Schedule 1: VAN Services

S1.1 VAN Services

VAN Services means the transmission of business documents between the Customer and its Trading Partners across a value-added network operated by a third-party network provider (the Network), including delivery through interconnects with other value-added networks, a secure mailbox for delivery and pick-up, and transaction logging. Trading Partner means an entity with which the Customer exchanges business documents.

S1.2 The Network Provider

The Network is operated by Commport Communications International, Inc., of Newmarket, Ontario, Canada (the Network Provider). The Provider resells the Network Provider's services and is not the operator of the Network.

S1.3 Transmission Only

The VAN Services are transmission services. The Network performs file header validation and does not transform, translate, map, or validate the content of any document. Any transformation, mapping, or validation the Customer receives is performed by the Services under the Agreement and not by the Network. The VAN Services do not include web-form document entry, carbon copying of transactions to additional recipients, or conformance checking at the Network.

S1.4 Enabling

The VAN Services are an Add-On Service enabled by the Customer for its organization (the VAN add-on). This Schedule takes effect when the Customer enables the VAN add-on and continues until the add-on is removed or the Agreement terminates. The fees for the VAN Services ( VAN Service fees) are described in Section S7.1.

S2.1 No Availability Commitment

The Provider will use commercially reasonable efforts to make the VAN Services available. The Provider does not warrant that the VAN Services will be uninterrupted or error-free, and gives no uptime commitment, service level agreement, or availability target in respect of them. The disclaimers in Section 7.6 apply to the VAN Services in full.

S2.2 Scope of Section 7.1(b)

The warranty in Section 7.1(b) that Add-On Services will be provided with reasonable care and skill applies to the Provider's own provisioning, configuration, and support of the VAN Services. It is not a warranty as to the delivery, timeliness, or availability of any transmission across the Network, which is governed by this Section S2.

S2.3 Planned Maintenance

The Network is subject to a standard maintenance window set by the Network Provider, currently Saturday 8:00 PM to Sunday 6:00 AM Eastern Time. Document processing may be delayed during that window. The Provider will pass on advance notice of maintenance where it receives it.

S2.4 Third-Party Networks

Delivery across the Network depends on the internet, on internet service providers, on interconnected value-added networks, and on the systems of the Customer's Trading Partners, none of which are under the Provider's control. Section 7.4(d) applies to any delay, delivery failure, loss, or damage resulting from them.

S2.5 Network Status

The Network Provider publishes network status and incident information at commportstatus.trust.pagerduty.com . The Customer may subscribe to those notifications directly. The Provider does not warrant the accuracy or availability of that channel, and referring to it is not a commitment by the Provider as to availability.

S3.1 Single Point of Contact

The Provider is the Customer's sole point of contact for the VAN Services. The Customer shall direct all support requests to the Provider and shall not contact the Network Provider directly in respect of the VAN Services.

S3.2 Reporting Deadline

The Customer shall notify the Provider in writing of any defect, non-delivery, misdelivery, or other failure in the VAN Services within 10 days of becoming aware of it. Prompt notice is required so that the Provider can pursue the failure with the Network Provider while it remains capable of being investigated and corrected. If the Customer does not give notice within that period, the remedies in Section S5.1 are reduced to the extent the delay has prejudiced the Provider's ability to obtain correction or recovery from the Network Provider.

S3.3 Document Tracing

Confirmation that a document was sent or received across the Network is available only for documents transmitted within the preceding 30 days. The Provider gives no commitment to trace, retrieve, or confirm the transmission of documents older than that.

S4.1 Trading Partners and Routing

The Customer is solely responsible for identifying the Trading Partners it wishes to connect with and for providing accurate and complete routing information, including interchange qualifiers and identifiers, for each of them. The Provider is not responsible for a document delivered to the wrong recipient, or not delivered, as a result of routing information supplied by the Customer.

S4.2 Customer Equipment and Software

The Customer is responsible for the use and compatibility of all equipment and software not provided by the Provider, and is liable for the costs of troubleshooting any difficulty in the VAN Services caused by such equipment or software. Changes to the VAN Services that render the Customer's own equipment or software obsolete, or that require it to be modified, do not alter the Customer's obligations under the Agreement.

S4.3 Acceptable Use

The Customer shall not, and shall procure that its Authorized Users and any third party acting on its behalf shall not:

1. Use the VAN Services for any purpose other than that for which they are intended and designed;
2. Alter, tamper with, or attempt to repair the Network or any equipment or software provided by the Provider or the Network Provider; or
3. Permit or assist any other person to do either of the foregoing.

A breach of this Section S4.3 releases the Provider from its obligations in respect of the VAN Services, including the remedies in Section S5.1, and the Customer shall be liable for the resulting damages, losses, and costs.

S4.4 Data Content, Legality, and Consents

The Customer is responsible for the content, accuracy, appropriateness, and legality of all data it transmits or receives through the VAN Services. The Customer represents and warrants that it will comply with all applicable laws in its collection, transfer, use, and disclosure of personal information in connection with the VAN Services, including by obtaining all consents required from individuals to transfer that personal information to the Network Provider and to allow the Network Provider to process it for the purpose of providing the VAN Services.

S4.5 Authorization to Route

The Customer authorizes the Provider to transmit its Customer Content through the Network, and grants the Provider the right to extend to the Network Provider a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sublicense, index, store, aggregate, publish, distribute, and display that Customer Content solely as required to perform the VAN Services. The Customer retains ownership of its Customer Content. The Network Provider is not permitted to use or disclose it for any other purpose.

