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Home My WebLink AboutDocumentation_Regular_Tab 07_01/08/2015 EMAIL CLERK Print Form VILI_AGE CLERK'S OFFICE � AGENIDA ITEM ROUTING SHEET ,�' Meeting Date: Meeting Type: Regular Ordinance #: N/A 1/8/2014 Consent Agenda: Yes Resolution #: 3-15 Originating Department: IT � � . . . . �� s _ �� ,��_.. �_ -.. Renewing phone and data service wiT _ e -k B�si�es �� provider) for an additional 3 year term for $59,621.40 � . . .. Account #: See Attached Amount of this item: $59,621.40 Budgeted amount available: See Attached Amount remaining after item: See Attached Budget transfer required: No Appropriate Fund Balance: No ' ' • ' •' .• • •- • • � - .�- •. - Require apqroval to execute a new 3 year contract term with our existing telephone service provider (Earthlink Business) .- -� . , Department Heac� --r �=-------� , ---- � _ , � - _ �- Legal (for legal sufficiency) -- - Finance Director or Representative ' � � �� -c �v. � S � �- J � �. � �,LC� L��..c'� Reviewed for Financial Sufficiency � ,�_,,_� �� (�„��,��" �� No Financial Impact � Village Manager: �_.�----,z----- � � Submit for Council Discussion: � Approve Item: � Deny Item: � ' • •- . . - _. -- - ��rer�^oi_'�� - . .- - •— • •• — • • —• . • o . • — — — • — Form Amended: 10/30/14 RESOLUTION NO 3-15 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, FLORIDA, RENEWING PHONE SERVICE WITH EARTHLINK BUSINESS FOR A 3 YEAR TERM WHEREAS, the Village Council of the Village of Tequesta, Florida, maintains phone and data services; and WHEREAS, the existing agreement with Earthlink Business has expired; and WHEREAS, the Village of Tequesta wishes to establish a new 3 year agreement with Earthlink Business in the amount of $59,621.40 NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1: The Village Council hereby adopts Resolution 3-15 approving a contract with Earthlink Business for a service term of 3 years; Section 3: This Resolution shall take effect immediately upon passage. ,, � o � or rt 7 7 I . ,. . ___� �� I �.._ = _ J I � , _ _ : � � t ;I ' _ ��► V .. ``\_.�� .._._J .� _.....� To: Michael R. Couzzo, Jr. Village Manager From: Brad Gomberg Date: 12/3/14 Re: Voice Services Proposal Message: Our existing 3 year contract with Earthlink Business (formerly Deltacom) has expired. As such, I have shopped the market in an attempt to obtain a more desirable price point for The Village of Tequesta. The proposals i received are listed below for your review. My recommendation is to continue our relationship with Earthlink Business which will requires no lead time for install, and also saves the Village $16521.48 over the 3 year term in comparison to our existing price structure. Windstream : $64115.28 over 3 years AccessPoint: $64363.68 over 3 years Earthlink Proposal: $59�b21.40 over 3 vears � Recommended Provider Thank you, ,��.�� IT Manager The Village of Tequesta Existing Annual Budget Liability Village Hall/Public Safety Facility - $1,052.92 001-160-541.300 25% $ 7,511.79 001-175-541.300 32% $ 9,615.09 001-180-541.300 6% $ 1,802.83 001-192-541.300 34% $ 10,216.03 401-243-541.300 3% $ 901.41 Remote Location #1- $312.66 001-231-541.300 100% $ 8,194.68 Remote Location #2 - $312.66 001-210-541.300 40% $ 3,277.87 401-243-541.300 40% $ 3,277.87 403-250-541.300 20% $ 1,638.94 Remote Location #3 - $312.66 401-242-541.300 100% $ 8,194.68 Tota I $ 54,631.20 New Annual Budget Liability Village Hall/Public Safety Facility - $1,0�2.92 001-160-541.300 25% $ 2,732.65 001-175-541.300 32% $ 3,497.79 001-180-541.300 6%a $ 655.84 001-192-541.300 34% $ 3,716.40 401-243-541.300 3% $ 327.92 Remote Location #1 - $312.66 001-231-541.300 100% $ 2,981.07 Remote Location #2 - $312.66 001-210-541.300 40% $ 1,192.43 401-243-541.300 40% $ 1,192.43 403-250-541.300 20% $ 596.21 Remote Location #3 - $312.66 401-242-541.300 100% $ 2,981.07 Total $ 19,873.80 Gomberg, Brad From: Keith Davis <keith@cwd-legal.com> Sent: Monday, December 15, 2014 1:02 PM To: Gomberg, Brad Subject: RE: Earthlink Legal Yes, I think it is. Keith W. Davis, Esquire ��f.� fyltifa as,al�a ✓. � Tel: (561) 586-7116 Fax: (561) 586-9611 Email: keith(u�cwd-le�al.com From: Gomberg, Brad [mailto:b�omber� tequesta.or�] Sent: Thursday, December 11, 2014 2:14 PM To: Keith Davis Subject: FW: Earthlink Legal Importance: High Please advise if this is acceptable. Thank you, ,��.�� Director of IT / IS The Village of Tequesta 561 561 C. www.teauesta.or From: Judi Mitcheli [mailto:jmitchellCa�universal-tel.com] Sent: Thursday, December 11, 2014 2:09 PM To: Gomberg, Brad Subject: Earthlink Legal Importance: High Brad, Here's the response regarding the "legal" questions from Stephanie Hill, your Account Manager: See the updates in RED: � Customer stated the below: My comments below go to the "standard Agreement for Service Terms and Conditions" that is referenced in each of the renewal documents, and found on the Earthlink website. Paragraphs 4.1 and 10 contain indemnification language to which we need the following added: "Notwithstanding anything contained in this Agreement or any exhibit or other document that purports to memorialize the terms and conditions between Customer and EarthLink eusiness, Customer's indemnification of EarthLink eusiness shall be limited to the amounts set forth in Sec. 768.28, F/orida Statutes, including limits on attorney's fees. Nothing contained in this Agreement or any exhibit or other document that purports to memorialize the terms and conditions between Customer and EarthLink eusiness shall be construed as Customer's consent to be sued, or as a waiver of Customer's sovereign immunity beyond the waiver amounts specified in Sec. 768.28, F/orida Statutes." We can agree to this request. Please take a look at Paragraph 6.6. 1 believe that we will fall under HIPAA, especially with law enforcement and fire/rescue communications, so Earthlink eusiness needs to be put on notice of that. HIPAA only applies if we are storing/maintaining "protected health information"for the customer. Also, only certain of our data storage products have been made HIPAA-compliant. If this customer is purchasing so/ely telecommunications services, we are acting as a"conduit" and the HIPAA requirements do not apply to our services. Please confirm with the customer whether or not it requires HIPAA c��mpliant services. 1 think we shou/d have Earthlink Business waive the early termination fees provided for in Paragraph 9.0. 1 don't think that this is an appropriate use of public dol/ars. Any modification to our ETF requirements needs to be approved by Pricing. P/ease reach out to Pricing and if you receive approva/ waiver of ETF for this customer, send it to me and I will draft the addendum language. Finally, 1 note that under paragraph 16, the agreement is governed by New York law. And that venue for disputes is Monroe County, New York. Since they are contracting with a government entity, 1 think that F/orida /aw and Pa/m Beach County venue are more appropriate. We can agree to this request. 1 understand that this is a renewal, but 1 do not recall reviewing this stuff back in 2010. 1 would have made the same comments then had 1 done so. Stephanie Hill Relationship Manager � Partner Channel ��EarthLink; Regards, ludi Mitchell Solution Sales Engineer Universal Telecommunications, Inc Cell 754-264-4953 Office 954-246-5208 2 Fax 954-656-1368 Universal-tel.com This email has been scanned for email related threats and delivered safely by Mimecast. For more information please visit http://www.mimecast.com 3 EarthLink Business Reriewal Addendum Page 1 of 1 RENEWALADDENDUM �s��u s± i�s�s• Customer Name: VILLAGE OF TEQUESTH Master Account #:13003567 Account RepresenWtive:STEPHANIE HILL RepresenWtive ID:361 his Addendum ("Addendum") to that certain Agreement for Service ("Agreement") is entered into by and between the undersigned ("Customer") and EarthLink Business, on behalf of itself and the subsidiary or subsidiaries of EarthLink, Inc. that is/are certified to provide the Service(s) in the applicable state(s) ("EarthLink Business"), hereinafter, collectively the "Parties." WITNESSETH EREAS, EarthLink Business and Customer have entered into that certain Agreement on the date hereof for the provision of �rtain telecommunication and/or data services to Customer ("Services"); and, WHEREAS, Customer wants to renew Services and/or pricing previously offered by EarthLink Business. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement, EarthLink Business and Customer agree as follows: dditional Terms: 1. Services shall be governed by the Standard Agreement for Service Terms and Conditions located at .earthlinkbusiness.com. 2. Customer agrees to renew all eligible Network Services on this Account under this Agreement. Network Services includes Voice, Data and/or Internet Services. 3. Term Commitment. Customer agrees to the Service Term as indicated below. The Agreement shall automatically renew on a month-tamonth basis until either Party terminates the Service(s) by giving the other Party not less than thirty (30) days prior written notice of termination ("Termination Notice"). EarthLink Business may increase the price of any Service in a month-to-month Service Term. . If Customer terminates this P�qreement after commencement of service and before the expiration date of the Service Term, customer shall incur Early Termination Fees plus any Monthly Loyalty Reward Credits received as set forth in the Standard greement for Service Terms and Conditions located at www.earthlinkbusiness.com. . Monthl Lo al Reward: To thank you for your continued IoyalTy, EarthLink Business will apply a Monthly Invoice Credit as outlined below for the eligible Services under the term of this Agreement with EarthLink Business. However, no Monthly Loyalty Reward Credits will be given for any Service in a month-to-month Service term. The Monthly Loyalty Reward is based upon renewal of all Services at the time of this Agreement unless otherwise noted. However, changes to Services during the Service erm that reduce the monthl billin ma result in forfeit or reduction of the Monthl Lo al Reward Credit s. Local Rewards $ 75.00 Total Monthly Loyaity Reward Amount: $ 75.00 Term: 3 YEARS ny changes to the Agreement necessary to conform the Agreement to this Addendum are hereby deemed to be made. In all other respects not inconsistent with this Addendum, the terms of the Agreement not specifically or by necessary implication amended or modified by this Addendum, shall be and remain in full force and effect as modified hereby. This Addendum supersedes and replaces all prior and contemporaneous agreements, discussions and understandings, whether written or oral, concerning the ubject matter hereof. Exclusive of any tariff modifications initiated by EarthLink Business and approved or permitted by the pplicable regulatory authority, 1. Except to the extent set forth above or in any other Addendum mutually agreed by the parties, all of the terms and conditions of e Agreement remain in full force and effect and have not been amended or modified in any respect. 2. Capitalized terms used herein but not otherwise defined have the meaning assigned to such terms in the Agreement. 3. This Addendum is not effective until executed by an authorized representative of each party. IN WITNESS WHEREOF, EarthLink Business and Customer have executed this Addendum to Agreement For Service, by their dul authorized re resentatives, on the da and ear indicated below. ustomer Authorized Signature Title Print Name Date EarthLink Business Acceptance Title Date Version 1 http://stormwind/RenewalContract/defaulttoo.aspx 11/19/2014 EarthLink Business Renewal Addendum Page 1 of 1 RENEWAL ADDENDUM �Eo �fihN �nk Customer Name: VILLAGE OF TEQUESTA -SEABROOK RD Master Account #:13003595 Account RepreseMative;STEPHANIE HILL Representative ID:361 his Addendum ("Addendum") to that certain Agreement for Service ("AgreemenY') is entered into by and between the undersignec ("Custome�') and EarthLink Business, on behalf of itself and the subsidiary or subsidiaries of EarthLink, Inc. that is/are certified to provide the Service(s) in the applicable state(s) ("EarthLink Business°), hereinafter, collectively the "Parties." WITNESSETH HEREAS, EarthLink Business and Customer have entered into that certain Agreement on the date hereof for the provision of certa elecommunication and/or data services to Customer (°Services"); and, WHEREAS, Customer wants to renew Services and/or pricir previously offered by EarthLink Business. NOW, THEREFORE, in wnsideration of the mutual promises and covenants contained he nd in the Agreement, EarthLink Business and Customer agree as follows: Additional Terms: 1. Services shall be governed by the Standard Agreement for Service Terms and Conditions located at www.earthlinkbusiness.com. 2. Customer agrees to renew all eligible Nefivork Services on this Account under this Agreement. Network Services inGudes Voice, [ and/or Internet Services. 3. Term Commitment. Customer agrees to the Service Term as indicated below. The Agreement shall automatically renew on a mon to-month basis until either Party terminates the Service(s) by giving the other Party not less than thirty (30) days prior written notice c termination ("Termination Notice"). EarthLink Business may increase the price of any Service in a month-to-month Service Term. 4. If Customer terminates this Agreement after commencement of service and before the expiration date of the Service Term, custon shall incur Early Termination Fees plus any Monthly Loyalty Reward Credits received as set forth in the Standard Agreement for Ser erms and Conditions located at www.earthlinkbusiness.com. . Monthl Lo ai Reward: To thank you for your continued loyalty, EarthLink Business will apply a Monthly Invoice Credit as outlir elow for the eligible Services under the term of this Agreement with EarthLink Business. However, no Monthly Loyalty Reward Cred will be given for any Service in a month-to-month Service term. The Monthly Loyalty Reward is based upon renewal of all Services a• time of this Agreement unless otherwise noted. However, changes to Services during the Service term that reduce the monthly billinc ma result in forfeit or reduc#ion of the Monthl Loyal Reward Credit s. Local Rewards $ 50.00 Total Monthly Loyalty Reward Amount $ 50.00 Term: 3 YEARS Any changes to the Agreement necessary to conform the Agreement to this Addendum are hereby deemed to be made. In all other respects not inconsistent with this Addendum, the terms of the /�qreement not specifically or by necessary implication amended or modified by this Addendum, shall be and remain in full force and effect as modified hereby. This Addendum supersedes and replace: prior and contemporaneous agreements, discussions and understandings, whether written or oral, concerning the subject matter her Exclusive of any tariff modifications initiated by EarthLink Business and approved or permitted by the applicable regulatory authority, 1. Except to the extent set forth above or in any other Addendum mutually agreed by the parties, all of the terms and conditions of th� greement remain in full force and effect and have not been amended or modified in any respect. . Capitalized terms used herein but not othervvise defined have the meaning assigned to such terms in the Agreement. 3. This Addendum is not effective until executed by an authorized representative of each party. IN WITNESS WHEREOF, EarthLink Business and Customer have executed this Addendum to Agreement For Service, by their duly authorized re resentatives, on the da and ear indicated below. Customer Authorized Signature TiUe Print Name Date EarthLink Business Acceptance Title Date Version http://stormwind/RenewalContract/defaulttoo.aspx 11/19/2014 EarthLink Business Renewal Addendum Page 1 of 1 RENEWAL ADDENDUM �IEd sthN ink, Customer Name: VILLAGE OF TEQUESTA -NORTH OLD DIXIE HWY Master AccouM #:13003637 AccouM Representative:STEPHANIE HILL RepreseMative ID:361 This Addendum ("Addendum") to that certain Agreement for Service ("AgreemenY') is entered into by and between the undersignec ("Customer") and EarthLink Business, on behalf of itself and the subsidiary or subsidiaries of EarthLink, Inc. that is/are certified to pr Service(s) in the applicable state(s) ("EarthLink Business"), hereinafter, collectively the "Parties." WITNESSETH EREAS, EarthLink Business and Customer have entered into that certain Agreement on the date hereof for the provision of certa elecommunication and/or data services to Customer ("Services"); and, WHEREAS, Customer wants to renew Services and/or pricir previously offered by EarthLink Business. NOW, THEREFORE, in consideration of the mutual promises and covenants contained he he Aqreement, EarthLink Business and Customer agree as follows: dditional Terms: 1. Services shall be governed by the Standard Agreement for Service Terms and Conditions located at www.earthlinkbusiness.com. 2. Customer agrees to renew all eligible Network Services on this Account under this Agreement. Network Services includes Voice, [ Intemet Services. 3. Term Commitment. Customer agrees to the Service Term as indicated below. The Agreement shall automatically renew on a mon month basis until either Party terminates the Service(s) by giving the other Party not less than thirty (30) days prior written notice of tE ("Termination Notice"). EarthLink Business may increase the price of any Service in a month-to-month Service Term. . If Customer terminates this qgreement after commencement of service and before the expiration date of the Service Term, custon 'ncur Early Termination Fees plus any Monthfy Loyalty Reward Credits received as set forth in the Standard Agreement for Service T Conditions located at www.earthlinkbusiness.com. 5. Monthl Lo al Reward: To thank you for your continued loyalty, EarthLink Business will apply a Monthly Invoice Credit as outlir or the eligible Services under the term of this /�greement with EarthLink Business. However, no Monthly Loyalty Reward Credits will r any Service in a month-to-month Service term. The Monthly Loyalty Reward is based upon renewal of all Services at the time of t greement unless otherwise noted. However, changes to Services during the Service term that reduce the monthly billing may result or reduction of the Monthl Lo alty Reward Credit s. Local Rewards $ 5U.00 Total Monthly Loyalty Reward Amount: S 50.00 Term: 3 YEAR: ny changes to the Agreement necessary to conform the Agreement to this Addendum are hereby deemed to be made. In all other r not inconsistent with this Addendum, the terms of the Agreement not specifically or by necessary implication amended or modified b� ddendum, shall be and remain in full force and effect as modified hereby. This Addendum supersedes and replaces all prior and ntemporaneous agreements, discussions and understandings, whether written or oral, conceming the subject matter hereof. Exclu riff modifications initiated by EarthLink Business and approved or permitted by the applicable regulatory authority, 1. Except to the extent set forth above or in any other Addendum mutually agreed by the parties, afl of the terms and conditions of th� greement remain in full force and effect and have not been amended or modified in any respect. . Capitalized terms used herein but not othervvise defined have the meaning assigned to such terms in the Agreement. 3. This Addendum is not effective until executed by an authorized representative of each party. IN WITNESS WHEREOF, EarthLink Business and Customer have executed this Addendum to Agreement For Service, by their duly re resentatives, on the da and ear indicated below. Customer Authorized Signature Title Print Name Date EarthLink Business Acceptance Titie Date http://stormwind/RenewalContract/defaulttoo.aspx 11/19/2014 EarthLink Business Renewal Addendum Page 1 of 1 RENEWAL ADDENDUM 4J �a�hLfnk Customer Name: VILLAGE OF TEQUESTA Master Account #:73003587 AccouM Represerkative:STEPHANIE HILL RepreseMative ID:361 his Addendum ("Addendum") to that certain Agreement for Service ("AgreemenY') is entered into by and between the undersigned ("Custome�') and EarthLink Business, on behalf of itself and the subsidiary or subsidiaries of EarthLink, Inc. that �s/are certified to provide the Service(s) in the applicable state(s) ("EarthLink Business"), hereinafter, collectively the "Parties." WITNESSETH EREAS, EarthLink Business and Customer have entered into that certain Agreement on the date hereof for the provision of certain telecommunication andlor data services to Customer ("Services"); and, WHEREAS, Customer wants to renew Services and/or pricing previously offered by EarthLink Business. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement, EarthLink Business and Customer agree as follows: dditional Terms: 1. Services shall be governed by the Standard Agreement for Service Terms and Conditions located at .earthlinkbusiness.com. 2. Customer agrees to renew all eligible Network Services on this Account under this qgreement. Network Services includes Voice, Data andlor Internet Services. 3. Term Commitment. Customer agrees to the Service Term as indicated below. The Agreement shall automatically renew on a month-to-month basis until either Party terminates the Service(s) by giving the other Party not less than thirty (30) days prior written notice of termination ("Termination Notice"). EarthLink Business may increase the price of any Service in a month-tamonth Service erm. . If Customer terminates this Agreement after commencement of service and before the expiration date of the Service Term, customer shall incur Early Termination Fees plus any Monthly Loyalty Reward Credits received as set forth in the Standard greement for Service Terms and Conditions located at www.earthlinkbusiness.com 5. Monthl Lo al Reward: To thank you for your continued loyalty, EarthLink Business will apply a Monthly Invoice Credit as utlined below for the eligible Services under the term of this Agreement with EarthLink Business. However, no Monthly Loyalty Reward Credits will be given for any Service in a month-tamonth Service term. The Monthly Loyalty Reward is based upon renewal of all Services at the time of this Agreement unless otherwise noted. However, changes to Services during the Service errn that reduce the monthl billin ma result in forteit or reduction of the Monthl Lo al Reward Credit s. Local Rewards $ 125.00 Total Monthly Loyaliy Reward Amount: $ 725.00 Term: 3 YEARS ny changes to the Agreement necessary to conform the ,�qreement to this Addendum are hereby deemed to be made. In all other respects not inconsistent with this Addendum, the terms of the Agreement not specifically or by necessary implication amended or modified by this Addendum, shall be and remain in full force and effect as modified hereby. This Addendum supersedes and replaces all prior and contemporaneous agreements, discussions and understandings, whether written or oral, concerning the ubject matter hereof. Exclusive of any tariff modifications initiated by EarthLink Business and approved or permitted by the pplicable regulatory authority, 1. Except to the extent set forth above or in any other Addendum mutually agreed by the parties, all of the terms and conditions of he Agreement remain in full force and effect and have not been amended or modified in any respect. 2. Capitalized terms used herein but not otherwise defined have the meaning assigned to such terms in the Agreement. 3. This Addendum is not effective until executed by an authorized representative of each party. IN WITNESS WHEREOF, EarthLink Business and Customer have executed this Addendum to Agreement For Service, by their dul authorized re resentatives, on the da and ear indicated below. Customer Authorized Signature Title Print Name Date EarthLink Business Acceptance Title Date Version 1 http://stormwind/RenewalContract/defaulttoo.aspx 11/19/2014 EarthLink Business Renewal Addendum Page 1 of 1 RENEWAL ADDENDUM L'T �° s�hL.�nk Customer Name: VILLAGE OF TEQUESTA -BRIDGE RD Master Accourk #:13D03603 AccouM RepreseMative:STEPHANIE HILL Representative ID:361 his Addendum ("Addendum") to that certain qqreement for Service ("AgreemenY') is entered into by and between the undersignec ("Customer") and EarthLink Business, on behalf of itself and the subsidiary or subsidiaries of EarthLink, Inc. that is/are certified to provide the Service(s) in the applicable state(s) ("EarthLink Business"), hereinafter, collectively the "Parties." WITNESSETH HEREAS, EarthLink Business and Customer have entered into that certain Agreement on the date hereof for the provision of rtain telecommunication and/or data services to Customer ("Services°); and, WHEREAS, Customer wants to renew Services nd/or pricing previously offered by EarthLink Business. NOW, THEREFORE, in consideration of the mutual promises and covenant ntained herein and in the Agreement, EarthLink Business and Customer agree as follows: dditional Terms: 1. Services shall be governed by the Standard Agreement for Service Terms and Conditions located at www.earthlinkbusiness.com. . Customer agrees to renew all eligible Network Services on this Account under this Agreement. Network Services inGudes Voice, Data and/or Internet Services. . Term Commitment. Customer agrees to the Service Term as indicated below. The Agreement shall automatically renew on a onth-to-month basis urrtil either Party terminates the Service(s) by giving the other Party not less than thirty (30) days prior written notice of termination ("Termination Notice"). EarthLink Business may increase the price of any Service in a month-to-month Service erm. . If Customer terminates this Agreement after commencement of service and before the expiration date of the Service Term, ustomer shall incur Early Termination Fees plus any Monthly Loyalty Reward Credits received as set forth in the Standard greement for Service Terms and Conditions located at www.earthlinkbusiness.com. . Monthl L al Reward: To thank you for your continued loyalty, EarthLink Business will apply a Monthly Invoice Credit as utlined below for the eligible Services under the term of this Agreement with EarthLink Business. However, no Monthly Loyalty Reward Credits will be given for any Service in a month-to-month Service term. The Monthly Loyalty Reward is based upon renewal f all Services at the time of this Agreement unless otherwise noted. However, changes to Services during the Service term that reduce the monthl billin ma result in forfeit or reduction of the Monthly Loyalt Reward Credit s. Local Rewards $ 50.00 Total Morrthiy Loyalty Reward Amount: $ 50.00 Term: 3 YEARS ny changes to the /�qreement necessary to conform the Agreement to this Addendum are hereby deemed to be made. In all other respects not inconsistent with this Addendum, the terms of the Agreement not specifically or by necessary implication amended or modified by this Addendum, shall be and remain in full force and effect as modified hereby. This Addendum supersedes and replace: II prior and contemporaneous agreements, discussions and understandings, whether written or oral, conceming the subject matter hereof. ExGusive of any tariff modifications initiated by EarthLink Business and approved or permitted by the applicable regulatory uthority, 1. Except to the extent set forth above or in any other Addendum mutually agreed by the parties, all of the terms and conditions of th greement remain in full force and effect and have not been amended or modified in any respect. . Capitalized terms used herein but not otherwise defined have the meaning assigned to such terms in the Agreement. 