Legal

Terms of Use

Please read and accept the Vlan24 Legal ("Terms") before using the www.vlan24.com Web site or any other Web site maintained by Vlan24 ("Web site"). If you do not agree to all of the Terms, do not use this Web site. Vlan24 may update these Terms from time to time. Each time you use the Web site you will be operating under the Terms as they exist as of the time of use. Please check these terms prior to each use of our Web site.

The Terms are entered into by and between Vlan24 and you. If you currently have in effect a separate written purchase or license agreement with Vlan24 for a service, that agreement shall govern the use of that service to the extent it conflicts with these Terms.

Disclaimer

Although Vlan24 has attempted to provide accurate information on the Web site, Vlan24 assumes no responsibility for the accuracy of the information. Vlan24 may change the programs or products mentioned at any time without notice. Mention of non-Vlan24 products or services is for information purposes only and constitutes neither an endorsement nor a recommendation.

THE MATERIALS ARE PROVIDED "AS IS" WITHOUT AN EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

IN NO EVENT SHALL VLAN24 OR ITS SUPPLIERS OR PARTNERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF Vlan24 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE WEBSITE. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with Subscriber’s use of the Services.

Intellectual Property Rights

All content, including text, data, sound recordings, sound, photographs, graphics, video, or other materials ("Material") provided on this Web site is provided by or to Vlan24 by its respective manufacturers, authors, developers and vendors (the "Third Party Providers") and is the copyrighted work of Vlan24 and/or the Third Party Providers.

Except as expressly authorized by Vlan24 or the Third Party Provider, none of the Material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise. No part of the Web site, including logos, graphics, sounds or images, may be reproduced or retransmitted in any way, or by any means, without the prior express written permission of Vlan24. You also may not, without Vlan24’s prior express written permission, copy any Materials contained on this Web site on any other server, or use any Vlan24 Marks for any purpose.

"Vlan24 Marks" refers to any names, marks, brands, logos, designs, slogans, trademarks, services marks and other designations Vlan24 uses in connection with its products or services. Individuals who believe that their intellectual property rights have been infringed on the Web site, may contact Vlan24 and request that the infringing material be removed or access to it blocked. Vlan24 will investigate those complaints. Where Vlan24 is satisfied that the infringement is taking place, it will take appropriate action. If you believe your intellectual property rights are being infringed, please direct your claims to: General Counsel, Vlan24, Inc. 1605 W Olympic Blvd. Suite #400, Los Angeles, CA 90015.

Trademarks

The trademarks, logos and service marks ("Marks") displayed on this Web site are the property of Vlan24 or other third parties. Users are not permitted to use these Marks without the prior written consent of Vlan24 or such third party which may own the Mark.

Vlan24 is a registered trademark of Vlan24, Inc. International Business Exchange is a trademark of Vlan24, Inc.

Links to Third Party Sites

This Web site may contain links to third party sites. Access to any other Internet site linked to this Web site is at the user's own risk and Vlan24 is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. Vlan24 provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.

Access to Password-Protected and/or Secure Areas

Access to and use of password protected and/or secure areas of the Web site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Web site may be subject to prosecution.

Privacy Policy

Vlan24 respects your desire for privacy. Vlan24’s Privacy Policy can be found at www.vlan24.com/privacy/. By using the Web site, you are consenting to the processing of your data by Vlan24 and consenting to the terms of our Privacy Policy.

Use of the Web site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including any that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while the Subscriber is not logged in.

Service Level Agreement

At Vlan24, we ensure your business receives the highest quality network service with our robust SLA for IP Transit and Dedicated Internet Access (DIA). Our SLA provides detailed performance guarantees to keep your operations running smoothly.

Key Features

Unmatched Availability: We guarantee 99.9% uptime for both IP Transit and DIA, ensuring continuous connectivity.

Optimized Latency: Our regional-specific latency guarantees deliver faster response times and enhance real-time communications.

