Vigilis Services Agreement

Party Information

“Provider” or “Vigilis” means Socium IT LLC, a Georgia limited liability company d/b/a Vigilis and its associated branding. Provider’s notice address is comms@vigilis.io.

“Customer” means the person or entity that accepts this Agreement, by clicking to accept at account creation or by executing an Order Form or SOW that references it, as identified in the account registration and the applicable Order Form or SOW. The Effective Date is the date of that acceptance or execution.

1. Recitals

Provider provides a managed telecom service, software, and related professional services to enterprise customers. This Agreement sets the master terms governing all engagements. The scope, service levels, fees, and term of each engagement are set in an Order Form or Statement of Work and are subject to the terms and conditions of this Agreement.

2. Definitions

• “Authorized User” means an employee or contractor of Customer authorized to interact with Provider or access the Platform under an Order Form or SOW.

• “Carrier Charges” means amounts a carrier assesses to Customer’s account from services, modifications, or orders submitted by or through Provider or the Platform.

• “Confidential Information” has the meaning in Section 13.

• “Customer Data” means the raw data Customer provides, and the operational records Provider maintains for Customer, in performing the Services, including telecom inventory, invoice, configuration, and ticket data. Customer Data does not include the Platform’s outputs (reports, analytics, dashboards, and benchmarks), which are Provider’s under Section 10.5.

• “Customer Site” means any location Customer owns, leases, or controls where Provider performs Services.

• “Deliverables” means the work product Provider creates and delivers to Customer under a SOW. Deliverables do not include the Platform or its outputs (reports, analytics, dashboards, and benchmarks), which are Provider’s under Section 10.5, or Customer Data (which Customer owns under Section 9).

• “Engineering Services” and “Field Services” have the meanings in, and are governed by, the Field and Engineering Services terms in the Services and Pricing Schedule (Section 5 of that Schedule), and are ordered under a SOW.

• “Managed Service” means the subscription managed telecom service described in Section 3.5, comprising the professional services Provider delivers on an ongoing basis for the monthly subscription fee.

• “Order Form” means the ordering document for the subscription Managed Service, in the form of Exhibit A, stating Customer’s tier, baseline TSUM, and term, listing add-ons, attaching the Managed Inventory, and incorporating the Services and Pricing Schedule by reference. An Order Form is a form of SOW for subscription Services.

• “Personal Data” has the meaning in the Data Processing Addendum.

• “Platform” means the Vigilis software platform, including the Bandwidth on Demand (Vigilis Flux) feature (Section 5).

• “Services and Pricing Schedule” means Provider’s then-current Vigilis Services and Pricing Schedule (service catalog and definitions, tier inclusions, service levels, the field and engineering option, TSUM methodology, and pricing), incorporated under Section 3.6.

• “SOW” means a document executed by both Parties, in the form of Exhibit B, that incorporates this Agreement and describes an engagement. An Order Form is a form of SOW for subscription Services. A reference to a SOW includes an Order Form unless the context requires the long-form SOW.

• “Vigilis Platform Terms” means Provider’s then-current terms governing use of the Platform, incorporated under Section 5.

3. The Managed Service, Order Forms, and Statements of Work

3.1 Engagement

Customer engages Provider pursuant to this Agreement to provide the services contemplated in one or more Order Forms or SOWs. An Order Form places Customer on a subscription tier for the Managed Service and incorporates the Services and Pricing Schedule in place of restating scope. A long-form SOW states the Services, any Deliverables, timeline, SLA targets and credits, fees, Customer responsibilities, and any other applicable terms.

3.2 Order of Precedence

This Agreement governs and controls all engagements. An Order Form or SOW controls over this Agreement only as to the specific commercial terms it expressly negotiates and states (for example, price, term, and warranties), and only where it does so by clear reference. As to Platform operation, the Vigilis Platform Terms control (Section 5). As to the carrier agency scope, the Carrier Letter of Agency (Section 19.1) controls. The incorporated documents (the Services and Pricing Schedule and the Vigilis Platform Terms) control over Provider’s marketing materials. Where an incorporated document is attached to an Order Form or SOW in a dated version, that attached version controls for that engagement.