3. This Addendum is not effective until executed by an authorized representative of each party. IN WITNESS WHEREOF, EarthLink Business and Customer have executed this Addendum to Agreement For Service, by their duly uthorized re resentatives, on the da and ear indicated below. ustomerAuthorized Signature Title Print Name Date EarthLink Business Acceptance Title Date Verelon http://stormwind/RenewalContract/defaulttoo.aspx 11/19/2014 W �80 �8� o8S �$Y S8� al �l"a � w «� A$ � Mw«�� »»» ww .Aw�. »«» «,�» «. »«.� «,� �« »«» �z� «»w w n n w , � , � . � � � � � , � . , , . � � � � � � � � , � � � � � � , w� a � � � U alttlz�� n�n�»www«.wnwwwwmwmwww�,�n�.w�> .� wwwwwwviw�n�> « �,�„w�nwww»�n�nwww�., .n ��awwwww�n .. �>.��wwwwww .n ol ��M�mmmm�.ommm�nmm�.-.-�.-�� .-.- �w ��.-.-.-.-.-.-.-.-.-.-.-.- .-�«��.- �� ~ Q a K a , VI N .- �n 1 N � o m r n ry �n N �n � Z d w » w ✓r»wenin »» w�nw ww w ww �» a w N wa . , ,,, „ �. „ ,�, �a I � , m r� � � � � ; m� �� - � ,� � �n � al�lz��., �wwwwwwwwwwwwwwmw�nwwwwww wwww�nwww�n�� wwwwwwnwwwwa wwwwwwww wwwww�n.nww � � N p � P � � � � � � m � �� o Z W o Z o m �� fL p ° U �O r�,0 W yo �Z W m0 ^ , ° 00 Z oU ,. �Z a oU 2 . mU �U �"�'a a- wi� ° m`° o a zoo�-� J � ^Fe �ri � _ m a - � o�=.��nz w a a -Ud' y Uo dZ� - ONOC�+Z rj ° o yo ZQ�oopp� G UOX �� - �rnyZy � 0 00 �' ��. 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'�� J�� J J J J . wa000000aoa000000aaa000'o'o'o a'oaoaaaaoo 00000a000aaaao oaaao'a'aa ��. �� ooaoaa000 arr�w��r=��r�� rr rwi-�r��r�r��r� �� w��wr= �0000000000000000000000000 0000000000 � o0000000000000 00000000 �� o00000000 . zw wwwwwwwwwwwwww . � wwwwww � �(7 (9 (7(9C9 C9(7C9C9C7U' U' U' 'UU' U' 'UU' [�U' V't� (7(�(� W U' W U' (7(9 �. W U' W U' W U' W U' W 'U W U' W U' (9(9 � W U' U (7 (7(9 W 'U ' �' W U' W U' W U' C9U' U' U' C7(7 °535553355a335553533a55555 3a53555555 535g5555555555 55553535 ' S35555555 U � Q > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > ��. > > > > > > > > > Q < � � �� .-.-.-.-.-.-.- � ��.-.-.-� � �� . . �.-�.-.-.-��.-.-�.-� � �'-�� . . � � �� ACCESS P�I NT�N�. A T E l E C O M M U N I C A T I O N 5 C O M P A N Y Proposa! for �e��coo��aa��s`��30� �er�a�� About AccessPoint Inc. Your Integrated Solutions Provider. We are the single access point for all of your telecom needs. We are one of the most competitive and innovative integrated solutions providers in the industry today. We have continually evolved our service footprint and our product platform in order to offer the most complete and robust telecommunications portfolio. • We design solutions to minimize expenses while providing maximum service. • We have access to a vast array of underlying carrier networks. • We deliver expertise across the entire intermodal telecom landscape. Access Point is a complete business communications provider offering multiple services nationwide. IYs time to consolidate your services and reduce costs with the telecom company known for strong growth and satisfied customers for almost 20 years. Presented To: Tequesta Presented By: Universal Telecommunications, Inc. Judi Mitchell 954-571-9900 j mitche II @u n iversa I-tel. com Pricin� IQ : 7899 Page 1 oF 6 12/Q2/2014 1:40 PM ACCESS P+ii�vr�N�. A T E L E C O M M U N I C A T I O N S G O M P A N Y Propo�al �or T��e��csry��o��;�0 ��a �'s�c�� Location and Service Detail FL Tequesta Dr • TEQUESTA, FL, 357 TequesW Dr, 33469 : 561 - 263 - 3 Year Term Service Description Category Qty Unit Total Dedicated MPLS Dedicated MPLS Access: 3M Service 1 554.57 $554.57 $554.57 VoIP PBX Fuil PRI - 23 Call Paths Service 1 169.95 $169.95 Locai Number Portability Feature 1 1.75 $1.75 E911 Service Feature 1 0.00 $0.00 Home Reqion Usage 0 0.0000 $0.00 LD Intralata Usage 0 0.0240 $0.00 LD Intrastate Usage 0 0.0240 $0.00 LD Interstate Usage 0 0.0240 $0.00 1000 Domestic 1+ Minutes Usage 1 24.0000 $24.00 $195.70 VoIP PBX Equipment Monthly Rental Adtran 908e Equipment 1 76.00 $76.00 $76.00 Total ggZ5,27 FL BRIDGE RD -Tequesta, FL, 136 BRIDGE RD, 33469 : 561 -263 - 3 Year Term Service Description Category Qty Unit Total Dedicated MPLS Dedicated MPLS Access: 'I.SM Service 1 27727 $27727 $277.27 Vo1P PBX Analog Cail Path Service 3 9.95 $29.85 Locai Number Portabitity Feature 3 0.35 $1.05 E911 Service Feature 3 0.00 $0.00 Home Region Usage 0 0.0000 $0.00 LD Intralata Usage 0 0.0250 $0.00 LD Intrastate Usage 0 0.0250 $0.00 lD Interstate Usage 0 0.0250 $0.00 530.90 VoIP PBX Equipment Monthly Rental Adtran 904 Equipment 1 34.00 $34.00 $34.00 Total $342.17 FL OLD DIXIE HWY - Tequesta, FL, 901 OLD DIXIE HWY, 33469 : 561 - 263 - 3 Year Term Service Description Category Qty Unit Total Dedicated MPLS Dedicated MPLS Access: 1.SM Service 1 277.27 $277.27 $27727 Total g27727 FL SEABROOK RD - Tequesta, FL, 399 SEABROOK RD, 33469 : 561 - 263 - 3 Year Term Service Descrip2ion Category Qty Unit Total Dedicated MPLS Dedicated MPLS Access: 1.5M Service 1 27727 $277,27 $277.27 VoIP PBX Analog CaII Path Service 3 9.95 $29.85 Local Number Portability Feature 3 0.35 $�.OS ID : 7899 Page 2 of 6 12/02/2014 1:40 PM ACCESS R � I NT�N�. A T E L E C O M M U N 1 C A T 1 O N 5 C O M P A N Y Prop�sa �� Telecs�r��s�acat��cs ��rv�ces E911 Service Feature 3 0.00 $0.00 Home Region Usage 0 0.0000 $0.00 LD Intralata Usage 0 0.0250 $0.00 LD Intrastate Usage 0 0.0250 $0.00 LD Interstate Usage 0 0.0250 $0.00 $30.90 VoIP PBX Equipment Monthly Rental Adtran 904 Equipment 1 34.00 $34.00 $34.00 Total $342.'17 Monthly Recurring Total $0.00 iD : 78Q9 Page 3 of 6 12/02!20?4 ?:40 PM ACCESS � �INT�N�. A T E L E C O M M U N 1 C A T I O N S G O M P A N Y Propo��@ ��° °�e�e��r�sav��s�°s��tta�� c�rrd[i�� Non-Recurrin Char es 3 Year Term Service Description Category Qty Unit Total Tequesta Dr - TEQUESTA, FL, 357 TequesW Dr, 33469 : 561 - 263 - Dedicated MPLS Dedicated MPLS Instailation Non-Recurring 1 0.00 $0.00 50.00 VoIP PBX Service Installation Non-Recurring 1 249.00 $249.00 $249.00 Totai $249.00 BRIDGE RD - Tequesta, FL, 136 BRIDGE RD, 33469 : 561 - 263 - Dedicated MPLS Dedicated MPLS Installation Non-Recurring � 0.00 $0.00 So.00 VoIP PBX Service Installation Non-Recurring 'I 249.00 $249.00 $249.00 Total $249.00 OLD DIXIE HWY -7equesta, FL, 901 OLD DIXIE HWY, 33469 : 561 -263 - Dedicated MPLS Dedicated MPLS Installation Non-Recurring � 0.00 $0.00 $0.00 Total $0.00 SEABROOK RD -Tequesta, FL, 399 SEABROOK RD, 33469 : 561 -263 - Dedicated MPLS Dedicated MPLS Instaliation Non-Recurring 1 0.00 $0.00 50.00 VoIP PBX Service Installation Non-Recurring 1 249.00 $249.00 $249.00 Total $249.00 Total one time charges $0.00 Additionai Price Considerations Please Note All services require a minimum One Year Term Agreement. Pricing is valid for 30 days and is subject to change thereafter. Rates provided do not include applicable taxes/surcharges. Account Maintenance Fee A fee of $3.95 will be applied to any single location commercial service accounts or any invoice responsible multi-location commercial service account for the preparation and deliveiy of your monthly invoice. A fee of $1.95, per account, will be applied to any multi-location commercial service account for the preparatiori and delivery of individual monthly invoices to individual service locations. A fee of $.95 will be applied to any residential account for the preparation and delivery of your monthly invoice. Premise-Based VoIP Service Considerations All VoicePoint for PBX packages can be configured as analog or digital with standard POTS, T-1, SIP or PRI configuration. VoicePoint for PBX service requires a minimum of three call paths. On-net Intero�ce calling occurs when both customer origination and customer destination telephone numbers are subscribed to any one of the VoicePoi�t for PBX rate plans. For VoicePoint for PBX usage, API reserves the right to bill for non-Toll Free inbound minutes at $.01 per minute if the calling ratio of non- Toll Free inbound minutes exceeds 75% of the aggregate total of outbound, Toll Free inbound and non-Toll Free inbound minutes of usage. API provided equipment includes an integrated access device. These devices must be returned at the end of term agreement. Additional �Q � 7 899 Page 4 of 6 12/02/2014 ?:40 PP,� ACCESS P�iINT�N�. A T E L E C O M M U N I C A T I O N 5 C O M P A N Y �roposa@ f�s° °f�9eco�s�unica Ser�oices penalties will be assessed for non-returned or damaged equipment. API Installation Service includes 2 hours of labor to instali, connect and test equipment. Additional hours will be billed at $90 per hour. A site survey includes physical site survey and network assessment of customer's site and network that will connect to the API network. This survey is $199 and includes up to 1 hour of site inspection and labor. Addition hours will be billed at $90 per hour. Cancellation of services for customers in Service Area 2 will result in a$6.00 port away fee being applied per ported number/DID. Service Descriptions Premise-Based VoIP Voice over IP (VoIP) provides businesses with numerous benefits including improved flexibility, advanced feature options, and cost savings. If you're looking for a more efficient way to utilize your current phone system and don't want an expensive overhaul - then VoicePoint for PBX is the plan for you. Ab out Customer Servi Customer Service At Your Service, 24/7. Customer Service is what makes Access Point the best choice for your business telecommunication needs. If you have questions or need help our Customer Service team is always available. When you call we have a professional, experienced representative available to help. Your call will be answered by us, not our voicemail. Our Customer Service Center hours are from 8:OOam to 7:OOpm eastern time, Monday through Friday. However, a representative is always on-call and will respond immediately to your call. Customer Service Representatives Our telephone ambassadors are the front line of our Customer Service department. They receive every incoming call on our toll-free service number, answering questions, solving problems, and gathering critical service data. With their training and expertise they can resolve most of your customer care issues, with just one call. Resolution Specialists This group is dedicated to resolving the more complex service and billing problems should they arise. They work with our internal provisioning departments and our underlying carriers to speed a solution to the customer as quickly as possible. They work against established Mean-Time-to-Repair (MTTR) intervals to provide timely resolutions. Service Verification Specialists A unique component of our quality control is the Service Verification Program. After a customer's order has been provisioned and installed, the Service Verification Specialists perform a final review on the entire order. After verifying that all services and billing are set up accurately, they send a notification to a Customer Service Representative. This representative calls to personally confirm good service. This helps ensure that you get the best possible start with Access Point. Billing Advantages Controlling and understanding today's telecom costs is a key concern for businesses. We understand that telecom expense management is a high priority and a first-rate billing system is vital to successfully controlling these expenses. We specialize in helping large multi-location companies manage their communications more effectively. Our robust billing and order management system allows for flexible and customized reporting of monthly charges, usage records, and individual call detail records. In addition, the open architecture of our system allows for our customers to use electronic interfaces to obtain information on their accounts, orders, and billing invoices. We strive to deliver the highest quality and most cost-effective solutions on a state-of-the-art billing platForm. Service Intervals Premise-Based VoIP Action Order Type Planned Order Completion Add Service Activate new service(s) from 10 business days NPANXX in API Inventory Activate new service(s) from Add Service NPANXX not active in API ICB Inventory ID : 7&99 Pa�e 5 of �O �2/02/20�4 �:40 P9� ACCESS P�iI NTINC. A T E l E C O M M U N 1 C A T I O N 5 C O M P A N Y �ropos�l f�a° T"eieco�vsc�va�a��s�r� S�r�a�� Add Service Conversion of lines to activate 30 business days new service (from LEC) Add Service Conversion of lines to activate 40 business days new service (from CLEC) Change Service Change features package 3 business days Disconnect Service Disconnect line(s) or user(s) 2 business days Customer Testimonials McDonald's Corporetion "McDonald's began using Access Point, Inc. services about two years ago. We initially selected them to take advantage of an opportunity to reduce the rates and fees that we pay for our telephone service. What we have found is they have been a great impact to our overall bottom line. Not only did they dramatically reduce our previous telecom costs, they have also helped us gain co�trol over our telephone service. Access Point has been able to consolidate a signifcant amount of our telecom billing and service data into their simple, yet robust billing and reporting information system. The results have given us a complete picture of our telecom use and costs in over seven hundred of our stores to date, which has resulted in reductions in the services needed in those locations and translated into savings for us. Access Point understands the importance of quality customer service and has adopted that as their philosophy in business. Their customer service is outstanding. They are always ready with real people answering the telephone when we call and real solutions to our service needs. Our experience with Access Point has given us the confidence that they are willing and able to deliver top level service to us every day. Thank you Access Point for proving to be a"customer firsY' company. McDonald's appreciates our winning relationship with you. We look forward to a continued successful business partnership." Tim Burge McOpCo East Division Store Systems Manager CSX Transportation "CSX Transportation has been a customer of Access Point, Inc. for about three years. During that time, we have received consistently excellent customer service and competitive pricing for all of our telecom services. CSX operates the largest rail network in the Eastern US, and Access Point has played a vital role in the efficient management of our sizable, multi-location telecom services. We have been impressed over the years with the way Access Point has combined our telecom services from multiple carriers and billing platforms with nearly 1000 of our locations in the Eastern US. Access PoinYs billing format is easy to understand and there is always a quick response with any issue. We could not be more pleased with all aspects of our relationship with Access Point. From the beginning we have been provided with exceptional customer-friendly support, live personal service and a single point of contact that manages our services in a highly efficient manner. Managing our telecommunications services could be a time consuming and frustrating experience. With Access Point, we have the peace of mind in knowing that a professional and enthusiastic team is available at any time to answer questions or address a service-related issue. This is critical to the efficient operation of our business. I want to compliment Access Point for being a customer-focused company who truly seems to care for their clients. In this day and age, personal care is not something that you run into every day. CSX Transportation focuses on excellent customer service and outstanding business practices and appreciates the same high standards in return. We highly recommend Access Point and look forward to continuing our relationship." Brad Cook Telecommunications Manager ID :?899 Page 6 of 6 12/02/2014 �:40 P� PROPOSAL SUMMARY windstream. Service Location Listing - Monthly Recurring Charges Primary Billing Account Village of Tequesta, #5785986 uote # 2897658 Sales ID 496391 Effective Date 11/05/2014 M M F $355.00 Village of Tequesta o 357 Tequesta Dr, TEQUESTA, FL 33469-3088 �9.00 $346.00 $355.00 Total $g.00 $346.00 $355.00 Initials Page 1 of 10 PROPOSAL windstreamm . _ Customer Name Village of Tequesta EAN (Account Number) 5785986 Install Street Address 357 Tequesta Dr City, State, Zip TEQUESTA, FL, 33469-3088 Opportunity ID 884391 Proposal / Quote ID 2897658 Contract Term 36 Service Order Type New Effective Date 11/05/20�4 _ — _ _ _ _ . _ _ _ _ __.. . .. . _ _."„�'_ _ __ _ _ _ _ ____ __ __-- _ _ ___ - _ _ _ _ Access Loop On Net T1 -- 1 $9.00 $9.00 Common Voice Features Additional Directory Listing ` -- 20 $3.50 $70.00 LD Block of 1000 -- 2 $20.00 $40.00 Verified Account/Auth Code Charge' -- 1 $25.00 $25.00 Trunks 20 DID Station Numbers' -- 15 $3.00 $45.00 FSLC Charge * -- 5 $9.20 $46.00 PRI Trunk Port -- 1 $120.00 $120.00 Total Features $355.00 _._ _ _ _ _ _ _ __ _ _ � � - � _ _ �. .�. . ._,,. � _ _ _ �:, - - ,� � �_ � ". �.� , _ _ _ - �,.�: .. . �.. _ _ Regional Long Distance Charges (D) 0.0250' 6 sec 6 sec 2 digit t In State Long Distance Charges (D) 0.0250' 6 sec 6 sec 2 digit t Out of State Long Distance Charges (D) 0.0250' 6 sec 6 sec 2 digit t International Long Distance Charges (D) Standard 30 sec 6 sec 2 digit t International' Caribbean Long Distance Charges Standard 30 sec 6 sec 2 digit t International' Canadian Long Distance Charge (D) Standard 30 sec 6 sec 2 digit t International' Unlimited LATA Wide Calling Long Distance Directory Assistance Charges (D) 1.9900z Access Loop On Net T1 -- 1 $0.00 $0.00 Common Voice Features LNP -- 20 $0.00 $0.00 Verified AccounUAuth Code Setup Charge -- 1 $0.00 $0.00 Trunks PRI Trunk Port -- 1 $0.00 $0.00 Total Other Charges (Non-Recurring) $0.00 Rates listed within the Usage Rates section are applicable for ail locations, unless otherwise noted on the individual Service Location listing in the Usage Rates sub-section. Notes: 1- Per Minute 2- Per Call 3- Per Minute per Participant ' Rates are subject to change on 30 days notice via bill message on customer's invoice. " Additional charges apply for all local, long distance and 8XX features, network access charge, router maintenance, CPE maintenance and directory listings. For the current features pricing, go to httq://www.paetec.com/about-us/notice. �*' Amounts listed are reasonabie approximations based on initial proposal. Actual amounts shall depend on final lease amount set forth in the Customer's Lease Agreement. Page 2 of 10 Initials t Each call is billed to two decimal piaces and rounds the billed amount for each call up to the nearest whole cent. Total Monthly Recurring Charges $355.00 Total Non-Recurring Charges $0.00 Minimum Monthly Fee $355.00 _. _ _ _. _.•_ _ . This Proposal is subject to and controlled by the Windstrean� Service Terms and Conditions, which are incorporated herein by reference and attached hereto. Your signature constitutes your acceptance of the Proposal and your agreement to Windstream's Service Terms and Conditions. CUSTOMER WINDSTREAM Signature: Signature: ��(�� C�. ��lial�Pili Printed Name: Printed Name: SCOtt S. GOC1Za�eZ T�tie: T�tie: Channel Manager �ate: �ate: 11 / 5/ 2014 Page 3 of 10 � windstream� WINDSTRFAM SERVICE TERMS AND CONDITIONS These terms and conditions apply to the provision of all telecommunications and related services ("Services") by Windstream' ("Windstream") to Customer under the proposal to which these terms and conditions are a part. These terms and conditions and Customer's proposal/sales order, and any service specific schedules form the agreement ("AgreemenY'). The Services will be offered in each area to the Customer by the Windstream affiliated entity authorized to provide the Services in the applicable jurisdiction. 1. Term and Renewal. This Agreement is effective on the date identified on the proposal ("Effective Date") and will continue for the term set forth in the proposal from the date that Services are installed until either terminated pursuant to the provisions below or replaced with a new agreement (the "Term"). Upon expiration of the Term, this Agreement will automatically renew for successive one-vear terms (each, a"Renewal Term") untii terminated or cancelled pursuant to its terms. In the event a Customer provides written notice of its intent not to renew but does not terminate Services hereunder, Windstream shall have the option of continuing to provide such Services on a month-to-month basis, priced at Windstream's then current monthly rates. 2. Charges for Services; Billing and Payment. Customer is responsible for paying all charges that apply to the Services ordered on a proposal or used on a per-use basis by Customer, including items such as features, installation, labor, repair, long distance, and directory or operator assistance as specified on the proposal or set forth in Windstream's Price Lists or Tariffs. Customer is responsible for taxes, surcharges, fees, and assessments that apply to the sale and use of Services, including how those may change in the future and regardless of whether such charges are identified in the Agreement. Windstream will biil Customer monthly for the Service, and all bills are due and payable upon receipt. Payment will be considered late if not paid by the due date reflected on the invoice. All amounts payable by Customer shall be made without setoff or counterclaim and without deduction. Biiling at a focation will begin upon the earlier of (i) the installation date (which may be the date administrative access to certain software-based Services is granted to Customer); (ii) thirty (30) days after delivery of the applicable facility and/or equipment to the Customer premises (if the delay in connection of the facility and/or equipment is due to Customer or its agent); (iii) the date the Company notifies a Customer that Service is available for use by Customer; (iv) the date that Service would have been available for use by Customer if Customer had fulfilled its performance obligations required to provision the Service; or (v) the date that installation of MPLS services is complete at the second site in an MPLS network; however, Windstream may choose to bill in full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle. If installation of off-net Services is delayed due to action or inaction by Customer, then Customer shali be responsible for ail associated third-party provider charges. In certain service areas, paper bills are available only upon request and for a monthly charge and billing for usage will round up to the next cent. If Customer authorizes payment by credit or debit card, then Windstream will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing. WINDSTREAM RESERVES THE RIGHT TO INCREASE OR DECRE�SE MONTHLY RECURRING CHARGES ("MRCS") ON AT LEAST THIRTY 30 DAYS' NOTICE AND OTHER RATES AT ANY TIME. 3. Service Outage Credits. For Windstream's business-grade local and long distance voice telecommunications services, T1 and higher facility network internet access and private networking services, Customer will receive a credit of 1/30th of the MRC for that month for each day that Customer has a Service Outage, defined below. Only the Service affected by the Service Outage will be eligible for a credit. Credit is based upon the length of time Customer is without Service. Credits in any singie month cannot exceed the MRCs for Service that was affected by a Service Outage in that month. For purposes of this Agreement, a "Service Outage" is defined as the complete inability to: (i) make or receive cails; (ii) access the Internet for the purpose of sending or receiving Internet traffic; or (iii) send or receive data across a Windstream supported private network. in the event Customer rents equipment or orders data center services from Windstream, such equipment and services shall not be considered "Services" for purposes of service credits under this Agreement. 4. Disputes. To dispute a bill, Customer must do so in good faith and deliver to Windstream in writing the specific basis for such dispute within sixty (60) days after the date on the biil. If Customer does not follow this dispute process, the dispute shall be deemed waived. 5. Partial Payments; Late Payments. Windstream may accept any payments Customer marks as being "payment in full" or as being settlement of any dispute without waiving any rights Windstream has to collect the full payments from Customer. Customer is responsible for paying all costs and fees Windstream incurs as a result of collecting Customer's unpaid charges. If Windstream does not receive full payment when due or does not receive payment in immediately available funds, Windstream will add a late payment fee to the amounts owed and will calculate such fee as the total owed times interest at the maximum rate allowable by law. 6. Credit and Deposits. Customer authorizes Windstream to ask credit-reporting agencies for Customer's credit information. Windstream may require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer increases Services, Customer is fate on payment, or Customer's credit rating changes. The deposit wiii be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except that Windstream at its discretion may appiy the deposit to any amount due and unpaid by Customer. 7. Services Location; Moves. Customer is responsible for providing an environment that is suitable for the Services, including equipment that is compatible with Windstream's network. Customer shall provide Windstream with the correct address to obtain Services, because Windstream relies on such information to determine which taxes, fees, surcharges and assessments apply to the Services. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments and penalties related thereto. Customer will notify Windstream if Customer's address changes, in which case Windstream may either (a) terminate the affected Services, or (b) allow Customer to provide sixty (60) days' advance notice to Windstream to move Services to a new location and pay any applicable installation charges. Customer will enter into a new agreement for such new location, or Windstream will apply the liquidated damages set forth in Section 15 for the terminated Iocation. Charges, including reasonable administrative costs and fees incurred by Windstream may apply as a result of Customer's move, in addition to a change in MRCs. 8. Windstream-Provided and Owned Equipment. Any equipment installed by Windstream on Customer's premises that is not the subject of a sale to Customer (such as the CSU/DSU, interface cards, Channel Bank and routers, if applicable) shall remain at all times the property of Windstream. Equipment shall remain in good condition, less normal wear and tear. Windstream shali be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse Windstream for the cost of any necessary repairs. Customer shall provide Windstream reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If Windstream does not have access to Customer's premises within thirty (30) days after Customer terminates this Agreement, or if Windstream requests Customer return the equipment and Customer does not return the equipment to Windstream within thirty (30) days of termination, Customer shall reimburse Windstream for the full purchase price of the equipment as well as any attorney's fees and costs. Customer shall pack and ship the equipment in such a way so as to limit and/or avoid damage to the equipment. 'In the event the equipment is damaged in shipping, Customer shall be responsible for the cost to replace the equipment. For the avoidance of doubt, Customer is responsible for maintaining all equipment on its premises not provided and/or owned by 'Windstream is defined for purposes of this Agreement to mean Windstream Communications, Inc. or such authorized Windstream affiliated entity providing Services to Customer as identified on Customer's bill. Page 4 of 10 Windstream and ensuring such equipment is compatible with Windstream's network. All terminal equipment must be registered with the Federal Communications Commission ("FCC") under 47 C.F.R. Part 68, and all wiring must be installed and maintained in compliance with those regulation. 9. Disconnection of Current Provider; Special Construction; Third Party Charges. Customer is solely responsible for disconnecting Services with its current service provider. Windstream is not responsible for any charges assessed against Customer by such provider. Customer shall pay all charges if Windstream or a third party provider is required to extend the demarcation point or undertake special construction for Customer. Unless Windstream specifically agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for all charges assessed by its phone system vendor and other third parties in connection with the installation of the Services and Windstream shall have no responsibility for maintenance or repair of same. 70. Third Party Software. As part of the Services, Customer may be allowed to use certain software and related documentation developed and owned by Windstream's third-party software licensors (collectively, the "Softuvare"). This SoHware is neither sold nor distributed to Customer and Customer may use it solely as part of the Services and for no other purpose. Customer may not and agrees not to: (i) transfer such Software outside the Services or to any other person or entity; (ii) make copies of the Soflware, either through a virtual snapshot of the server containing the Software or otherwise; or (iii) transfer the Software outside of Windstream's infrastructure and/or premises. Further, Custome� agrees to provide Windstream with evidence that its use of the Software is in compliance with the Agreement and/or third-party software licensor's terms from time to time during the Term as requested by Windstream. If Customer fails to provide such evidence when requested, or is otherwise not in compliance with the Agreement and/or third-party software licensor's terms, Windstream may, at its sole option suspend or terminate the Services that include the 5oftware. For the avoidance of doubt, Windstream's Soflware licensors are not responsible for providing any support in connection with the Services or the Software. 11. Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH WINDSTREAM, CUSTOMER WILL BE REQUIRED TO COMPLETE A CLICK-THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT http://www.windstream.com/legal/Google ADDS Premier Edition License.�df PRIOR TO USING THE RELEVANT SERVICES. Windstream may cancel Google Services at any time on thirty (30) days' notice and, at Windstream's option, may either terminate such Google Services altogether or move Customer to a similar platform. In the event that Windstream or Customer terminates the Google Services or downgrades or cancels Google Services, Customer is solely responsible for downloading all of its information to its computer within thirty (30) days. 12. Government Funding. Customer must notify Windstream of all restrictions, requirements and reporting obligations to which Windstream could become subject pursuant to any government program before Windstream provisions Services to Customer. Customer will not use such funds, including stimulus funds, grants or loans, in whole or in part, to support its performance under this Agreement without Windstream's prior written consent regarding any specifically applicable terms. If Customer fails to provide such prior written notice to Windstream of government funding or if Windstream does not consent to the use of such funding, then Windstream has the right, in its sole discretion, to reject any order or terminate this Agreement and/or any applicable Services, without liability or obligation to Windstream. If Customer requests government funds for payment of Services under this Agreement and such funding request is denied, Customer shall remain responsible for one-hundred percent (100%) of the cost of Services. 13. Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND INCORPORATES THE FOLLOWING BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (I) THE TERMS AND CONDITIONS OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE WEB-POSTED PRlCE LISTS OR TERMS AND CONDITIONS (EITHER "PRICE LISTS") POSTED AT httu:l/windstream.com/documents/detariffedservlces.ndf; (III) FOR INTERNET, THE "ACCEPTABLE USE POLICY" POSTED AT http:l/www2.windstream.neUcustomersupportJusersguidelaccepUaccept.html AND THE "PRIVACY POLICY" POSTED AT htto:Hwww.windstream.com/privacy.asnx; (I� IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES (I.E., ONLINE BACK UP SERVICES, TECH HELP, ETC), CUS70MER WILL BE REQUIRED TO CLICK-THROUGH AGREEMENTS RELATED TO THOSE SERVICES (CLICK- THROUGHS) PRIOR TO ACCESSING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS AGREEMENT; AND (� THIRD PARTY SOFTWARE TERMS, IF APPLICABLE. This Agreement, the documents incorporated by reference and any addendums entered between the parties constitute the parties' entire Agreement. This /�qreement may be amended only in a writing signed by authorized representatives of each party. This Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any Windstream employee or agent. In the event of any conflict between the provisions of this Agreement and any of the documents incorporated by reference, the provisions of the Google License shall control for Google Services, followed by the Tariffs and Price Lists or Value-Added Services click-through agreements for applicable Services, this Agreement and then the Acceptable Use and Privacy policies. This Agreement may be signed in counterparts, and facsimile or electronic scanned copies may be treated as original signatures. Windstream also may execute this Agreement via a verifiable electronic signature. 14. Termination. Either party may terminate this Agreement by providing at least thirty (30) days' notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this Agreement and such other party fails to cure within thirty (30) days after written notice. Notwithstanding, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after written notice. Customer's right to terminate for cause is limited to termination of the affected Services at the affected location only. In the event Customer rents equipment from Windstream and Customer terminates neiwork Services pursuant to this section, Customer shall remain obligated to fulfill the remainder of the applicable equipment schedule term. Windstream may limit, interrupt, suspend or terminate Services immetliately if: (a) after any required notice, Customer has not paid for Services, or has failed to pay a deposit or advance payment requested by Windstream; or (b) Customer uses the Services in an adverse manner that affects Windstream's network or other customers, Customer or others have used the Services fraudulently or unlawfully while on Customer's premises or via Customer's equipment or while the Services are under Customer's control, or there othervvise occurs an event for which Windstream reasonably believes that the suspension or termination of Services is necessary to protect Windstream or Windstream's other customers from an imminent and significant operational, financial or security risk, in which case Windstream will provide advance notice if practicable or (c) Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services; or (d) Customer resells any Services or uses the Services to aggregate other persons' traffic; or (e) Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider; or (fl Customer fails to comply with any applicable regulations or statutes and does not cure such failure to comply within ten (10) days of receiving notice from Windstream; or (g) if Customer impersonates another person, uses obscene or profane language or is abusive or harassing when communicating with Windstream representatives, and fails to stop the behavior after receiving a written or verbal warning from Windstream. In addition to the termination rights of Windstream set forth above, if Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services (including, but not limited to, circumstances in which Windstream is receiving traffic ftom Customer that originates from a location other than the local calling area associated with the customer's service location or Customer is terminating large volumes of calls to areas in which the cost to tersninate such calls is high or to a toii-free number, or when ten percent (10%) or more of Customer's calls are six (6) seconds or less, and/or when more than forty percent (40%) of call attempts are uncompleted per trunk group and DSO/DSO equivalent), and whether or not such use of the Services is due to Customer or a third party accessing Customer's Services or Equipment fraudulently, Windstream may: (v) charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative costs and any charges from other carriers; (w) charge an additional price per minute in Windstream's discretion for each call that violates this provision; (x) restrict or cancel use or convert customer to another plan; (y) require customer to pay for the excessive use immediately and make a deposit; and/or (z) void any applicable price guarantee. Windstream may restore service if customer corrects the violation and pays all outstanding amounts owed, including restoration charges. Prior to installation of Services, Windstream may attempt to verify the availability of facilities, and in the event that Windstream determines in its sole discretion that facilities are not economically or technically feasible, Windstream has the right to terminate this Agreement without liability. 15. Effect of Termination. a. Pre-tnstatlation- If Customer terminates this /�qreement after the Effective Date but prior to the installation of Service(s), Customer will pay Windstream a Pre-Installation Cancellation Charge ("Cancellation Charge") equal to three (3) months of MRCs except that if Windstream's costs to other providers are greater than this amount, Customer shall also reimburse Windstream for such costs. Customer agrees that the Cancellation Charge is a Page 5 of 10 reasonable measure of the administrative costs and other fees incurred by Windstream to prepare for instailation. The Cancellation Charge set forth in this Section 15{a) is in lieu of the charges set forth in 15(b) below for post-installation cancellations. b. Post-Installation- CUSTOMER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERVICES FOR THE TERM OR RENEWAL TERM. AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF WINDSTREAM'S TERMINATION FOR CUSTOMER'S BREACH, CUSTOMER SHALL PAY TO WINDSTREAM AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE TERMINATED SERVICES MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR RENEWAL TERM ("LIQUIDATED DAMAGES"). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY WINDSTREAM, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY WINDSTREAM TO INITIATE OR TERMINATE THE SERVICES, THIRD PARTY COSTS, USE OF LIMITED NETWORK RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS OR CREDITS GRANTED. If Customer's proposal inciudes Monthly Minimum Charges or Fees ("MMCs" or "MMFs") and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below the MMC or MMF for that location, Customer will pay the MMC or MMF every month in lieu of the Liquidated Damages set forth above. If Customer's proposal does not includes MMCs or MMFs and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the Liquidated Damages set forth above. Additionally, if Customer received a bundled rate for the disconnected 5ervice(s), then Customer's charges may be adjusted by Windstream to the unbundled service rates. 16. Limitation of Liability. FOR PURPOSES OF THIS SECTION, AND THE FOLLOWING SECTIONS DESCRIBING INDEMNITY, DISCLAIMER OF WARRANTIES, AND EMERGENCY. CRITICAL LINES SECTIONS, "WINDSTREAM" INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF WINDSTREAM RESELLS SERVICES. A. WINDSTREAM'S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY SIX (6). IF CUSTOMER'S SERVICE IS INTERRUPTED, WINDSTREAM'S LIABILITY WILL BE LIMITED TO A PRO-RATA CREDIT FOR THE PERIOD OF INTERRUPTION. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT WINDSTREAM'S LIABILITY AS PROVIDED HEREIN. UNDER NO CIRCUMSTANCES WILL WINDSTREAM BE LIABLE FOR ANY ACCIDENT OR INJURY CAUSED BY SERVICES, ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES OR FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND WINDSTREAM'S REASONABLE CONTROL. WINDSTREAM IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN, MISUSED, OR THE VICTIM OF FRAUD, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGL{GENCE OR WILLFUL MISCONDUCT. CUSTOMER 1S RESPONSIBLE FOR ALL USAGE, CHARGES, AND LIABILITY INCURRED FOR SUCN LOSS, MISUSE, THEFT, OR THE RESULT OF FRUAD OF SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF WHETHERIWHEN WINDSTREAM NOTIFIES CUSTOMER OF INCREASED USAGE. B. ENTRY ONTO WINDSTREAM'S PREMISES IS AT CUSTOMER'S OWN RISK, AND WINDSTREAM ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM ARISING FROM ANY CAUSE OTHER THAN WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO CUSTOMER DURING SUCH VISIT. WINDSTREAM IS NOT RESPONSIBLE IF EQUIPMENT IS LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL LOSS INCURRED FOR MISUSE, MISHANDLING OR PROVISIONING OF CUSTOMER EQUIPMENT INCOMPATIBLE WITH THE SERVICES, CHANGES MADE TO THE SERVICES BY CUSTOMER OR A THIRD PARTY NOT AUTHORIZED TO MAKE CHANGES, OR BY WINDSTREAM AT THE DIRECTION OF CUSTOMER. IN NO EVENT SHALL WINDSTREAM BE RESPONSIBLE FOR ANY THIRD-PARTY EQUIPMENT, INCLUDING ANY DAMAGES THAT MAY ARISE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE THIRD-PARTY EQUIPMENT. TO THE EXTENT WINDSTREAM IS LIABLE FOR DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT, SUCH LIABILITY WILL BE LIMITED TO THE THEN-CURRENT BOOK VALUE OF THE DAMAGED EQUIPMENT. EACH PARTY IS RESPONSIBLE FOR INSURING THE EQUIPMENT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS. 17. Indemnity. EACH PARTY WILL DEFEND, iNDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD-PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT. FURTHER, CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS WINDSTREAM FROM AND AGAINST ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH (I) ANY FAILURE BY CUSTOMER OR CUSTOMER'S END USERS TO COMPLY WITH WINDSTREAM'S ACCEPTABLE USE POLICY OR APPLICABLE LAW, OR (II) CLAIMS OF OWNERSHIP OR SUPERIOR RIGHTS TO CUSTOMER EQUIPMENT OR OTHER INTELLECTUAL PROPERTY BY A THIRD PARTY. 18. Force Majeure. Windstream shall be excused from, and shall have no liability, including service credits, with respect to, any delay or failure to pertorm hereunder caused by any event beyond its reasonable control, including but not limited to, (i) cable cuts or common carrier delays; (ii) actions, failures to act or delays by Customer or others authorized by the Customer to use the Service; (iii) failure of power, equipment, services or systems not provided by Windstream including but not limited to other providers' networks and interconnections to or from and connectivity with other Internet Service Providers' networks; (iv) Customer owned or leased equipment or facilities (i.e., Customer's PBX, Local Area Network (LAN); (v) during any period in which Windstream or its agents are not afforded access to the premises where access lines associated with the Services are terminated or the Customer elects not to release the Services for testing and/or repair and the Customer continues to use Services; (vi) maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption (Windstream reserves the right to schedule maintenance and upgrades to the network seven (7) days a week from 12a.m. to 6a.m. in the local time zone of the area being worked on without prior notice to Customer or upon reasonable advance notice outside these time frames); (vii) when a Service Outage has not been reported to Windstream or where there is a trouble reported, but no trouble found; and (viii) labor difficulties, governmental orders, civil commotion, acts of God and other circumstances beyond Windstream's reasonable control. 19. Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, SERVICES, EQUIPMENT, AND THE DESIGNATED CUSTOMER AREA ON WINDSTREAM'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER's requirements OR ANY WARRANTY REGARDING THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR OVER THE NETWORK AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR-FREE SERVICE, TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED. EXCEPT AS EXPRESSLY PROVIDED IN WINDSTREAM'S PRIVACY POLICY, WINDSTREAM HAS NO OBLIGATION TO PROVIDE SECURITY OR PROTECTION FOR CUSTOMER'S PRIVACY, CONFIDENTIAL INFORMATION OR DATA. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY WINDSTREAM'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. Page 6 of 10 20. Emergency. Critical Lines. CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT IN CERTAIN CIRCUMSTANCES PROVIDE ACCESS TO 917 OR TRANSMIT THE MOST ACCURATE LOCATION OR EXTENSION INFORMATION IN A TIMELY MANNER. IF CUSTOMER ATTEMPTS TO ACCESS 911 IN AN EMERGENCY. Examples include voice over Internet protocol ("VoIP"), Centrex, Ailwonc ReachT"" Application ("Allworx ReachT"''), and private branch exchange. Additionally, because T1 s and VoIP can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical functions. When using VoIP service or Allworx ReachT"", Customer must timely update changes to their registered location for 911 services. By signing this Agreement, Customer acknowledges that Customer has read this disclosure. By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address, extension or other information to emergency authorities. 21. Miscellaneous. (a) Notices and Electronic Communications: Any notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's proposal or to Windstream at Windstream, Attn: Correspondence Division, 1720 Galleria Blvd., Charlotte, NC 28270, windstream.business.su�portCa�windstream.com or at such other address provided to the other party. CUSTOMER AGREES THAT WINDSTREAM MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING WINDSTREAM'S SERVICES; (b) Aoolicable Law: Venue: This Agreement is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that state's conflict of laws principles. If this Agreement covers multiple states, then it 9s subject to Nebraska law, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of federal courts in the state in which the Services are provided (or federal courts in Nebraska, if the Agreement covers multiple states) so long as diversity and the amount in controversy requirements are met, or a federal question is at issue; (c) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT; (d) Statute of Limitations: No claim may be asserted by either party against the other with respect to any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted; the foregoing statute of limitations is not applicable to bi4ling disputes, which are governed by the timeframe for disputes described in Section 4; (e) Assignment: Either party may assign this Agreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide Windstream with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes. Otherwise, Customer may not assign its rights and obligations under this Agreement without Windstream's advance written consent. Any attempted assignment in violation of this provision is void; (fl Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement; (g) Publici : Customer agrees that Windstream may publicly disclose that Windstream is providing Services to Customer and may include Customer's name in promotional materials, including press releases; (h) Waiver: Either party's failure to enforce any right or remedy available under this Agreement is not a waiver; (i) Severability: If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect; Q) Survival: Sections 16 through 21 survive after this Agreement ends; (k) Handwritten Chanaes: Handwritten changes are not binding on either parly; (I) Use of Products in U.S. Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At Windstream's request, Customer shall sign written assurances and other export-related documents as may be required for Windstream to comply with U.S. export regulations; (m) Representation on Authoritv c>f Parties/Signatories: Each person signing this Agreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the pertormance of such party's obligations hereunder have been duly authorized in accordance with its corporate governance documents and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms; (n) Confidentia{itv: Except when this Agreement is required to be filed with a governmental authority or as may otherwise be required by local, state or federal freedom of information laws, the parties agree that this Agreement contains proprietary and confidential information and shall not be disclosed publicly to any third party except the such dealer(s) or agent(s) of Windstream that are negotiating with Customer in order to execute this Agreement. 22. Service Specific Provisions: For Dynamic ►P Services only: Customer represents and warranties that it will immediately notify and post alternative dialing instructions to its end-users if any restrictions or limitations to access emergency 911 services a result from its actions including but not limited to: (a) Extending the origination of outbound calling capabilities of the Dynamic IP service outside of the Windstream Dynamic tP-serviceable area by means of private circuits, wireless service, public networks, the public Internet or other means; (b) Implementing call routing schemes within its applications, systems or networks which may prevent access to emergency services; or (c) Implementing call routing schemes within it applications, systems or networks which may route outbound emergency 911 calls to Public Service Answering Points (PSAPs) other than the PSAP servicing the calling party end-user location. Customer agrees to indemnify and hold Windstream harmless from all claims, causes of action, damages and judgments arising from restrictions or limitations to access emergency 911 services as a result of customer's actions or inactions in ensuring that a11911 dialed calls are routed to the proper PSAP using Windstream's dynamic IP service. For Managed CPE Firewal/ Services only: Authorizafion to Perform Testina. Certain laws and regulations prohibit the unauthorized penetration of computer networks and systems. Customer hereby grants Windstream the authority to access Customer's networks and computer systems solely for the purpose of providing the Managed CPE Firewall Service. Customer acknowledges that the Managed CPE Firewall Service constitutes permitted access to Customer networks and computer systems. In the event one or more of the IP Addresses Customer gives to Windstream are associated with computer systems that are owned, managed, and/or hosted by a third party service provider ("Host"), Customer agrees to: (i) notify Windstream of such Host arrangement prior to the commencement of any Managed CPE Firewall Service; (ii) obtain HosYs written consent for Windstream to provide the Managed CPE Firewall Service on Host's computer systems, which includes acknowledgement of the risks and acceptance of the conditions set forth herein; (iii) provide Windstream with a copy of such consent, acknowledgement and acceptance; and (iv) facilitate any necessary communications and exchanges of information beiween Windstream and Host in connection with the Managed CPE Firewall Service. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all c{aims, losses, liabilities and damages, including reasonable attorney's fees that arise out of Customer' s failure to comply with this section. Customer will indemnify and hold Windstream and its suppliers harmless from any and all third party claims that arise out of the testing and evaluation of the security risks, exposures, and vulnerabilities of the IP Addresses that Customer provides. Customer acknowledges that the Managed CPE Firewall Service entail certain risks including the following possible negative impacts: (i) excessive log file disk space may be consumed due to the excessive number of log messages generated by the Managed CPE Firewall Service; (ii) performance and throughput of networks and associated routers and firewalls may be temporarily degraded; (iii) degradation of bandwidth; and (iv) Customer computer systems may hang or crash resulting in temporary system unavailability and/or loss of "' "' data. With regard to any soflware components of the Firewall Device, Customer agrees it will not: (i) use or make any copies of the software; (ii) reverse engineer, decompile, or disassemble the software; (iii) sell, resell, transfer, license, sublicense, or distribute the software; or (iv) create, write, or develop any derivative software or other software program that is based on such software. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees, which arise out of Customer's failure to comply with the foregoing. Customer Signature: Page 7 of 10 APPLICATION FOR CREDIT Representative: Kolhoff, Jennifer R windstream Representative Phone: 904-421-6460 • e • Customer Name: Village of Tequesta Tax Exempt Status: Federal Tax ID or SS Number: EMR: $355.00 Notice Address: 357 Tequesta Dr Years In Operation: Number Of Employees: City: TEQUESTA State: FL Zip: 33469-3088 Business Structure: Nature Of Business: • �.. .. Company Name: Address: City: State: Zip: • • • e Contact Name: Tony DeLuca AP Contact Name: Contact Phone: 904-725-7483 AP Contact Phone: Contact Fax: AP Contact Fax: Contact Email: AP Contact Email: Principal/Partner/Officer Full Name: Title: Bank Name: Address: Bank Contact Name: C �� : Bank Contact Phone: State: Bank Contact Fax: Zip: Account Number: � Vendor Account Number . Phone Fax Contact 1. Address: 2. Address: 3. Address: Current Local Telco: Current LD Carrier: Authorization Acce�ted By Customer I hereby represent that I am authorized to submit this application on behalf Signature: of the Customer named above, and the information provided is for the purpose of obtaining credit and is warranted to be true. I/We hereby printed Name: authorize Company, and its a�liates to investigate the references listed pertaining to my/our credit and financial responsibility sold. I further Title: represent that the customer applying for credit has the financial ability and willingness to pay for all invoices with established terms. Date: Page 8 of 10 windstream� srnart solur�ons_ personaliz�d ser✓�r.e. LETTER OF AUTHORIZATION I am the Customer of Record or the Authorized Representative responsible for payment for each of the telephone numbers listed herein. I appoint PAETEC Communications, Inc., on behalf of itself and its a�liates� ("PAETEC") a Windstream company to act as my agent for the purpose of collecting account information (including service records and equipment listings) and implementing the change(s) authorized on this document and to investigate my credit history to the full extent permitted by applicable law. I understand that I may only select one local exchange carrier and one primary interexchange carrier for any one telephone number for the services selected below. Further, I understand that my current local exchange provider may charge a per-line fee for changing long distance carriers. Other charges for switching local exchange carriers may apply. When accompanied by a signed service agreement, I authorize PAETEC to act as my agent for the purposes of coordinating, ordering, and/or converting of the specific telecommunications service(s) that my existing telecommunications carrier(s) provide to me. I hereby authorize the change of my telecommunications carrier(s) from thaUthose which I am currently using to PAETEC for each of the service types that I have designated below and in my service agreement. This includes without limitation the removal, addition, rearrangement or conversion of those telecommunications services to PAETEC. I acknowledge that I must not cancel service with my current provider until the port process to PAETEC is complete. To the extent I have any duplication of service with my current provider, I understand that I am responsible for canceling such service with my current provider upon completion of service activation with PAETEC. ---------------------------------------- INSTRUCTIONS: LIST ALL APPLICABLE BILLING TELEPHONE NUMBERS ("BTNs and all associated telephone numbers") IN TABLE 2 BELOW OR LIST THE MAIN BILLING TELEPHONE NUMBER BELOW AND ATTACH A DOCUMENT IDENTIFYING ALL ASSOCIATED TELEPHONE NUMBERS SUBJECT TO THIS LOA; THEN MARK EITHER TABLE 1 OR COMPLETE THE REMAINDER OF THE BLOCKS IN TABLE 2. 1 hereby select PAETEC as my primary provider of: (7) ALL of the services selected in Table 1 below for all the BTNs listed in Table 2 below: Table 1 Local Service IntraLata Toll Service In-State Long Domesric Long International Distance Distance OR � � � � � (2) on a per line basis, only the selected services for the following BTNs: Table 2 BTN (Billed Telephone Number) (use additional Local Service IntraLata In-State Long Domestic Long International sheets for more BTNs) Toll Service Distance Distance ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ THIS AGREEMENT WILL REMAiN 1N EFFECT UNTIL REVOKED IN WRITING BY THE CUSTOMER. Authorized Customer Signature: Date: Customer Name: Telephone Number: Customer Address: Federal Tax ID Number: City, State, Zip: D.B.A (if applicable): *or the following Windstream companies: US LEC CORP. d/b/a PAETEC Business Services; US LEC COMMUNICATIONS L.L.C.. d/b!a PAETEC Business Services; US LEC OF ALABAMA LLC d/b/a PAETEC Business Services; US LEC OF FLORIDA LLC d/b/a PAETEC Business Services; US LEC OF GEORGIA LLC d/b/a PAETEC Business Services; US LEC OF MARYLAND LLC d/b/a PAETEC Business Services; US LEC OF NORTH CAROLINA L.L.C. d/b/a PAETEC Business Services; US LEC OF PENNSYLVANIA L.L.C. d/b/a PAETEC Business Services; US LEC OF SOUTH CAROLINA L.L.C. d/b/a PAETEC Business Services; US LEC OF TENNESSEE L.L.C. d!b/a PAETEC Business Services; US LEC OF VIRGINIA L.L.C. d/b/a PAETEC Business Services, PAETEC Communications of Virginia, Inc., McLeodUSA Telecommunications Services, L.L.C. d/b/a PAETEC Business Services and McLeodUSA Information Services, L.L.C.; Intellifiber Networks, Inc.; Cavalier Telephone L.L.C. d/b/a PAETEC Business Services; Cavalier Telephone Mid-Atlantic L.L.C. d/b/a PATEC Business Services; Talk America, Inc. d/b/a Cavalier Telephone and PAETEC Business Services: Talk America of Virginia, Inc., d/b/a Cavatier Teiephone and PAETEC Business Services; LDMI Telecommunications, Inc. d!b/a Cavalier Telephone and PAETEC Business Services; Network Telephone Corporation d/b/a PAETEC Business Services; The Other Phone Company, Inc d/b/a PAETEC Business Services. Page 9 of 10 windstream. PAETEC, a Windstream company Unlimited LATA Wide Calling Normal Use Policy Uniimited LATA Wide Calling service is provided primarily for live conversations between two individuals within your Local Access Transport Area (LATA). Unusual calling patterns, excessive cali forwarding, excessive numbers dialed and/or consistent excessive usage will be considered indicators that your use may be inconsistent with normal use by other PAETEC customers subscribing to IntraLATA service. If it is determined that your usage is inconsistent with normal usage you will be required, at PAETEC's discretion, to (a) pay the rates for the service, feature or plan that would apply to the way you used the service, feature or device, (b) change to a more appropriate plan or (c) terminate the plan. Customer Signature: Page 10 of 10 Windstream Customer Site Survey New Customer Company Name: Vllla e of Te uesta 5785986 New Customer Install Address: City, State and Zip Code: Billing Company Name: Customer Billing Address: City, State and Zip Code: Company Narrve Contact Name Contact Number E-mail Address Phone Hardware Vendor Data Vendor Consultant Contact Info. Universal Telecommunications Judi Mitchell (954) 570-9900 jmitchell(a�universal-tel.com Customer Local Contact Village of Tequesta After Hours Contact Village of Tequesta Billing Contact Village of Tequesta Current Provider, Local EarthLink N/A N/A N/A Current Provider, L.D. EarthLink N/A N/A N/A Current Provider, Data EarthLink N/A N/A N/A LOCATION INFORMATION Descri tion Y/N QTY. Details New Buildin N/A Customer Movin Into N/A Customer has Backboard N/A Customer has Ground N/A Customer has Electricit N/A Demarc Location N/A N/A CUSTOM�ER'S CONFIGURATION INFORMATION Ou±bound Caller ID Name Max '15 Di its 9n�iudin spaces � Description y/N QTY. Details Portin Numbers or DID's Y 302 Portin from EarthLink 7 Di it DNIS New Numbers N New DID Numbers N RCF Numbers N Account Codes Y 6 Di it Verified Allow International Calls N/A Voice-Mail from Nuvox N Toll Free Numbers N Toll Free Bill Cop N/A N/A Required in order to port Toll Free numbers from another carrier. Static IP's Y 3 5 Usable Special Comments: � IVIPLS VPN wi ndstream� .�!!� � � _ ,. �'� _ :. . , . . . .. .� _ __ .._: . __. _..... :.._ �: _, � .T._._ .__.: -__.__._ Customer Name VlLLAGE OF TEQUESTA EAN 4545645 - TEQUESTA DR Install Street Address 357 TEQUESTA DR City, State, Zip TEQUESTA, Florida , 33469 Main Telephone Number (561)746-0004 Market WEST PALM BEACH Contact Name Brad Gomberg Proposal ID 2549964 Account Representative Scott Gonzalez Proposal Type New Dealer Name Telrite Communications Term 3 Years Consult Effective Date 05 Nov 2014 - - - -- .; __ , __ ,,r . _ _ �. .. _ . � �--- � r _ � _ _ ' - .-.� ��?"Yt �R`: �1M .-��: y T,t«i:��.�. .. .. , .;�•' � ._.__... . . ... .. ' 'S . . � ' • . � Transport T1 2 __ �� MPLS VPN Bandwidth 3 Mbps __ Quality of Service (QoS) 3 Mbps __ Total Services $381.06 _ __ _ _ __ _ _ _ - -, : :�..�s...ti.::��.�::, � _ WIN Network Portal 1 1 $.00 Bandwidth Data Features Data Equipment Maintenance -- 1 $10.95 Block of 8 IPs 1 $8.00 Total Features $18.95 _ � � � P ,, . , . ,,. , . . ,, - , . . _ - - .., .._...-Tw_. >.� _ . .. . �� . � � -. , e r , n • •.�a, v.., 1 ��:., ,� , . ,.. ,„�_., , .._..._ .. _..__. . ._.. . ...... _. . .... . ... _ ._.. . .. . .. .._ _ Totai Other Charges (Non-Recurring) $.00 _. _ _ ___ . ___ _._.___ _ _ _ _. _ __ __ y , *.� ,� '��. .. .r: �-----�--. ..----� -.- . _...�. ._.. . ,.�,;� :�� ..�. �.�. ._ _ .;�.o-�.. Total Monthly Recurring Charges $400.01 In the event Customer makes changes to its services during the initial term of agreement, Customer is responsible for maintaining a Minimum Monthly Commitment of 85% of the Total Monthly Recurring Charges. Minimum Monthly Commitment $340.01 —___ _ _. _ _ ._'___ .____.. �.__..... This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto. 1'our signature constitutes your acceptance of the Proposal and your agreement to the Windstream Service Terms and Conditions. OS Nov 20141227:28 ET Authorized Customer Initial Page: 1 _ __ ._ ,- -- _ .. _ _ _ _ __ ___ - _ - - - •-,��'�`��-�`�=�'.. �_._�.,�r,__._ ;, -_--�. CUSTOMER WINDSTREAM Signature: Signature: sGO�� . G4l'ILG��L Printed Name: Printed Name: SCOtt S. GOIlz8lez Titie: Titie: Channei Manager Date: Date: 11 / 5/ 2014 OS Nov 2014 122728 ET Page: 2 �� Peace of Mind windstream� � ;� :�� s3-.f��:is . _� . . �, • - . - -- . . - _;. �_ ��*:� - ' ` _ , . Customer Name VILLAGE OF TEQUESTA EAN 4545645 - TEQUESTA DR Install Street Address 357 TEQUESTA DR City, State, Zip TEQUESTA, Florida , 33469 Main Telephone Number (561)746-0004 Market WEST PALM BEACH Contact Name Brad Gomberg Proposal ID 2549976 Account Representative Scott Gonzalez Proposal Type New Dealer Name C o Irite Communications Term 3 Years Effective Date 05 Nov 2014 _ __ _ _ ___._ -.-- - -.___ _. __.__._ _ _ _ _. __ _ _ _. ._------- _._..__ __ . _ .. � - - � � � � �� • ._ .. .�.. � Business Line 6 Peace of Mind Total Services $129.99 ,e� �� _ _. , - _ . � �: �.,.. , Voice Local Features Call Forward UniversalNariable 6 6 $.00 Caller ID 6 6 $.00 Directory Listing (Non-Pub) -- 1 $2.00 Voice Long Distance Features Long Distance Minute -- 1 $.05/min Total Features $2.00 ___....._ . _ __ __.__ • - . .- . . . �: � � : �,. _ ... _ . a ,, . _ -- -- -- - � ._ � � � Total Other Charges (Non-Recurring) $.00 _. _ _ _ _ __ Total Monthly Recurring Charges $131.99 Total Non-Recurring Charges $.00 in the event Customer makes changes to its services during the initial term of agreement, Customer is responsible for maintaining a Minimum Monthly Commitment of 85% of the Total Monthly Recurring Charges. Minimum Monthly Commitment $112.19 This Proposal is subject to and controllec; by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto. Your signature constitutes your acceptance of the Proposal and your agreement to the Windstream Service Terms and Conditions. OS Nov 2014 12:47:09 ET Authorized Customer Initial Page: 1 __ � _ . _ _ _ _ _ _ _ . .__ -_ _--- - _ _. . _ _. _ _ _ __...�,_..._ -� - : .. �� .. � < _ ._ ...: .. _. - � - . . _ .. . _ .._.. - ___ - — _____ - :�:�_ . _ CUSTOMER WINDSTREAM Signature: Signature: cSGO�� . G01?LG��L Printed Name: Printed Name: SCOtt S. GOnZalez Tit�e: Tit�e: Channel Manager Date: Date: 11 / 5/ 2014 OS Nov 2014 12:47:09 ET Page: 2 wi ndstream� smart solutions. personalized serwce AMENDMENT TO CUSTOMER SERVICE AGREEMENT This Addendum is entered on this day of , 201 , between the Windstream legal entit(ies) providing the Services to the Customer as identified on the Customer's bill ("Windstream") and VILLAGE OF TEQUESTA - 7EQUESTA DR )("Customer"), and amends Customer Service Agreement ("CSA") entered between Windstream and Customer ("Parties") as of the same date. The CSA shall be deemed amended to include the following: PEACE OF MIND GllARAIdTEE Nofinrithstanding anything contained in the CSA to the contrary: (i) if Customer purchases a Business Bundle with a term of twenty-four (24) months or greater, Customer reserves the right to terminate such Services if Customer suffers a business downturn due to conditions out of its direct control causing Customer to close business operations entirely ("Ctosure"), or relocates its business to a new location or coverage area where Windstream is unable to provide Services ("Relocation"). Notice of such Closure or Relocation shall be provided to Windstream thirty (30) days prior via written notice to the address specified in the CSA. In such event, Customer shall not be liable for liquidated damages or any early termination liability as a result of such termination; however, Customer shall be liable for payment for services rendered through the effective termination date. This Section is limited to the location set forth affected by the Closure or Relocation. If Customer ports all or a portion of its Services to another provider, this provision is inapplicable; and (ii) in the event Windstream advertises a new Business Bundle promotion for a lower advertised rate than the rates received by Customer, Customer can opt to receive the newly advertised rates, provided Customer agrees to renew the term of services for an additional twenty-four (24) months. Peace of Mind Guarantee does not apply to Managed Router, Ethemet Internet Services, MPLS, Hosted Voip, Voip or Data Services. Except as modified in this Amendment or any other Amendment executed prior to this Amendment, all other terms and conditions of the CSA remain in full force and efFect. In the event of any conflict between the CSA and this Amendment, the terms of this Amendment shall control. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized representative. Windstream Customer By� �SGOt� �S. GOl?LG�L B y' Name: SCOtt S. Gonzalez Name: Tit�e: Channel Manager Title PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstream� smart solutrons. personalized service. WINDSTREAM SERVICE TERMS AND CONDITIONS These terms and conditions apply to the provision of all telecommunications and related services ("Services") by Windstream' ("Windstream") to Customer under the proposal to which these terms and conditions are a part. These terms and conditions and Customer's proposai/sales order, and any service specific schedules form the agreement ("Agreement"). The Services will be offered in each area to the Customer by the Windstream affiliated entity authorized to provide the Services in the applicable jurisdiction. 1. Term and Renewal. This Agreement is effective on the date identified on the proposal ("Effective Date") and will continue for the term set forth in the proposal from the date that Services are installed until either terminated pursuant to the provisions below or replaced with a new agreement (the "Term°). Upon expiration of the Term, this Agreement will automatically renew for successive one-year terms. (each, a"Renewal Term") until terminated or cancelled pursuant to its terms. In the event a Customer provides written no6ce of its intent not to renew but does not terminate Services hereunder, Windstream shall have the option of continuing to provide such Services on a month-to-month basis, priced at Windstream's then current monthly rates. 2. Charges for Services; Billing and Payment. Customer is responsible for paying all charges that apply to the Services ordered on a proposal or used on a per-use basis by Customer, including items such as features, installation, labor, repair, long distance, and directory or operator assistance as specified on the proposal or set forth in Windstream's Price Lists or Tariffs. Customer is responsible for taxes, surcharges, fees, and assessments that apply to the sale and use of Services, including how those may change in the future and regardless of whether such charges are identified in the Agreement. Windstream will bill Customer monthly for the Service, and all bills are due and payable upon receipt. Payment will be considered late if not paid by the due date reflected on the invoice. All amounts payable by Customer shall be made without setoff or counterclaim and without deduction. Billing at a location will begin upon the earlier of (i) the installation date (which may be the date administrative access to certain software- based Services is granted to Customer); (ii) thirty (30) days after de4ivery of the applicable facil'ity and/or equipment to the Customer premises (if the delay in connection of the facility and/or equipment is due to Customer or its agent); (iii) the date the Company notifies a Customer that Service is available for use by Customer; (iv) the date that Service would have been available for use by Customer if Customer had fulfilled its pertormance obligations required to provision the Service; or (v) the date that installation of MPLS services is complete at the second site in an MPLS network; however, Windstream may choose to bill in full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle.lf installation of off-net Services is delayed due to action or inaction by Customer, then Customer shall be responsible for all associated third-party provider charges. In certain service areas, paper bills are available only upon request and for a monthly charge and billing for usage will round up to the next cent. If Customer authorizes payment by credit or debit card, then Windstream wilt not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing. WINDSTREAM RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES ("MRCS") ON AT LEAST THIRTY (30) DAYS' NOTICE AND OTHER RATES AT ANY TIME. 3. Service Outage Credits. For Windstream's business-grade local and long distance voice telecommunications services, T1 and higher facility network Internet access and private networking services, Customer will receive a credit of 1/30th of the MRC for that month for each day that Customer has a Service Outage, defined below. Only the Service affected by the Service Outage will be eligible for a credit. Credit is based upon the length of time Customer is without Service. Credits in any single month cannot exceed the MRCs for Service that was affected by a Service Outage in that month. For purposes of this Agreement, a"Service Outage" is defined as the complete inability to: (i) make or receive calls; (ii) access the Internet for the purpose of sending or receiving Internet traffic; or (iii) send or receive data across a Windstream supported private network. In the event Customer rents equipment or orders data center services from Windstream, such equipment and services shall not be considered "Services" for purposes of service credits under this Agreement. 4. Disputes. To dispute a bill, Customer must do so in good faith and deliver to Windstream in writing the specific basis for such dispute within sixty (60) days after the date on the bifl. If Customer does not follow this dispute process, the dispute shall be deemed waived. 5. Partial Payments; Late Payments. Windstream may accept any payments Customer marks as being "payment in full" or as being settlement of any dispute without waiving any rights Windstream has to either collect the full payments from Customer. Customer is responsible for paying all costs and fees Windstream incurs as a result of collecting Customer's unpaid charges. If Windstream does not receive full payment when due or does not receive payment in immediately available funds, Windstream will add a late payment fee to the amounts owed and will calculate such fee as the total owed times interest at the maximum rate allowable by law. 6. Credits and Deposits. Customer authorizes Windstream to ask credit-reporting agencies for Customer's credit information. Windstream may require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer increases Services or Customer's credit rating changes. The deposit will be refunded if satisfactory credit has been established or upon termination of this /�qreement for any reason, except that Windstream at its discretion may apply the deposit to any amount due and unpaid by Customer. 7. Services Location; Moves. Customer is responsible for providing an environment that is suitable for the Services, including equipment that is compatible with Windstream's network. Customer shall provide Windstream with the correct address to obtain Services, because Windstream relies on such information to determine which taxes, fees, surcharges and assessments apply to the Services. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments and penalties related thereto: Customer will notify Windstream if Customer's address changes, in which case Windstream may either (a) terminate the affected Services, or (b) allow Customer to provide sixty (60) days' advance notice to Windstream to move Services to a new location and pay any applicable installation charges. Customer will enter into a new agreement for such new location, or Windstream will apply the liquidated damages set forth in Section 15 for the terminated location. Charges, including reasonable administrative costs and fees incurred by Windstream may apply as a result of Customer's move, in addition to a change in MRCs. � WindsVeam is defined for purposes of this Agreament ta mean Windstream CommunicaGons, Inc. or such auMorized Windstream aff�Iiated entity providing Services to Customer as identified on Customer's bill. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstream� smart solutrons. personafized sen�ice. 8. Windstream-Provided and Owned Equipment. Any equipment installed by Windstream on Customer's premises that is not the subject of a sale to Customer (such as the CSU/DSU, intertace cards, Channel Bank and routers, if applicable) shall remain at all times the property of Windstream. Equipment shall remain in good condition, less normal wear and tear. Windstream shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse Windstream for the cost of any necessary repairs. Customer shall provide Windstream reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If Windstream does not have access to Customer's premises within thirty (30) days after Customer terminates this Agreement, or if Windstream requests Customer return the equipment and Customer does not return the equipment to Windstream within thirty (30) days of termination, Customer shall reimburse Windstream for the full purchase price of the equipment as well as any attorney's fees and costs. Customer shall pack and ship the equipment in such a way so as to limit and/or avoid damage to the equipment. In the event the equipment is damaged in shipping, Customer shall be responsible for the cost to replace the equipment. For the avoidance of doubt, Customer is responsible for maintaining all equipment on its premises not provided and/or owned by Windstream and ensuring such equipment is compatible with Windstream's network. All terminal equipment must be registered with the Federal Communications Commission ("FCC") under 47 C.F.R. Part 68, and all wiring must be installed and maintained in compliance with those regulations. 9. Disconnection of Current Provider; Special Construction; Third Party Charges. Customer is solely responsible for disconnecting Services with its current service provider. Windstream is not responsible for any charges assessed against Customer by such provider. Customer shall pay all charges if Windstream or a third party provider is required to extend the demarcation point or undertake special construction for Customer. Unless Windstream specifically agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for all charges assessed by its phone system vendor and other third parties in connection with the installation of the Services and Windstream shall have no responsibility for maintenance or repair of same. 10. Third Party Software . As part of the Services, Customer may be allowed to use certain soffinrare and related documentation developed and owned by Windstream's third-party software licensors (collectively, the "Software°). This Software is neither sold nor distributed to Customer and Customer may use it solely as part of the Services and for no other purpose. Customer may not and agrees not to: (i) transfer such Software outside the Services or to any other person or entity; (ii) make copies of the Software, either through a virtual snapshot of the server containing the Software or otherwise; or (iii) transfer the Software outside of Windstream's infrastructure and/or premises. Further, Customer agrees to provide Windstream with evidence that its use of the Sofiware is in compliance with the Agreement and/or third-party software licensor's terms from time to time during the Term as requested by Windstream. If Customer fails to provide such evidence when requested, or is otherwise not in compliance with the Agreement and/or third-party software licensor's terms, Windstream may, at its sole option suspend or terminate the Services that include the Software. For the avoidance of doubt, Windstream's Sofiware licensors are not responsible for providing any support in connection with the Services or the Software. 11. Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH WINDSTREAM, CUSTOMER WILL BE REQUIRED TO COMPLETE A CLICK-THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT httn://www.windstream.com/legal/ Gooyle Aoqs Premier Edition License.odf PRIOR TO USING THE RELEVANT SERVICES. Windstream may cancel Google Services at any time on thirty (30) days' notice and, at Windstream's option, may either terminate such Google Services altogether or move Customer to a similar platform. In the event that Windstream or Customer terminates the Google Services or downgrades or cancels Google Services, Customer is solely responsible for downloading all of its information to its computer within thirty (30) days. 12. Government Funding Customer must notify Windstream of all restrictions, requirements and reporting obligations to which Windstream could become subject pursuant to any government program before Windstream provisions Services to Customer. Customer will not use such funds, including stimulus funds, grants or loans, in whole or in part, to support its performance under this /�qreement without Windstream's prior written consent regarding any specifically applicable terms. If Customer fails to provide such prior written notice to Windstream of government funding or if Windstream does not consent to the use of such funding, then Windstream has the right, in its sole discretion, to reject any order or terminate this Agreement and/or any applicable Services, without liability or obligation to Windstream. If Customer requests government funds for payment of Services under this Agreement and such funding request is denied, Customer shall remain responsible for one-hundred percent (100%) of the cost of Services. 13. Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND INCORPORATES THE FOLLOWING BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (I) THE TERMS AND CONDITIONS OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE WEB-POSTED PRICE LISTS OR TERMS AND CONDITIONS (EITHER "PRICE LISTS") POSTED AT httn•//windstream com/documents/detariffedservices odf (III) FOR INTERNET, THE "ACCEPTABLE USE POLICY" POSTED AT htta•1lwww2 windstream neUcustomersupportJusersguide/acceptlacce t� AND THE "PRIVACY POLICY" POSTED AT htto://www.windstream.com/ rivacy.asox; AND (I� IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES (I.E., ONLINE BACK UP SERVICES, TECH HELP, ETC), CUSTOMER WILL BE REQUIRED TO CLICK-THROUGH AGREEMENTS RELATED TO THOSE SERVICES (CLICK-THROUGHS) PRIOR TO ACCESSING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS AGREEMENT. This Agreement, the documents incorporated by reference and any addendums entered between the parties constitute the parties' entire Agreement. This Agreement may be amended only in a writing signed by authorized representatives of each party. This Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any Windstream employee or agent. In the event of any conflict between the provisions of this Agreement and any of the documents incorporated by reference, the provisions of the Google License shall control for Google Services, followed by the Tariffs and Price Lists or Value-Added Services click-through agreements for applicable Services, this Agreement and then the Acceptable Use and Privacy policies. This Agreement may be signed in counterparts, and facsimile or electronic scanned copies may be treated as original signatures. Windstream also may execute this Agreement via a verifiable electronic signature. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstream� smart solutions. p8rsonalized serv�ce. 14. Termination. Either party may terminate this Agreement by providing at least thirty (30) days' notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this Agreement and such other party fails to cure within thirty (30) days after written notice. Notwithstanding, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after written notice. Customer's right to terminate for cause is limited to termination of the affected Services at the affected location only. In the event Customer rents equipment from Windstream and Customer terminates network Services pursuant to this section, Customer shall remain obligated to fulfill the remainder of the applicable equipment schedule term. Windstream may limit, interrupt, suspend or terminate Services immediately if: (a) after any required notice, Customer has not paid for Services, or has failed to pay a deposit or advance payment requested by Windstream; or (b) Customer uses the Services in an adverse manner that affects Windstream's network or other customers, Customer or others have used the Services fraudulently or unlawfully while on Customer's premises or via Customer's equipment or while the Services are under Customer's control, or there otherwise occurs an event for which Windstream reasonably believes that the suspension or termination of Services is necessary to protect Windstream or Windstream's other customers from an imminent and significant operational, financial or security risk, in which case Windstream will provide advance notice if practicable ; or (c) Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services; or (d) Customer resells any Services or uses the Services to aggregate other persons' traffic; or (e) Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider; or (fl Customer fails to comply with any applicable regulations or statutes and does not cure such failure to comply within ten (10) days of receiving notice from Windstream; or (g) if Customer impersonates another person, uses obscene or profane language or is abusive or harassing when communicating with Windstream representatives, and fails to stop the behavior after receiving a written or verbal warning from Windstream. In addition to the termination rights of Windstream set forth above, if Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services (including, but not limited to, circumstances in which Windstream is receiving traffic from Customer that originates from a location other than the local calling area associated with the customer's service location or Customer is terminating large volumes of calls to areas in which the cost to terminate such calls is high or to a toll-free number, or when ten percent (10%) or more of Customer's calls are six (6) seconds or less, and/or when more than forty percent (40%) of call attempts are uncompleted per trunk group and DSO/DSO equivalent), and whether or not such use of the Services is due to Customer or a third party accessing Customer's Services or Equipment fraudulently, Windstream may: (v) charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative costs and any charges from other carriers; (w) charge an additional price per minute in Windstream's discretion for each call that violates this provision; (x) restrict or cancel use or convert customer to another plan; (y) require customer to pay for the excessive use immediately and make a deposit; and/or (z) void any applicable price guarantee. Windstream may restore service if customer corrects the violation and pays all outstanding amounts owed, including restoration charges. Prior to installation of Services, Windstream may attempt to verify the availability of facilities, and in the event that Windstream deterrnines in its sole discretion that facilities are not economically or technically feasible, Windstream has the right to terminate this Agreement without liability. 15. Effect of Termination. a. Pre-Installation- - If Customer terminates this Agreement after the Effective Date but prior to the installation of Service(s), Customer will pay Windstream a Pre-Installation Cancellation Charge ("Cancellation Charge") equal to three (3) months of MRCs except that if Windstream's costs to other providers are greater than this amount, Customer shall also reimburse Windstream for such costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by Windstream to prepare for installation. The Cancellation Charge set forth in this Section 15(a) is in lieu of the charges set forth in 15(b) below for post-installation cancellations. b. Post-Installation- - CUSTOMER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERVICES FOR THE TERM OR RENEWAL TERM. AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF WINDSTREAM'S TERMINATION FOR CUSTOMER'S BREACH, CUSTOMER SHALL PAY TO WINDSTREAM AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE TERMINATED SERVICES MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR RENEWAL TERM ("LIQUIDATED DAMAGES"). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE fNCURRED BY WINDSTREAM, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY WINDSTREAM TO INITIATE OR TERMINATE THE SERVICES, THIRD PARTY COSTS, USE OF LIMITED NETWORK RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS OR CREDITS GRANTED. If Customer's proposal includes Monthly Minimum Charges or Fees ("MMCs" or "MMFs") and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below the MMC or MMF for that location, Customer will pay the MMC or MMF every month in lieu of the Liquidated Damages set forth above. If Customer's proposal does not includes MMCs or MMFs and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the Liquidated Damages set forth above. Additionally, if Customer received a bundled rate for the disconnected Service(s), then Customer's charges may be adjusted by Windstream to the unbundled service rates. 16. Limitation of Liability. FOR PURPOSES OF THIS SECTION, AND THE FOLLOWING SECTIONS DESCRIBING INDEMNITY, DISCLAIMER OF WARRANTIES, AND EMERGENCY. CRITICAL LINES SECTIONS, "WINDSTREAM" INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF WINDSTREAM RESELLS SERVICES. A. WINDSTREAM'S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY SIX (6). IF CUSTOMER'S SERVICE IS INTERRUPTED, WINDSTREAM'S LIABILITY WILL BE LIMITED TO A PRO-RATA CREDIT FOR THE PERIOD OF INTERRUPTION. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT WINDSTREAM'S LIABILIN AS PROVIDED HEREIN. UNDER NO CIRCUMSTANCES WILL WINDSTREAM BE LIABLE FOR ANY ACCIDENT OR INJURY CAUSED BY SERVICES, ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST BUSINESS PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. wi ndstream version 06.13.14 smari solutions. personalizecJ service. OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES OR FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND WINDSTREAM'S REASONABLE CONTROL. WINDSTREAM IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN, MISUSED, OR THE VICTIM OF FRAUD, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL USAGE, CHARGES, AND LIABILITY INCURRED FOR SUCH LOSS, MISUSE, THEFT, OR THE RESULT OF FRAUD OF SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF WHETHERNVHEN WINDSTREAM NOTIFIES CUSTOMER OF INCREASED USAGE. B. ENTRY ONTO WINDSTREAM'S PREMISES IS AT CUSTOMER'S OWN RISK, AND WINDSTREAM ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM ARISING FROM ANY CAUSE OTHER THAN WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO CUSTOMER DURING SUCH VISIT. WINDSTREAM IS NOT RESPONSIBLE IF EQUIPMENT IS LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL LOSS INCURRED FOR MISUSE, MISHANDLING OR PROVISIONING OF CUSTOMER EQUIPMENT INCOMPATIBLE WITH THE SERVICES, CHANGES MADE 70 THE SERVICES BY CUSTOMER OR A THIRD PARTY NOT AUTHORIZED TO MAKE CHANGES, OR BY WINDSTREAM AT THE DIRECTION OF CUSTOMER. IN NO EVENT SHALL WINDSTREAM BE RESPONSIBLE FOR ANY THIRD-PARTY EQUIPMENT, INCLUDING ANY DAMAGES THAT MAY ARISE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE THIRD-PARTY EQUIPMENT. TO THE EXTENT WINDSTREAM IS LIABLE FOR DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT, SUCH LIABILITY WILL BE LIMITED TO THE THEN-CURRENT BOOK VALUE OF THE DAMAGED EQUIPMENT. EACH PARTY IS RESPONSIBLE FOR INSURING THE EQUIPMENT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS. 17. Indemnity. EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD-PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER 7HIS AGREEMENT. FURTHER, CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS WINDSTREAM FROM AND AGAINST ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH (I) ANY FAILURE BY CUSTOMER OR CUSTOMER'S END USERS TO COMPLY WITH WINDSTREAM'S ACCEPTABLE USE POLICY OR APPLICABLE LAW, OR (II) CLAIMS OF OWNERSHIP OR SUPERIOR RIGHTS TO CUSTOMER EQUIPMENT OR OTHER INTELLECTUAL PROPERTY BY A THIRD PARTY. 18. Force Majeure. Windstream shall be excused from, and shall have no liability, including service credits, with respect to, any delay or failure to pertorm hereunder caused by any event beyond its reasonable control, including but not limited to, (i) cable cuts or common carrier delays; (ii) actions, failures to act or delays by Customer or others authorized by the Customer to use the Service; (iii) failure of power, equipment, services or systems not provided by Windstream including but not limited to other providers' networks and interconnections to or from and connectivity with other Internet Service Providers' networks; (iv) Customer owned or leased equipment or facilities (i.e., Customer's PBX, �ocal Area Network (LAN); (v) during any period in which Windstream or its agents are not afforded access to the premises where access lines associated with the Services are terminated or the Customer elects not to release the Services for testing and/or repair and the Customer continues to use Services; (vi) maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption (Windstream reserves the right to schedule maintenance and upgrades to the network seven (7) days a week from 12a.m. to 6a.m. in the local time zone of the area being worked on without prior notice to Customer or upon reasonable advance notice outside these time frames); (vii) when a Service Outage has not been reported to Windstream or where there is a trouble reported, but no trouble found; and (viii) labor difficulties, governmental orders, civil commotion, acts of God and other circumstances beyond Windstream's reasonable control. 19. Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, SERVICES, EQUIPMENT, AND THE DESIGNATED CUSTOMER AREA ON WINDSTREAM'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON- INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR ANY WARRANTY REGARDING THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR OVER THE NETWORK AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR-FREE SERVICE, TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED. EXCEPT AS EXPRESSLY PROVIDED IN WINDSTREAM'S PRIVACY POLICY, WINDSTREAM HAS NO OBLIGATION TO PROVIDE SECURITY OR PROTECTION FOR CUSTOMER'S PRIVACY, CONFIDENTIAL INFORMATION OR DATA. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY WINDSTREAM'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. 20. Emergency. Critical Lines. CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT PROVIDE ACCESS TO 911 OR TRANSMIT THE LOCATION OR EXTENSION IF CUSTOMER ATTEMPTS TO ACCESS 911 IN AN EMERGENCY Examples include voice over Internet protocol ("VoIP°), Centrex, Allwonc ReachT^" Application ("Allworx ReachT""°), and private branch exchange. Additionally, because T1s and VoIP can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical functions. When using VoIP service or Allworx ReachT"", Customer must timely update changes to their registered loca6on for 911 services. By signing this Agreement, Customer acknowledges that Customer has read this disclosure. By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address, extension or other information to emergency authorities. PRIVATElPROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. w i n ds t re a m � version 06.13.14 smart so/ufrons. personalrzed ser�ice 21. Miscellaneous. (a) Notices and Electronic CommunicationsAny notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's proposal or to Windstream at Windstream, Attn: Correspondence Division, 7720 Galleria Blvd., Charlotte, NC 282T0, �ndstreambusinesscustomersuovortCcDwindstream.com or at such other address provided to the other party. CUSTOMER AGREES THAT WINDSTREAM MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING WINDSTREAM'S SERVICES;(b) Applicable LawThis Agreement is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that state's conflict of laws principles. If this Agreement covers multiple states, then it is subject to Nebraska law, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of federal courts in the state in which the Services are provided (or federal courts in Nebraska, if the Agreement covers multiple states) so long as diversity and the amount in controversy requirements are met, or a federal question is at issue; (c) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT; (d) Statute of LimitationsNo claim may be asserted by either party against the other with respect to any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted; the foregoing statute of limitations is not applicable to billing disputes, which are governed by the timeframe for disputes described in Section 4; (e) AssignmentEither party may assign this Agreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide Windstream with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes. Otherwise, Customer may not assign its rights and obligations under this Agreement without Windstream's advance written consent. Any attempted assignment in violation of this provision is void;(t� Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement; (g) Publici : Customer agrees that Windstream may publicly disclose that Windstream is providing Services to Customer and may include Customer's name in promotional materials, including press releases;(h) Waiver: Either party's failure to enforce any right or remedy available under this Agreement is not a waiver; (i) Severabilitv: : If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect; (j) Survival: Sections 16 through 21 survive after this Agreement ends; (k) Handwritten Changes: Handwritten changes are not binding on either party;(I) Use of Products in U.S.: Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At Windstream's request, Customer shall sign written assurances and other export-related documents as may be required for Windstream to comply with U.S. export regulations; (m) Representation on Authority of Parties/Synatories: Each person signing this Agreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized in accordance with its corporate governance documents and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms; (n)Confidentiality: Except when this Agreement is required to be filed with a governmental authority or as may otherwise be required by local, state or federal freedom of information laws, the parties agree that this Agreement contains proprietary and confidential information and shall not be disclosed publicly to any third party except the such dealer(s) or agent(s) of Windstream that are negotiating with Customer in order to execute this Agreement. 22. Service Specific Provisions: For Dynamic lP Services On/y: Customer represents and warranties that it will immediately notiTy and post alternative dialing instructions to its end-users if any restrictions or limitations to access emergency 911 services a result from its actions including but not limited to: (a) Extending the origination of outbound calling capabilities of the Dynamic IP service outside of the Windstream Dynamic IP-serviceable area by means of private circuits, wireless service, public networks, the public Internet or other means; (b) Implementing call routing schemes within its applications, systems or networks which may prevent access to emergency services; or (c) Implementing call routing schemes within it applications, systems or networks which may route outbound emergency 911 calls to Public Service Answering Points (PSAPs) other than the PSAP servicing the calling party end-user location. Customer agrees to indemnify and hold Windstream harmless from all claims, causes of action, damages and judgments arising from restrictions or limitations to access emergency 911 services as a result of customer's actions or inactions in ensuring that all 911 dialed calls are routed to the proper PSAP using Windstream's dynamic IP service. For Managed CPE Firewall Services On/y: Autharization to Perform Testing_. Certain laws and regulations prohibit the unauthorized penetration of computer networks and systems. Customer hereby grants Windstream the authority to access Customer's networks and computer systems solely for the purpose of providing the Managed CPE Firewall Service. Customer acknowledges that the Managed CPE Firewall Service constitutes permitted access to Customer networks and computer systems. In the event one or more of the IP Addresses Customer gives to Windstream are associated with computer systems that are owned, managed, and/or hosted by a third party service provider ("Host"), Customer agrees to: (i) notify Windstream of such Host arrangement prior to the commencement of any Managed CPE Firewall Service; (ii) obtain Host's written consent for Windstream to provide the Managed CPE Firewall Service on HosYs computer systems, which includes acknowledgement of the risks and acceptance of the conditions set forth herein; (iii) provide Windstream with a copy of such consent, acknowledgement and acceptance; and (iv) facilitate any necessary communications and exchanges of information between Windstream and Host in connection with the Managed CPE Firewall Service. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees that arise out of Customer' s failure to comply with this section. Customer will indemnify and hold Windstream and its suppliers harmless from any and all third party claims that arise out of the testing and evaluation of the security risks, exposures, and vulnerabiiities of the IP Addresses that Customer provides. Customer acknowledges that the Managed CPE Firewall Service entail certain risks including the following possible negative impacts: (i) excessive log file disk space may be consumed due to the excessive number of log messages generated by the Managed CPE Firewall Service; (ii) performance and throughput of networks and associated routers and firewalls may be temporarily degraded; (iii) degradation of bandwidth; and (iv) Customer computer systems may hang or crash resulting in temporary system unavailability and/or loss of data. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 wi ndstream� smart solutions. persvroaHred ser��lce. With regard to any software components of the Firewall Device, Customer agrees it will not: (i) use or make any copies of the software; (ii) reverse engineer, decompile, or disassemble the software; (iii) sell, resell, transfer, license, subiicense, or distribute the software; or (iv) create, write, or develop any derivative software or other software program that is based on such software. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees, which arise out of Customer's failure to comply with the foregoing. Customer Signature: PRIVATE/PROPRIETARY Contains Private andlor Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. Letter of Agency Contact Name: Sales Office: WEST PALM BEACH BTN: Dealer Name: Company Name: Sales Rep Name: Install Address: Order Date: Current Carrier: Additional BTNs: Authorization to Change Service Provider(s) On behalf of the Company, I hereby authorize Windstream NuVox, Inc. and its affiliates to change my Company's provider(s) for the following services from my current telecommunications carrier(s) to Windstream for each of the telephone numbers listed below (check all that are applicable): - - � Local � Intrastate, IntraLATA Long Distance Service (also known as local toll) � Interstate, InterLATA and International Long Distance � Intemet I represent that I am at least eighteen years of age. I also represent that I am the party identified in the account records of my local telephone company as responsible for payment or that I have the authority to change telecommunications carriers for each of the telephone numbers identified herein. I understand that I have the right to obtain telecommunications services individually. I also understand that I may designate only one local exchange carrier, one intraLATA carrier, and one interLATA carrier per telephone number. I also understand that by checking beside the services listed above that Company's preferred carrier for the selected services will be changed, but only for those numbers set forth below. I understand that the monthly rate plan does not include taxes or applicable regulatory fees. I choose Windstream to act as my agent in order to effectuate the change(s) and authorize Windstream to handle on my behalf all arrangements, including ordering, changing, and/or maintaining my service, with my local telephone company(s), interexchange carriers, joint user group(s), equipment vendor(s) and consultant(s). By designating Windstream to act as my agent, I do not permit Windstream to change my service to a carrier other than Windstream. In addition, I authorize Windstream to issue all necessary instructions to the foregoing for the purpose of fulfilling its agency on my behalf. This agreement will remain in effect until revoked in writing by the Company. Numbers: I I understand that I may consult Windstream Communications, Inc. as to whether a fee applies to change from the Company's current telecommunications carrier(s) to Windstream Communications, Inc. Company Signature: Date: I understand that by signing above, Company's preferred provider for the telecommunications service(s) checked above will be changed for the telephone number(s) specified above. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. wi ndstreamo Legal & Regulatory—Customer Service Record Authorization rnnnectirrgbusinessto6uslness Page 1 of 1 REQUEST FOR RELEASE OF CUSTOMER INFORMATION The undersigned hereby appoints Windstream Communications to act as an agent on its behalf for the sole purpose of obtaining customer information from: (Customer's current Local Telephone Company) The undersigned hereby authorizes the Local Telephone Company to make all pertinent information available, including the results of an account research and itemization for specified Billing Telephone Numbers, to Windstream Communications, and to work with and follow Windstream Communications' instructions with reference to the abovementioned matters. Billing Telephone Number{sj: *SIGNATURE PRINTED NAME TITLE COMPANY NAME COMPANY INSTALLATION ADDRESS DATE *Signature on this document does not authorize a change in telecommunications providers. