EX-10.10 11 d650154dex1010.htm EX-10.10 ADDENDUM TO OFFICE SERVICE AGREEMENT Heathrow Stockley Park

EX-10.10 11 d650154dex1010.htm EX-10.10

Exhibit 10.10

ADDENDUM TO OFFICE SERVICE AGREEMENT

Heathrow Stockley Park

This Addendum to Office Service Agreement, Including the House Rules and Terms and Conditions (together, the “Addendum”) is made and entered into effective as of 28th August 2013, by and between Imprivata UK Limited (“Client”) and Regus UK (“Regus”).

Recitals

A. WHEREAS, Client and Regus are parties to that certain Office Service Agreement (“Agreement”) dated 28th August 2013, pursuant to which Regus provides certain services to Client; and

B. WHEREAS, Client has requested certain amendments to its Agreement, and Regus, solely as an accommodation to Client, has agreed to such amendments under the following terms and conditions.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendment. The Agreement is hereby amended as follows:

House Rules are amended as follows:

2. Client may use in Suite 6 the same or similar signage from its current accommodation on the third floor.

6. Client’s name and Suite 6 location shall be placed in the house directory at no additional charge.

8. Client may use and maintain the kitchen in Suite 6, including appliances from its current accommodation on the third floor. Any additional appliances require Regus’ consent, not to be unreasonably withheld.

21. The parties have agreed upon alterations to the Suite 6 premises. Any additional alterations require pre-approval from Regus, not to be unreasonable withheld.

29. The pricing set out in the Office Payment Details section of the Agreement shall remain firm through the term ending 31 January 2015. Should Client exercise its right to renew the Agreement for a one year term as set out below the monthly fee will be £23,766 beginning 1 February 2015.

32. The Schedule of services included within this agreement are:

• Business Rates

• Water Rates

• Reception services

• Lighting

• Electricity

• Cleaning

• Repair and maintenance of the building

• In-coming postal delivery

• Air-conditioning and heating

• Car-parking (up to 45 spaces)

• Insurance of the building and the owner’s contents.

34. There will no Office Set-up Charge for Suite 6.

35. An office restoration fee of £5,000 shall apply to the move by Client to Suite 6. No other restoration fees shall apply hereunder.

36. At the end of the Term, Client shall pay to Regus for the delivery of “Business Continuity Services” which shall cover the following services for a period of three months: Telephone answering service and business mailing address. Redirection of post will be charged as per the royal mail standard postage rates.

Terms and Conditions are amended as follows:

1.3 The Agreement will run through 31 January 2015 and unless otherwise agreed by the parties, will terminate on such date, unless Client notifies Regus on or before 1 November 2014 of its intention to renew the Agreement for a one-year term, through 31 January 2016. The Agreement will not automatically renew.

1.7 Add at end of first sentence”… as it was when the Client look it, normal wear and tear excepted. Any approved alterations that are reasonably deemed to add value to the current office space within suite 6 will be exempt from any dilapidations, but will be subject to standard restoration costs, such as repair of damages to the walls, painting, etc. as set out in the terms.

2.1 the third and fourth sentence of this section shall be deleted so that this section reads in its entirety: “Furnished office accommodation(s): Regus is to provide the number of serviced and furnished office accommodation(s) for which the Client has agreed to pay in the Centre stated in this agreement. This agreement lists the accommodation(s) Regus has allocated for the Client’s use.

2.2 In addition to the section in the Office Service Agreement, it is agreed that Client shall have full access to its accommodations 24 hours per day, 7 days per week although the Front of House shall only be open from 8.30 to 17.30 each working day.

4.1 Regus acknowledges and agrees that Client may alter Suite 6 in accordance with plans agreed-upon by Regus.

4.2 Regus consents that the Client will continue with their existing network already in place within the building, which Client may be moved to Suite 6 as necessary, including re-routing of the current external circuit to Suite 6. Any additional cable installations and equipment outside of Suite 6 must have approval by Regus, not to be unreasonable denied or delayed. Electric service and air conditioning required in Client’s data room in Suite 6 shall be provided by Regus for a fee of £150 per month as provided on the cover page of the Agreement.

8.4 There is no initial Office Set-up Fee. If Client chooses to move from Suite 6 to another location during the Term, Regus may charge Client a reasonable Office Set-up Fee for the new location.

8.9 All services listed within point 31 of the house rules addendum above shall be deemed to be “Standard Services” under the Agreement. Client shall pay Regus for any Additional Variable Services in accordance with Regus’ then-current fee schedule.

