SputnikNet Master Services Agreement

This Service Level Agreement ("Agreement") describes the Terms and Conditions pursuant to which Sputnik, Inc., a corporation with offices at 650 5th Street, Suite 303, San Francisco, CA, hereafter referred to as Sputnik, shall provide certain SputnikNet™ Services (as defined below).

Terms and Conditions

All SputnikNet orders will be subject to the Terms and Conditions of this Agreement, and the terms of this Agreement shall supersede any terms and conditions which may appear on Customer's order form or purchase order.

SputnikNet Service Definition

SputnikNet Service ("Service") is defined as Sputnik Control Center software hosted by Sputnik on Sputnik servers and made available to Customers over the Internet. Customers sign up for a SputnikNet Account ("Account") on www.sputnik.com. Once the Account is created, the Customer may authorize Sputnik-Powered Access Points and gateways ("APs") for management by that Account.

SputnikNet Express Service Definition

SputnikNet Express Service ("SputnikNet Express") is defined as a subset of the Service that is made available to Customers over the Internet for free. As SputnikNet Express is provided free of charge, the following provisions do not apply: Billing, Service Cancellation, Term, Service Interruption, Service Level Agreement, Performance Objectives, Performance Objective Measurement, SLA Exclusions, Remedies and Credits. SputnikNet Express is provided "as is" with no quality of service guarantees or performance objectives. Sputnik may modify or terminate Express Service at any time without notice.

Billing

Customer pays a one-time, non-refundable Set-Up Fee ("Set-Up Fee") for establishing an Account. The Set-Up fee is due and payable upon establishing an Account. In addition, Customer pays an Annual Recurring Fee per authorized AP ("AP Recurring Fee"). Pre-paid annual AP Subscriptions cover Service for that year. The Set-Up Fee and AP Recurring Fee prices are published on www.sputnik.com and are subject to change without notice. Customer will pay all sales and use taxes incurred by Customer arising from Customer use of the Service.

Service Cancellation

Customer may deauthorize an AP at any time ("Service Cancellation") by using Account management tools on www.sputnik.com. AP Recurring Fees for the year in which Service Cancellation occurs will be billed in full. AP Recurring Fees for years subsequent to the Service Cancellation date will not be billed. The Customer will not receive a pro-rated refund for AP Recurring Fees already billed. If all APs for an Account are deauthorized, Sputnik may delete the Account from its servers within thirty (30) days. Refunds for returned AP hardware, less any applicable restocking fees, are subject to Sputnik's Return Policies, which are published on www.sputnik.com.

Term

The term for the Service ("Term") shall automatically renew for successive one year periods at Sputnik's then-current annual rates, unless the Customer initiates Service Cancellation on www.sputnik.com. Sputnik may terminate this Agreement (a) if it terminates the Service, or (b) at any time upon 30 days written notice, or (c) if Customer fails to comply with any of the terms of this Agreement.

Service Interruption

A Service Interruption ("Service Interruption") is defined as the inability of a Customer to gain access to the web-based administrative console of an active SputnikNet Account through a standard web browser with full access to Internet services. In no case will the inability of an AP to communicate with a SputnikNet Account be construed as a Service Interruption.

Service Level Agreement ("SLA")

99% Limited Uptime Guarantee, which applies only to Service Interruptions directly related to Sputnik facilities and does not cover situations or faults beyond Sputnik's control, such as general Internet access problems. SLA objectives apply only to Service Interruptions that are not the result of scheduled service downtime.

Performance Objectives

Sputnik will use its reasonable and diligent efforts to ensure resolution of any reported Service Interruption in less than ninety (90) minutes from receipt of the report. Failure to meet this objective may enable Customers eligible for service Credit as defined below. Credits under this SLA will be coordinated by the appropriate Sputnik Account Executive or applicable Sales team.

Performance Objective Measurement

Mean Time to Restore ("MTTR") is calculated on a per-occurrence basis commencing at the opening of a trouble ticket reporting a Service Interruption and ending with the restoration of Service. A trouble ticket can be opened by a Customer using Sputnik's web site, sending email to support@sputnik.com, or if either of these options are unavailable, by phoning Sputnik's support line and speaking with a support representative, or leaving a voicemail message.