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream Communications except pursuant to a written agreement. �uind�tr��m� �e�r�n�ec�ir�g b�usiness �o b�rsrness AUTHORIZATION TO USE CUSTOMER PROPRIETARY NETWORK INFORMATION ("CPNI") FOR DEALER CUSTOMERS In the course of providing service to your company, Windstream Communications, Inc. and its affiliates ("Windstream"j will obtain and possess certain usage-related information about the quantity and type of the communications services your company uses. This information is referred to as customer proprietary network information ("CPNI"). As a practical matter, CPNI includes information such as the type of communications services that you purchase from Windstream (e.g., local service, long distance service, internet service), the features that you purchase (e.g., call waiting, caller ID), and your usage patterns. Under federal law, you have the right, and Windstream has the duty, to protect the confidentiality of your CPNI. We may use your CPNI to tailor our products and services to your needs and to enhance our ability to meet all of your communications needs by making you aware of products and services that we believe may be of interest. We also may share this information with ("Dealer") for the purpose of marketing/selling Windstream products and services to you, to enhance your current service with Windstream, and to ensure accurate Dealer compensation. Dealer will not use this information for the purpose of selling non-communications related products and services. By signing below, you consent to Windstreams use and sharing of CPNI for the purposes described herein and to the persons/entities identified above. You may contact Windstream at 1-877-759-9072 at any time or visit a local Windstream retail store location to deny use of your CPNI. Your consent to use CPNI is valid until revoked and your decision will not affect the quality of service that Windstream provides to you. Customer Name: Customer Signature: Date: � Sales — Credit & Trade Reference Form wi ndstream March 16, 2010: Revision D connectin business to business Page 1 of 1 CREDIT & TRADE REFERENCE FORM COMPANY FEDERAL TAX ID NUMBER BILLING ADDRESS CITY STATE COUNTY ZIP CODE TELEPHONE NUMBER CONTACT PERSON TITLE NATURE OF BUSINESS TYPE OF BUSINESS (PLEASE CIRCLE) DATE BUSINESS ESTABLISHED NON PROPRIETORSHIP PARTNERSHIP CORPORATIO PERSONAL INFORMATION ON SOLE PROPRIETORS Driver's Address NAME TITLE Soc. Sec. # License # (Include City, State & Zip Code) Home Phone# COMPANY BANK REFERENCES - TWO YEAR HISTORY (At least 1 is required) HOW CONTACT NAME OF BANK/BRANCH LONG? CHECKING ACCT # LOAN ACCT # TELEPHONE# PERSON TRADE REFERENCES - TWO YEAR HISTORY (At least 3 is required) FULL ADDRESS TELEPHONE # FAX # COMPANY NAME (Including City, State & Zip Code) (Incld. Area Code) (Incld. Area Code) ACCOUNT # I/ We hereby authorize you to whom this application is made or your agents to investigate my/our financial responsibility and credit worthiness and provide financial statements, tax returns, etc. as you deem necessary. I/We agree that a security deposit may be required. The above references are hereby authorized to release information as requested by Windstream Communications. AUTHORIZED SIGNATURE (Must be an Officer of the Company) DATE � Peace of Mind windstream� � _ _ �� - . . .. � , ., a , ....�...♦ ... .. � wY . j .. . . �- �. __.� .. _.n._ .., . .�'.�... . .,. - ! .. - _ .., . . . _ . ... . . .-,...�. _. . . .. . . . ,.. .. ... —_... �.. Customer Name VILLAGE OF TEQUESTA EAN 4545668 - BRIDGE RD Install Street Address 136 BRIDGE RD City, State, Zip TEQUESTA, Florida , 33469 Main Telephone Number (561)746-0006 Market WEST PALM BEACH Contact Name Brad Gomberg Proposal ID 2550224 Account Representative Scott Gonzalez Proposal Type New Dealer Name C o Irite Communications Term 3 Years Effective Date 05 Nov 2014 , ., ,_ . . = r i- _ - � �-�: I �'q i :•.. ,_. .._ . - , c ,. .� ' �'� . : .t` �,. " c� y Y�. :, �r . - ' I ..�. . :'�.. rx.�fyy. .y+�.".:!Af,? �w� » . �@�%'" � n Business Line 3 Peace of Mind Total Services $69.99 ---- ___ ----_. -- - -- - - ___ --- ___ _____ _ _ _ _ ___ ._ .__ ,� �,�....,......,._. . ::,- _ _ ` _ Voice Local Features � Call Forward Universal/Variable 3 3 $.00 Caller ID 3 3 $.00 Directory Listing (Non-Pub) -- 1 $2.00 Voice Long Distance Features Long Distance Minute -- 1 $.05/min Total Features $2.00 __ . __ _ __ _...__...._ _--- - --_ .._ , _.. _. - --_ _ — - .-- ---- ---- - - - • .- . . e . ^ . -. = : . . � � -_ Total Other Charges (Non-Recurring) $.00 Total Monthly Recurring Charges $71.99 Total Non-Recurring Charges $.00 In the event Customer makes changes ta its services during the initial term of agreement, Customer is responsible for maintaining a Minimum Monthly Commitment of 85% of the Total Monthly Recurring Charges. Minimum Monthly Commitment $61.19 This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto. Your signature constitutes your acceptance of the Proposal and your agreement to the Windstream Service Terms and Conditions. 05 Nov 2014 153237 ET Authorized Customer Initial Page: 1 --, _ . .. _ ___.;____. _.. _ _ _- - - - . _ _ _ - -- - - - _ _._ o : � ��..�,�. . _,��,.. , , . . ., . _. _ _ . � . _ _ .._. �....�. - . �,:�-�� a �.�^r., hL.�' CUSTOMER WINDSTREAM Signature: Signature: sGO�� . �.701'ILG��L Printed Name: Printed Name: SCOtt S. GOnZalez Tit�e: Tit�e: Channel Manager Date: Date: 11 / 5/ 2014 OS Nov 2014 15:32:37 ET Page: 2 ,� MPLS VPN , windstream� � -- � .:��.; � y �.. , �� . _ . �. _n � . _ . _�.� _� . t. . _. , _,r:.. .. �'e�,k:ra�;_:.� _ ,._ .,, .. _ _.,...�_ _ _ . _-- Customer Name VILLAGE OF TEQUESTA EAN 4545668 - BRIDGE RD Install Street Address 136 BRIDGE RD City, State, Zip TEQUESTA, Florida , 33469 Main Telephone Number (561)746-0006 Market WEST PALM BEACH Contact Name Brad Gomberg Proposal ID 2550218 Account Representative Scott Gonzalez Proposal Type New Dealer Name Telrite Communications Term 3 Years Consult Effective Date 05 Nov 2014 _ _ � . _ � ^,, - � #� � � .�_. _ _ -__ _ _ _ _ _ , i ,��:;t; � _ � - 1:;;, `�.'" -�.�.._ �"� "�� „�.v � ; _ . _ .. ,- A Transport T1 1 -- MPLS VPN Bandwidth 1.5 Mbps -- Quality of Service (QoS) 1.5 Mbps -- Total Services $231.05 - ----- ---- _ - - _ _ .. _ _.. _ ._ __. . _. _ _ �_ , _ . _ . _ - , .. . S [ �w e." - .. .. � _ . _. �. , — :, ., �,--. _-� �_-. � , -- ' :..; : a' . � ..:.. . f _. . . . . . ...�_._..__ . . _ .._.._ .,. _ .. .. __.�__._....�_.. . . _ _ _ _.. . _ _ WIN Network �or�al 1 1 $.00 Bandwidth Data Features Data Equipment Maintenance -- 1 $10.95 Block of 8 IPs 1 $8.00 Total Features $18.95 — _.__ _.. . . . .: , .- . _ . . ,r .. .. . _ , _ � - . -. ; . F . , ,_. � ,,... , . � -, . ��_ .-. . e - Total Other Charges (Non-Recurring) $.00 ,, -„ ... �� . _. : . . .. _ .,, . � y � � ,. °, , � . . . .._:� . . _.. �_ �:_ _ . .: . : .w_ �., Total Monthly Recurring Charges $250.00 In the event Customer makes changes to its services during the initial term of agreement, Customer is responsible for maintaining a Minimum Monthly Commitment of 85% of the Total Monthly Recurring Charges. Minimum Monthly Commitment $212.50 .� _ _ _ _ _ _ _ - `_._ _ .-- __ _ __. - a ----- - -. . �,�� , . � �' , . .. ,. _ M. ,_ . - - � .� - . .�. - .___ ..� . _ � -_- : This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto. Your signature constitutes your acceptance of the Proposal and your agreement to the Windstream Service Terms and Conditions. OS Nov 2014 1527:56 ET Authorized Customer Initial Page: 1 CUSTOMER WINDSTREAM Signature: Signature: sGOt� cS �,70�'ILG��2L Printed Name: Printed Name: SCOtt S. G011Zalez Tit�e: sit�e: Channel Manager . Date: Date: 11 / 5/ 2014 05 Nov 2014 1527:56 ET Page: 2 windstream� smart solufions. personalrzeo' service. AMENDMENT TO CUSTOMER SERVICE AGREEMENT This Addendum is entered on this day of , 201_, between the Windstream legal entit(ies) providing the Services to the Customer as identified on the Customer's bill ("Windstream") and VILLAGE OF TEQUESTA - BRlDGE RD )("Customer"), and amends Customer Service Agreement ("CSA") entered between Windstream and Customer ("Parties") as of the same date. The CSA shall be deemed amended to include the following: PEACE OF MIND GUARANTEE Notwithstanding anything contained in the CSA to the contrary: (i) if Customer purchases a Business Bundle with a term of twenty-four (24) months or greater, Customer reserves the right to terminate such Services if Customer suffers a business downtum due to conditions out of its direct control causing Customer to close business operations entirely ("Closure"), or relocates its business to a new location or coverage area where Windstream is unable to provide Services ("Relocation"). Notice of such Closure or Relocation shall be provided to Windstream thirty (30) days prior via written notice to the address specified in the CSA. In such event, Customer shall not be liable for liquidated damages or any early termination liability as a result of such termination; however, Customer shall be liable for payment for services rendered through the effective termination date. This Section is limited to the location set forth affected by the Closure or Relocation. If Customer ports all or a portion of its Services to another provider, this provision is inapplicable; and (ii) in the event Windstream advertises a new Business Bundle promotion for a lower advertised rate than the rates received by Customer, Customer can opt to receive the newly advertised rates, provided Customer agrees to renew the term of services for an additional twenty-four (24) months. Peace of Mind Guarantee does not apply to Managed Router, Ethernet Internet Services, MPLS, Hosted Voip, Voip or Data Services. Except as modified in this Amendment or any other Amendment executed prior to this Amendment, all other terms and conditions of the CSA remain in full force and effect. In the event of any conflict between the CSA and this Amendment, the terms of this Amendment shall control. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized representative. Windstream Customer By� Scott S Go�rzaGeL By� Name: SCOtt S. GOnzalez Name: Title: Channel Manager Title PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstream� smarf solutions. personalized service WINDSTREAM SERVICE TERMS AND CONDITIONS These terms and conditions apply to the provision of all telecommunications and related services ("Services") by Windstream' ("Windstream°) to Customer under the proposal to which these terms and condi6ons are a part. These terms and conditions and Customer's proposaUsales order, and any service specific schedules form the agreement ("Agreement°). The Services will be offered in each area to the Customer by the Windstream affiliated entity authorized to provide the Services in the applicable jurisdiction. 1. Term and Renewal. This Agreement is effective on the date identified on the proposal ("Effective Date") and will continue for the term set forth in the proposal from the date that Services are installed until either terminated pursuant to the provisions below or replaced with a new agreement (the "Term"). Upon expiration of the Term, this Agreement will automatically renew for successive one-year terms. (each, a"Renewal Term") until terminated or cancelled pursuant to its terms. In the event a Customer provides written notice of its intent not to renew but does not terminate Services hereunder, Windstream shall have the option of continuing to provide such Services on a month-to-month basis, priced at Windstream's then current monthly rates. 2. Charges for Services; Billing and Payment. Customer is responsible for paying all charges that apply to the Services ordered on a proposal or used on a per-use basis by Customer, including items such as features, installation, labor, repair, long distance, and directory or operator assistance as specified on the proposal or set forth in Windstream's Price Lists or Tariffs. Customer is responsible for taxes, surcharges, fees, and assessments that apply to the sale and use of Services, including how those may change in the future and regardless of whether such charges are identified in the Agreement. Windstream will bill Customer monthly for the Service, and all bills are due and payable upon receipt. Payment will be considered late if not paid by the due date reflected on the invoice. All amounts payable by Customer shall be made without setoff or counterclaim and without deduction. Billing at a location will begin upon the earlier of (i) the installation date (which may be the date administrative access to certain software- based Services is granted to Customer); (ii) thirty (30) days after delivery of the applicable facility and/or equipment to the Customer premises (if the delay in connection of the facility and/or equipment is due to Customer or its agent); (iii) the date the Company notifies a Customer that Service is available for use by Customer; (iv) the date that Service would have been available for use by Customer if Customer had fulfilled its performance obligations required to provision the Service; or (v) the date that installation of MPLS services is complete at the second site in an MPLS network; however, Windstream may choose to bill in full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle.lf installation of off-net Services is delayed due to action or inaction by Customer, then Customer shall be responsible for all associated third-party provider charges. In certain service areas, paper bills are available only upon request and for a monthly charge and billing for usage will round up to the next cent. If Customer authorizes payment by credit or debit card, then Windstream will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing. WINDSTREAM RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES ("MRCS") ON AT LEAST THIRTY (30) DAYS' NOTICE AND OTHER RATES AT ANY TIME. 3. Service Outage Credits. For Windstream's business-grade local and long distance voice telecommunications services, T1 and higher facility network Internet access and private networking services, Customer will receive a credit of 1/30th of the MRC for that month for each day that Customer has a Service Outage, defined below. Only the Service affected by the Service Outage will be eligible for a credit. Credit is based upon the length of time Customer is without Service. Credits in any single month cannot exceed the MRCs for Service that was affected by a Service Outage in that month. For purposes of this Agreement, a"Service Outage" is defined as the complete inability to: (i) make or receive calls; (ii) access the Internet for the purpose of sending or receiving Internet traffic; or (iii) send or receive data across a Windstream supported private network. In the event Customer rents equipment or orders data center services from Windstream, such equipment and services shall not be considered "Services" for purposes of service credits under this Agreement. 4. Disputes. To dispute a bill, Customer must do so in good faith and deliver to Windstream in writing the specific basis for such dispute within sixty (60) days after the date on the bill. If Customer does not follow this dispute process, the dispute shall be deemed waived. 5. Partial Payments; Late Payments. Windstream may accept any payments Customer marks as being "payment in full" or as being settlement of any dispute without waiving any rights Windstream has to either collect the full payments from Customer. Customer is responsible for paying all costs and fees Windstream incurs as a result of collecting Customer's unpaid charges. If Windstream does not receive full payment when due ar does not receive payment in immediately available funds, Windstream will add a late payment fee to the amounts owed and will calculate such fee as the total owed times interest at the maximum rate allowable by law. 6. Credits and Deposits. Customer authorizes Windstream to ask credit-reporting agencies for Customer's credit information. Windstream may require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer increases Services or Customer's credit rating changes. The deposit will be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except that Windstream at its discretion may apply the deposit to any amount due and unpaid by Customer. 7. Services Location; Moves. Customer is responsible for providing an environment that is suitable for the Services, including equipment that is compatible with Windstream's network. Customer shall provide Windstream with the correct address to obtain Services, because Windstream relies on such information to determine which taxes, fees, surcharges and assessments apply to the Services. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments and penalties related thereto. Customer will notify Windstream if Customer's address changes, in which case Windstream may either (a) terminate the affected Services, or (b) allow Customer to provide sixty (60) days' advance notice to Windstream to move Services to a new location and pay any applicable installation charges. Customer will enter into a new agreement for such new location, or Windstream will apply the liquidated damages set forth in Section 15 for the terminated location. Charges, including reasonable administrative costs and fees incurred by Windstream may apply as a result of Customer's move, in addition to a change in MRCs. a Windstream is defined for purposes of Mis Agreement W mean Windstream Communlcations, Inc. or such authorized Windstream affiliated enGty providing Services to Customer as identified on Customefs bill. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstream� smari solufions. personalized seroice. 8. Windstream-Provided and Owned Equipment. Any equipment installed by Windstream on Customer's premises that is not the subject of a sale to Customer (such as the CSU/DSU, interface cards, Channel Bank and routers, if applicable) shall remain at all times the property of Windstream. Equipment shall remain in good condition, less normal wear and tear. Windstream shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse Windstream for the cost of any necessary repairs. Customer shall provide Windstream reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If Windstream does not have access to Customer's premises within thirty (30) days after Customer terminates this Agreement, or if Windstream requests Customer return the equipment and Customer does not return the equipment to Windstream within thirty (30) days of termination, Customer shall reimburse Windstream for the full purchase price of the equipment as well as any attorney's fees and costs. Customer shall pack and ship the equipment in such a way so as to limit and/or avoid damage to the equipment. In the event the equipment is damaged in shipping, Customer shall be responsible for the cost to replace the equipment. For the avoidance of doubt, Customer is responsible for maintaining all equipment on its premises not provided and/or owned by Windstream and ensuring such equipment is compatible with Windstream's network. All terminal equipment must be registered with the Federal Communications Commission ("FCC") under 47 C.F.R. Part 68, and all wiring must be installed and maintained in compliance with those regulations. 9. Disconnection of Current Provider; Special Construction; Third Party Charges. Customer is solely responsible for disconnecting Services with its current service provider. Windstream is not responsible for any charges assessed against Customer by such provider. Customer shall pay all charges if Windstream or a third party provider is required to extend the demarcation point or undertake special construction for Customer. Unless Windstream specifically agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for all charges assessed by its phone system vendor and other third parties in connection with the installation of the Services and Windstream shall have no responsibility for maintenance or repair of same. 10. Third Party Software . As part of the Services, Customer may be allowed to use certain software and related documentation developed and owned by Windstream's third-party software licensors (collectively, the "Software"). This Software is neither sold nor distributed to Customer and Customer may use it solely as part of the Services and for no other purpose. Customer may not and agrees not to: (i) transfer such Software outside the Services or to any other person or entity; (ii) make copies of the Software, either through a virtual snapshot of the server containing the Software or otherwise; or (iii) transfer the Software outside of �ndstream's infrastructure and/or premises. Further, Customer agrees to provide Windstream with evidence that its use of the Software is in compliance with the /�qreement andlor third-party software licensor's terms from time to time during the Term as requested by Windstream. If Customer fails to provide such evidence when requested, or is otherwise not in compliance with the Agreement andlor third-party sofiware licensor's terms, Windstream may, at its sole option suspend or terminate the Services that include the Software. For the avoidance of doubt, Windstream's Software licensors are not responsible for providing any support in connection with the Services or the Software. 17. Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH WINDSTREAM, CUSTOMER WILL BE REQUIRED TO COMPLETE A CLICK-THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT htto�//www windstream.com/leaal/ Google Aoqs Premier Edition License.pdf PRIOR TO USING THE RELEVANT SERVICES. Windstream may cancel Google Services at any time on thirty (30) days' notice and, at Windstream's option, may either terminate such Google Services altogether or move Customer to a similar platform. In the event that Windstream or Customer terminates the Google Services or downgrades or cancels Google Services, Customer is solely responsible for downloading all of its information to its computer within thirty (30) days. 12. Government Funding Customer must notify Windstream of all restrictions, requirements and reporting obligations to which Windstream could become subject pursuant to any government program before Windstream provisions Services to Customer. Customer will not use such funds, including stimulus funds, grants or loans, in whole or in part, to support its performance under this Agreement without Windstream's prior written consent regarding any specifically applicable terms. If Customer fails to provide such prior written notice to Windstream of government funding or if Windstream does not consent to the use of such funding, then Windstream has the right, in its sole discretion, to reject any order or terminate this Agreement and/or any applicable Services, without liability or obligation to Windstream. If Customer requests govemment funds for payment of Services under this Agreement and such funding request is denied, Customer shall remain responsible for one-hundred percent (100%) of the cost of Services. 13. Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND INCORPORATES THE FOLLOWING BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (I) THE TERMS AND CONDITIONS OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE WEB-POSTED PRICE LISTS OR TERMS AND CONDITIONS (EITHER "PRICE LISTS") POSTED AT htt�•//windstream com/documentsldetariffedservices odf; (lll) FOR INTERNET, THE "ACCEPTABLE USE POLICY" POSTED AT htta•/lwww2 windstream neUcustomersupport/users�uide/accepUaccept html AND THE "PRNACY POLICY" POSTED AT h��//www windstream.com/privacy.as�x; AND (I� IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES (I.E., ONLINE BACK UP SERVICES, TECH HELP, ETC), CUSTOMER WILL BE REQUIRED TO CLICK-THROUGH AGREEMENTS RELATED TO THOSE SERVICES (CLICK-THROUGHS) PRIOR TO ACCESSING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS AGREEMENT. This Agreement, the documents incorporated by reference and any addendums entered between the parties constitute the parties' entire Agreement. This Agreement may be amended only in a writing signed by authorized representatives of each party. This Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any Windstream employee or agent. In the event of any conflict between the provisions of this Agreement and any of the documents incorporated by reference, the provisions of the Google License shall control for Google Services, followed by the Tariffs and Price Lists or Value-Added Services click-through agreements for applicable Services, this Agreement and then the Acceptable Use and Privacy policies. This Agreement may be signed in counterparts, and facsimile or electronic scanned copies may be treated as original signatures. Windstream also may execute this Agreement via a verifiable electronic signature. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstream� smari solutions. personal¢ed service 14. Termination. Either party may terminate this Agreement by providing at least thirty (30) days' notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this Agreement and such other party fails to cure within thirty (30) days after written notice. Notwithstanding, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after written notice. Customer's right to terminate for cause is limited to termination of the a#Fected Services at the affected location only. In the event Customer rents equipment from Windstream and Customer terminates network Services pursuant to this section, Customer shall remain obligated to fulfiil the remainder of the applicable equipment schedule term. Windstream may limit, interrupt, suspend or terminate Services immediately if: (a) after any required notice, Customer has not paid for Services, or has failed to pay a deposit or advance payment requested by Windstream; or (b) Customer uses the Services in an adverse manner that affects Windstream's network or other customers, Customer or others have used the Services fraudulently or unlawfully while on Customer's premises or via Customer's equipment or while the Services are under Customer's control, or there otherwise occurs an event for which Windstream reasonably believes that the suspension or termination of Services is necessary to protect Windstream or Windstream's other customers from an imminent and significant operational, financial or security risk, in which case Windstream will provide advance notice if practicable ; or (c) Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services; or (d) Customer resells any Services or uses the Services to aggregate other persons' traffic; or (e) Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider; or (t� Customer fails to comply with any applicable regulations or statutes and does not cure such failure to comply within ten (10) days of receiving notice from Windstream; or (g) if Customer impersonates another person, uses obscene or profane language or is abusive or harassing when communicating with Windstream representatives, and fails to stop the behavior after receiving a written or verbal warning from Windstream. In addition to the termination rights of Windstream set forth above, if Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services (including, but not limited to, circumstances in which Windstream is receiving traffic from Customer that originates from a location other than the local calling area associated with the customer's service location or Customer is terminating large volumes of calls to areas in which the cost to terminate such calls is high or to a toll-free number, or when ten percent (10%) or more of Customer's calls are six (6) seconds or less, and/or when more than forty percent (40%) of call attempts are uncompleted per trunk group and DSO/DSO equivalent), and whether or not such use of the Services is due to Customer or a third party accessing Customer's Services or Equipment fraudulently, Windstream may: (v) charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative costs and any charges from other carriers; (w) charge an additional price per minute in Windstream's discretion for each call that violates this provision; (x) restrict or cancel use or convert customer to another plan; (y) require customer to pay for the excessive use immediately and make a deposit; and/or (z) void any applicable price guarantee. Windstream may restore service if customer corrects the violation and pays alf outstanding amounts owed, inciuding restoration charges. Prior to installation of Services, Windstream may attempt to verify the availability of facilities, and in the event that Windstream determines in its sole discretion that facilities are not economically or technically feasible, Windstream has the right to terminate this Agreement without liability. 