provided by Lumen to Customer (“Software”) for Customer’s internal use solely in connection with the Services provided under this Service Exhibit and strictly in accordance with all applicable licensing terms and conditions.
       2. Customer acknowledges the Software and Lumen Equipment may contain software or firmware licensed from third parties (“Third Party Software”). Customer agrees that Third Party Software, including any corresponding documentation, will be used strictly in accordance with applicable licensing terms and conditions, as may be updated from time to time or in accordance with mandatory pass through terms or EULAs which, if applicable may be identified in the applicable Supplemental Terms. All rights in and to any Third-Party Software are reserved by and remain with the applicable third parties. In addition, Customer consents to the installation of Third-Party Software on Customer owned and managed systems and agrees to provide appropriate permissions or consent for Lumen to perform the Services. Lumen is not responsible for any hardware issues arising from or related to the installation of Third-Party Software. Lumen makes no representations or warranties whatsoever regarding Third Party Software. Notwithstanding anything to the contrary in the Agreement, Lumen will have no obligation to defend, indemnify or hold Customer harmless, or otherwise liable to Customer in any way, for any claims of infringement of patent, copyright or other intellectual property right related to or arising from the Third Party Software.
       3. Customer will not authorize any third party to use the Lumen Equipment or Software, including without limitation the Lumen APIs. Customer will not use, distribute or modify the Software or Lumen Equipment in any manner that would require that any Software or Lumen Equipment, components of it, or other intellectual property of Lumen or its licensors be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients.
    4. Customer Provided Software. If Customer elects to, or if the underlying Service purchased by Customer permits Customer to, use (including and/or making available to End Users) Customer provided and/or licensed software in connection with the Services, including on Lumen Equipment, Customer is solely responsible for (a) selecting, licensing, installing, maintaining software; (b) ensuring adherence to current technical documentation, up to date versions, all applicable licensing terms, requirements, and/or restrictions; and (c) ensuring it has the legal right to use the software in this manner and that Lumen has all necessary permissions to patch and/or provide other managed Services in reliance on Customer’s license if required as part of the Service. Customer’s failure to do so may result in Lumen’s inability to provide the Services and Lumen will have no liability from it. In addition, Lumen reserves the right to require an upgrade or migration, the purchase of additional services and/or charge additional fees at its discretion for continued use of software that does not comply with the above requirements.
    5. Open Source. Certain Software and Lumen Equipment may include open source software and/or publicly distributed software (each, “open source software”), each of which is a separate and independent work and is subject to its own or open source or public license agreement (“Open Source License Agreement”). Customer agrees that open source software is licensed to Customer from the original licensor (and not Lumen) under, and are subject to, the terms of the applicable Open Source License Agreement, which Customer agrees to. Nothing in this Service Exhibit will limit Customer’s rights under, or grants Customer any rights that supersede or expand, the terms and conditions in the applicable Open Source License Agreement. For clarity, this Service Exhibit is not intended to change or restrict the terms of any Open Source License Agreement, and Lumen does not seek to restrict, or receive compensation for, the copying or redistribution of open source software, which is otherwise freely re-distributable to third parties.
    6. Export. Customer will not export the Software or the Lumen Equipment outside the country that Lumen provides the Software or Lumen Equipment to Customer in, or otherwise conduct an “deemed” export as described under the Export Administration Regulations (i.e., Section 734.13), without providing notice to Lumen and receiving Lumen’s prior written authorization.
11. Feedback. In the event Customer elects to communicate to Lumen suggestions for improvements to the Software or Service (“Feedback”), Lumen will own all right, title and interest in and to the Feedback, even if Customer has designated the Feedback as confidential, and Lumen will be entitled to use the Feedback without restriction. Customer irrevocably assigns all right, title, and interest in and to the Feedback to Lumen and agrees to provide Lumen such assistance as it may require to document, perfect and maintain Lumen’s rights to the Feedback.


