Orb Hosting Addendum
版本: 1.02026年9月22日 生效
Exhibit B: Orb Hosting Addendum
This Orb Hosting Addendum (this “Addendum”) is attached as Exhibit B to, and is incorporated into and forms part of the Agreement between TFH and Customer, each as defined in the Master Services Agreement (the “MSA”) between TFH and Customer.
1. Customer Responsibilities
This Addendum applies solely to Customer’s hosting of one or more Orbs (“Hosted Orbs”) at Customer’s own office location(s). Customer agrees to: (a) provide TFH and its personnel and contractors reasonable access to the location during business hours, on reasonable prior notice, to install, inspect, maintain, and remove the Hosted Orb; (b) keep the Hosted Orb connected to power and a high-speed internet connection, positioned where TFH installed it, and free from damage, using reasonable care; and (c) notify TFH within 24 hours after becoming aware of any damage, theft, suspected fraud or misuse, or other problem involving the Hosted Orb.
2. TFH Responsibilities and Warranties
(a) TFH will (i) install, maintain, and support the Hosted Orb at a Customer location; (ii) provide commercially reasonable troubleshooting support; and (iii) remove the Hosted Orb upon termination of hosting at a Customer location or otherwise as needed (including for maintenance, replacement, or security reasons), on reasonable notice to Customer except where not practicable because of a bona fide security concern. (b) TFH further represents and warrants that each Hosted Orb (i) is designed, manufactured, and tested in accordance with generally accepted industry standards for safety and performance, (ii) does not, to TFH’s knowledge, contain any defect that presents an unreasonable risk of harm to individuals during normal and intended use, and (iii) will be maintained by TFH in good working order.
3. Indemnification
(a) TFH will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, and related damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), to the extent arising from bodily injury or physical property damage caused by a defect in a Hosted Orb, except to the extent arising from Customer’s breach of this Addendum or Customer’s negligence or willful misconduct. (b) Customer will defend, indemnify, and hold harmless TFH and the TFH Indemnified Parties from and against any third-party claim, and related damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), to the extent arising from bodily injury or physical property damage caused by Customer’s negligent handling of a Hosted Orb, except to the extent arising from a defect in the Hosted Orb or TFH’s negligence or willful misconduct. (c) Any Party seeking indemnification under this Section 3 must follow the indemnification procedure in Section 7(c) of the MSA.
4. Intellectual Property
This Addendum does not transfer any right, title, or interest in a Hosted Orb, its software, or any data collected through it, except as expressly set forth in the Agreement. Use of either party’s Marks in connection with a Hosted Orb, including signage at a Location, is governed by Section 3(b) of the MSA.
5. Term; Termination of Hosting
TFH’s obligation to host a Hosted Orb at a Location begins on installation and continues until the end of the Term listed on the applicable Order Form, unless earlier terminated in accordance with the MSA. Orb Hosting under this Addendum automatically terminates, without further action, upon expiration or termination of the Agreement and Customer agrees to provide TFH reasonable access to remove the Hosted Orb within 30 days after termination.
6. Effect of Termination
Upon termination of hosting at a Location, Customer will provide TFH reasonable access to remove the Hosted Orb(s) within thirty (30) days. Sections 3, 4, 6, and 7 of this Addendum survive termination of hosting at a Location or of the Agreement.
7. General
This Addendum is subject to the MSA’s provisions on governing law, dispute resolution, confidentiality, assignment, notices, and force majeure, each of which applies to this Addendum as if fully set forth in it. Claims under Section 3 of this Addendum are subject to the limitation of liability in the MSA. If there is a conflict between this Addendum and the MSA regarding the hosting, use, or removal of an Orb, this Addendum controls.
EOHA20260921