15. Effect of Termination. a. Pre-Installation- - If Customer terminates this /�greement after the Effective Date but prior to the installation of Service(s), Customer will pay Windstream a Pre-Installation Cancellation Charge ("Cancellation Charge") equal to three (3) months of MRCs except that if Windstream's costs to other providers are greater than this amount, Customer shall also reimburse Windstream for such costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by Windstream to prepare for installation. The Canceltation Charge set forth in this Section 15(a) is in lieu of the charges set forth in 15(b) below for post-installation cancellations. b. Post-Installation- - CUSTOMER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERVICES FOR THE TERM OR RENEWAL TERM. AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER AFTER INSTALU4TION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF WINDSTREAM'S TERMINATION FOR CUSTOMER'S BREACH, CUSTOMER SHALL PAY TO WINDSTREAM AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE TERMINATED SERVICES MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR RENEWAL TERM ("LIQUIDATED DAMAGES"). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY WINDSTREAM, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY WINDSTREAM TO INITIATE OR TERMINATE THE SERYICES, THIRD PARTY COSTS, USE OF LlMITED NETWORK RESOURCES, INSTA�LATION CHARGES WANED AND ANY DISCOUNTS OR CREDITS GRANTED. If Customer's proposal includes Monthly Minimum Charges or Fees ("MMCs" or "MMFs") and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below the MMC or MMF for that location, Customer will pay the MMC or MMF every month in lieu of the Liquidated Damages set forth above. If Customer's proposal does not includes MMCs or MMFs and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the Liquidated Damages set forth above. Additionally, if Customer received a bundled rate for the disconnected Service(s), then Customer's charges may be adjusted by Windstream to the unbundled service rates. 16. Limitation of Liability. FOR PURPOSES OF THIS SECTION, AND THE FOLLOWING SECTIONS DESCRIBING INDEMNITY, DISCLAIMER OF WARRANTIES, AND EMERGENCY. CRITICAL LINES SECTIONS, "WINDSTREAM" INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF WINDSTREAM RESELLS SERVICES. A. WINDSTREAM'S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY SIX (6). IF CUSTOMER'S SERVICE IS INTERRUPTED, WINDSTREAM'S LIABILITY WILL BE LIMITED TO A PRO-RATA CREDIT FOR THE PERIOD OF INTERRUPTION. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT WINDSTREAM'S LIABILITY AS PROVIDED HEREIN. UNDER NO CIRCUMSTANCES WILL WINDSTREAM BE LIABLE FOR ANY ACCIDENT OR INJURY CAUSED BY SERVICES, ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST BUSINESS PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstreamm smart solutions. personalized serv�ce. OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES OR FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND WINDSTREAM'S REASONABLE CONTROL. WINDSTREAM IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN, MISUSED, OR THE VICTIM OF FRAUD, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL USAGE, CHARGES, AND LIABILITY INCURRED FOR SUCH LOSS, MISUSE, THEFT, OR THE RESULT OF FRAUD OF SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF WHETHER/WHEN WINDSTREAM NOTIFIES CUSTOMER OF INCREASED USAGE. B. ENTRY ONTO WINDSTREAM'S PREMISES IS AT CUSTOMER'S OWN RISK, AND WINDSTREAM ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM ARISING FROM ANY CAUSE OTHER THAN WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO CUSTOMER DURING SUCH VISIT. WINDSTREAM IS NOT RESPONSIBLE IF EQUIPMENT IS LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL LOSS INCURRED FOR MISUSE, MISHANDLING OR PROVISIONING OF CUSTOMER EQUIPMENT INCOMPATIBLE WITH THE SERVICES, CHANGES MADE TO THE SERVICES BY CUSTOMER OR A THIRD PARTY NOT AUTHORIZED TO MAKE CHANGES, OR BY WINDSTREAM AT THE DIRECTION OF CUSTOMER. IN NO EVENT SHALL WINDSTREAM BE RESPONSIBLE FOR ANY THIRD-PARTY EQUIPMENT, INCLUDING ANY DAMAGES THAT MAY ARISE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE THIRD-PARN EQUIPMENT. TO THE EXTENT WINDSTREAM IS LIABLE FOR DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT, SUCH LIABfLITY W1LL BE LIMITED TO THE THEN-CURRENT BOOK VALUE OF THE DAMAGED EQUIPMENT. EACH PARTY IS RESPONSIBLE FOR INSURING THE EQUIPMENT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS. 17. Indemnity. EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD-PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT. FURTHER, CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS WINDSTREAM FROM AND AGAINST ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH (I) ANY FAILURE BY CUSTOMER OR CUSTOMER'S END USERS TO COMPLY WITH WINDSTREAM'S ACCEPTABLE USE POLICY OR APPLICABLE LAW, OR (II) CLAIMS OF OWNERSHIP OR SUPERIOR RIGHTS TO CUSTOMER EQUIPMENT OR OTHER INTELLECTUAL PROPERTY BY A THIRD PARTY. 18. Force Majeure. Windstream shall be excused from, and shall have no liability, including service credits, with respect to, any delay or failure to perform hereunder caused by any event beyond its reasonable control, including but not limited to, (i) cable cuts or common carrier delays; (ii) actions, failures to act or delays by Customer or others authorized by the Customer to use the Service; (iii) failure of power, equipment, services or systems not provided by Windstream including but not limited to other providers' networks and interconnections to or from and connectivity with other Internet Service Providers' networks; (iv) Customer owned or leased equipment or facilities (i.e., Customer's PBX, Local Area Network (LAN); (v) during any period in which Windstream or its agents are not afforded access to the premises where access lines associated with the Services are terminated or the Customer elects not to release the Services for testing and/or repair and the Customer continues to use Services; (vi) maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption (Windstream reserves the right to schedule maintenance and upgrades to the network seven (7) days a week from 12a.m. to 6a.m. in the local time zone of the area being worked on without prior notice to Customer or upon reasonable advance notice outside these time frames); (vii) when a Service Outage has not been reported to Windstream or where there is a troub�e reported, but no trouble found; and (viii) labor difficulties, governmental orders, civil commotion, acts of God and other circumstances beyond Windstream's reasonable control. 19. Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, SERVICES, EQUIPMENT, AND THE DESIGNATED CUSTOMER AREA ON WINDSTREAM'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON- INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR ANY WARRANTY REGARDING THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR OVER THE NETWORK AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR-FREE SERVICE, TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED. EXCEPT AS EXPRESSLY PROVIDED IN WINDSTREAM'S PRIVACY POLICY, WINDSTREAM HAS NO OBLIGATION TO PROVIDE SECURITY OR PROTECTION FOR CUSTOMER'S PRIVACY, CONFIDENTIAL INFORMATION OR DATA. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY WINDSTREAM'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. 20. Emergency. Critical Lines. CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT PROVIDE ACCESS TO 911 OR TRANSMIT THE LOCATION OR EXTENSION IF CUSTOMER ATTEMPTS TO ACCESS 911 IN AN EMERGENCY.Examples include voice over Internet protocol ("VoIP°), Centrex, Allwonc ReachT"" Application ("Allworx ReachTM'"), and private branch exchange. Additionally, because T1s and VoIP can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical functions. When using VoIP service or Allworx ReachT"", Customer must timely update changes to their registered location for 911 services. By signing this Agreement, Customer acknowledges that Customer has read this disclosure. By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address, extension or other information to emergency authorities. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. . version 06.13.14 windstream� smart solufions. personalized serwce. 21. Miscellaneous. (a) Notices and Electronic Comm nicationsAny notice pursuant to this Agreement must be in writing and wiil be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's proposal or to Windstream at Windstream, Attn: Correspondence Division, 1720 Galieria Blvd., Charlotte, NC 28270, �ndstreambusinesscustomersuoport windstream com or at such other address provided to the other party. CUSTOMER AGREES THAT WINDSTREAM MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING WINDSTREAM'S SERVICES;(b) Apolicable LawThis Agreement is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that state's confiict of laws principles. If this Agreement covers multiple states, then it is subject to Nebraska law, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of federal courts in the state in which the Services are provided (or federal courts in Nebraska, if the Agreement covers multiple states) so long as diversity and the amount in controversy requirements are met, or a federal question is at issue; (c) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT; (d) Statute of LimitationsNo claim may be asserted by either party against the other with respect to any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted; the foregoing statute of limitations is not applicable to billing disputes, which are governed by the timeframe for disputes described in Section 4; (e) AssignmentEither party may assign this Agreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide Windstream with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes. Otherwise, Customer may not assign its rights and obligations under this Agreement without Windstream's advance written consent. Any attempted assignment in violation of this provision is void;(� Third Party Beneficiaries: No third party shall be deemed a beneficiary of this /�qreement; (g) Publici : Customer agrees that Windstream may publicly disclose that Windstream is providing Services to Customer and may include Customer's name in promotional materials, including press releases;(h) Waiver: Either party's failure to enforce any right or remedy available under this Agreement is not a waiver; (i) Severabilitv: : If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect; (j) Survival: Sections 16 through 21 survive after this Agreement ends; (k) Handwritten Changes Handwritten changes are not binding on either party;(I) Use of Products in U.S.: Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At Windstream's request, Customer shall sign written assurances and other export-related documents as may be required for Windstream to comply with U.S. export regulations; (m) Representation on Authority of Parties/Signatories: Each person signing this f�qreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents and has legal capacity to execute and deliver this qqreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the pertormance of such party's obligations hereunder have been duly authorized in accordance with its corporate governance documents and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms; (n)Confidentiality: Except when this Agreement is required to be filed with a governmental authority or as may otherwise be required by local, state or federal freedom of information laws, the parties agree that this Agreement contains proprietary and confidential information and shall not be disclosed publicly to any third party except the such dealer(s) or agent(s) of Windstream that are negotiating with Customer in order to execute this Agreement. 22. Service Specific Provisions: For Dynamic /P Services Onty: Customer represents and warranties that it will immediately notify and post alternative dialing instructions to its end-users if any restrictions or limitations to access emergency 911 services a result from its actions including but not limited to: (a) Extending the origination of outbound calling capabilities of the Dynamic IP service outside of the Windstream Dynamic IP-serviceable area by means of private circuits, wireless service, public networks, the public Internet or other means; (b) Implementing call routing schemes within its applications, systems or networks which may prevent access to emergency services; or (c) Implementing call routing schemes within it applications, systems or networks which may route outbound emergency 911 calls to Public Service Answering Points (PSAPs) other than the PSAP servicing the calling party end-user location. Customer agrees to indemnify and hold Windstream harmless from all claims, causes of action, damages and judgments arising from restrictions or limitations to access emergency 911 services as a result of customer's actions or inactions in ensuring that all 911 dialed calls are routed to the proper PSAP using Windstream's dynamic IP service. For Managed CPE Firewall Services Only: Authorization to Perform Testi�. . Certain laws and regulations prohibit the unauthorized penetration of computer networks and systems. Customer hereby grants Windstream the authority to access Customer's networks and computer systems solely for the purpose of providing the Managed CPE Firewall Service. Customer acknowledges that the Managed CPE Firewall Service constitutes permitted access to Customer networks and computer systems. In the event one or more of the IP Addresses Customer gives to Windstream are associated with computer systems that are owned, managed, and/or hosted by a third party service provider ("HosY'), Customer agrees to: (i) notify Windstream of such Host arrangement prior to the commencement of any Managed CPE Firewall Service; (ii) obtain HosYs written consent for Windstream to provide the Managed CPE Firewall Service on HosYs computer systems, which includes acknowledgement of the risks and acceptance of the conditions set forth herein; (iii) provide Windstream with a copy of such consent, acknowledgement and acceptance; and (iv) facilitate any necessary communications and exchanges of information between Windstream and Host in connection with the Managed CPE Firewall Service. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and aN cfaims, fosses, liabilities and damages, including reasonabie attorney's fees that arise out of Customer' s failure to comply with this section. Customer will indemnify and hold Windstream and its suppliers harmless from any and all third party claims that arise out of the testing and evaluation of the security risks, exposures, and vulnerabilities of the IP Addresses that Customer provides. Customer acknowledges that the Managed CPE Firewall Service entail certain risks including the following possible negative impacts: (i) excessive log file disk space may be consumed due to the excessive number of log messages generated by the Managed CPE Firewall Service; (ii) perFormance and throughput of networks and associated routers and firewalls may be temporarily degraded; (iii) degradation of bandwidth; and (iv) Customer computer systems may hang or crash resulting in temporary system unavailability and/or loss of data. PR{VATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstream� smart so/utrons. personalized service. With regard to any software components of the Firewall Device, Customer agrees it will not: (i) use or make any copies of the software; (ii) reverse engineer, decompile, or disassemble the sofiware; (iii) sell, resell, transfer, license, sublicense, or distribute the software; or (iv) create, write, or develop any derivative software or other soflware program that is based on such software. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees, which arise out of Customer's failure to comply with the foregoing. Customer Signature: PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. Letter of Agency Contact Name: Sales Offce: WEST PALM BEACH BTN: Dealer Name: Company Name: Sales Rep Name: Install Address: Order Date: Current Carrier. Additional BTNs: Authorization to Change Service Provider(s) On behalf of the Company, I hereby authorize Windstream NuVox, Inc. and its affiliates to change my Company's provider(s) for the foliowing services from my current telecommunications carrier(s) to Windstream for each of the telephone numbers listed below (check all that are applicable): --- - --- � Local � Intrastate, IntraLATA Long Distance Service (also known as local toll) � Interstate, InterLATA and International Long Distance � Internet I represent that I am at least eighteen years of age. I also represent that 4 am the party identified in the account records of my local telephone company as responsible for payment or that I have the authority to change telecommunications carriers for each of the telephone numbers identified herein. I understand that I have the right to obtain telecommunications services individually. I also understand that I may designate only one local exchange carrier, one intraLATA carrier, and one interLATA carrier per telephone number. I also understand that by checking beside the services listed above that Company's preferred carrier for the selected services will be changed, but only for those numbers set forth below. I understand that the monthly rate plan does not include taxes or applicable regulatory fees. I choose Windstream to act as my agent in order to effectuate the change(s) and authorize Windstream to handle on my behalf all arrangements, including ordering, changing, and/or maintaining my service, with my local telephone company(s), interexchange carriers, joint user group(s), equipment vendor(s) and consultant(s). By designating Windstream to act as my agent, I do not permit Windstream to change my service to a carrier other than Windstream. In addition, I authorize Windstream to issue all necessary instructions to the foregoing for the purpose of fulfilling its agency on my behalf. This agreement will remain in effect until revoked in writing by the Company. Numbers: I understand that I may consult Windstream Communications, Inc. as to whether a fee applies to change from the Company's current telecommunications carrier(s) to Windstream Communications, Inc. Company Signature: Date: I understand that by signing above, Company's preferred provider for the telecommunications service(s) checked above will be changed for the telephone number(s) specified above. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. wi ndstream• Legal & Regulatory— Customer Service Record Authorization connectingbusinessto(wsiness Page 1 of 1 REQUEST FOR RELEASE OF CUSTOMER INFORMATION The undersigned hereby appoints Windstream Communications to act as an agent on its behalf for the sole purpose of obtaining customer information from: (Customer's current Local Telephone Company) The undersigned hereby authorizes the Local Telephone Company to make all pertinent information available, including the results of an account research and itemization for specified - Billing Telephone Numbers, to Windstream Communications, and to work with and follow Windstream Communications' instructions with reference to the abovementioned matters. Billing Telephone Number(s): *SIGNATURE PRINTED NAME TITLE COMPANY NAME COMPANY INSTALLATION ADDRESS DATE *Signature on this document does not authorize a change in telecommunications providers. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream Communications except pursuant to a written agreement. v�► i n d� t r� a. m� �eo,�r��ectir�g �usir�e�s �o busrness AUTHORIZATION TO USE CUSTOMER PROPRIETARY NETWORK INFORMATION ("CPNI") FOR DEALER CUSTOMERS In the course of providing service to your company, Windstream Communications, Inc. and its affiliates ("Windstream") will obtain and possess certain usage-related information about the quantity and type of the communications services your company uses. This information is referred to as customer proprietary network information ("CPNI"). As a practical matter, CPNI includes information such as the type of communications services that you purchase from Windstream (e.g., local service, long distance service, internet service), the features that you purchase (e.g., call waiting, caller ID), and your usage patterns. Under federal law, you have the right, and Windstream has the duty, to protect the confidentiality of your CPNI. We may use your CPNI to tailor our products and services to your needs and to enhance our ability to meet all of your communications needs by making you aware of products and services that we believe may be of interest. We also may share this information with ("Dealer") for the purpose of marketing/selling Windstream products and services to you, to enhance your current service with Windstream, and to ensure accurate Dealer compensation. Dealer will not use this information for the purpose of selling non-communications related products and services. By signing below, you consent to Windstreams use and sharing of CPNI for the purposes described herein and to the persons/entities identified above. You may contact Windstream at 1-877-759-9072 at any time or visit a local Windstream retail store location to deny use of your CPNI. Your consent to use CPNI is valid until revoked and your decision will not affect the quality of service that Windstream provides to you. Customer Name: Customer Signature: Date: NVC001030006 Legal & Regulatory International Access Agreement June 14, 2007: Revision C Page 1 of 1 windstream� cor�nectrng busFness to business International Calling Access Agreement Attention Customer: Contact Windstream at 1 8006005050, Option 3 for processing As indicated below, Customer has requested that Windstream Communications (`1lVindstream") permit Customer access to Intemational Calling service by removing the "blocking" that Windstream typically applies to this service. Customer agrees and acknowledges that Customer shall be liable for all charges associated with International Calling service dialed from the customer premises or through the use of Customer's Windstream account access and/or Calling Card codes, regardless of whether such use (1) is authorized by Customer management; (2) is initiated by Customer employees or third parties; or (3)constitutes or involves fraudulent activity of any nature. Customer agrees that Windstream assumes no liability of any kind with respect to its providing access to International Calling service via connections from Customer premises and locations where Customer uses Windstream services. Customer shall indemnify, defend and hold harmless Windstream against any and all claims made by the third party provider of International Calling service. Customer acknowledges that, pursuant to govemment regulation, failure to make proper payment to third party vendors of Intemational Calling services could result in suspension or interruption of long distance and/or local services provided by Windstream. Windstream assumes no liability of any kind with respect to such potential service suspensions or interruptions. My initials in the space(s) below indicate that I authorize Windstream Communications to do the following: Initial to Block International Calls Customer Signature: Printed Name: Account Number: Date: Main telephone number: Contact Number: Ticket number: Company Name: Initial if block will be removed from all lines (If not, please specify from which numbers will have the block removed). PRIVATEIPROPRIETARY Contains Private and/or Proprietary Information. May not be used or disGosed outside WindsVeam Communications except pursuant to a written agreement. Faxto:1-877-335-5506 ,� MPLS \iPN windstream� - y°�� ,� ��,-t � `�`^� � h::��_`':� '. ._.. . � . ._ .. .. �_..�. :�. m�� . �x.._� .. . Customer Name VILLAGE OF TEQUESTA EAN 4545670 - OLD DIXIE HWY Install Street Address 901 OLD DIXIE HWY City, State, Zip TEQUESTA, Florida , 33469 Main Telephone Number (561)746-0007 Market WEST PALM BEACH Contact Name Brad GombeUg Proposal ID 2550248 Account Representative Scott Gonzalez Proposal Type New Dealer Name Telrite Communications Term 3 Years Consult Effective Date 05 Nov 2014 T r ' �r� �„�� .� � - . � - > - , .n-, �� .'!'z -� �s � - . . . ��.x. ,� �,. � .- . :. . .-c. -,.S ?.._... '.._i:� _.,.... ..."w .s Y �:: ;T .... . ._.. ~ �� . .. Transport T1 1 -- MPLS VPN Bandwidth 1.5 Mbps -- Quality of Service (QoS) 1.5 Mbps -- Total Services $231.05 _ _. ._ _. _ ___ _ _ __ _. __ _ ._ _ _ � ;.� _ _. W _ y ��. _ �} , � .,..: , � � � ,� • � ,,.,;,_ . ,: _ . a�` -„ , ; - , WIN Network Portal 1 1 $.00 Bandwidth Data Features Data Equipment Maintenance -- 1 $10.95 Block of 8 IPs 1 $8.00 Total Features $18.95 ,,_.r_ _.-. :-: _c - . ... . . - . - • � . E , P • . _ - �- • • •-� • l� • ' � �:.,`�.. Total Other Charges (Non-Recurring) $.00 _ . ..r.- _ . :r- . � _ _ . _ � . . . _ _ . _ _. . . . _. _. _ .. r:�'�'�9i�. Total Monthly Recurring Charges $250.00 In the event Customer makes changes to its services during the initial term of agreement, Customer is responsible for maintaining a Minimum Monthly Commitment of 85% of the Total Monthly Recurring Charges. Minimum Monthly Commitment $212.50 ;� -._ _ . _ — �."...iLrl,::..`_ ._..+.Li.:_� �3 . _. . .... . ... ..... .,__. ._.. i._..' . �..��.. .. .. .. ..�'� __.T . _..__..__ . _.._,. ____.�._.�_ __'_"" " _ . . ..._ _........... _ _.. . .., . This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto. Your signature constitutes your acceptance of the Proposal and your agreement to the Windstream Service Terms and Conditions. OSNov201415:56:11 ET Authorized Customer Initial Page: 1 __ . — -- ---- ___ _--- __�_ - - - _ __ � _..._ . .. _._. . _ .., . -, __ . . _.:`-_._..,_ :.__. ... "��.�. CUSTOMER WINDSTREAM Signature: Signature: sGO�� . �,701'ILG��eL Printed Name: Printed Name: SCOtt S. G011Zalez Tit�e: Tit�e: Channel Manager Date: Date: 11 / 5/ 2014 OS Nov 2014 15:56:�� ET Page: 2 � Peace of Mind , wi ndstream� '� -� � _ _. , ._� � ' r� e w: r,', r> � _ r .