2. Soundproofing Insulation. Regus have agreed that additional sound proofing, reasonably acceptable by Client, will be installed within Suite 6 prior to the 1st of October 2013.

3. Term. This Addendum shall automatically terminate concurrently with the termination of the Agreement, unless Client notifies Regus on or before 1 November 2014 of its Intention to renew the Agreement for a one-year term, through 31 January 2016.

4. Control. Except as specifically modified or amended by the terms of this Addendum, the Agreement will remain in full force and effect. In the event of a conflict between this Addendum and the Agreement or any attachment thereto, this Addendum shall control.

5. Capitalized Terms. All capitalized terms not otherwise defined in this Addendum shall have their respective meanings set forth in the Agreement.

6. Counterparts. This Addendum may be executed in one or more counterparts, by original or by or through such other electronic form in which a party may place or evidence its signature hereon, each of which will be deemed an original, but which collectively will constitute one and the same instrument.

7. Interpretation. This Addendum and the Agreement together constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede any and all prior and contemporaneous oral or written agreements between Parties with respect to the subject matter hereof and thereof. The parties each acknowledge and agree that they have carefully read this Addendum; that, if they desire to do so, they have reviewed this Addendum with an attorney of their own choosing, that they fully understand that this Addendum is final and binding; and that they are voluntarily executing and delivering this Addendum to the other party. The parties each acknowledge and agree that they participated equally in the preparation of this Addendum, and, accordingly, if any provision of this Addendum requires judicial interpretation, the court interpreting such provision shall not construe such provision or this Addendum against any party. If any provision of this Addendum shall be held to be illegal, invalid, or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8. Termination of Existing Agreement. The Office Occupation Agreement between Client and Regus governing Client’s occupation of the Third Floor NW Wing at 0 Xxx Xxxxxx, Xxxxxxxx Xxxx, shall terminate effective 30 September 2013; provided, however, that Client may remain in the Third Floor NW Wing offices at no additional charge through 6 October 2013 in order to effect a reasonable transition to Suite 6.

In Witness Whereof, the parties have executed this Addendum as of the date first above written.

CLIENT				REGUS:
Imprivata UK Limited Inc.				REGUS UK
By:		/s/ Xxxx X. Xxxxxx				By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxx X. Xxxxxx				Name:		Xxxxx Xxxxxxxx
Title:		VP and General Counsel				Title:		General Manager

These are Regus’ House Rules which may change from time to time and which apply between Regus and the Customer in relation to a Business Centre.

Accommadation

1. Upon Move in: Regus will ask the Customer to sign an inventory of all accommodation furniture, and equipment the Customer is permitted to use, together with a note of its condition, and details of the keys or entry cards Issued to the Customer.

2. The Customer may not put up any signs on the doors of their accommodation or anywhere else that is visible from outside the rooms the Customer is using without written approval from the local Business Centre team (acting responsibly).

3. Taking care of Regus’ property: the Customer must take good care of all parts of the Business Centre, its equipment, fittings and furnishings that they use. The Customer must not alter any part of it.

4. Keys and security: Any keys or entry cards which Regus lets the Customer use remain Regus’ property at all times. The Customer must not make any copies of the keys and/or entry cards or allow anyone else to use them without Regus’ consent. Any loss must be reported to Regus immediately and the Customer must pay a reasonable fee for replacement keys or cards and of changing locks, if required. This rule improves security levels of the Business Centre. If the Customer is permitted to use the Business Centre outside normal working hours it is the Customer’s responsibility to lock the doors to their accommodation and to the Business Centre when they leave. This is to ensure the safety of individuals and property at the Business Centre.

Use

5. The Customer shall not leave open any corridor doors, exit doors or doors connecting corridors during or after business hours. For security purposes and if the Customer does so, it will be at the Customer’s own risk. All corridors, halls, elevators and stairways shall not be abstructed by the Customer or used for any purpose other than egress and ingress. The Customer can only use public areas with the consent of Regus and those areas must be kept neat and attractive at all times.

6. The Customer’s name and address: At the Customer’s request and cost, Regus is happy to include the Customer’s name in the house directory at the Business Centre, where this facility is available. The Customer must not use the name Regus or HQ Global Workplaces or Stratis in any way in connection with their business. The Customer may not use the Business Centre as the Customer’s registered address for service-of-process.