3.3 Performance Standard

Provider will perform the Services in a professional, workmanlike manner consistent with industry standards, using reasonably qualified personnel.

3.4 Scope Changes

Material changes to a SOW’s scope, deliverables, timeline, or fees require a written change order signed by both Parties. Subscription changes follow the re-tier and add-on mechanics in Section 8.11 and the Order Form.

3.5 The Managed Service

Vigilis is a managed service. Customer understands that Provider delivers a bundle of professional services, provided on an ongoing basis and amortized into a single monthly subscription fee rather than billed as separate fixed-fee or hourly engagements. The Managed Service comprises:

• Telecom expense management: invoice processing, audit, dispute and billing-ticket management, and reporting.

• Customer success and advisory: ongoing guidance, periodic business reviews, and spend optimization.

• Project management and coordination: moves, adds, changes, and disconnects (MACDs), provider enablement, and implementation oversight.

• Expense and spend analytics: benchmarking, variance analysis, contract tracking, and budget reporting.

• Asset, inventory, and contract management for services under management.

• Access to the Vigilis software platform (Section 5), including the Bandwidth on Demand (Vigilis Flux) feature.

The foregoing managed services are defined in the Services and Pricing Schedule and are included in the monthly subscription fee; Customer understands the foregoing services are not billed separately. Field Services and Engineering Services (on-site and engineering project work) are the exception: they are ordered separately under a SOW, typically on a time-and-materials basis, and are governed by the Services and Pricing Schedule (Section 5).

3.6 How Services Are Ordered

The Managed Service is ordered on an Order Form (Exhibit A): Customer is placed on a subscription tier set by Telecom Spend Under Management (Section 8.11), and the professional services in Section 3.5 are delivered for the monthly fee. The Order Form incorporates the Services and Pricing Schedule rather than restating scope.

Field Services, Engineering Services, and any other non-recurring type of project work are ordered on a Statement of Work (Exhibit B), where those services are typically priced on a time-and-materials basis at Provider’s then-current rates, with fixed-fee available where the Parties agree. Project management, customer success, expense analytics, and the other Managed Service components are included in the monthly subscription and Customer understands those services are not billed separately. Each instrument is a “SOW” for purposes of this Agreement except where the context requires the long-form SOW.

3.7 Personnel and Subcontractors

Customer understands and agrees that Provider may perform the Services through its employees, contractors, and subcontractors, and Provider will remain responsible for its subcontractors’ acts and omissions. Subcontractors at Customer Sites meet the same insurance, safety, and confidentiality requirements as Provider personnel. Customer may object to a specific subcontractor on reasonable grounds by written notice, and the Parties will address the concern in good faith and in a timely manner; provided, however, that Provider shall not be responsible for any additional costs and expenses associated with, or otherwise arising from or related to any such delays.

4. Service Levels

4.1 Framework

The SLA framework, including categories, priority definitions, measurement, credit structure, and operational objectives, is set in the Services and Pricing Schedule and, for project engagements, the SOW. Provider provides monthly SLA performance reports for engagements carrying SLA commitments.

4.2 Credits as Sole Remedy

Subject to the exclusions in Section 4.4 below, Service credits, applied to the next monthly invoice, are Customer’s sole and exclusive remedy for SLA failures. For the avoidance of doubt, Customer understands and agrees there shall be no termination rights of this Agreement or any applicable SOW arising from or relating to any such SLA failure(s).

4.3 Maximum Credits

Total credits for any single SLA failure or cumulative measurement period under an engagement shall not exceed the fees paid under that engagement in the three (3) months preceding the failure (or the close of the measurement period).

4.4 Excluded Events

Customer understands and agrees that the SLA targets do not apply, and Customer shall not be entitled to receive any SLA credits for, any failures caused by Customer non-cooperation, third-party services outside Provider’s control, carrier or vendor failures or API outages, force majeure, scheduled maintenance, or Customer-requested change windows.

5. Vigilis Platform

5.1 Inclusion and Governing Terms

The Vigilis software platform, including the component referred to as “Bandwidth on Demand” (Vigilis Flux) feature, is included in every subscription tier. Customer’s access to and use of the Platform is governed by the Vigilis Platform Terms, incorporated by reference, which set the Platform’s features, availability, authorization scope, responsibility for third-party and Carrier Charges, and data handling. On conflict as to Platform operation, the Vigilis Platform Terms govern. Provider (or its licensors) retains all right, title, and interest in the Platform.

