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INVITE Managed Connectivity — Managed Service OfferingApplicable to AWS Marketplace & JWCC Third-Party Marketplace ListingsVersion 1.1 | Effective Date: June 2026
PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT” OR “EULA”) CAREFULLY BEFORE PURCHASING OR ACCESSING INVITE NETWORKS’ MANAGED CONNECTIVITY SERVICES. FOR COMMERCIAL (NON-GOVERNMENT) CUSTOMERS: BY EXECUTING A STATEMENT OF WORK, PRIVATE OFFER, OR OTHER ORDER FORM REFERENCING THIS AGREEMENT, YOU (“CUSTOMER” OR “END USER”) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. FOR U.S. GOVERNMENT CUSTOMERS PROCURING THROUGH THE JWCC MARKETPLACE: THIS AGREEMENT IS BINDING SOLELY THROUGH THE EXECUTION OF A FORMAL JWCC TASK ORDER OR PRIVATE OFFER; CLICK-THROUGH, “USE MEANS ACCEPTANCE,” AND SIMILAR ACCEPTANCE MECHANISMS HAVE NO FORCE OR EFFECT WITH RESPECT TO GOVERNMENT ORDERS AND ARE HEREBY DELETED AS TO GOVERNMENT CUSTOMERS.
NOTE: This document is a public-facing license agreement. Pursuant to the JWCC Mandatory Addendum, neither this Agreement nor any associated pricing is deemed “confidential” or “proprietary” information. All material terms governing use of INVITE Managed Connectivity Services are set forth within this document; no material term is incorporated solely by reference to an external URL.
(a) “Agreement” means this End User License Agreement, together with any applicable Statement of Work, Order Form, or Private Offer.
(b) “AWS Marketplace” means the online store operated by Amazon Web Services, Inc. through which Customers may procure the Services, including the AWS Infrastructure Configuration Management Program (ICMP).
(c) “JWCC” means the Joint Warfighting Cloud Capability contract vehicle administered by the U.S. Department of Defense (DoD) and made available through the AWS JWCC Third-Party Marketplace.
(d) “JWCC Mandatory Addendum” means the Third-Party Marketplace Service Provider Mandatory Addendum to License Agreements or Service Level Agreements, as incorporated into the AWS JWCC Marketplace Publisher Addendum, which governs all JWCC Marketplace transactions and is set forth in full in Section 17 of this Agreement.
(e) “Services” means the INVITE Managed Connectivity managed service offering, made available on a subscription basis, including but not limited to: managed Ethernet, Dark Fiber, Wavelength Services, Dedicated Internet Access (DIA), AWS Direct Connect (hosted and dedicated connections), AWS Virtual Private Network (VPN) configuration and management, and related managed network connectivity and support services, as further described in the applicable Order Form or SOW. The Services are furnished as a service and do not constitute professional, consulting, staffing, or other labor-based services.
(f) “INVITE Networks” or “Provider” means INVITE Networks, Inc., a Utah corporation, with its principal place of business at 4525 Wasatch Blvd., Suite 300, Salt Lake City, UT 84124.
(g) “Customer” or “End User” means the government agency, commercial entity, or individual that procures the Services under this Agreement, including any DoD component procuring through JWCC.
(h) “Statement of Work” or “SOW” means the document or order describing the specific scope, service term, and pricing for the Services ordered under this Agreement.
(i) “Controlled Unclassified Information” or “CUI” means information that the U.S. Government creates or possesses, or that an entity creates or possesses for or on behalf of the Government, that a law, regulation, or Government-wide policy requires or permits safeguarding or dissemination controls.
(j) “Confidential Information” means non-public technical, business, financial, or other information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. For the avoidance of doubt and as required by the JWCC Mandatory Addendum, this Agreement and any associated pricing are not deemed confidential or proprietary information.
(k) “Intellectual Property” means all patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights.
(l) “NOC” means INVITE Networks’ Network Operations Center, available 24 hours per day, 7 days per week.
(m) “3SP” means INVITE Networks in its capacity as a Third-Party Service Provider on the JWCC Marketplace.