12. Customer Responsibilities. Customer’s failure to meet the responsibilities in this section, and any additional responsibilities identified in an applicable Service Schedule, may result in Lumen’s inability to provide the Service(s) to Customer and Lumen will not be liable for any failure to perform, including any SLAs in the event of Customer’s failure.
    1. Customer represents that Customer is not (a) located in, under the control of, or a national or resident of any country or territory to which export is prohibited under the laws of any country in which Lumen operates, or (b) on the U.S. Treasury Department List of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.
    2. Customer agrees that: (a) it will provide accurate and complete information as requested by Lumen in connection with its registration or request for Services, including maintaining up to date, complete and accurate contact information, including an email address for the point of contact reachable 24/7 and should be authorized to make, direct, authorize and/or consent to changes to the Customer’s Service, as applicable; and (b) any registrants, users, or others placing orders for Service on its behalf have full legal capacity to do so and are duly authorized to do so and to legally bind Customer; (c) safeguard the Services so as to ensure that no unauthorized person will have access to it or allow access beyond the authorized number of subscribers, and that no persons authorized to have access will make any unauthorized use; (d) maintain at all times during the Service Term, current Customer information to serve as a technical point of contact available 24x7 with sufficient knowledge, authority and access to address configuration issues, event notifications, system or infrastructure modifications and authentication of applicable Lumen systems; (e) it is solely responsible for and Lumen will have no liability for establishing, maintaining and resolving issues with any network connectivity provided by Customer. Unless public Internet access is included as part of the applicable Service and SLA, any issues with network connectivity provided by Lumen will be resolved in accordance with the terms and conditions associated with such connectivity and are outside the scope of these Services.
    3. Portal Use. Customer is responsible for maintaining the confidentiality of and protecting access to all usernames and passwords it creates or assigns (collectively, “Credentials”) and is solely responsible for all activities that occur under the Credentials, including access to content. Customer agrees to notify Lumen promptly of any actual or suspected unauthorized use of any Credentials. Lumen reserves the right to terminate upon notice any Credentials that Lumen reasonably determines may have been accessed or used by an unauthorized third party. For added security, Lumen recommends two-factor authentication in conjunction with all Credentials.
    4. Unauthorized Testing. Customer will not attempt, permit or instruct any party to take any action that would reduce the effectiveness of Service or any devices used to deliver Lumen services. Without limiting the foregoing, Customer is specifically prohibited from conducting unannounced or unscheduled test firewall attacks, penetration testing or external network scans on Lumen’s network and infrastructure without the prior written consent of Lumen.
    5. Lumen is not responsible for the Service or the SLA if any network, system or security changes by Customer affect the infrastructure or monitoring capability of Lumen.
    6. Customer has all licenses, rights, consents, and permissions that are required for Customer's and any End User's use of any operating systems, software, applications, and any other content that Customer or any End User uploads to or uses in connection with the Service.
13. Acknowledgements.
    1. Lumen’s SLAs only apply to the respective vendors’ supported configurations, operating systems or software at the time SLA support requests are triggered. If any configuration or version is identified as “unsupported” by a vendor, a service level objective (“SLO”) in lieu of any other applicable SLA will apply. Lumen reserves the right to charge the Customer for any support, upgrades or additional tasks/work incurred, resulting from Customers continued use of unsupported configuration. Customer acknowledges and agrees that it is solely responsible for selecting and ensuring its software and systems are up to date and supportable.
    2. Customer acknowledges that all third-party components of the Service are subject to the applicable vendor’s decision to (i) not continue to provide or renew the Service with Lumen and/or (ii) modify or end of life a component(s). If any of the foregoing occurs, Lumen will use commercially reasonable efforts to migrate Customer to another comparable Lumen service at any time. Such migration will occur without regard to Customer’s current Service Term.
    3. Lumen reserves the right to make any updates, error corrections, bug fixes, and other related modifications to the Services at any time upon notice posted on the Website.
14. Definitions.

    “API” means a Lumen provided Application Programming Interface.