5.2 License

During the Term, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Platform for its internal business operations. The license ends when the engagement under which it is provided ends or is sooner terminated. The Platform is licensed, not assigned (Section 10).

6. Field Services and Engineering Services

Field Services and Engineering Services, when ordered under a SOW, are governed by the Field and Engineering Services terms in the Services and Pricing Schedule (Section 5 of that Schedule). Those terms cover site access and safety, property and equipment liability, PPE and workplace-safety compliance, field-services insurance, and engineering scope, inputs, acceptance, and change management. Customer understands and agrees this Section 6 and those terms referenced in the first sentence of this section do not apply where no such Field Services and Engineering Services are ordered.

7. Insurance

Provider maintains commercially reasonable insurance for its operations. For engagements involving Field Services, Provider maintains the coverage minimums, additional-insured status, and certificate obligations set in the Services and Pricing Schedule (Section 5). Coverage above the standard minimums required by a Customer site, industry, or project is specified in the SOW, and Customer shall be responsible for all additional costs and expenses associated therewith.

8. Fees and Payment

8.1 Fees

Customer shall pay all fees and expenses, including one-time set up charges and third-party costs and expenses, set forth in each Order Form or SOW. The Managed Service is priced as a monthly subscription tier set by Telecom Spend Under Management (Section 8.11); the professional services it comprises are included in that fee and are not billed separately. Field Services and Engineering Services are billed on a time-and-materials basis, or fixed-fee where the Parties agree. Add-ons (Bandwidth on Demand and integration) and one-time setup or implementation fees are billed as stated in the Order Form or the Services and Pricing Schedule.

8.2 Pass-Through Costs

Provider shall bill pre-approved third-party costs (carrier fees, hardware, licensed software, materials, requested-subcontractor invoices) at actual cost without markup unless the Order Form or SOW states otherwise.

8.3 Expenses

Customer reimburses Provider’s reasonable, pre-approved out-of-pocket expenses, including travel beyond Provider’s standard service area. Expenses over $500 require prior written approval.

8.4 Recurring Fees, Auto-Charge

Recurring monthly fees are billed in advance and auto-charged on each billing date to Customer’s payment method on file with Provider’s payment processor. By executing an Order Form or SOW with recurring Services, Customer authorizes those charges until the engagement ends and all amounts are paid.

8.5 Payment Method on File

Where fees auto-charge under Section 8.4, Customer shall maintain a valid payment method on file throughout the engagement and shall update same before the next billing date in the event of any changes.

8.6 Non-Recurring Fees, Net 30

Non-recurring fees, including project and time and materials-type fees, pass-through costs (Section 8.2), and expenses (Section 8.3), are invoiced Net 30 from receipt unless the Order Form or SOW states otherwise.

8.7 Late Charges; Suspension

Past-due amounts accrue interest at 1.5% per month or the Georgia maximum, whichever is lower. If an auto-charge fails or an invoice is over 30 days past due, Provider may suspend the affected engagement, including Platform access until such time as the fees and expenses are paid in full. Suspension does not waive payment obligations. Provider shall not be responsible for any losses or damages Customer may incur arising from or relating to any such suspension of Services.

8.8 Chargebacks

Before any chargeback or payment reversal, Customer will contact Provider in writing (Section 18) and attempt to resolve the dispute in good faith for at least 15 days. A chargeback made without that good-faith step, or for amounts properly owed, is a material breach. Customer reimburses Provider’s resulting chargeback, processor, and reasonable attorney’s fees, plus the amount owed.

8.9 Taxes

Fees exclude taxes. Customer is responsible for sales, use, VAT, or similar taxes on the Services, other than taxes on Provider’s income.

8.10 Subscription Delivery

Services are delivered on a subscription basis. Unless a SOW states a fixed scope, deliverable, headcount, or output, Provider’s obligation is to make qualified resources reasonably available, not to deliver particular work product or complete a particular project. Customer’s right to Services ends when the engagement ends, regardless of work in progress.