Availability
Offering	Configuration	Performance Level Target
ELAN	Unprotected Protected, single PE Protected, dual PE	99.5% 99.9% 99.99%
DIA	Unprotected Protected	99.5% 99.95%
IP Transit	Unprotected Protected	99.5% 99.95%
Wavelength	Standard Wavelength Diverse Wavelength Protected Wavelength	99.5% 99.9% 99.99%

Outage
Cumulative Duration of Outage	Outage Credit - % of Allocated MRC for Affected Customer Location(s)
	Standard/Unprotected	Diverse	Protected
>2 hrs. to 4 hrs.	5%	10%	20%
>4 hrs. to 8 hrs.	10%	15%	25%
>8 hrs. to 12 hrs.	15%	20%	30%
>12 hrs. to 16 hrs.	20%	25%	35%
>16 hrs. to 20 hrs.	25%	30%	40%
>20 hrs. to 24 hrs.	30%	35%	45%
>24 hrs.	35%	45%	50%

Credit Request Procedures:

• Eligibility: If guarantees are not met, customers are eligible for compensation.
• Process: Requests for credits must be made within 60 days of the incident.
• Application: Credits will be applied to the next billing cycle or carried over if necessary.

Exceptions:

• Planned Maintenance: Scheduled maintenance activities are excluded from compensation.
• Customer Requests: Downtimes or issues requested by customers do not qualify.
• Force Majeure: Events beyond our control, such as natural disasters, are excluded.

Choose Vlan24 for unparalleled network reliability and performance. Ensure your business stays connected and efficient with our comprehensive SLA for IP Transit and DIA services.

MASTER CUSTOMER AGREEMENT

This Master Customer Agreement (“ MCA ”) is effective immediately (“ Effective Date ”) between Vlan24 INC. , a California Corporation, with an address of 1605 W Olympic Blvd # 400, Los Angeles, CA, 90015 (collectively “ Vlan24 ” and each entity controlled by, controlling or under common control with Vlan24, a “ Vlan24 Affiliate ”). Vlan24 and Customer each may be referred to herein as a “ Party ” and collectively as the “ Parties ”.

ARTICLE 1 - GENERAL

1.1 Agreement Structure. This MCA provides general terms and conditions under which Customer may from time-to-time purchase access to and utilization of selected portions of the Vlan24 fiber network, associated infrastructure, telecommunications, and infrastructure services (“ Services ”) from Vlan24. Terms and conditions that apply to each type of Ser vice are set forth in customer schedules (each a “ Customer Schedule ”). This MCA, applicable Customer Schedules are collectively the “ Agreement ”. Any part of the Agreement may be entered into and performed by any Vlan24 Affiliate, including those authorized to provide Services in any country or jurisdiction.

1.2 Orders for Services. Customer may request that Vlan24 provide Services by submitting a service order in a form provided by Vlan24 (“ Service Order ”). Customer is responsible for the accuracy of all information that it provides to Vlan24. Service Orders shall set forth the term, pricing, and Service type and location(s), monthly recurring charge (“ MRC ”), non-recurring charge (“ NRC ”) and any additional terms applicable to the Services. All Service Orders are subject to availability and acceptance by Vlan24 and are governed by this Agreement.

1.3 Term. The term of each Service Order shall commence on the Activation Date (as defined in the applicable Service Order) for such Service and continue for the period specified in that Service Order. Thereafter, the term shall automatically renew for one-year periods (collectively, the “ Order Term ”) until terminated by either Party upon at least 90 days written notice prior to the end of the Order Term. Customer is responsible for payment to Vlan24 for the Services to be terminated through the entirety/remaining of set term on the Service Order(s). The term of the Agreement is coterminous with the longest Order Term hereunder.

1.4 Order of Precedence. In the event of an express conflict between terms in the Agreement, precedence will be given, as applicable, in the following order: (a) the Service Order, but solely with respect to the Services covered by such Service Order (b) the Customer Schedule, but solely with respect to the Services covered by such Customer Schedule, and (c) the MCA.