7. The Customer’s employees and guests shall conduct themselves in a businesslike manner; proper business attire shall be worn at all times; the noise level will be kept to a level so as not to interfere with or annoy other Customers and the Customer with abide by Regus directives regarding security, keys, parking and other such matters common to all occupants.

8. The Customer shall not, without Regus prior written consent, store or operate in their office(s) or the Business Centre(s), any computer (excepting a personal computer) or any other large business machine, reproduction equipment, heating equipment, stove, radio, stereo equipment or other mechanical amplification equipment, vending or coin operated machine, refrigerator, xxxxxx or coffee equipment. Additionally, the Customer must not conduct a mechanical business therein, do any cooking therein, or use or allow to be used in the building where the Business Centre is located, oil burning fluids, gasoline, kerosene for heating, warning or lighting. No article deemed hazardous on account of fire or any explosives shall be brought into the Business Centre. No offensive gases, odours or liquids shall be permitted. No firearms shall be permitted. The Business Centre is intended to be used solely for office use.

9. The electrical current shall be used for ordinary lighting, powering personal computers and small appliances only unless written permission to do otherwise shall first have been obtained from Regus at an agreed cost to the Customer. If the Customer requires any special installation or wiring for electrical use, telephone equipment or otherwise, such wiring shall be done at the Customer’s expense by the personnel designated by Regus.

10. The Customer may not conduct business in the hallways, reception area or any other area except in the Customer’s designated office without the prior written consent of Regus.

11. The Customer shall bring no animals into the Building other than certified assistance animals which are being used solely for the purposes of such certification.

12. Kitchen Amentites / Beverage Fee: allows the Customer and visitors access to self-service coffee and tea.

13. Free Businessworld Gold cards: Free Businessworld Gold Cards can be used in any Regus location outside of your home centre where your office/virtual office is located. Use of the Regus Business Lounges will be governed by the Businessworld Terms and Conditions which are conveniently located on xxx.xxxxx.xx.xx.

14. The Customer shall not use the Business Centre for manufacturing or storage of merchandise except as such storage may be incidental to general office purposes. The Customer shall not occupy or permit any portion of the Business Centre to be occupied or used for the manufacture, sale, gift or use of liquor, narcotics or tobacco in any form.

15. No additional locks or bolts of any kind shall be placed upon any of the doors or windows of the Business Centre by the Customer nor shall any changes be made to existing locks or the mechanisms thereof.

16. Canvassing, soliciting and peddling in the Building are prohibited and the Customer shall not solicit other Customers for any business or other purpose without the prior written approval of Regus.

HOUSE Rules UK – April 2013 – MV 1/5

17. All property belonging to the Customer or any of the Customer’s employee, agent or invitee shall be at the risk of such person only and Regus shall not be liable for damages thereto or for theft or misappropriation thereof.

18. Smoking shall be prohibited in all public areas, including conference and training rooms. No smoking shall be permitted at any time in any area of the Business Centre (including open offices).

19. The Customer or the Customer’s officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing, discriminatory or abusive behaviour to Regus team members, other Customers or Invitees, verbal or physical in the Business Centre for any reason. Any breach of this rule is a material breach of your agreement (not capable of remedy) and your agreement may be terminated immediately and services will be suspended without further notice.

20. Regus Jersey takes its legal and regulatory responsibilities seriously. All Clients are required to maintain a real physical presence at the Centre and must keep a valid licence held under the Regulation of Undertakings and Development (Jersey) Law 1973 (unless written confirmation is received from the Population Office that a licence is not required). In the event that either of these requirements (or other local legal and regulatory requirements) are, in Regus’ opinion, not met then your agreement will be deemed to be breached and may be terminated without further notice per the terms and conditions.

Services and Obligations

21. Furnished office accommodation: The Customer shall not affix anything to the windows, walls or any other part of the office or the Business Centre or make alterations or additions to the office or the Business Centre without the prior written consent of Regus.

22. Office Services: Regus is happy to discuss special arrangements for the use of the facilities outside the Business Centre normal opening hours or, the normal working days where the Business Centre is located. There may be an additional charge for such special arrangements. This can be discussed at the time of arrangement.

23. All of the pay-as-you-use services are subject to the availability of the Business Centre staff at the time of any service request. Regus will endeavour to deal with a service request at the earliest opportunity and provide the additional service the Customer requires, but Regus will not be held responsible for any delay.

