Lumen Hosting Services Supplemental Terms

Version: March 6, 2025

The following Supplemental Terms apply only to the Hosting Services to which these terms relate (‘Services’). In the event of a conflict between the terms of these Supplemental Terms and the terms of the Hybrid Technologies Service Exhibit (formerly known as the CenturyLink TS Service Exhibit), the terms and conditions of these Supplemental Terms apply, but only to the extent of such conflict. Capitalised terms used in these Supplemental Terms but not defined here will have the meanings set forth in the Agreement.

1. Universal Hosting Services Supplemental Terms

1.1 Transfer of Undertakings: To the extent Services include the provision of resources on a committed basis, such that the provision of or subsequent expiry, cancellation or termination of the Services constitutes a transfer of undertakings within the meaning of the United Kingdom Transfer of Undertaking (Protection of Employment) Regulations 2006 and related legislation ("TUPE") or similar law or regulation in other jurisdictions, Customer agrees that the terms of Lumen’s standard TUPE Addendum will apply.

1.2 Maintenance Windows: Lumen will use commercially reasonable efforts to perform routine maintenance only during defined maintenance windows. See our published Maintenance Window schedule or navigate to https://www.ctl.io/legal/managed-hosting/maintenance‑windows/ from any Internet browser. Lumen has the right to perform scheduled maintenance (during the windows specified), which may limit or suspend the availability of the Services.

1.3 Lumen may increase rates for some or all components of the Services (i) at any time during an automatic renewal term; and (ii) at any time during the Initial Term and any renewal term if Lumen’s third party pricing increases.

1.4 Cancellation, Termination. If Customer terminates an ordered Service prior to its Service Commencement Date, Customer will pay a cancellation fee equal to one (1) month's projected MRC or usage, plus all out‑of‑pocket costs, termination fees, and/or upfront costs incurred by or imposed upon Lumen (e.g. ordered equipment, licensing, vendor or carrier termination charges).

If a Service with a term greater than one month is terminated either by Lumen as a result of Customer’s default or by Customer for any reason other than Lumen’s default and prior to the conclusion of the applicable Service Term, then Customer will be liable for: (a) Service charges accrued but unpaid as of the termination date; (b) all out‑of‑pocket costs, termination fees, and/or upfront costs incurred by or imposed upon Lumen (e.g., ordered equipment, licensing, vendor or carrier termination charges); and (c) an early termination charge equal to 50% of the then current MRC, NRC, and usage charges for the affected Services multiplied by the number of months remaining in the Service Term.

2. Terms applicable only to Lumen Private Cloud for VMware Cloud on AWS

The applicable 12 or 36 month terms does not auto renew at the end of the term. Customer must proactively renew at least 60 days prior to the end of the term in order to maintain continuity of Service.

Notwithstanding any early termination provisions in the Schedule, early termination charges for Lumen Private Cloud for VMware Cloud on AWS is subject to 100% of the remaining MRCs in the applicable term.

3. Lumen Provided Third Party Software

The Customer’s election to use certain third party software requires Lumen to pass through certain end user licence terms and use of the applicable Hosting Service type constitutes acceptance of the additional terms either identified below or located at the applicable URL at the time of download. Third party software pricing is subject to change.

Geotrust (Linux & Windows)

http://www.verisign.com/repository/subscriber/index.html

Apache Httpd Open SSL, Web and Tomcat

http://www.apache.org/licenses/

https://www.openssl.org/source/license.html

For Data Protect Backup

Veritas Backup: Customer must agree to the Veritas End User Agreement terms located at: https://www.veritas.com/company/legal/license-agreements

For Unified Storage

NetApp software located at the following URLs: http://www.netapp.com/us/how-to-buy/stc.aspx

For Unified and Utility Storage

HPE software located at the following URL: https://www.hpe.com/software/SWlicensing.

Red Hat

Red Hat RHEL https://www.redhat.com/en/about/agreements

Managed OS

Microsoft

In conjunction with the Lumen Hosting Services, you may elect to use certain software developed and owned by Microsoft or its licensors (collectively, ‘Microsoft Software’). Download and use of Microsoft OS constitutes Customer’s acceptance of Microsoft end user licence terms, a current version of which is attached hereto. Like most companies that provide services online, we have certain information about our current and potential customers and visitors to our website, and we use that information to market our products and services, enter contracts for services, install, support and bill for services, and otherwise carryout our commercial relationship with such customers. This Validator Privacy Notice sets out the types of Personal Information we may collect, the ways that we may use Personal Information and why we use that Personal Information.

