For the purpose of the Agreement, the following terms shall have the following meaning:

a. Agreement: means the MSA, these GTC, the Schedules and addenda thereto and the Order Confirmations.

b. AMS-IX: Amsterdam Internet Exchange B.V., a private company with limited liability, incorporated under the laws of the Netherlands with its seat in Amsterdam and its principal place of business at 1017 XN Amsterdam, Frederiksplein 42, registered with the trade register of the Chamber of Commerce under number 34128666.

c. AMS-IX Association: the association ‘Vereniging Amsterdam Internet Exchange’, having its registered office in Amsterdam, The Netherlands.

d. AMS-IX IP-address: means one or more IP-addresses, for Customer’s own router out of a dedicated range reserved per service type on the Interconnect Platform.

e. AMS-IX Portal: AMS-IX web interface through which the Customer orders Services.

f. AMS-IX website: means the AMS-IX website at ams-ix.net.

g. Allowed traffic: a set of restrictions imposed by AMS-IX B.V. on what kind of traffic is allowed to be sent by a Customer through the AMS-IX Infrastructure, as published on the AMS-IX website.

h. Article: means an article of the Agreement.

i. Access Connection: one or more physical interface that allows the Customer (directly or via third party network) to access the AMS-IX Interconnect Platform.

j. Change of Control: means the sale of all or substantial part all of the assets of a Party or any merger, consolidation or acquisition of a Party with, by or into another corporation, entity or person or any change in the ownership of more than 50% of the voting capital stock of a Party in one or more related transactions.

k. Colocation: any data centre premise where AMS-IX services are located.

l. Confidential Information: means all trade secrets, know-how and all other information disclosed by a Party to the other Party, including business information and technical information, provided that it is disclosed reasonably in connection with the Agreement.

m. Customer: the party that is indicated as “Customer” in and that has signed the MSA.

n. Effective Date: the date as set forth in Article 7.1.

o. Fees: the fees for access to the Interconnect Platform or for the Services or both.

p. Force Majeure: has the meaning as set forth in Article 10 hereof.

q. General Terms and Conditions (GTC): these general terms and conditions, governing the MSA, the Schedules and addenda thereto and all documents issued pursuant thereto or thereunder (including Order Confirmations) which can also be found at the AMS-IX website.

r. Initial Term: the term as set forth in Article 7.1 hereof.

s. Interconnect Platform: is a point of convergence for disparate networks that connect with the intention of exchanging network traffic with one or more parties. The networks connect to the Interconnect Platform from various locations, through diverse means, e.g. physically (a direct fibre connection), remotely (using a transport provider), or virtually (a reseller that multiplexes multiple connections on a single physical port). More detailed specifications of the Interconnect Platform (which may be amended from time to time by AMS-IX) can be found on the AMS-IX website.

t. Intellectual Property: means and includes all trademarks, technical knowledge, inventions, patents, creations, knowhow, formulations, recipes, specifications, designs, methods, processes, techniques, data, rights, devices, drawings, instructions, expertise, trade practices, trade secrets, computer data, source codes, analytical and quality control data, copyrights (including rights in software ), commercial information and other information relating to the design, development, manufacturing, assembly, testing, marketing and sale of the Interconnect Platform and all other intellectual property and forms of protection of a similar nature, whether registered or not, patented and patentable or not.

u. Invoice Date: the date as set forth in Article 6.1 hereof.

v. Master Services Agreement (MSA): The Master Services Agreement between Customer and AMS-IX, setting forth the terms and conditions pursuant to which AMS-IX provides access to the Interconnect Platform or renders the Services to Customer or both.

w. Order: the purchase order submitted by Customer through AMS-IX Portal for the Services.

x. Order Confirmation: the confirmation by AMS-IX of an order placed by Customer through the AMS-IX Portal.

y. Party: means either AMS-IX or the Customer, as the case may be.

z. Parties: means AMS-IX and the Customer collectively.

aa. Requested Delivery Date (RDD): the date as of when the Customer requests the Access Connection and/or Services to be operational. As of that date AMS-IX starts charging for the delivered Access Connection and/or Services.

bb. Schedule: a schedule (and the addenda thereto) to the MSA and the terms and conditions.

cc. Services: the services as set forth in the Schedules, including but limited to Access Connection.

These GTC shall apply to all offers, agreements, or other legal relationships pursuant to which AMS-IX is providing, or offering to provide, the Interconnection Platform and related Services to the Customer, in particular the MSA, Schedules and addenda thereto, and Order Confirmations. Amendments or supplements to the Agreement are valid only if agreed in writing and signed by both Parties. In the absence of a written agreement to the contrary between the Parties, AMS-IX rejects the applicability of all general conditions other than the GTC.

AMS-IX will deliver the Services and keep them available to Customer and Customer agrees to pay the Fees. The obligations and responsibilities of AMS-IX with respect to the rendered Services are stated in the related Schedule.