(n) “Contractor” or “CSP” means the Cloud Service Provider awarded a JWCC contract (e.g., Amazon Web Services, Inc.) through whom INVITE Networks provides Services on the JWCC Marketplace.
2.1 General. INVITE Networks shall provide the Services described in the applicable SOW or Order Form. The Services are furnished as a managed, subscription-based connectivity service and do not constitute professional, consulting, staffing, or other labor-based services. No labor hours, billable time, or bespoke work product are sold or transferred under this Agreement. Each order shall be governed by this Agreement together with the applicable SOW or Order Form.
2.2 Service Categories. INVITE Managed Connectivity includes the following service categories, as applicable to the Services ordered: Managed Wide Area Network (WAN) and LAN Services; AWS Direct Connect — Hosted and Dedicated Connections; AWS Virtual Private Network (VPN) Setup and Management; Ethernet, Dark Fiber, and Wavelength Transport Services; Dedicated Internet Access (DIA) Procurement and Management; Point-to-Point and DWDM High-Speed Connectivity; Network Design, Provisioning, and Lifecycle Management; Carrier and Vendor Coordination and Management; 24/7 Monitoring and Network Operations Center (NOC) Support.
2.3 Private Offers. Services are transacted via private offer on the AWS Marketplace or JWCC Marketplace. All financial terms, scope, and service terms are set forth in the applicable private offer or SOW, which is incorporated herein by reference.
2.4 JWCC Procurement. When Services are procured through the JWCC Marketplace, Customer and INVITE Networks acknowledge that such procurement is subject to the JWCC Mandatory Addendum (Section 17 of this Agreement) and the applicable JWCC Task Order terms. The JWCC Mandatory Addendum shall govern in the event of any conflict with this Agreement solely with respect to JWCC-specific requirements. The Government is an intended third-party beneficiary of this Agreement for all JWCC transactions and may enforce its terms against INVITE Networks.
2.5 AWS Marketplace Listing. INVITE Managed Connectivity is available on the AWS Marketplace at product ID prod-isd4ibzvoib74. The full listing is accessible at: https://aws.amazon.com/marketplace/pp/prodview-zc474f5cflfum
3.1 Grant of Rights. Subject to Customer’s full payment of applicable fees and compliance with this Agreement, INVITE Networks grants Customer a limited, non-exclusive, non-transferable right to receive and use the Services solely for Customer’s internal business operations and, where applicable, for the mission requirements set forth in the applicable JWCC Task Order.
3.2 Restrictions. Customer shall not, and shall not permit any third party to: (a) Resell, sublicense, or otherwise transfer the Services or any output thereof to any third party without INVITE Networks’ prior written consent; (b) Use the Services in a manner that violates U.S. Federal law, or in a manner inconsistent with the terms of this Agreement and the applicable JWCC Task Order or contract, as applicable; (c) Reverse engineer, decompile, or attempt to derive source code from any INVITE Networks proprietary tools or methodologies; (d) Use the Services in a manner that violates export control laws or the Export Administration Regulations (EAR) or International Traffic in Arms Regulations (ITAR); (e) Remove or obscure any proprietary notices, markings, or labels on Service materials or documentation.
3.3 Government Customers. If Customer is a U.S. Government entity, the Services are provided as “commercial items” as defined at FAR 2.101 and DFARS 252.227-7014. Government’s rights in technical data and computer software are limited to those rights customarily provided to the public as set forth in this Agreement, consistent with FAR 52.227-19 and DFARS 252.227-7015, as applicable.
4.1 Access and Cooperation. Customer shall provide INVITE Networks with timely access to facilities, systems, personnel, and information reasonably necessary for INVITE Networks to provide the Services. Delays caused by Customer’s failure to provide required access or cooperation may result in schedule adjustments and additional fees.
4.2 Accurate Information. Customer shall provide accurate and complete information regarding its network environment, requirements, and any constraints relevant to the provision of the Services.
4.3 Third-Party Agreements. Customer is solely responsible for ensuring that its use of the Services complies with any third-party agreements to which Customer is bound, including any AWS Customer Agreement, JWCC Task Order terms, or carrier service agreements.