    “Customer Data” means any data, content or information of Customer or its End Users that is stored, transmitted, or otherwise processed using the Lumen Services. Lumen’s obligations with respect to such Customer Data will be exclusively governed by the Security Obligations Section 4.1 and are further subject to all Limitation of Liability provisions of this Service Exhibit, the Service Schedule and the Agreement.

    "Customer Technology" means the technology, and other information of Customer and its licensors, including Customer's operations design, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world.

    “End User” means Customer’s members, end users or any other third parties who use or access the Services or access Lumen’s network or data centers via the Services.

    “Lumen Equipment” means certain Lumen-provided equipment or hardware (e.g. servers, switches, etc.) and related operating software that Customer may access or use either within Lumen infrastructure or installed on a customer premise. Certain Lumen Equipment may be used for the purpose of connecting a Customer endpoint to Lumen managed hosting data center(s) for the delivery of managed services. All Lumen Equipment will be owned or licensed and maintained by Lumen or its suppliers.

    “MRC” means monthly recurring charge.

    “NRC” means non-recurring charge.

    “Portal” means access to the online graphical user interface(s) system utilized in conjunction with the Services. Portal may also refer to interface that Lumen uses to provide services to customers. Certain Portals facilitate order processing, provisioning, management and monitoring, change management, billing, customer support/ticketing and reporting.

    “Service Commencement Date” means, for purposes of this Service Exhibit, the date Lumen begins billing for a Service and is the earlier of (a) the date on which Customer uses the Service; (b) the date Lumen notifies Customer in writing that the initial installation or a usable part of it is complete; or (c) the date the Service is activated by Lumen or Customer; or (d) for those Services subject to a revenue commit, the date Customer signs or accepts the applicable Order. The Service Commencement Date will apply in lieu of any other Customer Commit Date, Connection Notice, or similar language in the Agreement. No acceptance period applies.

    "Service Guide" (or "SG") means the product-specific Service guide that includes technical descriptions which Lumen may modify from time to time, effective upon posting on the applicable Website. References in the SGs to the CenturyLink TS Services Exhibit will mean this Hybrid Technologies Service Exhibit.

    "Service Order" or “Order” means a service order request submitted on a form issued by Lumen and signed or agreed by Customer that includes the type and details of the specific Services ordered by Customer. A Service Order will also mean, the online activation of self-provisioned Services, including (i) submitting a request for Service via “create account”, “activate”, “activate account” or similar request within the portal and self-provisioning requested components; and (ii) agreeing to the applicable order summary or confirmation of Service activation request at the pricing included within the summary or confirmation page by clicking “complete”.

    "Service Schedule" means the additional product specific terms for the particular Hybrid Technologies Service(s) purchased by Customer. Service Schedules do not apply unless and until Customer purchases the applicable Service.

    “SLA” or "SLA Attachment" or “Service Levels” means the service level agreement applicable to each individual Service, if any, which provides Customer's sole and exclusive remedies for any nonperformance, Service deficiencies, outages, interruptions or failures of any kind. SLAs may be updated from time to time upon posting on the applicable website referenced in the Service Schedule(s).

    “Supplemental Terms” means additional terms and conditions that apply for particular Services provided pursuant to a Service Schedule, as may be updated from time to time, effective upon posting.

    “Website” means either www.ctl.io or www.lumen.com as applicable or a successor website and as more specifically noted in the applicable Service Schedule.

SERVICE SCHEDULE: LUMEN EDGE BARE METAL

The services covered by this Service Schedule are the Lumen Edge Bare Metal Services provided by Lumen to Customer (“Services”).

Additional Terms of Use: Customer’s use of Services is subject to the Supplemental Terms, and the SLA Attachment applicable to the Service.

1. Service Description.

   Lumen Edge Bare Metal (“Edge Bare Metal”) is a pay for use service in a multi-tenant data center environment in which Customer may purchase the use of a dedicated, physical, non-virtualized server provided by Lumen. Lumen provides (i) the underlying infrastructure, including space and power for the dedicated server(s); (ii) public Internet connectivity; (iii) a selection of pre-defined compute resources (e.g., CPU, RAM (i.e. memory), storage configurations, and operating systems to select from during the server build process; (iv) use of the portal and APIs for provisioning and management; and (v) online templates to add orchestration and application services. All other applications, additional storage, security policies (i.e. firewalls, encryption at transit and at rest), software and connectivity other than shared public Internet connectivity are the sole responsibility of Customer; and if purchased from Lumen, will be subject to separate terms and conditions and pricing.

