The below service terms ("Tekion Managed Network Service Terms"), together with the terms set forth in the Master Subscription Agreement, the Equipment Terms and any relevant Order Forms and schedule(s) (collectively, "Terms"), incorporated herein by this reference, apply to Tekion’s provision of Managed Network Services, as described below. By completing the purchase process, You agree to these Terms. In case of any conflict among the terms set forth in the Master Subscription Agreement, the Tekion Managed Network Service Terms, and any applicable Order Form, the terms set forth in the respective documents will prevail to the extent of the conflict in accordance with the following sequence: (1) applicable Order Form → (2) Tekion Managed Network Service Terms → (3) Equipment Terms → (4) Master Subscription Agreement.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us (the "Agreement").
   2. "Network Hardware Survey" means an onsite inspection by Tekion of each dealership in scope for Managed Network Services in order to identify appropriate Network hardware and quantities.
   3. "Network" means a system of interconnected devices and services that function to facilitate, among other things, Your dealership’s access to, and control of, Tekion’s Cloud Services via the internet.
   4. "Network Hardware" means the Network hardware and cabling provided to You by Tekion as contemplated in the Network implementation plan. Network Hardware may include, without limitation, firewalls, routers, switches, and access points.
2. Network Estimate. Tekion will provide an estimate of required Managed Network Services for Your dealership locations based on preliminary information and discussions with You (the "Network Estimate").
   1. The Network Estimate will detail hardware and services required to, at a minimum, replace existing hardware with new, or upgrade hardware as discussed for future planning.
3. Network Hardware Survey. Upon acceptance of the Network Estimate, Tekion will perform an onsite Network Hardware Survey of each of Your dealership locations covered by the Network Estimate as scheduled in advance in coordination with You.
   1. For each of Your Managed Network Service dealership locations, the Network Hardware Survey will be planned for a duration of one (1) to two (2) business days.
   2. During the Network Hardware Survey, Tekion consultant(s) will, when physically present at Your dealership premises, observe Your employee code of conduct, as applicable to Your employees, provided that You have made all code of conduct requirements reasonably known to Tekion.
   3. Tekion will conduct the Network Hardware Survey in a manner no more disruptive to the regular course of Your operations than is reasonably necessary and appropriate.
   4. Upon completion of the Network Hardware Survey, Tekion will:
      1. Provide a written inventory of Network Hardware, including any necessary hardware that was not detailed during preliminary discussions;
      2. Continue discussions regarding hardware upgrades of existing hardware in accordance with any three to five year technology plan You detail to Tekion; and
      3. Provide a fixed-price quote, reflecting the monthly Managed Network Service fee applicable to each respective dealership location for a period to be specified upon provision of the quoted fee, together with the one-time fee applicable to the Network Hardware to be provided by Tekion; and
      4. A proposed implementation plan and schedule.
4. Installation. Upon acceptance of the fixed-price quote ("Price Quote") and implementation plan set forth in section 3.4, Tekion will begin preparations for Network Hardware implementation ("Installation"). Unless otherwise provided in the Price Quote, Price Quotes are valid for thirty (30) calendar days.
   1. Installation Scheduling. You will be provided with a range of dates to select Your install timeline. Generally, Installations are planned for a duration of three (3) to four (4) days with two (2) to three (3) onsite engineers.
   2. Network Hardware Terms. The Network Hardware will be subject to the supplemental terms and conditions that can be found here.
5. Your Obligations. You must meet the basic requirements described in this Section 5 as preconditions to Tekion completing the Network Hardware Survey and Installation. Your failure to meet these requirements will excuse Tekion from its performance obligations to the extent of the failure.
   1. You will designate and make reasonably available, at least one (1) subject matter expert who is knowledgeable in the context of Your technology infrastructure, internet service configuration and provider details, and any operational requirements applicable to Your Network;
   2. You will grant Tekion consultant(s) reasonable physical access to each of Your Managed Network Service dealership locations during normal business hours for the duration of the Network Hardware Survey and Installation, unless otherwise mutually agreed;
   3. Prior to the Network Hardware Survey and Installation, You will make arrangements with an appropriate Internet Service Provider ("ISP") to provide internet access to each of Your Managed Network Service dealership locations, and coordinate communication between Tekion and the ISP, as reasonably requested by Tekion.
6. Fees. Fees applicable to the Network Hardware Survey are separate from the monthly Managed Network Service subscription fee and the one-time fee applicable to Network Hardware You purchase and/or lease from Tekion. All fees are payable in accordance with the terms of the Master Subscription Agreement.