4.4 Security Responsibilities. Customer is responsible for maintaining the security of its own systems and networks, including access credentials and user authorization controls. For DoD customers, Customer is responsible for ensuring that all personnel accessing Services hold the required security clearances or authorizations for the applicable classification level.
4.5 SOW Review. Prior to accepting any private offer through the JWCC Marketplace, Customer shall review the applicable draft SOW. For JWCC Government customers, acceptance of a private offer through formal JWCC Task Order execution constitutes Customer’s agreement to the associated SOW terms.
4.6 DoD Authorization. For Services procured through the JWCC Marketplace, Customer represents that it is an authorized U.S. DoD customer with applicable authorization to access the JWCC Marketplace and that it will use the Services only within the scope of authorized purposes.
5.1 INVITE Networks Ownership. All Intellectual Property developed, owned, or used by INVITE Networks in connection with the Services, including methodologies, tools, know-how, network designs, and proprietary processes, remains the exclusive property of INVITE Networks. No rights are granted to Customer except as expressly set forth herein.
5.2 Service Materials. The Services do not include the creation, sale, or transfer of bespoke work product or deliverables to Customer. Any configurations, designs, tools, documentation, or other materials made available in connection with the Services are furnished as part of the Service, remain the exclusive property of INVITE Networks, and are licensed to Customer solely for use of the Services as set forth in Section 3. No ownership of any INVITE Networks Intellectual Property transfers to Customer under this Agreement.
5.3 Customer Data. Customer retains all rights in data, information, and materials provided to INVITE Networks. INVITE Networks shall use such data solely to provide the Services and shall not use it for any other purpose. For JWCC transactions, INVITE Networks shall not monitor, collect, or aggregate JWCC Customer content in any capacity, consistent with Section 17.10 of this Agreement.
5.4 Feedback. If Customer provides feedback, suggestions, or recommendations regarding the Services, INVITE Networks may use such feedback without restriction or obligation to Customer.
5.5 IP Infringement. If a third party claims that Services delivered under a JWCC Task Order infringe upon that party’s patent, copyright, or trademark, INVITE Networks will indemnify the Government against liability, at INVITE Networks’ expense, and pay all costs, damages, and attorney’s fees that a court finally awards or that are included in a settlement approved by INVITE Networks.
6.1 Obligation. Each party agrees to hold the other party’s Confidential Information in strict confidence and to use it only in connection with this Agreement. Each party shall use the same degree of care as it uses to protect its own Confidential Information of similar sensitivity, but no less than reasonable care.
6.2 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to allow the disclosing party to seek a protective order.
6.3 JWCC and Government Customers. Notwithstanding any other provision of this Agreement, this Agreement and any associated pricing are not deemed “confidential” or “proprietary” information and shall not be marked as such. The Freedom of Information Act (FOIA) governs what information may be withheld or disclosed by the Government in response to a FOIA request.
6.4 CUI Handling. For DoD and other government customers, information classified or designated as CUI shall be handled in accordance with applicable federal regulations, including 32 C.F.R. Part 2002, NIST SP 800-171, and applicable agency-specific CUI policies. INVITE Networks shall handle CUI in accordance with DFARS 252.204-7012 as applicable to the scope of Services.
6.5 Survival. Confidentiality obligations of the parties (other than those waived under Section 6.3 for Government customers) shall survive termination of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets.
7.1 Security Practices. INVITE Networks maintains security practices aligned with industry standards for telecommunications service providers and shall implement reasonable technical and organizational measures to protect Customer data processed in connection with the Services.
7.2 Cybersecurity Requirements. To the extent INVITE Networks processes, stores, or transmits information on behalf of DoD or other federal government customers subject to DFARS 252.204-7012, INVITE Networks shall comply with applicable cybersecurity requirements, including NIST SP 800-171, as set forth in the applicable SOW or government contract.
7.3 Incident Reporting. (a) JWCC / DoD Customers (8-Hour Requirement): In the event of a discovered marketplace vulnerability, cyber incident, or security breach affecting JWCC Customer data or Services, INVITE Networks shall notify the applicable JWCC Contractor (AWS) within eight (8) hours of discovery, provide all recommended mitigation actions, and directly notify DoD J9 HaC personnel via: disa.meade.j9-hac.list.jwcc-notification@mail.mil. (b) Commercial Customers (72-Hour): For non-JWCC commercial customers, INVITE Networks shall notify Customer within seventy-two (72) hours of discovery of a confirmed security breach affecting Customer data. (c) Immediate Notification to AWS: Regardless of customer type, INVITE Networks shall notify AWS immediately upon discovery of any noncompliance with the JWCC Publisher Addendum.