   Each server is a portion of the larger pool of pre-installed and integrated compute, storage, and public Internet connectivity. The Customer can select the size of the server and select from a range of Lumen provided templates as a baseline to configure the operating system. Lumen does not have root or server access to the server and does not have access to any applications, content or data installed on the server.

   Customer may elect to purchase additional IP address space, in increments designated by Lumen, for an additional Monthly Charge. If Lumen assigns to Customer an IP address as part of the provision of Service, the IP address is a right to use only and will revert to Lumen after termination of the applicable Order for any reason whatsoever, and Customer will cease using the IP address. At any time after termination, Lumen may re-assign IP address(es) to another customer.

2. Edge Services portal. Customer may access the Services via an API or the Edge Services portal. Lumen may modify the portal or the APIs or may transition to new APIs at any time. Customer’s use of the Edge Services portal and/or APIs are governed by the Agreement, all applicable Service Attachments, and the applicable terms of use and/or portal terms.


3. Rates/Charges.
   1. All rates and fees are billed monthly in arrears. Any Monthly Recurring Charges may also be referred to as “Monthly Charges” or “MRCs”. Any non-recurring charges may also be referred to as one-time charges. Services will be billed in local currency equivalent selected by Customers. Rates and fees changes are effective in accordance with the notices section below.
   2. Customer acknowledges the Service is a pay-for-use service billable on an hourly basis; provided however that certain add-on features may be billable on a monthly basis. Unless otherwise provided below, Customer will pay all applicable rates and fees associated with both the individual Service and the quantity of Services ordered by Customer via an API or the Edge Services portal. All rates and fees associated with the Services are posted in USD on ctl.io or the Edge Services portal (collectively, the “Website”). Customer’s election to build and activate Service(s) within the Edge Services portal constitutes Customer’s acceptance of the applicable pricing. Customer acknowledges that any initial Order signed or accepted by Customer may show zero-dollar rates for usage based Services since the Customer will not yet have access to the Edge Services portal to order or build Services at the time of the initial Order.
   3. Usage charges consist of the following: (i) RAM; (ii) CPU usage; (iii) operating system (if applicable); and (iv) storage. Certain features (e.g., IP Address space) are billed as a Monthly Charge. All charges accrue regardless of the operational status of the applicable service (i.e. used, un-used, powered off).
   4. Customer agrees that monthly invoices may vary based on usage, applicable monthly recurring fees, billing components, other one-time charges, taxes and fees, and the combination of Services deployed. Customer further agrees that it is responsible for all charges associated with all Services created or activated (e.g., charges related to any applicable tiers or components), including any changes made to the Services.
4. Revenue Commit.
   1. When an Order includes a Revenue Commit, Customer (i) agrees to the Revenue Commitment for each month of the Initial Service Term (may also be referred to as “Term Commit”); and (ii) agrees that any applicable discount identified on the Order is off list rates for compute usage only and that the discount applies only for the Initial Service Term. The discount is applied to Customer’s actual compute usage at the time of invoice. IP Address space, RAM, storage, licensing fees, managed services fees, value-add services, any other applicable fees, including for other services the Customer may elect to activate, applicable taxes and surcharges do not contribute toward the Revenue Commit. Service will revert to standard list pricing on a pay as you go basis upon expiration of the Initial Service Term.
   2. Notwithstanding anything to the contrary in the Agreement, the Service Commencement Date for Services subject to a Revenue Commit and Term Commit is the date Customer signs or accepts the Order, regardless of the date Customer elects to activate Service and constitutes Lumen’s acceptance of Customer’s request for Service.
   3. To the extent actual compute usage in a month (i) exceeds the Revenue Commit, Customer will pay the Revenue Commitment plus the actual usage. Compute overages are also invoiced at discounted rate; or (ii) is less than the Revenue Commit, Lumen will invoice Customer and Customer agrees to pay, any shortfall between the Revenue Commit and actual usage.
5. Term. The Initial Service Term of any individual Service not subject to a Revenue Commit and Term Commit will commence on the applicable Service Commencement Date and will remain in effect for as long as Customer continues to have access to the Service (e.g. day to day, month to month). The Initial Service Term of any individual Service subject to Revenue Commit and Term Commit will commence on the applicable Service Commencement Date and will continue for the period set forth in the Order. Notwithstanding anything to the contrary in the Agreement or the Service Exhibit, unless, prior to expiration of the Initial Service Term associated with Customer’s Revenue Commit and Term Commit, Customer signs a new Service Order with a new Revenue Commit and Term Commit, the Service will automatically renew on a pay as you go basis at then current rates listed in the Edge Services portal with no further Revenue Commit or Term Commit.