   1. Network Hardware Survey Fee. You will pay a flat fee of $3,000.00 for the Network Hardware Survey of your first dealership location and $1,500.00 for each additional dealership location evaluated thereafter, if any. Additionally, reasonable travel and incidental expenses incurred by Tekion consultants in performing the Network Hardware Survey will be invoiced separately. The Network Hardware Survey Fee and reasonable expenses are payable without regard to whether You elect to enroll in ongoing monthly Managed Network Services.
   2. Network Hardware Fee. Prices applicable to Network Hardware identified by Tekion during the Network Hardware Survey will be set forth in a price schedule provided to You as part of the Price Quote.
   3. Monthly Managed Network Service Fee. IF YOU CHOOSE TO ENROLL in Managed Network Services after reviewing the Price Quote, You will pay a monthly recurring fee as set forth in an Order Form provided to You by Tekion for ongoing network administration and servicing as described below, beginning in the first full calendar month after completion of the Network Hardware Survey and Your submission of an applicable Order Form.
   4. Credit. If you enroll in Managed Network Services, Tekion will apply a credit to Your Network Hardware Fee in an amount up to Your applicable Network Hardware Survey Fee.
7. Ongoing Monthly Managed Network Services. During the term of Your enrollment in Managed Network Services, Tekion, will perform the continuous and recurring services described in this Section 7,
   1. Continuous Services.
      1. Network Monitoring and Administration. Tekion will install, configure, and administer the Network Hardware in accordance with industry best practices and any specifications mutually agreed upon by You and Tekion, including, without limitation, username and password maintenance and cryptographic security configuration.
      2. Network Service Interruption Response. Tekion will remotely monitor connection status and data traffic flow on the Network during ordinary business hours and take reasonable steps to prevent, detect, and resolve errors, failures, delays, and interruptions to the reasonable operation of the Network (collectively, "Network Issues") in keeping with industry best practices.
      3. Anti-malware Software Updates. Tekion will deploy anti-malware software updates on the Network Hardware as reasonable and appropriate in accordance with industry best practices.
      4. Network Intrusion Prevention and Detection. Tekion will implement reasonable controls designed to monitor and prevent unauthorized access to the Network.
      5. Content Filtering. Tekion will implement controls reasonably designed to prevent or allow outbound Network connections to external websites in accordance with Your specifications.
   2. Support Requests. Tekion will respond to Network Issues reported by You through the support protocol prescribed by Tekion or otherwise agreed by You and Tekion, in each instance in accordance with the Severity Level Response Time Objectives set forth below. You acknowledge and agree that the Severity Level Response Time Objectives are performance targets only and any failure of Tekion to meet any of these levels will not result in any breach of the Terms or any payment or credit or liability of Tekion to You.Severity Level Response Time Objectives
   3. 1 (Critical). Response Time Objective = One (1) business hour from receipt of report – a complete Network System outage; a Network Issue prevents the execution of all critical business functions;
   4. 2 (Severe): Response Time Objective = Two (2) business hours from receipt of report – Network Issue prevents execution of one or more critical business functions;
   5. 3 (Major): Response Time Objective = Three (3) business hours from receipt of report - Network Issue prevents reasonable execution of one or more non-critical business functions;
   6. 4 (Moderate): Response Time Objective = Twelve (12) business hours from receipt of report - Network Issue causes no impact or minor adverse impact on non-critical business function;
   7. 5 (Administrative): Response Time Objective = Twenty-Four (24) business hours from receipt of report - Change requests, general inquiries, not outage related.
   8. Performance of Managed Network Services. Except as otherwise expressly set forth in these Tekion Managed Network Service Terms, Tekion will perform the Managed Network Services remotely and on a best-efforts basis, unless otherwise agreed in writing.
      1. Disclaimer. TEKION DISCLAIMS LIABILITY FOR ALL NETWORK ISSUES (i) CAUSED BY OR ON BEHALF OF YOU, (II) CAUSED BY ANY HARDWARE THAT IS NOT NETWORK HARDWARE, OR (III) ARISING FROM EVENTS THAT ARE OUTSIDE OF TEKION’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION (a) ANY FORCE MAJEURE EVENT, (b) ANY POWER FAILURES, NOT CAUSED BY THE NETWORK HARDWARE ITSELF, AND (C) ANY NETWORK ISSUES CAUSED BY THIRD PARTIES. For clarity, the foregoing includes any tampering with the Network Hardware or Managed Network Services by a third party and any internet service provider issues.
8. Term and Termination of Managed Network Services. Your monthly Managed Network Service term begins as described in the Order Form and continues on a month-to-month basis. Either party may terminate the Managed Network Services at any time upon thirty (30) days’ advance written notice to the other party.