ARTICLE 2 - PAYMENT TERMS

2.1 Invoicing and Payment Terms. Vlan24 commences billing and Customer shall be liable for payment upon the Activation Date. Vlan24 will provide Customer with a monthly itemized invoice for the Services together with all other charges due. Customer shall pay to Vlan24 all amounts due in full, without offset or reduction, within 30 days from the date of the invoice (“ Due Date ”). Invoice amounts not paid on or before the Due Date shall bear interest at the rate of one and one-half percent per month or the highest lawful rate, whichever is lower. Unless otherwise stated in the Agreement, Vlan24 invoices NRCs upon acceptance of a Service Order.

2.2 Invoice Disputes. If Customer reasonably disputes any portion of an invoice, Customer shall timely pay all undisputed amounts and shall notify Vlan24 in writing and provide detailed documentation supporting its dispute by the Due Date or Customer’s right to any billing adjustment shall be waived. If the dispute is resolved against Customer, Customer shall pay such amounts due plus interest, as set forth in Section 2.1 above, from and after the Due Date.

2.3 Taxes and Other Fees and Surcharges. Excluding taxes based on Vlan24’s net income, Customer shall be responsible for all Taxes (defined below) and Other Fees and Surcharges (defined below) arising in any jurisdiction imposed on or incident to the provision, sale or use of Services, including but not limited to value added, consumption, sales, use, gross receipts, foreign withholding (which will be grossed up), excise, access and bypass (collectively “ Taxes ”) and any property, franchise, rights of way, license or permit, regulatory or other taxes, duties, fees, charges or surcharges (collectively “Other Fees and Surcharges”), imposed on Vlan24, Customer or a Customer’s end users. Charges for Services are exclusive of any Taxes and Other Fees and Surcharges. Taxes and Other Fees and Surcharges may be recovered through imposition of a percentage surcharge on the charges for Services to Customer. Customer may present Vlan24 with a valid exemption certificate (in a form reasonably acceptable to Vlan24) eliminating Vlan24’s liability to pay certain Taxes and Other Fees and Surcharges; Vlan24 will give effect thereto prospectively.

ARTICLE 3 - DEFAULT

If Customer fails to make any payment due under the Agreement by the Due Date, and such failure continues for five days after receiving notice of the failure to make payment, or if a Party fails to cure any material breach of any term of the Agreement within 30 days of receiving notice of the breach from the other Party, then the non-breaching Party may: (a) terminate the Agreement in whole or in part and (b) subject to the liability limitations stated herein, pursue any available remedies at law or in equity.

ARTICLE 4 - LIABILITIES

4.1 Damage Limitations. Except for indemnity obligations arising under Section 4.4 or confidentiality obligations arising under Section 5.1: (i) Vlan24’s total liability for any and all causes and claims whether based in contract, warranty, tort or otherwise shall be limited to the lesser of (a) the actual direct damages sustained by Customer in connection with the affected Service Order and affected Service, or (b) an amount equivalent to the total MRC payable by Customer over the preceding three months for the Service affected or if the claim arises prior to the Activation Date, an amount equivalent to the total MRC payable by Customer for the first three months of the Order Term. Notwithstanding anything to the contrary, Customer’s sole and exclusive remedy for any non-performance, defect or failure to deliver the Service are the performance credits and/or other remedies expressly stated in the relevant Customer Schedule, and (ii) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF DATA, ANTICIPATED SAVINGS OR COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THE AGREEMENT.

4.2 No Warranty. VLAN24 MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

4.3 No Liability for Certain Actions. Vlan24 exercises no control over and is not responsible for the content of any information transmitted or received through the use of the Services. Other than as expressly stated in the Agreement, Customer shall be solely responsible for all of the security and confidentiality of information it transmits using the Service.