7.4 Export Controls. Customer acknowledges that the Services may be subject to U.S. export control laws and regulations, including the EAR and ITAR. Customer shall not export or re-export the Services or any related technical data in violation of applicable export laws.
7.5 Section 508. INVITE Networks acknowledges Section 508 of the Rehabilitation Act (29 U.S.C. § 794d) and agrees to work cooperatively with government customers regarding accessibility requirements. INVITE Networks shall maintain a current VPAT and provide it upon request.
7.6 JWCC Security Requirements. When Services are procured through the JWCC Marketplace, INVITE Networks holds or relies upon applicable DoD authorization (Provisional Authorization or Authorization to Operate) consistent with the DoD Cloud Computing Security Requirements Guide (CC SRG) and shall notify AWS immediately upon any lapse in required DoD authorization.
7.7 NIST SP 800-171 Assessment. INVITE Networks acknowledges DFARS 252.204-7020 as incorporated into the JWCC Publisher Addendum and shall provide required assessment documentation upon request for applicable DoD orders.
8.1 NOC Support. INVITE Networks provides 24/7/365 technical support through its Network Operations Center. Phone: 801-440-7535 | Support Portal: https://portal.invite.support | Email: managed@invite.support
8.2 Service Level Commitments. Specific service level commitments, including uptime targets, response times, and escalation procedures, shall be set forth in the applicable SOW. In the absence of specific SLA terms, INVITE Networks shall use commercially reasonable efforts to restore service within standard industry timeframes.
8.3 Premier Support. Enhanced SLAs and dedicated network engineers are available for enterprise-scale orders. Details are set forth in the applicable SOW.
8.4 Scheduled Maintenance. INVITE Networks shall provide reasonable advance notice of scheduled maintenance windows that may affect Service availability.
8.5 Warranty. INVITE Networks warrants the Services consistent with paragraph (o) of FAR clause 52.212-4. No warranty provision in this Agreement shall restrict or limit the Government’s warranty rights under FAR 52.212-4. INVITE Networks does not offer free trial periods that convert to automatic purchase orders.
9.1 Fees. Fees for the Services are set forth in the applicable SOW or private offer. All fees are payable in U.S. dollars. Pricing is based on INVITE Networks’ commercial pricing practices as required by the JWCC Mandatory Addendum.
9.2 Payment Terms. Unless otherwise specified in the applicable SOW, invoices are due and payable within thirty (30) days of the invoice date. Government customers are subject to applicable federal prompt payment requirements.
9.3 Taxes. Fees are exclusive of applicable taxes. For Government customers, any provision of this Agreement purporting to require the Government to pay taxes is unenforceable and deemed deleted. For commercial customers, Customer is responsible for all applicable sales, use, VAT, or similar taxes.
9.4 JWCC Transactions. For Services procured through the JWCC Marketplace, pricing and payment terms are governed by the applicable JWCC Task Order and private offer terms. License Fees are processed by AWS as the JWCC Contractor.
9.5 No Automatic Renewal for Government. For Government customers, there are no automatic renewal provisions in this Agreement. Any renewal of Services must be executed through a new JWCC Task Order or private offer.
10.1 Term. This Agreement commences on the date Customer first accepts it and continues until all applicable SOWs have been completed or terminated, unless earlier terminated as provided herein.
10.2 Termination for Convenience — Commercial Customers. Either party may terminate an individual SOW for convenience upon thirty (30) days’ written notice to the other party, subject to payment of fees for Services rendered through the termination date.
10.3 Termination for Cause — Commercial Customers. Either party may terminate this Agreement or any SOW immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice, or becomes insolvent or subject to bankruptcy proceedings.