6. Termination; Effect of Termination.
   1. Pay as you go Services. Customer may terminate or shutdown any individual server at any time without liability for early termination charges.
      Pay as you go Service subject to a Revenue and Term Commit. If any Service subject to a Revenue Commit and Term Commit is terminated either by Lumen as a result of Customer’s default or by Customer for any reason other than as a result of default prior to the conclusion of an applicable Initial Service Term, then Customer will be liable for: (i) an early termination charge equal to 100% of the then current Revenue Commit (as identified on the applicable Order) multiplied by the number of months remaining in the Initial Service Term; (ii) all Service charges accrued but unpaid as of the termination date; and (iii) any out of pocket costs incurred by or imposed upon Lumen (e.g. license fees, vendor termination charges).
      Month to Month Services. If any Service is designated a month to month Service (e.g., operating system software), Customer may terminate or deactivate a month to month Service anytime, subject to the payment of the full month’s Monthly Charge, regardless of the date of termination or de-activation.
      Pay as you go Services subject to Monthly Charges. Add-on features subject to a monthly charge are treated as pay as you go services for purposes of termination. The applicable Monthly Charge will be prorated based on date of deactivation.
   2. Customer must follow Lumen's termination or shutdown procedures made available in the Edge Services portal. Failure to follow the procedures may result in continued charges, and Lumen will not credit charges for noncompliance. Lumen will initiate secure erase upon completion of the termination procedures by Customer. Customer is solely responsible for removing and/or backing up any information, content, or Customer Data prior to initiating termination procedures for applicable servers. If Customer is terminating all Services under this Service Schedule, Customer must also comply with any other applicable Notices provision noted below.
7. Data Preservation. If Lumen exercises its right to suspend Customer's access to Services, during the period of suspension (a) Lumen will not take any action to intentionally erase any content and/or stored Customer Data; and (b) applicable usage charges will continue to accrue.