S4.6 No Rights in Network Materials

The Customer acquires no title or property rights in the Network or the intellectual property relating to it, including file layouts, templates in any format, data transformation mapping, help documentation, and software. The Customer has a license to use those materials only so far as they relate to its use of the VAN Services under the Agreement.

S4.7 Confidentiality of Network Materials

All documentation relating to the Network that the Customer receives is the Provider's Confidential Information for the purposes of Section 10, and the Customer's obligations under Section 10.2 apply to it.

S4.8 Restricted Data

Section 3.4 (Restricted Data) applies to the VAN Services in full. The Customer's attention is drawn to Section 3.4.3: because Trading Partners transmit documents into connections configured for the Customer, the Customer shall instruct its Trading Partners not to transmit Restricted Data across the VAN Services where such transmission is reasonably foreseeable.

S5.1 Sole Remedy

Where the Customer has given notice in accordance with Section S3.2, the Provider will, at its discretion (acting reasonably) and expense:

1. Procure the correction of the failure; or
2. Where correction is not practicable, credit the Customer an amount not exceeding the VAN Service fees paid for the portion of the VAN Services affected, for the period affected.

These are the Customer's sole and exclusive remedies in respect of the VAN Services, and they replace the remedies in Section 7.5 for those Services.

S5.2 VAN Liability Cap

The Provider's total aggregate liability arising under or in connection with the VAN Services shall not exceed the VAN Service fees paid or payable by the Customer in the one-month period immediately preceding the first event giving rise to a claim. This cap replaces the Liability Cap in Section 8.1 in respect of the VAN Services and is lower than it.

S5.3 Excluded Losses

Section 8.2 applies to the VAN Services. In addition, the Provider has no liability for any claim brought against the Customer by a Trading Partner or other third party arising out of or relating to a document transmitted, delayed, or not delivered across the Network, including any chargeback, penalty, or deduction imposed by a Trading Partner.

S5.4 Customer Indemnity

The Customer shall defend, indemnify, and hold the Provider harmless from and against any claim brought by a Trading Partner or other third party arising out of or relating to documents the Customer transmits or receives through the VAN Services, or to the Customer's breach of Section S4. Section 9.2 (Indemnification Procedure) applies to this indemnity. This Section S5.4 is an indemnification obligation for the purposes of Section 8.3.1(b), and neither the Liability Cap in Section 8.1, the cap in Section S5.2, nor the exclusions in Section 8.2 applies to it. This Section S5.4 does not apply to the extent the claim arises from the Provider's fraud or willful misconduct.

S5.5 Exclusions Preserved

Section 8.3 (Exclusions from Liability Cap) continues to apply. Nothing in this Section S5 limits any liability that cannot be excluded or limited under applicable law.

S6.1 Sub-Processor Disclosure

Customer Content transmitted through the VAN Services is processed by the Network Provider, which acts as a sub-processor for that purpose. Customer Content may include personal information where the Customer's documents contain it. The Network Provider is engaged solely to transmit and deliver documents and is bound to use Customer Content only as required to perform that function.

S6.2 Breach Notification

Where a security breach affecting Customer Content originates at the Network, the Provider will notify the Customer without undue delay, and in any event within 72 hours, of becoming aware of it, whether by notice from the Network Provider or otherwise. The 72-hour period in Section 3.3 continues to apply to breaches affecting the Provider's own systems. The Provider does not control when the Network Provider gives it notice of a breach at the Network and gives no commitment as to that timing.

S6.3 Change of Network Provider

The Provider may change the Network Provider. Where it does, it will give the Customer at least 30 days' written notice and update this Schedule to identify the new provider before the change takes effect. Where the change is forced by the Network Provider suspending or ceasing to provide the Network, the Provider will give as much notice as is reasonably practicable in the circumstances.

S7.1 Fees

VAN Service fees are charged monthly for each organization with the VAN add-on enabled, plus fees for transactions transmitted, at the rates shown when the add-on is enabled. Section 5 (Fees) of the Agreement applies to them. The Provider may change VAN Service fees on 30 days' written notice.

S7.2 Removing the Add-On

The Customer may remove the VAN add-on at any time. Removal takes effect at the end of the then-current billing month, and the monthly fee for that month remains payable. On removal, the Customer's mailbox and Trading Partner routing on the Network are decommissioned and document exchange across the Network stops. Restoring the add-on afterwards requires the Trading Partner connections to be set up again.

S7.3 Discontinuation by the Provider

The Provider may discontinue the VAN Services, or any particular connectivity method or interconnect within them, on 30 days' written notice to the Customer, and immediately where the Network Provider ceases to make them available to the Provider. On discontinuation the Provider will refund any prepaid VAN Service fees for the period after the discontinuation takes effect. Discontinuation of the VAN Services does not terminate the Agreement or affect the Customer's other Services.

S7.4 Suspension

Section 11.4 (Suspension of Services) applies to the VAN Services. A breach of Section S4.3 or Section S4.4 is a Suspension Trigger for the purposes of Section 11.4.1.

S8.1 Order of Precedence

This Schedule supplements the Agreement. Where a term of this Schedule conflicts with a term of the Agreement, this Schedule prevails in respect of the VAN Services only. In all other respects the Agreement applies unchanged.

S8.2 Updates

Section 12.4 (Amendments and Updates) applies to this Schedule. A change to the identity of the Network Provider is governed by Section S6.3.

S8.3 Survival

Sections S3.2, S3.3, S4.4, S4.5, S4.6, S4.7, S5, S6.1, and S6.2 survive removal of the VAN add-on and termination of the Agreement.