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Managed Service Provider Addendum


This Managed Service Provider Addendum (this “Addendum”) is incorporated into and forms part of the Agemni Terms of Use. The additional terms of use in this Addendum are for Agemni customers who are using Agemni’s Services in conjunction with a Managed Service Provider (as defined below).

Modification of this Addendum

You acknowledge and agree that Agemni may revise the Terms of Use, including this Addendum, from time to time. By continuing to access or use the Site or Services after Agemni makes any such revision, You agree to be bound by the revised Terms of Use and Addendum.

Definitions

In addition to the following, any capitalized terms used in this Addendum shall have the same meaning as in the Agemni Terms of Use unless expressly defined otherwise in this Addendum.
• Managed Service Provider (“MSP”) is Dish Network and/or AT&T/DirecTV individually or collectively.
• Retailer ID is the Dealer ID or Retailer number assigned by a MSP.

Conditions Precedent

a. You acknowledge that you have a valid agreement with Your MSP, and You agree that You will not engage in activity that is contrary to the terms and conditions of your agreement with Your MSP.
b. You acknowledge that You have been assigned a Retailer ID by Your MSP, which You will use when accessing the Site.

Continuing Use of the site

You agree that Your use of the Services are subject to Your good standing with Your MSP and Agemni.

Termination

a. Agemni can terminate your access to its Services due to Your material breach of any of the conditions contained in this Addendum.
b. In the event Your MSP terminates the agreement You have with Your MSP, Your MSP can, at its discretion, require Agemni to terminate Your Site or the part of Your Site that pertains to Your MSP.
c. Agemni is not required to notify You of the termination of Your site if requested by Your MSP.

Data Handling

a. If Your agreement with Your MSP is terminated, Your MSP may require Agemni to purge any and all content in Your site related to Your MSP.
b. From time to time, Your MSP may request certain content from Agemni regarding Your Site and the Services. Agemni will, at its discretion, supply this to Your MSP.

Limitation of Liability

If Agemni is required to purge any and all content relating to Your MSP, You specifically grant Agemni a full legal release, which includes, without limitation, releasing all liabilities, claims, demands, causes of action, and related fees and costs against Agemni and Your MSP and each of its applicable stockholders, members, directors, managers, officers, employees, agents, and advisors.