SLA Exclusions

SLA objectives apply only to out-of-service conditions and do not apply to scheduled service downtime, degradation of service, or sub-optimal performance. Measurement of outages will be conducted as described above.

SLA will not apply for trouble tickets associated with new installations, trouble tickets erroneously opened by Customer, or events beyond Sputnik's reasonable control.

Remedies and Credits

Subject to the limitations outlined in this section, Customer is entitled to certain Credits for Service Interruptions ("Credits") covered by the SLA which are exclusively the fault or responsibility of Sputnik. Customer's Credits are applied toward future AP Recurring Fees only, not as a refund. To be eligible for Credit under this agreement the following criteria must be met:

• Customer must follow the trouble ticket reporting procedures detailed above.
• The covered Service Interruption must exceed the MTTR objectives defined above.
• Customer must formally request a Credit from the Sputnik Account Executive or Sales team.

Credit will not be issued unless the actual MTTR for a trouble ticket exceeds 90 minutes. Credits will be prorated as follows:

Duration of Outage	Credit Amount
90 to 180 minutes	1 day prorated annual AP Recurring Fees
121 minutes to 1,440 minutes (24 hours)	3 days prorated annual AP Recurring Fees

Customer shall be eligible for no more than one such Credit for a 24-hour period beginning with the opening of the trouble ticket, even if more than one outage occurs during that period. In the event the outage last more than a 24-hour period, the Credit applied for each additional 24-period will be calculated using the formulas described above.

Customers total Credit in any contract situation shall not exceed the total yearly AP Recurring Fees. Eligibility for Credit is subject to Customers Account being current and no outstanding balance due. Residual Credits may not be carried over to subsequent years.

SPUTNIK AND CUSTOMER AGREE THAT IN THE EVENT OF ANY UNAVAILABILITY OF THE SERVICE, DAMAGES WOULD BE DIFFICULT TO ASSESS, AND THAT THE FOREGOING IS A REASONABLE ESTIMATE OF THE DAMAGE, AND ACCORDINGLY THE SLA CREDIT SHALL BE A LIQUIDATED DAMAGE (AND NOT A PENALTY) AND SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY SERVICE OUTAGE OR ANY SPUTNIK FAILURE TO MEET THE SERVICE OBJECTIVES SET FORTH IN THIS AGREEMENT.

Rights and Obligations of Customer

Customer shall, at its own expense, undertake all necessary preparations required to comply with Sputnik's reasonable and customary installation and maintenance instructions and requirements. In addition, if any APs or other Customer premises equipment is being supplied to Customer by Sputnik, it shall be supplied to Customer pursuant to the terms and conditions of a separate agreement.

Customer shall not intentionally do any of the following or permit any of Customer Customers or authorized users, or other third-parties to do any of the following:

• Restrict or inhibit any other user from using and enjoying the Service and/or the Internet;
• Post or transmit any information or software which contains a virus, worm, cancelbot (malicious service interruption or cancellation) or other harmful component;
• Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Service which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder;
• Upload, post, publish, reproduce, transmit or distribute in any way any component of the Service itself or derivative works with respect thereto, as the Service is copyrighted as a collective work under U.S. copyright laws.

Limitations of Liability

EXCEPT AS EXPRESSLY SET FORTH ABOVE INCLUDING THE LIMITATIONS AND LIQUIDATED DAMAGES SET FORTH ABOVE, IN NO EVENT WILL SPUTNIK BE LIABLE TO CUSTOMER, ANY CUSTOMER REPRESENTATIVE, OR ANY THIRD PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO CUSTOMERS BUSINESS, CUSTOMERS CUSTOMERS OR CLIENTS, OR FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR OF ANY CUSTOMERS BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Maximum Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SPUTNIK'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO SPUTNIK HEREUNDER FOR THE IN SERVICE PERIOD ONE (1) MONTH PRIOR TO THE EVENT OR EVENTS GIVING RISE TO SUCH LIABILITY.