8.11 TSUM-Based Tier Pricing (Subscription Engagements)

Where an Order Form prices the Managed Service by tier set by Customer’s Telecom Spend Under Management (“TSUM”):

(a) Classification at signing. The tier is set in the Order Form on Customer’s self-attested TSUM as of the Order Form Effective Date, corresponding to the baseline TSUM range and tier-baseline rate published in the Services and Pricing Schedule.

(b) 90-day verification. Within ninety (90) days after the Order Form Effective Date, Provider may verify actual TSUM from parsed invoice data and other reasonable sources. For the purposes of this Agreement and any applicable Order Form, Customer understands, acknowledges and agrees the Provider’s verified figure shall become Customer’s baseline TSUM for the term and the reference point for the 20% collar (variance) contemplated in subsection (d). If the verified TSUM falls in a different tier that modifies (whether increases or decreases) the applicable tier-baseline rate, the Parties shall also adjust the Order Form to that applicable tier and fee, effective the next billing cycle. Customer understands and agrees that the foregoing verification is the exclusive remedy for an inaccurate initial attestation, absent fraud.

(c) Price lock. After verification, the Customer understands and agrees the fee is locked at the tier-baseline rate for the then-current term regardless of TSUM changes, except under subsection (d). Customer understands and agrees the price lock and the Early Termination Amount (Section 12.5) apply to committed annual and multi-year terms. A month-to-month engagement carries no price lock beyond the current month and no Early Termination Amount, and Provider may reprice at any time on thirty (30) days’ notice.

(d) Re-tier on upper-bound breach. TSUM may vary within 20% of the baseline without re-tiering. If measured TSUM exceeds the tier’s upper bound (more than 20% above baseline) on a rolling 3-month average for two consecutive months, Customer understands, agrees and authorizes Provider to move Customer up one tier on 30 days’ written notice, effective the next billing cycle. Customer further understands and agrees that falling TSUM does not trigger a downward re-tier during the term.

(e) Renewal re-baseline. At each renewal term, Customer understands the baseline and tier reset to Customer’s then-current TSUM (measured from the trailing 3 full months prior to the renewal) at the then-published tier-baseline rate. Provider will use reasonable efforts to provide the renewal tier and rate at least 60 days before renewal. The renewal proceeds automatically at that rate unless Customer gives non-renewal notice under Section 12.1.

(f) Annual prepayment. Customer may prepay 12 months in the Order Form for a credit of 2 months’ fees (10 paid for 12) and waiver of the setup or implementation fee (but without waiver of any third-party related setup costs and expenses) for that prepaid engagement.

(g) Custom enterprise pricing. Above the highest published tier, fees are custom and set in the Order Form. The subsections above apply as the Order Form modifies them.

9. Customer Data and Privacy

9.1 Ownership

Customer retains all right, title, and interest in Customer Data. Provider claims none.

9.2 Limited Use License

Customer grants Provider a limited, non-exclusive license to access, store, process, and use Customer Data solely to perform the Services and comply with this Agreement and applicable law.

9.3 Data Security

Provider maintains commercially reasonable security measures, including encryption in transit (TLS 1.2+) and at rest (AES-256 or equivalent), role-based access controls, personnel screening and training, and an incident response plan.

9.4 Personal Data

Where Customer Data includes Personal Data, the Data Processing Addendum (Exhibit C) applies and is incorporated by reference.

9.5 Security Incidents

Provider notifies Customer without undue delay, and within 72 hours, after becoming aware of a security incident involving Customer Data, and cooperates reasonably in Customer’s response.

9.6 Return or Deletion

On completion or termination of an engagement, Provider returns or deletes Customer Data within 90 days, except records it must retain by law, data needed for another active engagement, or Platform configuration data and logs on Provider’s standard retention schedule.

10. Intellectual Property

10.1 Deliverables

Subject to Sections 10.2 and 10.5 and Customer’s payment in full, Customer will own the Deliverables, and Provider assigns them to Customer effective on payment in full.