24. If in Regus’ opinion, Regus decides that a request for any pay-as-you-use service is excessive; Regus reserves the right to charge an additional fee at Regus’ usual published rates based on the time taken to complete the service. This will be discussed and agreed between Regus and the Customer at the time the Customer makes such request.

25. Services will be available during normal opening hours. Internet access and phone lines are available after hours and weekends.

The Regus Services Agreement

26. Nature of the Regus Services Agreement: Regus may assign the Services Agreement at any time without the Customer’s consent. This clause reflects the fact that the Customer is taking a serviced office agreement and not a lease and that Regus retains overall control of the Business Centre. The Customer has no real-property or commercial property interest of any kind in the building where the Business Centre is located. Where the Customer is a company and it merges with another or the Customer needs to allow an affiliate to use the services provided under the Services Agreement, the Customer will explain the need for any change to Regus and Regus will give careful consideration in each case. Regus needs to be sure it knows, and is satisfied with, the identity of each occupant of the Business Centre.

27. Data Protection: Regus requests that the Customer provides, as and when requested by Regus, documentation and personnel information as Regus may reasonably require enabling the provision of the services. The Customer agrees that we may process, disclose or transfer (including outside the EEA – European Economic Area – to other countries that are part of our international network from time to time) any personal data we hold on or in relation to you provided that in doing so we take such steps as we consider reasonable to ensure that it is used only to fulfil our obligations under your agreement; for work assessment and fraud prevention; or to make available information about new or beneficial products and services offered by us and other organisations that we consider may be of interest to you. If the Customer wishes to exercise this right and obtain disclosure of the Customer’s personal data, the Customer may contact Regus at xxxxxxxxxxxx@xxxxx.xxx. If the Customer objects to the processing of the Customer’s data, the Customer may not be able to benefit from the services. Please be aware that countries outside the EEA – European Economic Area – may not have laws in force to protect your personal data.

28. Subordination: This agreement is subordinate to Regus lease with Regus landlord and to any other agreements to which Regus’ lease with the landlord is subordinate.

29. Annual Indexation: For all agreement with a term greater than 12 months, the indexation applied of the All Items Retail Prices Index + 2% will be substituted by CPI or 4% whichever is the greater.

30. Cross Default: The Customer agrees that, if they are in default under a service agreement with REGUS at a different business centre (“Different Location Agreement”) to the one specified in this Agreement, that REGUS may recover any unpaid sums due under a Different Location Agreement from the Customer under this Agreement and that REGUS may, in particular (but not limited to), withhold services under this Agreement or deduct sums from the retainer held under this Agreement in respect of such unpaid sums.

31. Company Name Change: If there is a need to change the name of your company, requests must be made in writing and addressed to the Centre Manager. Please note that these requests will be processed 60 days from the beginning of the next calendar month. Any invoices prior will be in the current company name and cannot be changed.

House Rules UK – April 2013 – MV 2/5

Fees

32. Standard services: The standard fee and any fixed, recurring services requested by the Customer are payable in advance, by the 25th day (or such other day as REGUS designates) of each month following the date the Customer receives their xxxx. Where a daily rate applies, the charge for any such month will be 30 times the standard fee. For a period of less than a month the standard fee will be applied on a daily basis. Recurring services will be provided by REGUS at the specified rates for the duration of your Agreement (including any renewal). If a Customer has a need to cancel a recurring service they may request this at any time up to the notification due date of the agreement. The cancellation will be applied from the first day of the renewal start.

33. Pay-as-you-use and Additional Variable Services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with our published rates which may change from time to time, are invoiced in arrears and payable on the 25th day (or such other day as we designate) of the month following the calendar month in which the additional services were provided.

34. Office Set up: An office set up fee of £55 will be charged for each occupant.

35. Office Restoration Fee: An Office Restoration fee will be charged upon your departure or if you, at yours option, choose to relocate to different rooms within the Centre. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. This fee will be charged at the current market rate, prices can be obtained upon request.

36. Business Continuity Service: All Customers will be automatically entered into a standard Virtual Office Agreement for 3 months upon departure from Regus, to cover the management and redirection of mail, fax, calls and visitors. (Upon departure to comply with current money laundering regulations 2007, personal identification will be required in order to continue utilising your Regus address and mail handling services).