All Intellectual Property in the Interconnect Platform, the related Services and all generally related to the Agreement shall remain with AMS-IX or its licensors.

5.1 Customer will appoint a Contractual Contact Person (CCP), who will act as an authorised signatory of Customer.

5.2 Customer will appoint a Technical Contact Person (TCP) who will function as contact person with respect to all technical matters relating to the Services.

5.3 Customer will appoint a Network Operations Centre (NOC) contact with respect to operational and emergency matters relating to the Services. Customer warrants that the NOC can be reached 24 hours per day, 7 days per week through one point of contact.

5.4 Customer will appoint an Administrative Contact Person (ACP) who will function as contact person with respect to all administrative and financial matters relating to the Agreement.

5.5 Customer will ensure only authorised persons can place orders on the AMS-IX Portal.

5.6 By agreeing with these GTC, Customer confirms that details with regard to contact persons appointed following this Article 5 are correct and up to date on the AMS-IX Portal, and that these contact persons have been informed that their personal data are shared with and processed by AMS-IX in order to perform the Agreement. The latest version of the AMS-IX Privacy Policy can be found at AMS-IX website.

6.1 AMS-IX shall invoice the Fees on a monthly basis or as otherwise agreed between Parties and Customer shall pay Fees within a period of 30 days after the date of invoice (the “Invoice Date”) or as otherwise agreed between Parties.

6.2 All Fees will be paid in the currency indicated in the Order Confirmation.

6.3 The Fees are exclusive of VAT or other applicable taxes. Customer is responsible for the payment of any such taxes.

6.4 In the event Customer fails to pay within 30 days from the Invoice Date, interest of 8% (computed on a monthly basis) can be charged on any such unpaid, undisrupted amount on a monthly basis from the Invoice Date until such invoices are paid in full.

6.5 AMS-IX reserves the right to periodically re-assess and re-establish the Fees for the rendered Services, including in the event of any change of taxes, laws, regulations or applicable third-party terms having an effect on the Fees. Upward price changes shall be made public at least 3 months prior to a change at the AMS-IX website. Downward price changes may be applied instantly.

7.1 The Agreement shall be effective as of the date of signing thereof by both Parties (the “Effective Date”) and shall continue to be in force unless terminated with 3 months written notice by either Party.

7.2 Either Party may terminate the Agreement immediately, if the other Party commits a material breach of the Agreement and, where such breach is capable of remedy, fails to remedy the breach within 14 days of a written notice to do so.

7.3 Customers’ failure to pay Fees due that are not reasonably in dispute is deemed a material breach of the Agreement.

7.4 AMS-IX may, with a reasonable notice period, suspend its performances of its obligations under the Agreement (including the provisioning of the Services) or terminate the Agreement in the event that

a. AMS-IX is directed by any competent authority to cease the access to the Interconnect Platform and/or the provision of the Services;

b. Customer’s use of the rendered Services causes or is likely to cause damage as described in Article 8.2;

c. Customer does not adhere to the restrictions relating to Allowed Traffic as referred to at AMS-IX website;

d. AMS-IX is no longer able to provide access to the Interconnect Platform or render the Services as a result of a change of law, regulation or tax, or where its suppliers or partners have terminated their services; or

e. AMS-IX believes Customer’s conduct is likely to result in breach of law or is otherwise prejudicial to AMS- IX’s interest.

7.5 Either Party has the right to immediately without written notice suspend its performances or its obligations under the Agreement (including the provisioning of the Services) or terminate the Agreement in the event that:

a. The other Party shall be dissolved or liquidated, is declared bankrupt or otherwise insolvent, or must reasonably be expected to be unable to meet its obligations under the Agreement; or

b. A Party is the subject of a Change of Control; or

c. An event of Force Majeure occurs, which event of Force Majeure continues for 30 business days after the receipt of a written notice by the other Party.

7.6 Any termination is effective only for the future and entails no obligation for the Parties to return or refund any benefits received until the moment of termination. If applicable, upon termination of the Agreement AMS-IX will immediately terminate the availability for Customer of the AMS-IX IP-address(es) Customer was assigned under the Agreement.

8.1 Customer has the non-exclusive right to use the Services for its regular business purposes.

8.2 Customer warrants that its use of the Services does not cause or is likely to cause any damage, or is in any other way harmful to i) the Interconnect Platform, ii) AMS-IX, iii) the AMS-IX Association, iv) the regular operation, availability or functionality of the physical interface(s) and/or the Colocation, v) the traffic exchanged to other customers. Specifically, the Customer will adhere to the restrictions relating to the Allowed Traffic Rules as referred to in: https://www.ams-ix.net/ams/doc....

8.3 Customer agrees to implement any reasonable measures that AMS-IX may propose in order to prevent or repair such damage or harm as described in Article 8.2.

8.4 AMS-IX reserves the right to immediately suspend and eventually discontinue Customer’s Services if deemed necessary by AMS-IX’s NOC in the event that Customer is in breach of Article 8.2.