10.2 Provider Methodologies and Tools

Provider retains all right, title, and interest in its proprietary tools, methodologies, software (including the Platform), frameworks, processes, and know-how. Customer receives a perpetual, non-exclusive, worldwide license to use these only as embedded in the Deliverables for its internal business purposes. Customer understands and agrees the Platform is licensed under Section 5.2, not assigned under Section 10.1.

10.3 Pre-Existing Materials

Each Party retains rights in materials it owned and developed before this Agreement.

10.4 Aggregated Data

Provider may aggregate and anonymize engagement data for benchmarking, methodology and Platform improvement, industry analysis, and marketing. Such data will not identify Customer, its Confidential Information, or any individual.

10.5 Platform and Tools Licensing

The Platform, including its software, report templates, engine, and configurations, is licensed under Section 5.2 and the Vigilis Platform Terms, not assigned. The Platform’s outputs, including reports, analytics, dashboards, and benchmarks, are Provider’s; Customer may access and use them within the Platform during the term under that license. Such outputs are not Deliverables, are not assigned to Customer, and are not exported on termination. Customer’s own data is governed by Section 9.

10.6 Customer Reference Marketing

Customer grants Provider a non-exclusive, royalty-free license to use Customer’s name, logo, and high-level engagement descriptions in marketing materials, excluding Confidential Information and Personal Data. Named case studies, quotes, and joint press materials require Customer’s prior written consent (email acceptable).

11. Customer Cooperation

11.1 General Cooperation

Customer shall provide cooperation, access to information, personnel, and Customer Sites, and timely decisions needed for Provider to perform the Services. Where Customer’s delay impairs performance (as determined by Provider in its reasonable discretion), Provider’s obligations and timelines extend accordingly, and Customer remains responsible for all fees for effort already expended and for continuing subscription fees.

11.2 Cooperation with TSUM Pricing and Metering

For a TSUM-based subscription tier (Section 8.11), Customer covenants and agrees as a material inducement for Provider to make and enter this Agreement that it shall: (a) attest its TSUM accurately and in good faith at signing; (b) maintain Provider’s timely access to the invoices, carrier accounts, inventory, and data needed to measure TSUM and deliver the Services; (c) not misstate, structure, or manipulate managed spend to avoid the applicable tier; and (d) accept the verification, 20% collar, re-tier, and renewal re-baseline mechanics in Section 8.11. Without limiting its rights and remedies, Customer further understands and agrees that breach of this Section is a basis for re-tiering under Section 8.11(d) or termination under Section 12.3.

12. Term and Termination

12.1 Term

This Agreement runs from the Effective Date until terminated. Each engagement as set forth in the applicable Order Form or SOW (long form or otherwise) has its own term. Recurring engagements run an initial one-year term and automatically renew for successive one-year terms at Provider’s then-current published rates for the applicable tier, unless either Party gives written non-renewal notice at least 60 days before the end of the then-current term.

12.2 No Termination for Convenience

Neither Party may terminate an executed engagement for convenience during its term. Either may decline to renew on the required notice. Section 12.5 governs Provider’s termination of a subscription engagement for Customer’s material breach.

12.3 Termination for Cause

Either Party may terminate this Agreement or an engagement on 30 days’ written notice specifying the breach, if uncured within that period. The cure period for Customer payment defaults is 10 days from the date said payment is due.

12.4 Termination of Master Agreement

Either Party may terminate this Agreement on 90 days’ notice once all outstanding engagements are complete. Termination does not affect engagements then in effect, which this Agreement continues to govern through their completion or termination under Section 12.3.

12.5 Early Termination Amount (Subscription Engagements)

If Provider terminates a subscription engagement for Customer’s material breach under Section 12.3 (including an uncured payment default): (a) Customer receives no refund of prepaid fees; and (b) Customer owes an Early Termination Amount equal to the lesser of (i) the subscription fees for the remainder of the then-current term or (ii) six (6) months of subscription fees at the pre-termination rate (the tier-baseline subscription rate in effect immediately before termination; where the subscription fee is waived, such as a carrier-funded $0 plan, that rate and the Early Termination Amount are $0). It is due on the termination date, and Provider may charge it to the payment method on file (Section 8.4) in a single lump sum. The Early Termination Amount applies only to committed-term subscription engagements terminated for Customer’s material breach. It does not apply to non-recurring fees (owed through the termination date) or to month-to-month engagements.