10.4 Termination Provisions for Government Customers (JWCC). (a) INVITE Networks shall not unilaterally terminate JWCC Services based on an alleged breach by the Government. Any claim must be submitted to AWS for resolution. (b) Any termination-for-breach provision requiring less than ninety (90) days’ notice is hereby modified to require a minimum of ninety (90) days for the Government to take action. (c) Government customers retain termination rights as set forth in applicable FAR/DFARS clauses including FAR 52.212-4 and FAR 52.249-1. (d) INVITE Networks shall not remotely disable Services for a Government customer based on an alleged breach.
10.5 Effect of Termination. Upon termination: (a) all rights granted under this Agreement cease; (b) Customer shall pay all fees for Services rendered; (c) each party shall return or destroy the other party’s Confidential Information upon request; and (d) provisions that by their nature should survive shall survive, including Sections 5, 6, 7, 11, 12, and 13.
11.1 INVITE Networks Warranties. INVITE Networks warrants that: (a) it has the right to enter into this Agreement and provide the Services; (b) the Services will materially conform to the descriptions set forth in the applicable SOW, Order Form, or AWS Marketplace listing; and (c) it will comply with all applicable laws in providing the Services.
11.2 Disclaimer — Commercial Customers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” INVITE NETWORKS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
11.3 Government Warranty. For Government customers, no warranty provision in this Agreement shall restrict or limit the warranty specified in paragraph (o) of FAR clause 52.212-4.
11.4 Third-Party Services. The Services may involve coordination with third-party carriers and telecommunications providers. INVITE Networks does not warrant the performance, availability, or continuity of third-party network infrastructure beyond INVITE Networks’ reasonable control.
12.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 12 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH INVITE NETWORKS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
12.4 Government Customers. For Government customers, the limitations of liability in Sections 12.1 and 12.2 do not limit the rights of the U.S. Government under applicable law, including the Federal Tort Claims Act, the Contract Disputes Act, or as required by mandatory provisions of applicable federal procurement regulations.
13.1 By INVITE Networks. INVITE Networks shall defend, indemnify, and hold harmless Customer from and against any third-party claims arising out of: (a) INVITE Networks’ gross negligence or willful misconduct in providing the Services; or (b) INVITE Networks’ infringement of any third-party Intellectual Property right in connection with the Services.
13.2 By Commercial Customers. Commercial (non-Government) customers shall defend, indemnify, and hold harmless INVITE Networks from and against any third-party claims arising out of: (a) Customer’s misuse of the Services; (b) Customer’s breach of this Agreement; or (c) any data or materials provided by Customer that infringes any third-party rights.
13.3 Government Customers — No Indemnification. The U.S. Government shall not be required to indemnify INVITE Networks or any other party under this Agreement. Any such provision is unenforceable, void, and deemed deleted as to Government customers, as it may violate the Anti-Deficiency Act, 31 U.S.C. § 1341(a)(1)(B).
13.4 Procedure (Commercial). The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party control of the defense and settlement; and (c) cooperate reasonably in the defense.
13.5 Government Dispute Resolution. Disputes arising under JWCC orders shall be resolved in accordance with the applicable JWCC Task Order terms and the Contract Disputes Act.
14.1 Governing Law — Commercial Customers. For commercial (non-Government) customers, this Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of laws principles.
14.2 Jurisdiction — Commercial Customers. For commercial customers, any disputes arising under this Agreement shall be resolved in the state or federal courts located in Salt Lake County, Utah.
14.3 Government Customers — No Consent to State Jurisdiction. For U.S. Government customers, any provision of this Agreement establishing venue, jurisdiction, or choice of law in any U.S. State court or non-U.S. jurisdiction is unenforceable and deemed deleted.
14.4 Government Disputes — Federal Law Controls. For Services procured through the JWCC Marketplace or under a U.S. Government contract, disputes shall be resolved in accordance with the Contract Disputes Act (41 U.S.C. §§ 7101–7109) and applicable FAR/DFARS dispute resolution procedures.
14.5 No Arbitration for Government. For Government customers, any term or clause requiring binding arbitration is unacceptable, unenforceable, and deemed deleted.
14.6 Attorney Fees and Equitable Relief — Government. The Government does not agree to any provision relating to the award of attorney’s fees, costs, or equitable relief except to the extent permitted by law.