37. This fee will be charged at the current market rate. Prices can be obtained upon request.

38. Late Payment and Penalty: If the Customer does not pay fees when due, a service fee of £25 plus 5% penalty will be charged on all overdue balances under £500. For balances equal to or greater than £500 a fee of £50 plus 5% penalty will apply. If the Customer disputes any part of an invoice, the Customer must pay the amount not in dispute by the due date or be subject to such late fee and penalty. Regus also reserves the right to withhold services (including for the avoidance of doubt, denying the Customer access to the Customer’s accommodation) while there are any outstanding fees, penalties and internet or the Customer is in breach of the Service Agreement which, for the avoidance of doubt, includes these House Rules.

39. Insufficient Funds: The Customer will pay a fee of £35 or the maximum amount permitted by law for any returned payments due to insufficient funds. Furthermore, should any change be made from a direct debit payment process, a £35 fee will apply.

40. Taxes: The Customer will pay all current taxes paid by Regus to any government authority. This currently applies to the Carbon Levy and VAT.

Liability

41. Mail: The Customer releases Regus from any liability arising out of or incurred in connection with any mail or packages received on the Customer’s behalf.

Force Majeure

42. Regus shall have no liability to the Customer under this agreement if it is prevented from, or delayed in, performing its obligations under this agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, disease or quarantine restrictions compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or subcontractors. REGUS obligation to perform its obligations shall be suspended during the period required to remove such force majeure event.

REGUS shall notify the Customer as soon as reasonably possible of the force majeure event and propose a suitable alternative accommodation (if any) in the same Business Centre or in another available business centre.

IT and technology policy

43. Introduction

This Policy forms part of the RegusNet IT Connectivity Order and applies where the Customer wishes to use Regus Telecommunication and Internet connectivity services and equipment.

Regus is considered a Downstream Service Provider (DSP), which means Regus provides a personalised connection to the Internet which is managed and protected via a firewall.

• The Regus Internet service provides the Customer with an Internet connection that provides regular business activity such as web browsing, the ability to send and receive electronic communications access to business applications and like.

• The Regus Internet service is based on a symmetrical leased line connection or similar technology that is shared with other individual Regus Customers within the same Regus office building.

• Regus can provide the Customer with dedicated leased line connectivity various capacities subject to availability. This provides an uncontended, symmetrical connection of the selected Customer bandwidth. The service provides one (1) public IP address with the facility to purchase and deploy additional IP addresses.

• The service provides the Customer with the following capability:

House Rules UK – April 2013 – MV 3/5

• The ability to deploy public IP addressing.

• The option to run server based solutions that require inbound connectivity (e.g. an FTP, web or mail server).

• The option to run “site to site” VPN connections.

• The Customer is also able to deploy its own “firewall” to manage its own LAN and VPN connections should the Customer wishes to do so.

44. Regus Internet and Telecommunications Policy

a. Content. The Customer acknowledges that Regus does not monitor the content of information transmitted through Regus’ telecommunications lines or equipment, which includes, but is not limited to, Internet access, telephone, fax lines and data lines (“Telecommunications Lines”). The Customer further acknowledges that Regus is merely providing a conduit for Customer’s Internet transmissions, similar to a telephone company, and that Regus accepts no liability for the content of transmissions by the Customer.

b. Restrictions. The Regus Internet service may be used only for lawful purposes and shall not be used in connection with any criminal or civil violations of state, federal, or international laws, regulations, or other government requirements. Such violations include without limitation theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property; fraud; forgery; theft or misappropriation of funds, credit cards, or personal information; violation of export control laws or regulations; libel or defamation; threats of physical harm or harassment; or any conduct that constitutes a criminal offence or gives rise to civil liability. The Customer is responsible for maintaining the basic security and virus protection of the Customer’s systems to prevent their use by others in a manner that violates the Service Agreement. The Customer is responsible for taking corrective actions on vulnerable or exploited systems to prevent continued abuse.

x. Xxxxx Internet Access – Per User Basis. Regus grants the Customer access to the Regus Internet service on a per user access basis. In the event of the Customer increasing the number of users by utilising a proxy server or by other means, the Customer agrees to pay the Regus fee for each user who accesses the Internet, either directly or through a proxy server.

d. Unauthorised Access. In no event may the Customer increase its authorised access points to the Telecommunications/Data lines by means of wire splitting or any other method including wireless devices. In the event of the Customer breaching paragraph 33.1.3 (Regus Internet Access – Per User Basis), above, or this paragraph, Regus may disconnect all of the Customer’s access to the Telecommunications/Data lines upon three (3) business days prior written notice to the Customer. The Customer shall pay all Regus fees for any unauthorised Telecommunications/Data Lines use upon invoice from Regus. Regus shall have no obligation to reconnect the Customer to the Telecommunications/Data Lines until such fees have been paid in full and the Customer has ceased to make unauthorised access.