12.6 Effect of Termination

On termination of an engagement as set forth in the applicable Order Form or SOW (long form or otherwise): (a) Provider will, upon receipt of the applicable payments contemplated herein, deliver completed work product and provides 90 days’ transition assistance at its then-current rates; (b) Customer shall pay all amounts owed through termination, including committed costs and any Early Termination Amount; (c) Provider shall revoke Platform access, delete the Platform’s outputs (reports, analytics, dashboards, and benchmarks), and, on Customer’s request within thirty (30) days, provide a one-time export of Customer Data (Customer’s raw data) at Customer’s expense; (d) Provider will return or delete Customer Data per Section 9.6; (e) Customer’s right to subscription Services shall end and terminate per Section 8.10; and (f) Sections 9, 10 (for paid Deliverables), 12.5, 13, 14, 15, 17, and 19 survive.

13. Confidentiality

13.1 Definition

“Confidential Information” means non-public information disclosed by one Party to the other in connection with this Agreement, including business, customer, financial, and technical information, methodologies, the Platform’s non-public functionality and source code, telecom inventory and configuration data, carrier credentials, and anything marked or reasonably understood as confidential.

13.2 Obligations

Each Party will hold the other’s Confidential Information in strict confidence, use it only for this Agreement and the engagement, protect it with reasonable care, and disclose it only to personnel and advisors with a need to know who are bound by no-less-protective obligations.

13.3 Exceptions

Section 13 does not apply to information that is or becomes public through no fault of the receiving Party, was rightfully known before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the other’s Confidential Information.

13.4 Required Disclosure

A Party required by law to disclose the other’s Confidential Information will, where permitted, give prompt prior notice and reasonable cooperation to limit the disclosure.

13.5 Term

These obligations survive three (3) years after termination. Trade secrets and Personal Data survive as long as protected by law.

14. Indemnification

14.1 Mutual

Each Party will indemnify, defend, and hold harmless the other and its directors, officers, members, employees, and agents from third-party claims arising from the indemnifying Party’s gross negligence or willful misconduct, breach of confidentiality, or violation of law in connection with this Agreement.

14.2 Provider IP Indemnity

Provider will additionally defend Customer against third-party claims that the Deliverables (excluding Customer-provided materials), the Services as performed by Provider, or the Platform as provided infringe a patent, copyright, or trade secret, conditioned on prompt notice, Provider’s sole control of defense and settlement, and reasonable cooperation. This does not cover claims arising from Customer’s modifications, Customer-provided materials, or use in violation of this Agreement.

14.3 Field Services Injury and Property Damage

Provider will additionally indemnify Customer for third-party bodily-injury or property-damage claims arising from Provider’s negligent performance of Field Services, supported by Provider’s insurance under the Services and Pricing Schedule (Section 5).

14.4 Customer Indemnity

Customer shall save, defend, indemnify and hold Provider harmless from and against third-party claims arising from (a) Customer Data infringing third-party rights; (b) Customer’s violation of law in connection with the Services or Platform; (c) unsafe Customer Site conditions undisclosed to Provider; (d) Customer’s failure to obtain consents needed for Provider to perform or operate the Platform on Customer’s data, systems, or carrier accounts; (e) Carrier Charges or other third-party charges from Platform actions Customer authorized under Section 5 and the Vigilis Platform Terms; (f) actions of Customer’s Authorized Users; and (g) breach of this Agreement.

14.5 Procedure

The indemnified Party will promptly notify the indemnifying Party in writing, give it sole control of defense and settlement (with the indemnified Party’s right to participate at its own expense), and provide reasonable cooperation.

15. Limitation of Liability

15.1 Cap

Except for the carve-outs in Section 15.2, Provider’s maximum and aggregate liability under this Agreement and all engagements, on any theory of law, shall not exceed the fees Customer paid Provider in the six (6) months before the event giving rise to the liability.

15.2 Carve-Outs

The cap does not apply to: (a) indemnification under Section 14; (b) gross negligence or willful misconduct; (c) breach of confidentiality under Section 13; (d) Customer’s payment obligations (including Carrier Charges and any Early Termination Amount); or (e) liability that cannot be limited by law.