14.7 Negotiation — Commercial. Before initiating formal proceedings for commercial disputes, the parties shall attempt to resolve any dispute through good-faith negotiation between senior representatives for a period of thirty (30) days following written notice of the dispute.
15.1 Commercial Item. The Services are provided as “commercial items” as defined at Federal Acquisition Regulation (FAR) 2.101. Accordingly, the use and disclosure of the Services by the U.S. Government is subject to the restrictions set forth in FAR 52.212-4 and DFARS 252.227-7015, as applicable.
15.2 FAR/DFARS Compliance. INVITE Networks agrees to comply with applicable FAR and DFARS clauses as required by law, including but not limited to: FAR 52.204-21; DFARS 252.204-7012; DFARS 252.204-7018; DFARS 252.204-7020; DFARS 252.225-7048; DFARS 252.239-7010; FAR 52.212-4; FAR 52.212-5; FAR 52.222-26; FAR 52.222-35; and FAR 52.222-36.
15.3 Anti-Kickback. INVITE Networks agrees to comply with the Anti-Kickback Act of 1986 (41 U.S.C. §§ 8701–8707) and shall not offer or pay any kickbacks in connection with this Agreement.
15.4 Organizational Conflicts of Interest. INVITE Networks shall promptly disclose to Customer any potential organizational conflict of interest that arises in connection with the provision of the Services.
15.5 Cybersecurity Compliance. INVITE Networks acknowledges its obligations under DFARS 252.204-7012 and shall: (a) implement NIST SP 800-171 security controls; (b) report cyber incidents to the DoD within 8 hours; (c) preserve images of compromised systems for 90 days; and (d) submit required malicious code to the DoD Cyber Crime Center (DC3).
15.6 JWCC Annual Certification. On an annual basis during the term of any JWCC order, INVITE Networks shall certify to AWS that it has provided any required updates under the JWCC Publisher Addendum, including current DoD PA/ATO status and Section 508 compliance documentation.
15.7 Ethics and Conduct. INVITE Networks agrees to comply with FAR 52.203-13 (Contractor Code of Business Ethics and Conduct) and FAR 52.203-19 (Prohibition on Requiring Certain Internal Confidentiality Agreements).
16.1 Entire Agreement. This Agreement, together with all applicable SOWs and Order Forms, constitutes the entire agreement between the parties with respect to its subject matter. All material terms governing use of the Services are contained within this document.
16.2 Amendments. This Agreement may be amended by written instrument signed by authorized representatives of both parties. For Government customers, any unilateral modification by INVITE Networks is unenforceable and deemed deleted.
16.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16.4 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
16.5 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that INVITE Networks may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16.6 Notices. All notices under this Agreement shall be in writing and delivered to: INVITE Networks, Inc., Attn: Legal Department, 4525 Wasatch Blvd., Suite 300, Salt Lake City, UT 84124 | Email: legal@invitenetworks.com
16.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
16.8 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, acts of government, natural disasters, pandemics, or carrier failures outside its network.
16.9 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.
16.10 Order of Precedence. In the event of a conflict, the order of precedence is: (1) JWCC Mandatory Addendum and applicable JWCC Task Order terms (for JWCC procurements); (2) the applicable SOW or Order Form; (3) this EULA.
16.11 Anti-Competitive Terms. INVITE Networks does not impose anti-competitive license terms and does not require the Government to take actions that would inhibit future competitive procurements.
16.12 No Monitoring of Government Use. INVITE Networks shall not monitor, collect, or aggregate Government (JWCC) customer content or usage data in any capacity beyond what is required to provide the Services.
The following provisions apply exclusively to INVITE Networks’ role as a Third-Party Service Provider (3SP) on the JWCC Marketplace and to all U.S. Government customers procuring Services through that channel. These provisions are derived from and implement the requirements of the Third-Party Marketplace Service Provider Mandatory Addendum to License Agreements or Service Level Agreements (“JWCC Mandatory Addendum”). In the event of any conflict between these provisions and other sections of this Agreement, these provisions control with respect to JWCC transactions.
17.1 The Government is the intended third-party beneficiary of this Agreement. Subject to AWS approval, the Government may engage directly with INVITE Networks to resolve performance issues.