END USER LICENCE TERMS

TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE

This document governs the use of Microsoft software, which may include associated software, media, printed materials, and ‘online’ or electronic documentation (individually and collectively, ‘Products’) provided by ‘Lumen’ which is defined as CenturyLink Communications, LLC d/b/a Lumen Technologies Group or its affiliated entities (hereinafter referred to as ‘Customer’). Customer does not own the Products and the use thereof is subject to certain rights and limitations of which Customer must inform you. Your right to use the Products is subject to the terms of your agreement with Customer, and to your understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to vary, alter, or amend.

DEFINITIONS. ‘Client Software’ means software that is installed on a Device that allows the Device to access or use the Products.
‘Device’ means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, ‘smart phone,’ server or any other hardware where software can be installed that would allow End User to interact with the Product.
‘End User’ means an individual or legal entity that obtains Software Services directly from Customer, or indirectly through a Software Services Reseller.
‘Redistribution Software’ means the software described in Paragraph 4 (‘Use of Redistribution Software’) below.
‘Software Services’ means services that Customer provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. Customer must provide these services from data centre(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not Customer receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product.
OWNERSHIP OF PRODUCTS. The Products are licensed to Customer from an affiliate of the Microsoft Corporation (collectively ‘Microsoft’). Microsoft Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and ‘applets’ incorporated into the Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you.
USE OF CLIENT SOFTWARE. You may use the Client Software installed on your Devices only in accordance with your agreement with Customer and the terms under this document, and only in connection with the Software Services, provided to you by Customer. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User Licence Agreement that may be presented in electronic form during the installation and/or use of the Client Software.
USE OF REDISTRIBUTION SOFTWARE. In connection with the Software Services provided to you by Customer, you may have access to certain ‘sample,’ ‘redistributable’ and/or software development software code and tools (individually and collectively ‘Redistribution Software’). You may use, copy and/or install the Redistribution Software only in accordance with the terns of your agreement with Customer and this document and/or your agreement with Customer.
COPIES. You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorised by Customer; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Customer, upon notice from Customer or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between you and Customer.
TERMINATION. Without prejudice to any other rights, Customer may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with Customer or Customer’s agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with Customer.
NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any warranties and liabilities are provided solely by Customer and not by Microsoft, its affiliates or subsidiaries.
PRODUCT SUPPORT. Any support for the Software Services is provided to you by Customer or a third party on Customer’s behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.
NOT FAULT TOLERANT. The Products are not fault‑tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (‘High Risk Use’).
EXPORT RESTRICTIONS. The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end‑user, end‑use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.
LIABILITY FOR BREACH. In addition to any liability you may have to Customer, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
INFORMATION DISCLOSURE. You must permit Customer to disclose any information requested by Microsoft under the Customer’s Agreement. Microsoft will be an intended third party beneficiary of your agreement with Customer, with the right to enforce provisions of your agreement with Customer and to verify your compliance.

4. Lumen Cloud Migration Services are only applicable for Customers with existing Lumen Cloud Services (formerly CenturyLink Cloud Services), and only when Customer is migrating to Lumen Private Cloud on VMware Cloud Foundation Services.

1. Migration services may be provided by Lumen or Lumen’s vendor, as applicable. Any references to Lumen may also mean the applicable vendor.

2. The Lumen Cloud Migration Services as detailed below will be provided at no charge to eligible Customers upon Customer’s signature on a new Order for Lumen Private Cloud on VMware Cloud Foundation Services (‘Target Environment’). The new Order will include (i) new Service details; and an Order Addendum with the existing current state Lumen Cloud service (‘Source Environment’) specifics to be migrated. The Order Addendum may address other migration details not addressed here.

3. The Cloud Migration Services will include the following. Any changes to the scope identified below may be charged at Lumen’s standard rates.

A. Cloud Readiness: Services will include the analysis of Customer’s Source Environment, Target Environment, and an implementation plan.