15.3 Excluded Damages

Except with respect to the early termination fees contemplated in Section 12 above, neither Party is liable for consequential, indirect, incidental, special, exemplary, or punitive damages, or for lost profits or revenue, even if advised of the possibility.

16. Force Majeure

Excepting Customer’s obligations to make all payments contemplated herein that shall not be excused by force majeure, neither Party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, pandemics, government action, war, terrorism, fuel or energy shortages, blockades, third-party labor disputes, interruption of public services or carrier infrastructure, or carrier API outages, if it gives prompt notice and uses commercially reasonable efforts to resume. If such an event prevents Provider’s performance for more than 60 consecutive days, either Party may terminate the affected engagement on written notice.

17. Governing Law and Dispute Resolution

17.1 Governing Law

The laws of the State of Georgia shall govern and control, without regard to conflict-of-laws principles.

17.2 Arbitration

Any dispute arising out of or relating to this Agreement or an engagement is finally resolved by binding AAA arbitration under its Commercial Arbitration Rules, in Atlanta, Georgia, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Equitable Relief

Either Party may seek equitable relief in Fulton County, Georgia courts to protect its intellectual property (including the Platform) or Confidential Information, or to enforce payment obligations.

18. Notice

Notices are effective when emailed to the Provider notice address (comms@vigilis.io) and to Customer’s notice email (the account email provided at registration, or the notice email stated in the Order Form or SOW). Either Party may update its notice email by written notice.

19. Miscellaneous

19.1 Independent Contractors

The Parties are independent contractors. Nothing here creates a partnership, joint venture, employment, or fiduciary relationship. Customer’s appointment of Provider as its limited agent with carriers and service providers, including accessing their systems, APIs, and portals; submitting and managing orders, changes, and trouble tickets; and obtaining account, billing, service, and inventory information, is governed by a separate Carrier Letter of Agency, incorporated by reference.

19.2 Entire Agreement; Amendment

This Agreement, with each executed Order Form and SOW and the Services and Pricing Schedule, Vigilis Platform Terms, and Data Processing Addendum incorporated by reference, and, where executed, the Carrier Letter of Agency, is the entire agreement of the Parties. Amendments must be in writing signed by both Parties.

19.3 Assignment

Provider may assign, transfer, or delegate this Agreement and any engagement, in whole or in part, at its sole discretion, including to a successor, affiliate, or third party as part of any merger, acquisition, sale of assets or equity, reorganization, spin-off, or other change of control, without Customer’s consent or notice as a condition to effectiveness, provided the assignee assumes Provider’s obligations. Any such assignee shall then succeed to all of Provider’s rights and obligations, and Provider is and shall be released from any further obligations arising after the assignment. Customer may not assign, by operation of law or otherwise, without Provider’s prior written consent (which may be given or withheld in its sole discretion). Any attempted assignment in violation is void. This Agreement binds the Parties and their permitted successors and assigns.

19.4 Severability; Waiver

If a provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing.

19.5 Counterparts; Electronic Signature

This Agreement may be executed in counterparts. Electronic signatures have the same effect as originals.

19.6 No Third-Party Beneficiaries

This Agreement is for the Parties only.

20. Acceptance

Customer accepts this Agreement by clicking to accept at account creation, or by executing an Order Form or SOW that references it. A negotiated signature version is available on request; where executed, that signed version controls for its term.

Exhibit A, Order Form (Subscription Managed Service)

VIGILIS ORDER FORM

Master Agreement: Vigilis Services MSA dated [Effective Date]

Incorporated Schedule: Vigilis Services and Pricing Schedule v[__]

[ ] Then-current published version applies

[ ] The version above is attached and controls for the term

Order Form Effective Date: [Date]

Customer: [Customer legal name], a [state] [entity type]

Customer notice email: [____] (Agreement Sec. 18)

1. ASSIGNED TIER (set by attested TSUM under Sec. 2, not selected)

[ ] Essentials [ ] Starter [ ] Growth [ ] Professional [ ] Enterprise

1A. INCLUDED SERVICES (the bucket purchased; each as defined in the

Services and Pricing Schedule, Sec. 2)