4.4 Indemnification. Each Party (an “ Indemnifying Party ”) shall indemnify, defend and hold harmless the other Party, its directors, officers, employees, agents, contractors, successors and assigns (“ Indemnified Party ”) harmless from and against all losses, damages, costs, expenses and liabilities (including reasonable attorney’s fees and expenses) incurred by such Indemnified Party arising from any third party claims relating to: (i) any physical damage to tangible property, or personal injury or death, or (ii) infringement or misappropriation of such third party’s intellectual property right, in each case caused by the gross negligence or willful misconduct of the Indemnifying Party, provided, however, that Vlan24 is not obligated to indemnify Customer, and Customer shall defend and indemnify Vlan24 as an Indemnified Party, for any claims or actions commenced by any third party, including end users, arising from or in connection with goods or services provided by Customer that incorporate any of the Services.

ARTICLE 5 – MISCELLANEOUS PROVISIONS

5.1 Confidentiality. Information or documentation exchanged between the Parties in performing this Agreement, including the terms of this Agreement, are subject to the terms of any non-disclosure agreement in effect between the Parties, and if none, the Parties agree to keep any such information which is of a confidential nature confidential and not disclose such information to third parties (other than to vendors, if needed to perform under this Agreement).

5.2 Force Majeure. Neither Party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure or hindrance of performance hereunder due to causes beyond its reasonable control. The Party claiming relief under this Section shall notify the other Party of the occurrence or existence of the event and of the termination of such event.

5.3 Subject to Laws. Each Party is responsible for complying with laws and regulations applicable to it, including but not limited to applicable: (a) federal, state, and local laws; (b) regulations, rulings and orders of government agencies; (c) data protection legislation; (d) laws, statutes, regulations and codes relating to anti-bribery and anti-corruption; and (e) import, export and economic sanction laws and regulations. Neither Party shall use the Services for any unlawful purposes.

5.4 Governing Law; Venue; Prevailing Party. The Agreement shall be governed by and construed in accordance with the laws of California, without giving effect to any conflict of law principles. Venue arising under the Agreement shall be Los Angeles, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If suit is brought or an attorney is retained by either party to enforce the terms of the Agreement or to collect any money as due hereunder or to collect any money damages for breach hereof, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and related expenses incurred in connection therewith.

5.5 Notices. Notices under this MCA shall be in writing and delivered by electronic mail or certified mail, return receipt requested, or by a nationally recognized courier to the persons whose names and business addresses appear below, and such notice shall be effective on the date of receipt, or refusal of delivery, by the receiving Party. In lieu of the foregoing notice requirement, if Customer is discontinuing Service(s) of any type for any reason, Customer must submit the disconnection request through the support ticket system.

5.6 Assignment. Neither Party shall transfer or assign, voluntarily or by operation of law or otherwise, its obligations under the Agreement without the prior written consent of the other party, except no such consent shall be required in the event of a merger, reorganization, consolidation or sale of substantially all of the Party’s assets or business in which case the assigning party shall provide notice to the non-assigning Party; provided, however, that Customer may only transfer or assign under this provision if its account balance with Vlan24 is current. Vlan24 may assign in whole or in part the Agreement or any of its rights and obligations hereunder to any Vlan24 Affiliate without prior notice to Customer. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.7 No Third-Party Beneficiaries; Relationship and Counterparts. The Agreement is not intended for, nor shall it be for the benefit of or enforceable by, any third party or person not a Party hereto, including without limitation, end users. The Agreement does not create a partnership, joint venture, or agency relationship between the Parties. Neither Party shall have any authority to bind the other Party to any agreement, understanding or other instrument, in any manner whatsoever. The Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. The Agreement may be executed via a recognized electronic signature service and/or signed, scanned, and emailed to Vlan24, and any such signatures shall be treated as original signatures.