17.2 No Click-Through Acceptance. End user “Click Through,” “Use Means Acceptance,” and similar acceptance terms do not bind the Government and are hereby deemed deleted as to Government customers.
17.3 No Automatic Renewal. The Government does not agree to automatic renewal provisions of any kind. Any renewal must be separately ordered through a new JWCC Task Order or private offer.
17.4 No Unilateral Termination by INVITE Networks. INVITE Networks shall not unilaterally terminate Services for an alleged breach by the Government. Any such claim must be submitted to AWS for resolution.
17.5 No Remote Disabling or Service Throttling. INVITE Networks shall not remotely disable Services or utilize rate limitation constraints to throttle Services based on a perceived breach by a Government customer.
17.6 No Monitoring or Aggregation of Government Content. INVITE Networks shall not monitor, collect, or aggregate JWCC Customer content in any capacity.
17.7 No Government Indemnification. The Government shall not be required to indemnify INVITE Networks or any other party. Any general indemnification provision requiring the Government to indemnify INVITE Networks is unenforceable under the Anti-Deficiency Act and is deemed deleted.
17.8 No Taxes on Government. Any provision of this Agreement requiring the Government to pay a tax is unacceptable, unenforceable, and deemed deleted.
17.9 No Venue, Choice of Law, or Arbitration for Government. The Government does not agree to any venue, jurisdiction, or choice of law provisions and does not consent to jurisdiction in any U.S. State court or non-U.S. jurisdiction. All arbitration provisions are deemed deleted for Government customers.
17.10 GDPR Not Applicable to Government. The U.S. Government is not a member of the European Union and does not agree to any GDPR provisions. Any such provision is unacceptable, unenforceable, and deemed deleted.
17.11 No Unilateral Modification. The Government does not agree to any provision giving INVITE Networks the right to unilaterally change any term of this Agreement, with or without notice.
17.12 Pricing and Terms Not Confidential. Neither this Agreement, any associated SOW, nor any pricing list shall be deemed “confidential” or “proprietary” information. The Freedom of Information Act (FOIA) governs what information may be withheld or disclosed by the Government.
17.13 Self-Contained Terms. All terms of this Agreement are set forth within this document. The Government does not agree to any terms incorporated solely by reference to an external URL.
17.14 No Audit Rights Against Government. Any provision giving INVITE Networks the right to audit the Government’s use of services is unacceptable, unenforceable, and deemed deleted.
17.15 Intellectual Property Litigation Control. Only the U.S. Department of Justice is authorized to represent the Government in court pursuant to 28 U.S.C. § 516. INVITE Networks agrees to indemnify the Government against IP infringement liability as set forth in Section 5.5.
17.16 Incident Reporting to DoD. For JWCC customers, INVITE Networks shall: (a) notify AWS within 8 hours of discovering any marketplace vulnerability; (b) directly notify DoD J9 HaC at disa.meade.j9-hac.list.jwcc-notification@mail.mil; and (c) report cyber incidents in accordance with DFARS 252.204-7012.
17.17 Compliance with CC SRG. INVITE Networks and its Services are subject to the DoD Cloud Computing Security Requirements Guide (CC SRG) requirements applicable to the classification/impact levels for which INVITE Networks holds DoD authorization.
17.18 Incorporated DFARS and FAR Clauses. The following clauses are incorporated into this Agreement by reference for all JWCC orders: DFARS 252.204-7012; DFARS 252.204-7018; DFARS 252.204-7020; DFARS 252.225-7048; DFARS 252.239-7010; FAR 52.212-4; FAR 52.212-5.
17.19 No Beta Products or Free-Trial Conversions. The Government will not accept any product or service with terms that include free trial periods that purport to convert to an automatic purchase order after a specified period.
17.20 Delivery. If INVITE Networks’ Services require the Government to download any deliverable covered by this Agreement, the successful download constitutes delivery.
Copyright © 2026 INVITE Networks, Inc. All rights reserved. Version 1.1, June 2026. This is a public document available at invitenetworks.com. Pursuant to the JWCC Mandatory Addendum, this document is not confidential or proprietary information.