[ ] Expense Management [ ] Managed MACD [ ] Project Coordination

[ ] Customer Success/Advisory [ ] Asset & Inventory [ ] Contract Management

[ ] Ticket Escalation [ ] Billing Ticket Mgmt [ ] Business Reviews

[ ] Vigilis platform access [ ] Onboarding

Response SLA: [] Business-review cadence: []

2. BASELINE (Starter and above; Essentials is flat-rate, skip)

Attested monthly managed spend (TSUM): $[____]

Baseline (locked for term): $[____]

90-day verification per Agreement Sec. 8.11(b); 20% collar, re-tier up only, per Sec. 8.11(d)

3. TERM AND BILLING

[ ] Annual prepayment (two months free, setup waived)

[ ] Month-to-month (setup fee applies; no price lock or Early Termination Amount, Sec. 8.11(c)/12.5)

[ ] Carrier-funded waiver: subscription fee waived while Vigilis is agent of record

on Customer’s carrier services (Schedule Sec. 7.6); reprices to the published

rate on 60-day notice if the waiver lapses

[ ] Partner-funded waiver: subscription fee waived per Deal Schedule # [____];

waiver duration and lapse per that Deal Schedule; reprices to the published

rate on 60-day notice if the waiver lapses

Initial term: one year, auto-renewing; 60-day non-renewal notice (Sec. 12.1)

Recurring fee: $[____] per [month/year], auto-charged on file (Sec. 8.4)

Setup fee: $[____] (waived with annual prepayment)

4. ADD-ONS

Bandwidth on Demand: [N] connections x $15/mo = $[____]/mo

API / SSO / MCP: [ ] Included (Enterprise) [ ] Added, quoted $[____]/mo [ ] None

5. ESTIMATED TOTAL AT SIGNING: $[____] (recurring + setup + add-ons)

6. COOPERATION ACKNOWLEDGMENT (Agreement Sec. 11.2)

Customer accepts: (a) the attested TSUM is accurate and in good faith; (b) Customer

will maintain access to invoices, carrier accounts, and inventory data needed to

measure TSUM and deliver the Services; and (c) the verification, 20% collar, re-tier,

and renewal re-baseline mechanics in Sec. 8.11 and the Services and Pricing Schedule.

7. NOTES / EXCEPTIONS: [Any engagement-specific term; cite the section modified]

8. APPROVAL

Socium IT LLC (dba Vigilis) [Customer]

By / Name (Stephen Hancock II) / By / Name / Title / Date

Title (Manager) / Date

Exhibit A-1, Managed Inventory. The record of services under Vigilis management for this Customer, built during onboarding and maintained as MACDs are processed. The total establishes the attested TSUM baseline in Sec. 2. The subscription fee is set by tier and does not vary with the number of lines.

Authority for Vigilis to act on the accounts above is granted under the separate Vigilis Carrier Letter of Agency (Agreement Sec. 19.1).

Exhibit B, Form of Statement of Work (Project / T&M Engagements)

VIGILIS STATEMENT OF WORK # [____]

Master Agreement: Vigilis Services MSA dated [Effective Date]

SOW Effective Date: [Date]

Customer: [Customer legal name], a [state] [entity type]

1. Services [Description; reference Agreement Sec. 3.5. Field and Engineering

Services are governed by the Services and Pricing Schedule, Sec. 5.]

2. Deliverables & Acceptance [Where applicable]

3. Service Level Targets [SOW-specific; credit cap per Sec. 4.3]

4. Timeline & Milestones

5. Fees & Payment [T&M, or fixed-fee where agreed; estimated total $______; invoiced per Sec. 8.6]

6. Customer Responsibilities [Access, information, decision authority, Authorized

Users, special insurance per Services and Pricing Schedule Sec. 5.5]

7. Subcontractors [Per Sec. 3.7, if applicable]

8. Engagement-Specific Terms [Overrides, with explicit section reference]

9. Approval

Socium IT LLC dba Vigilis [Customer]

By / Name / Title / Date By / Name / Title / Date

Exhibit C, Data Processing Addendum

The Data Processing Addendum is provided as a separate document incorporated by reference (Section 9.4).