e. Customer Installed Telecommunications Lines. It is part of the Regus business model to provide Telecommunications Lines to its Customers. The Customer may not bypass the use of the Regus Telecommunications Lines by installing its own direct Telecommunications Lines. On a case by case basis, Regus may grant the Customer authorisation to install direct Telecommunications Lines upon written request by the Customer. This permission will only be granted on the agreement of the Customer, to make a monthly payment of a direct access fee as set by Regus which will be equal to the monthly Regus Internet fee, the Telecoms package fee or both.

f. Security Violations. The Customer is prohibited from engaging in any violations of system or network security. The Regus Internet service may not be used in connection with attempts - whether or not successful to violate the security of a network, service, or other system. Examples of prohibited activities include, without limitation, hacking, cracking into, monitoring, or using systems without authorization; scanning ports; conducting denial of service attacks; and distributing viruses or other harmful software. Regus reserves the right to suspend the Internet access upon notification from a recognized Internet authority or ISP regarding such abuse. Regus may disconnect the Customer’s equipment and withhold services if Regus considers that the Customer’s hardware or software is, or has become, inappropriate for connection to Regus’ network. The Customer is responsible for the Customer’s own virus protection on the Customer’s systems and hardware.

x. Xxxxx Internet. services are only available at Regus locations and connection to Regus’ network is only permitted at those locations or via Regus provided services. The Customer must not create any links between Regus’ network and any other network or any telecommunications service without Regus’ consent.

h. Revisions to this Policy. Regus may modify this Policy at any time, with or without notice.

i. Special Requirements:

• Where the Customer is using its own wireless access points, the Customer requires written approval from Regus, prior to implementation. The use of the Customer’s own wireless router will result in a service charge based upon the total number of contracted work stations in the Customer’s designated office space.

• It is to note that the following ports are blocked through the Regus firewall for outbound traffic: H323, Napster_8888, Nbdatagram, Nbname, RealPlayer-grp, TCP-135, TCP-139, TCP-1433, TCP-1434, UDP-1434.

• Video conferencing services are not allowed on Regus’ Data Network without written approval from the Regus IT Director. If approval is gained then the Customer will be required to take Reserved Bandwidth to support the solution.

• The Regus Mail relay server is limited to 128 recipients / 32MB per message. It cannot be used as a smarthost.

j. DISCLAIMER OF LIABILITY FOR THIRD PARTY PRODUCTS. As part of its services to the Customer, Regus may provide third party Internet access and computer hardware and software (“Third Party Services”). REGUS DISCLAIMS ANY AND ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, FOR SUCH THIRD PARTY SERVICES. THE CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATION HAS BEEN MADE BY REGUS AS TO THE FITNESS OF THE THIRD PARTY SERVICES FOR THE CUSTOMER’S INTENDED PURPOSE.

HOUSE Rules UK – April 2013 – MV 4/5

k. DISCLAIMER OF LIABILITY FOR THE Customer’s EQUIPMENT. ALL CUSTOMER EQUIPMENT STORED IN THE REGUS TELECOMMUNICATIONS ROOM IS STORED AT CUSTOMER’S OWN RISK. REGUS DISCLAIMS ANY AND ALL LIABILITY FOR SUCH EQUIPMENT AND SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGE TO SUCH EQUIPMENT

i. DISCLAIMER OF INDIRECT DAMAGES FROM LOSS OF SERVICE. Regus does not provide any service level agreement to the Customer in regard to provision or loss of service for its Internet services. Regus shall not be liable for any indirect damages, including lost profits, arising out or resulting from any loss of service or degradation of connectivity/access to the Internet with the Service Agreement, even if the other party has been advised of the possibility of such damages. The foregoing shall apply, to the fullest extent permitted by law, regardless of the negligence or other fault of either party.

m. DISCLAIMER OF INDIRECT DAMAGES. Regus shall not be liable for any indirect damages, including lost profits, arising out or resulting from the Service Agreement even if the other party has been advised of the possibility of such damages. The foregoing shall apply, to the fullest extent permitted by law, regardless of the negligence or other fault of either party.

HOUSE Rules UK – April 2013 – MV 5/5