B. Cloud Migration: Services will include an assessment and determination of optimal steps to migrate to the Target Environment. Services will include methodology for discovering, analysing, designing, building and executing detailed plans (incorporating all requirements – business and technical) to complete the migration.

Phase 1: Initiate ‑ The Lumen Resource (Project Manager) will host a project initiation call with key Lumen Resources and Customer stakeholders to discuss the following topics.

Confirm project business drivers, scope and objectives.
Project deadlines, timelines, scheduling, and logistics.
Identification of key Customer team members who Lumen Resources will work with to accomplish the migration.
Technology prerequisites necessary for the project (and review of the service checklist for the Lumen solution).
Confirmation of team members and contact details will be exchanged in order to schedule the kickoff meeting.

Phase 2: Plan ‑ Lumen Resources lead a project kickoff meeting with Lumen and Customer project sponsors and stakeholders to review the migration approach and timelines. The objectives of the meeting are as follows:

Introduce the Lumen Resources team, roles, and responsibilities.
Describe the migration goals, phases and key dates.
Agree on communication and reporting processes.
Validate expectations and clarifying roles and responsibilities.
After Customer and Lumen Resources agree on project expectations, the Lumen and Customer Project Managers will work together on the detailed project plan.
Project kickoff meeting minutes and initial project plan will be provided.

Phase 3: Assess & Design

Assess ‑ Lumen Resources lead the Customer project team in a workshop designed to collect Customer‑specific data and determine gaps between the Source Environment and Target environment. Lumen Resources will:

Provide a technology discovery summary report and workbook
Validate asset and app data with Customer’s core team and collect additional asset and app data dependencies.

Design ‑ Lumen Resources lead the Customer project team in a design workshop. Lumen Resources will provide the final, agreed design document(s) for the Target Environment. An additional Order may be required if this phase identifies further Lumen solutions are needed.

Phase 4: Analysis and Planning

Lumen Resources will perform the following:

Conduct bundling strategy criteria review workshop
Analyse dependencies amongst assets: apps, servers, and key infrastructure components
Finalise asset bundles and event schedule including event dates based on bundle and Customer calendar constraints
Develop master workload provisioning event workbook
Identify potential risks and prepare a mitigation plan

Phase 5: Execution

Lumen Resources will perform the following:

Conduct dry‑run provisioning event and task validation
Standard Operating Procedure & Workload Provisioning runbook validation
Perform any required Workload Provisioning runbook adjustments and complete pre‑Workload Provisioning event preparation
Manage the command centre executing the Workload Provisioning event
Perform in‑scope servers (V2V) Workload Provisioning using VMware Cloud Director Availability (‘VCDA’)
Execution of scripts for pre and post pre‑checks
Conduct post Workload Provisioning event lessons learned session with Customer

Phase 6: Project Closure

Lumen Resources conduct a closure meeting with Customer to cover project status and review completion of project.

Out of Scope

The following are out of scope for this engagement:

General

Installing and configuring custom or third‑party apps and operating systems on deployed virtual machines.
Operating system administration including the operating system itself or any features or components contained within it.
Management of change to virtual machines, operating systems, custom or third‑party apps, databases, and administration of general network changes within Customer’s control.
Remediation work associated with any problems resulting from the content, completeness, accuracy, and consistency of any data, materials, or information supplied by Customer.
Installation or configuration of VMware products not included in the scope of this document.
Installation and configuration of third‑party software or other technical services that are not applicable to VMware components.
Installation and configuration of Customer‑signed certificates.
Customer solution training other than the defined workshop session.
The tasks/activities not set out under the project scope shall be out of scope.

Provisioning of Workloads to Target Lumen Private Cloud on VCF Platform

Any app level changes / reconfiguration is out of scope.
App vendor support for the workload provisioning
Active Directory (AD), Exchange and other Microsoft services related support
App profiling and optimisation
Pre and Post Workload Provisioning app trialling
Post Workload Provisioning vCD configuration updates
App vendor support Workload Provisioning.
App support is out of scope
Provisioning of clustered virtual machines
Backup of virtual machines
SQL / DB Cluster / Active Directory / Exchange server provisioning is out of scope
Any services, tasks or activities other than those specifically noted in this document
Physical mode RDMs and VMs with SCSI bus sharing are out of scope.