5.8 Entire Agreement; Amendment. The Agreement constitutes the entire and final agreement and understanding between the Parties, expressed or implied, with respect to the Services ordered after the Effective Date and supersedes all other prior or contemporaneous representations, understandings, or agreements. No alteration or variation of the terms of any provision shall be valid unless made in writing and signed by the Parties. If any provision of the Agreement shall be held to be invalid or unenforceable, the remaining provisions of the Agreement shall be unimpaired and shall remain in effect and be binding upon the Parties. No course of dealing and no failure to exercise any right hereunder shall be construed as a waiver of any provision hereof.

Acceptable User Policy

This Acceptable Use Policy (AUP) governs the use of services provided by VLAN24 and applies to all users, including customers, employees, contractors, and third parties. By accessing or using our services, you agree to comply with this AUP. Violations of this policy may result in account suspension, termination of services, or legal action.

Prohibited Activities

Users of VLAN24's services are prohibited from engaging in the following activities:

1. Illegal or Unlawful Activities: Any use of services for illegal or unlawful purposes, including but not limited to fraud, hacking, unauthorized access, or distribution of malicious software. This includes activities that violate local, national, or international laws and regulations.

2. Spam and Unsolicited Communications: Sending unsolicited bulk emails, messages, or advertisements (spam), or engaging in phishing activities. Users must obtain appropriate consent before sending commercial communications.

3. Distribution of Malware: Uploading, distributing, or transmitting malware, viruses, or other harmful software that could disrupt or damage systems. This includes avoiding actions that could compromise the security or integrity of network resources.

4. Violations of Intellectual Property Rights: Violating copyright, trademark, patent, or other intellectual property rights, including unauthorized distribution or sharing of copyrighted materials. Users must respect the intellectual property of others and only use content with proper authorization.

5. Unauthorized Access: Attempting to gain unauthorized access to networks, systems, or data belonging to VLAN24 or other parties. This includes avoiding any actions that could compromise the security or availability of systems.

6. Network Abuse: Engaging in activities that degrade network performance, such as denial-of-service (DoS) attacks, excessive use of bandwidth, or network scanning. Users must use resources responsibly and avoid actions that could disrupt service for others.

7. Illegal Content: Publishing, distributing, or storing illegal or prohibited content, including but not limited to adult content, hate speech, or materials that promote violence. Users must comply with content laws and regulations applicable to their jurisdiction.

Content Restrictions

Users are responsible for ensuring that content hosted or transmitted through VLAN24's services complies with the following restrictions:

1. Lawful Content: Content must comply with all applicable laws and regulations, including data protection laws and export controls. Users are responsible for ensuring that their content does not violate legal requirements.

2. Non-infringement: Content must not infringe upon the intellectual property rights of others, including copyright, trademark, or patent rights. Users must obtain proper authorization or licensing for any content they use or distribute.

3. Privacy and Personal Information: Users must respect the privacy and rights of individuals, including protecting personal information and complying with privacy laws. Users must obtain appropriate consent for the collection and use of personal data.

Security and Compliance

Users must adhere to the following security and compliance guidelines:

1. Network Security: Implementing measures to protect against unauthorized access, including strong passwords, encryption, and regular security updates. Users must report any suspected security vulnerabilities promptly.

2. Data Protection: Safeguarding sensitive data in accordance with applicable data protection laws and industry standards. This includes encrypting data in transit and at rest, and implementing access controls.

3. Reporting Violations: Reporting any suspected violations of this AUP or security incidents to VLAN24's security team promptly. Users play a crucial role in maintaining a secure environment and should report any suspicious activities or breaches.

Consequences of Violations

Violations of this AUP may result in disciplinary action, including but not limited to:

Warning: Verbal or written warnings for minor infractions.

Account Suspension: Temporary suspension of services pending investigation.

Account Termination: Permanent termination of services for serious or repeated violations.

Legal Action: Cooperation with law enforcement authorities and pursuit of legal remedies as necessary. Users may be subject to civil or criminal penalties for violations of applicable laws.

Reporting Violations

To report violations of this AUP or suspicious activities, please contact VLAN24's support team at [email protected]. Reports will be promptly investigated, and appropriate action will be taken to address violations and ensure the integrity and security of our services.