AMS-IX shall use all reasonable care, skill, and diligence to ensure that the Interconnect Platform and Services function in accordance with the features in the Schedules and on the AMS-IX website as established and adapted from time-to-time by AMS-IX.

9.1 Any liability of AMS-IX towards Customer for compensation of damages resulting from AMS-IX’s performance or non-performance of the Agreement is at all times limited to the total amount of Fees paid by Customer to AMS-IX under the Agreement over the 12 months preceding the event (or, in case of a series of events: the occurrence of the first events of such a series) that caused such damages.

9.2 Parties will not be liable towards one another for compensation of indirect or consequential damages, including but not limited to lost profits, damages consisting of or resulting from loss of data or information and loss due to business interruption.

9.3 The limitation as set forth in Article 9.1 above does not apply to damages that are caused by gross negligence or by wilful misconduct.

9.4 Customer shall indemnify AMS-IX and the AMS-IX Association and hold them harmless from any and all damages and costs they might suffer or incur as a result of a breach by Customer of the Allowed Traffic Rules (as referred to at AMS-IX website) or of any claim of a third party that information exchanged on the Interconnect Platform through the Services infringes rights of such third party.

AMS-IX is not liable to fulfil any obligations arising from the Agreement if this is caused by Force Majeure. The term Force Majeure means anything which occurs beyond the reasonable control of AMS-IX, including, but not limited to: fire, (the threat of) war, (the threat of) terrorism, unofficial or organised strikes, blockades, riots or other disturbances of the peace, fuel shortage, energy shortage, power outages, weather conditions, natural disasters, including floods, lightning impact and earthquakes, epidemics, quarantine measures, restrictions on the granting of permits and failure by sub-suppliers to fulfil their obligations.

11.1 Neither Party shall use Confidential Information received from the other Party for purposes other than in direct relation with the Agreement. Either Party shall treat the Confidential Information received from the other Party with at least the same degree of care as it would use in respect of its own Confidential Information of similar importance, but in any event a reasonable level of care. In particular, the Party receiving Confidential Information shall not disclose, publish, disseminate, or make accessible such Confidential Information, in whole or in part, in any way or form, to third parties.

11.2 The restrictions and obligations in this Article 11 shall not apply to the Confidential Information disclosed by a Party, which:

a. Is generally available to the public other than as a result of a disclosure by the Party or its representatives receiving such Confidential Information (or its representatives); or

b. Was received by the Party receiving such Confidential Information from a third party and not indirectly from the Party disclosing such information in violation of any obligation of secrecy or non-use; or

c. Was in the possession of the Party receiving Confidential Information prior to disclosure or is developed independently from such Confidential Information, as is shown by competent evidence.

11. 3 In case Confidential Information is required to be disclosed by a Party by virtue of a court order or statutory duty, such Party shall be allowed to do so, provided that it shall to the extent legally possible without delay inform the Party disclosing such Confidential Information in writing of receipt of such order or duty and enable that Party reasonably to seek protection against such order or duty.

11.4 Both Parties will comply with applicable data protection legislation when it comes to the processing of personal data as provided by the other Party.

11.5 Customer explicitly consents to personal data relating to Customer’s employees being recorded in the AMS-IX Portal, which system is necessary to manage the Agreement between the Customer and AMS-IX. The latest version of the AMS-IX Privacy Policy can be found at https://www.ams-ix.net/ams/doc....

12.1 The Agreement shall be governed by the laws of the Netherlands. Any dispute with regard thereto will be brought exclusively before the competent court of Amsterdam, The Netherlands.

12.2 The Agreement contains all the terms which the Parties have agreed in relation to the subject matter thereof and supersedes any prior written or oral agreements, representations or understandings between the Parties relating to such subject matter.

13.1 The amended GTC will come into effect as soon as the Customer is notified thereof. In case the Customer does not object to the amended provision within statutory period of 60 days, such amendments will be effective. Such notification will be sent to one or more duly authorised representatives (CCP) and the amended GTC will be posted on the website of AMS-IX.

13.2 AMS-IX may assign or subcontract its rights under the Agreement.

13.3 Customer is not entitled to assign and/or sublicense any of its rights or obligations under the Agreement without AMS-IX’s prior written approval.

13.4 To the extent legally permissible, Parties hereby agree that the electronic signing of the Agreement by digital means, such as by DocuSign or any comparable tool shall qualify as sufficiently reliable.

13.5 The provisions of the Agreement relating to confidentiality, warranty claims, limitation of liability, indemnities, governing law and dispute resolution, and other provisions that expressly or by their nature are intended to continue to have effect, shall survive termination or expiration of the Agreement.

13.6 The English text of the Agreement is the only valid and legally binding text thereof. Any translation of such documents, whether or not made or provided by AMS-IX, is solely for the convenience of the Customer.