Rights and Obligations of Sputnik; Disclaimer of Warranties

Customer understands that Customer and its Customers or authorized users may access the Internet after being authenticated by the Service. Customer understands further that neither Sputnik nor any of its affiliates operates or controls the Internet in any way, and that all merchandise, information and services offered or made available or accessible on the Internet are offered or made available or accessible by third-parties who are not affiliated with Sputnik or its affiliates. CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR CUSTOMER'S USE AND ITS CUSTOMERS' AND AUTHORIZED USERS' USE OF THE SERVICE AND THE INTERNET. NEITHER SPUTNIK NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE INTERNET OTHER THAN DIRECTLY BY SPUTNK, AND THEY SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY CUSTOMER'S RESPONSIBILITY AND CUSTOMER'S CUSTOMERS' AND AUTHORIZED USERS' RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE, PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY.

CUSTOMER UNDERSTANDS FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO SOME PEOPLE. CUSTOMER, CUSTOMER'S CUSTOMERS AND CUSTOMER'S AUTHORIZED USERS ACCESS SUCH MATERIALS AT CUSTOMER'S OWN RISK. SPUTNIK HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

CUSTOMER FURTHER UNDERSTANDS THAT IT IS THE CUSTOMER'S SOLE RESPONSIBILITY TO ACT IN FULL COMPLIANCE WITH CUSTOMER'S INTERNET SERVICE PROVIDER ACCEPTABLE USE POLICY. IN NO CASE WILL SPUTNIK BE LIABLE FOR ANY BREACH BY CUSTOMER OF CUSTOMER'S INTERNET SERVICE PROVIDER ACCEPTABLE USE POLICY.

NO COMPLIMENTARY ADVICE OR INFORMATION GIVEN BY SPUTNIK, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY. NEITHER SPUTNIK NOR ITS AFFILIATES WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.

UNDER NO CIRCUMSTANCES SHALL SPUTNIK, ITS AFFILIATES OR ITS CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM CUSTOMER'S (OR CUSTOMER'S CUSTOMERS' OR AUTHORIZED USERS') USE OF OR INABILITY TO USE THE SERVICE OR TO ACCESS THE INTERNET OR ANY PART THEREOF, OR CUSTOMER'S (OR CUSTOMER'S CUSTOMERS' OR AUTHORIZED USERS') RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, UNLESS RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF SPUTNIK.

If Customer is dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of Sputnik in operating the Service, unless otherwise provided herein, Customer's sole and exclusive remedy is to initiate Service Cancellation as described above and discontinue using the Service.

Failure to Comply With Agreement

Sputnik may deny Customer accesses to all or part of the Service without notice if Customer engages in any conduct or activities that violates any of the terms and conditions in this Agreement. If Sputnik denies Customer access to the Service because of such a violation, neither Customer nor Customer's Customers or authorized users shall have any right (1) to access through Sputnik any materials stored on the Internet, (2) to obtain any Credit(s) otherwise due to Customer, and such Credit(s) will be forfeited, (3) to access third party services, merchandise or information on the Internet through Sputnik, and Sputnik shall have no responsibility to notify any third-party providers of services, merchandise or information nor any responsibility for any consequences resulting from lack of notification.

Indemnity

Customer agrees to defend, indemnify, and hold Sputnik and its affiliates harmless from any and all liabilities, costs, and expenses, including reasonable attorneys' fees, related to or arising from:

• Any violation of this Agreement by Customer or those who access the Service through Customer Account.
• The use of the Service or Internet.
• The placement or transmissions of any message, information, software, or other materials on the Internet by Customer or by those who have access to the Internet through Customer AP or Customer Account.

Miscellaneous

In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.

Sputnik's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. Any dispute hereunder shall be adjudicated in the state and federal courts sitting in San Francisco, California, and Customer waives any objection to such venue, including any claim of Forum Non Coveniens.

This Agreement and its associated attachments referenced herein constitute the entire agreement between Customer and Sputnik with respect to the Service.

Sputnik may change the terms of this Agreement from time to time without notice by posting the revised terms on its website at www.sputnik.com. Customer acknowledges and agrees that it is responsible for reviewing these terms from time to time.

Last revised: April 30, 2008