8. Security.
   1. Without limiting Lumen’s express obligations related to the Service, Customer will take reasonable steps to protect and maintain the security of Customer Data and any other content stored on or processed through the Services. Customer is solely responsible for properly configuring and using the Service and implementing reasonable security measures to maintain appropriate security, protection and backup of Customer Data, applications, information or any other content stored on, transmitted or processed through the Service, which may include the use of encryption technology to protect Customer Data from unauthorized access. Lumen may assist with initial configuration and monitoring subject to the purchase of certain Managed Services. Given that Customer can self-provision and self-configure the Services and the Customer environment in ways that may reduce security, notwithstanding anything else to the contrary in any Service Attachment or the Agreement, Customer acknowledges that it and not Lumen will be responsible for whether the Services and Customer environment are configured in a secure manner and no security requirements or obligations of Lumen related to any other Lumen Service, including FedRAMP, NIST, FISMA, or other security platforms will apply. In addition, Customer is solely responsible for compliance related to the manner in which the Service is used or accessed by Customer or its End Users.
   2. Notwithstanding anything to the contrary in the Agreement (including any applicable data process or security terms), Lumen is not responsible for any of the following: (i) non-physical security, such as access controls, encryption, firewalls, antivirus protection, threat detection, and security scanning; (ii) logging and monitoring; (iii) non-hardware maintenance or support; (iv) data backup, including any redundancy or high-availability configuration; or (v) business continuity and disaster recovery policies or procedures. Customer is solely responsible for securing (other than physical security of the servers), logging and monitoring, maintaining and supporting, and backing up any operating systems, Customer Data, software, and applications Customer uses with, uploads to, hosts or transmits on the Service.
9. Authorization. Customer represents and warrants that: (i) the information Customer provides in connection with Customer's registration for the Services is accurate and complete; and (ii) (a) Customer is duly authorized to do business in the country or countries where Customer operates, and (b) Customer's employees, officers, representatives, agents or others accessing the Services or building additional servers or adding additional Services via self-serve or fulfilling other actions made available on its behalf through the Edge Services portal are duly authorized and have full legal capacity (and are therefore, where applicable or required by local law or regulation, granted special, ample and sufficient power of attorney) to do so and to legally bind Customer to these terms and all transactions conducted under Customer's account. Customer may only use the Services to store, retrieve, query, serve, and execute Customer Data that is owned, licensed, or lawfully obtained and processed by Customer.


10. Disclaimer. Lumen reserves the right to make new functionality, products, and services available as “beta” offers. For any offer labeled as “beta”, the Beta Program provisions of the Supplemental Terms will apply.


11. Customer Responsibilities.
    1. Customer is responsible for ensuring that it has all appropriate permissions to install any Customer provided software and application. Customer is also responsible for enabling Lumen management access, if included as part of the Service.
    2. Firewall. By default, all external network access to servers in the Service is turned off by firewall policy. Users may open external access to servers by creating the appropriate firewall policy. Users are responsible for the security implications of the firewall rules they create.
    3. Notices
       1. Notwithstanding anything to the contrary in the Agreement or Service Exhibit, Lumen may provide any notice to Customer under this Service Schedule by: (i) posting a notice on the applicable Website or Edge Services portal; or (ii) sending a message to the email address then associated with the Customer account. Notices posted on the Website or Edge Services portal will be effective upon posting or as otherwise stated in the notice and notices provided by email will be effective when the email is sent. It is Customer’s responsibility to keep its email address current. Customer will be deemed to have received any email sent to the email address then associated with the Customer account when the email is sent, whether or not Customer actually receives the email. Customer acknowledges that notice provided in accordance with this section is in lieu of and not in addition to any legal notice section of the Agreement or Service Exhibit. Lumen is not responsible for customers not receiving important notices regarding their account due to incorrect or outdated contact information.
       2. All Customer notices for Service disconnect and termination must be sent via email to Lumen at: EdgeServicesIncident@lumen.com. All Customer notices must contain the account name, account number, identification of the Service(s), and Service address(es). Such disconnect and termination is effective thirty (30) days after Lumen’s receipt of the notice. Routine operational notices should be provided in writing to the applicable Lumen sales representative. Failure to provide disconnect, termination and non-renewal notices in accordance with the terms of this Service Schedule may result in continued charges, and Lumen will not credit charges for such noncompliance.
       3. Customer acknowledges and agrees that posting on the Website or Edge Services portal (collectively referred to as “Website”) is effective notice for all of the following: (a) fees and charges for any new Service or new feature of a Service will be effective when the updated fees and charges are posted on the Website; (b) fees for new Services or Service features are not applicable unless purchased by Customer; and (c) increases to prices listed on the Website or additional new fees and charges for any existing Services at any time upon posting on the Website.
12. Definitions.

    “Revenue Commit” or “Commitment Amount” means a minimum Term Commit and a minimum monthly Revenue Commit in the amount indicated in the applicable Order. Any applicable commit will be expressly documented in a Service Order. Customers may add/modify/disconnect individual Services at any time at will so long as the applicable minimum usage commit is met each month.

    “Term Commit” means a minimum term greater than one (1) month, as indicated in the applicable Order.