� . ,.. - r '�.�� , . a � �.. ro + �.,N ,, �,,;��i" . �,�,� y.^�� ,� � - t..,cr• t._ , : . _ . _ . . _ _ <. <.:�.,:� _ . � _ Customer Name VILLAGE OF TEQUESTA EAN 4545670 - OLD DIXIE HWY Install Street Address 901 OLD DIX9E HWY City, State, Zip TEQUESTA, Florida , 33469 Main Telephone Number (561)746-0007 Market WEST PALM BEACH Contact Name Brad Gombeirg Proposal ID 2550261 Account Representative Scott Gonzalez Proposal Type New Dealer Name C o Irite Communications Term 3 Years Effective Date 05 Nov 2014 - _ — --. ._ ,; ��, �,Mt �� ,�. �� ,. - .. , � .: . . . . . . .:. �, , ... .. �.,. _ ,_: �.�- �, �,�.;�u; a , �� Business Line 3 .: � Peace of Mind Total Services $69.99 _ _ .. ` , - - � _ . �'�.. _ ,. Voice Local Features Call Forward Universal/Variable 3 3 $.00 Caller ID 3 3 $.00 Directory Listing (Non-Pub) -- 1 $2.00 Voice Long Distance Features Long Distance Minute -- 1 $.05/min Total Features $2.00 ---�_.__T_ __.___ _--.--._ . . . .__._ ___. ._ _ _ _ __ -- -- -- _ . . . , _ ,. - - -� ,� � • - . .- . . . . e . . • . - . . � - _------� Total Other Charges (Non-Recurring) $.00 .. .. � . P :.. � . .... _ .. . . . . . .. .. . . . .. ._...:. - ..,... _ .. . �iS.".1'�_ , � .. __._._ ..._.._.. _ . ..._. ...._.. _. ... . _._. . . _ .... _ .._._.. . _ .. Total Monthly 9Zec�sa Charges $71.99 Total Non-Recurring Charges $.00 In the event Customer makes changes to its services during the initial term of agreement, Customer is responsible for maintaining a Minimum Monthly Commitment of 85% of the Total Monthly Recurring Charges. Minimum Monthly Commitment $61.19 _ _ _ _ �. ...._ _� This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto. '�(our signature constitutes your acceptance of the Proposal and your agreement to the Windstream Service Terms and Conditions. O5 Nov 201416:14:00 ET Authorized Customer Initial Page: 1 CUSTOMER WINDSTREAM Signature: Signature: sGOt� � GO11LG��2L Printed Name: Printed Name: SCOtt S. GOnZal2z Tit�e: Tit�e: Channel Manager Date: Date: 11 / 5/ 2014 05 Nov 2014 16:14:00 ET Page: 2 wi ndstream� smar: solutions. personallzed servtce. AMENDMENT TO CUSTOMER SERVICE AGREEMENT This Addendum is entered on this day of , 201 , between the Windstream legal entit(ies) providing the Services to the Customer as identified on the Customer's bill ("Windstream") and VILLAGE OF TEQUESTA - OLD DIXIE HWY )("Customer"), and amends Customer Service Agreement ("CSA") entered between Windstream and Customer ("Parties") as of the same date. The CSA shall be deemed amended to include the following: PEACE OF MIND GUARANTEE Notwithstanding anything contained in the CSA to the contrary: (i) if Customer purchases a Business Bundle with a term of twenty-four (24) months or greater, Customer reserves the right to terminate such Services if Customer suffers a business downturn due to conditions out of its direct control causing Customer to close business operations entirely ("Closure"), or relocates its business to a new location or coverage area where Windstream is unable to provide Services ("Relocation"). Notice of such Cfosure or Relocation shall be provided to Windstream thirty (30) days prior via written notice to the address specified in the CSA. In such event, Customer shall not be liable for liquidated damages or any early termination liability as a result of such termination; however, Customer shall be liable for payment for services rendered through the effective termination date. This Section is limited to the location set forth affected by the Closure or Relocation. If Customer ports all or a portion of its Services to another provider, this provision is inapplicable; and (ii) in the event Windstream advertises a new Business Bundle promotion for a lower advertised rate than the rates received by Customer, Customer can opt to receive the newly advertised rates, provided Customer agrees to renew the term of services for an additional twenty-four (24) months. Peace of Mind Guarantee does not apply to Managed Router, Ethernet Internet Services, MPLS, Hosted Voip, Voip or Data Services. Except as modified in this Amendment or any other Amendment executed prior to this Amendment, all other terms and conditions of the CSA remain in full force and effect. In the event of any conflict between the CSA and this Amendment, the terms of this Amendment shall control. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized representative. Windstream Customer By� scott � GonLaGez By: ' Name: SCOtt S. Gonzalez Name: Tit�e: Channel Manager Title PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. . version 06.13.14 windstream� smart salutions. personafized service. WINDSTREAM SERVICE TERMS AND CONDITIONS These terms and conditions apply to the provision of all telecommunications and related services ("Services°) by Windstream' ("Windstream") to Customer under the proposal to which these terms and conditions are a part. These terms and conditions and Customer's proposai/sales order, and any service specific schedules form the agreement ("Agreement°). The Services will be offered in each area to the Customer by the Windstream a�liated entity authorized to provide the Services in the applicable jurisdiction. 1. Term and Renewal. This Agreement is effective on the date identified on the proposal ("Effective Date") and will continue for the term set forth in the proposal from the date that Services are installed until either terminated pursuant to the provisions below or replaced with a new agreement (the "Term"). Upon expiration of the Term, this Aareement will automatically renew for successive one-year terms (each, a"Renewal Term°) until terminated or cancelled pursuant to its terms. In the event a Customer provides written notice of its intent not to renew but does not terminate Services hereunder, Windstream shall have the option of continuing to provide such Services on a month-to-month basis, priced at Windstream's then current monthly rates. 2. Charges for Services; Billing and Payment. Customer is responsible for paying all charges that apply to the Services ordered on a proposal or used on a per-use basis by Customer, including items such as features, installation, labor, repair, long distance, and directory or operator assistance as specified on the proposal or set forth in Windstream's Price Lists or Tariffs. Customer is responsible for taxes, surcharges, fees, and assessments - that apply to the sale and use of Services, including how those may change in the future and regardless of whether such charges are identified in the f�qreement. Windstream wi41 bill Customer morrthty for the Service, and all bills are due and payable upon receipt. Payment will be considered late if not paid by the due date reflected on the invoice. All amounts payable by Customer shall be made without setoff or counterclaim and without deduction. Billing at a location will begin upon the earlier of (i) the installation date (which may be the date administrative access to certain software- based Services is granted to Customer); (ii) thirty (30) days after delivery of the applicable facility and/or equipment to the Customer premises (if the delay in connection of the facility and/or equipment is due to Customer or its agent); (iii) the date the Company notifies a Customer that Service is available for use by Customer; (iv) the date that Service would have been available for use by Customer if Customer had fulfilled its pertormance obligations required to provision the Service; or (v) the date that installation of MPLS services is complete at the second site in an MPLS network; however, Windstream may choose to bill in full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle.lf installation of off-net Services is delayed due to action or inaction by Customer, then Customer shall be responsible for all associated third-party provider charges. In certain service areas, paper bills are available only upon request and for a monthly charge and billing for usage will round up to the next cent. If Customer authorizes payment by credit or debit card, then Windstream will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing. WINDSTREAM RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES ("MRCS") ON AT LEAST THIRTY (30) DAYS' NOTICE AND OTHER RATES AT ANY TIME. 3. Service Outage Credits. For Windstream's business-grade local and long distance voice telecommunications services, T1 and higher facility network Internet access and private networking services, Customer will receive a credit of 1/30th of the MRC for that month for each day that Customer has a Service Outage, defined below. Only the Service affected by the Service Outage will be eligible for a credit. Credit is based upon the length of time Customer is without Service. Credits in any single month cannot exceed the MRCs for Service that was affected by a Service Outage in that month. For purposes of this Agreement, a"Service Outage' is defined as the complete inability to: (i) make or receive calls; (ii) access the Internet for the purpose of sending or receiving Internet traffic; or (iii) send or receive data across a Windstream supported private network. In the event Customer rents equipment or orders data center services from Windstream, such equipment and services shall not be considered "Services" for purposes of service credits under this Agreement. 4. Disputes. To dispute a bill, Customer must do so in good faith and deliver to Windstream in writing the specific basis for such dispute within sixty (60) days after the date on the bill. If Customer does not follow this dispute process, the dispute shall be deemed waived. 5. Partial Payments; Late Payments. Windstream may accept any payments Customer marks as being "payment in full" or as being settlement of any dispute without waiving any rights Windstream has to either collect the full payments from Customer. Customer is responsible for paying all costs and fees Windstream incurs as a result of collecting Customer's unpaid charges. If Windstream does not receive full payment when due or does not receive payment in immediately available funds, Windstream will add a late payment fee to the amounts owed and will calculate such fee as the total owed times interest at the maximum rate allowable by law. 6. Credits and Deposits. Customer authorizes Windstream to ask credit-reporting agencies for Customer's credit information. Windstream may require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer increases Services or Customer's credit rating changes. The deposit will be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except that Windstream at its discretion may apply the deposit to any amount due and unpaid by Customer. 7. Services Location; Moves. Customer is responsible for providing an environment that is suitable for the Services, including equipment that is compatible with Windstream's network. Customer shall provide Windstream with the correct address to obtain Services, because Windstream relies on such information to determine which taxes, fees, surcharges and assessments apply to the Services. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments and penalties related thereto. Customer will notify Windstream if Customer's address changes, in which case Windstream may either (a) terminate the affected Services, or (b) allow Customer to provide sixty (60) days' advance notice to Windstream to move Services to a new location and pay any applicable installation charges. Customer will enter into a new agreement for such new location, or Windstream will apply the liquidated damages set forth in Section 15 for the terminated location. Charges, including reasonable administrative costs and fees incurred by Windstream may apply as a result of Customer's move, in addition to a change in MRCs. , Windstream is defined for purposes of thls Agreement to mean Windstream Communications, Inc. or such authorized Windstream affiliated en6ty providing Services to Customer as identified on Cusromefs bill. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. wi ndstream version 06.13.14 smari solutions. personalized service. - 8. Windstream-Provided and Owned Equipment. Any equipment installed by Windstream on Customer's premises that is not the subject of a sale to Customer (such as the CSU/DSU, interface cards, Channel Bank and routers, if applicable) shall remain at all times the property of Windstream. Equipment shall remain in good condition, less normal wear and tear. Windstream shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimbu�se Windstream for the cost of any necessary repairs. Customer shall provide Windstream reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If Windstream does not have access to Customer's premises within thirty (30) days after Customer terminates this Agreement, or if Windstream requests Customer return the equipment and Customer does not return the equipment to Windstream within thirty (30) days of termination, Customer shall reimburse Windstream for the full purchase price of the equipment as well as any attorney's fees and costs. Customer shall pack and ship the equipment in such a way so as to limit and/or avoid damage to the equipment. In the event the equipment is damaged in shipping, Customer shall be responsible for the cost to replace the equipment. For the avoidance of doubt, Customer is responsible for maintaining all equipment on its premises not provided and/or owned by Windstream and ensuring such equipment is compatible with Windstream's network. All terminal equipment must be registered with the Federal Communications Commission ("FCC") under 47 C.F.R. Part 68, and all wiring must be installed and maintained in compliance with those regulations. 9. Disconnection of Current Provider; Special Construction; Third Party Charges. Customer is solely responsible for disconnecting Services with its current service provider. Windstream is not responsible for any charges assessed against Customer by such provider. Customer shall pay all charges if Windstream or a third party provider is required to extend the demarcation point or undertake special construction for Customer. Unless Windstream specifically agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for all charges assessed by its phone system vendor and other third parties in connection with the installation of the Services and Windstream shall have no responsibility for maintenance or repair of same. 10. Third Party Software . As part of the Services, Customer may be allowed to use certain software and related documentation developed and owned by Windstream's third-party software licensors (collectively, the "Software"). This Software is neither sold nor distributed to Customer and Customer may use it solely as part of the Services and for no other purpose. Customer may not and agrees not to: (i) transfer such Software outside the Services or to any other person or entity; (ii) make copies of the Software, either through a virtual snapshot of the server containing the Software or otherwise; or (iii) transfer the Sofiware outside of Windstream's infrastructure and/or premises. Further, Customer agrees to provide Windstream with evidence that its use of the Software is in compliance with the Agreement and/or third-party soflware licensor's terms from time to time during the Term as requested by Windstream. If Customer fails to provide such evidence when requested, or is otherwise not in compliance with the Agreement and/or third-party software licensor's terms, Windstream may, at its sole option suspend or terminate the Services that include the Software. For the avoidance of doubt, Windstream's Software licensors are not responsible for providing any support in connection with the Services or the Soflware. 11. Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH WINDSTREAM, CUSTOMER WILL BE REQUIRED TO COMPLETE A CLICK-THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT http://www.windstream.com/leaal/ Google Apps Premier Edition License.pdf PRIOR TO USING THE RELEVANT SERVICES. Windstream may cancel Google Services at any time on thirty (30) days' notice and, at Windstream's option, may either terminate such Google Services altogether or move Customer to a similar platform. In the event that Windstream or Customer terminates the Google Services or downgrades or cancels Google Services, Customer is solely responsible for downloading all of its information to its computer within thirty (30) days. 12. Government Funding Customer must notify Windstream of all restrictions, requirements and reporting obligations to which Windstream could become subject pursuant to any government program before Windstream provisions Services to Customer. Customer will not use such funds, including stimulus funds, grants or loans, in whole or in part, to support its performance under this Agreement without Windstream's prior written consent regarding any specifically applicable terms. If Customer fails to provide such prior written notice to Windstream of government funding or if Windstream does not consent to the use of such funding, then Windstream has the right, in its sole discretion, to reject any order or terminate this Agreement and/or any applicable Services, without liability or obligation to Windstream. If Customer requests government funds for payment of Services under this Agreement and such funding request is denied, Customer shall remain responsible for one-hundred percent (100%) of the cost of Services. 13. Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND INCORPORATES THE FOLLOWING BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (I) THE TERMS AND CONDITIONS OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (11) THE FCC OR STATE WEB-POSTED PRICE LISTS OR TERMS AND CONDITIONS (EITHER "PRICE LISTS") POSTED AT htt��.//windstream.com/documents/detariffedservices.�df; (III) FOR INTERNET, THE "ACCEPTABLE USE POLICY" POSTED AT http•//www2 windstream neUcustomersu�oortlusersguide/acce�Uacceot html AND THE "PRIVACY POLICY" POSTED AT �://www.windstream.com/ riva .aspx; AND (I� IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES (I.E., ONLINE BACK UP SERVICES, TECH HELP, ETC), CUSTOMER WILL BE REQUIRED TO CLICK-THROUGH AGREEMENTS RELATED TO THOSE SERVICES (CLICK-THROUGHS) PRIOR TO ACCESSING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS AGREEMENT. This Agreement, the documents incorporated by reference and any addendums entered between the parties constitute the parties' entire Agreement. This Agreement may be amended only in a writing signed by authorized representatives of each party. This Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any Windstream employee or agent. In the event of any conflict between the provisions of this Agreement and any of the documents incorporated by reference, the provisions of the Google License shall control for Google Services, followed by the Tariffs and Price Lists or Value-Added Services click-through agreements for applicable Services, this Agreement and then the Acceptable Use and Privacy policies. This Agreement may be signed in counterparts, and facsimile or electronic scanned copies may be treated as original signatures. Windstream also may execute this Agreement via a verifiable electronic signature. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. w i n dst ream version 06.13.14 smari solutrons. personalized service. 14. Termination. Either party may terminate this Agreement by providing at least thirty (30) days' no6ce prior to the end of the initial Term or a Renewal Term, or if the otfier party is in breach of any material provision of this Agreement and such other party fails to cure within thirty (30) days after written notice. Noiwithstanding, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after written notice. Customer's right to terminate for cause is limited to termination of the affected Services at the affected location only. In the event Customer rents equipment from Windstream and Customer terminates network Services pursuant to this section, Customer shall remain obligated to fulfill the remainder of the applicable equipment schedule term. Windstream may limit, interrupt, suspend or terminate Services immediately if: (a) after any required notice, Customer has not paid for Services, or has failed to pay a deposit or advance payment requested by Windstream; or (b) Customer uses the Services in an adverse manner that affects Windstream's network or other customers, Customer or others have used the Services fraudulently or unlawfully while on Customer's premises or via Customer's equipment or while the Services are under Customer's control, or there otherwise occurs an event for which Windstream reasonably believes that the suspension or termination of Services is necessary to protect Windstream or Windstream's other customers from an imminent and significant operational, financial or security risk, in which case Windstream will provide advance notice if practicable ; or (c) Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services; or (d) Customer resells any Services or uses the Services to aggregate other persons' traffic; or (e) Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider; or (� Customer fails to comply with any applicable regulations or statutes and does not cure such failure to comply within ten (10) days of receiving notice from Windstream; or (g) if Customer impersonates another person, uses obscene or profane language or is abusive or harassing when communicating with Windstream representatives, and fails to stop the behavior after receiving a written or verbal warning from Windstream. In addition to the termination rights of Windstream set forth above, if Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services (including, but not limited to, circumstances in which Windstream is receiving traffic from Customer that originates from a location other than the local calling area associated with the customer's service location or Customer is terminating large volumes of calls to areas in which the cost to terminate such calls is high or to a toll-free number, or when ten percent (10%) or more of Customer's calls are six (6) seconds or less, and/or when more than forty percent (40°/a) of call attempts are uncompleted per trunk group and DSO/DSO equivalent), and whether or not such use of the Services is due to Customer or a third party accessing Customer's Services or Equipment fraudulently, Windstream may: (v) charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative costs and any charges from other carriers; (w) charge an additional price per minute in Windstream's discretion for each call that violates this provision; (x) restrict or cancel use or convert customer to another plan; (y) require customer to pay for the excessive use immediately and make a deposit; and/or (z) void any applicable price guarantee. Windstream may restore service if customer corrects the violation and pays all outstanding amounts owed, including restoration charges. Prior to installation of Services, Windstream may attempt to verify the availability of facilities, and in the event that Windstream determines in its sole discretion that facilities are not economically or technically feasible, Windstream has the right to terminate this Agreement without liability. 15. Effect of Termination. a. Pre-Installation- - If Customer terminates this Agreement after the Effective Date but prior to the installation of Service(s), Customer will pay Windstream a Pre-Installation Cancellation Charge ("Cancellation Charge") equal to three (3) months of MRCs except that if Windstream's costs to other providers are greater than this amount, Customer shall also reimburse Windstream for such costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by Windstream to prepare for installation. The Cancellation Charge set forth in this Section 15(a) is in lieu of the charges set forth in 15(b) below for post-installation cancellations. b. Post-Installation-- CUSTOMER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERVICES FOR THE TERM OR RENEWAL TERM. AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF WINDSTREAM'S TERMINATION FOR CUSTOMER'S BREACH, CUSTOMER SHALL PAY TO WINDSTREAM AS LIQUIDATED DAMAGES� AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE TERMINATED SERVICES MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR RENEWAL TERM ("LIQUIDATED DAMAGES"). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY WINDSTREAM, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY WINDSTREAM TO INITIATE OR TERMINATE THE SERVICES, THIRD PARTY COSTS, USE OF LIMITED NETWORK RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS OR CREDITS GRANTED. If Customer's proposal includes Monthly Minimum Charges or Fees ("MMCs" or "MMFs") and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below the MMC or MMF for that location, Customer will pay the MMC or MMF every month in lieu of the Liquidated Damages set forth above. If Customer's proposal does not includes MMCs or MMFs and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the Liquidated Damages set forth above. Additionally, if Customer received a bundled rate for the disconnected Service(s), then Customer's charges may be adjusted by Windstream to the unbundled service rates. 16. Limitation of Liability. FOR PURPOSES OF THIS SECTION, AND THE FOLLOWING SECTIONS DESCRIBING INDEMNITY, DISCLAIMER OF WARRANTIES, AND EMERGENCY. CRITIGAL LINES SECTIONS, "WINDSTREAM" INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF WINDSTREAM RESELLS SERVICES. A. WINDSTREAM'S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY S1X (6). IF CUSTOMER'S SERVICE IS INTERRUPTED, WINDSTREAM'S LIABILITY WILL BE LIMITED TO A PRO-RATA CREDIT FOR THE PERIOD OF INTERRUPTION. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT WINDSTREAM'S LIABILITY AS PROVIDED HEREIN. UNDER NO CIRCUMSTANCES WILL WINDSTREAM BE LIABLE FOR ANY ACCIDENT OR INJURY CAUSED BY SERVICES, ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST BUSINESS PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. wi ndstream version 06.13.14 smart solufions. personalized service. OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES OR FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND WINDSTREAM'S REASONABLE CONTROL. WINDSTREAM IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN, MISUSED, OR THE VICTIM OF FRAUD, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL USAGE, CHARGES, AND LIABILITY INCURRED FOR SUCH LOSS, MISUSE, THEFT, OR THE RESULT OF FRAUD OF SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF WHETHERNVHEN WINDSTREAM NOTIFIES CUSTOMER OF INCREASED USAGE. B. ENTRY ONTO WINDSTREAM'S PREMISES IS AT CUSTOMER'S OWN RISK, AND WINDSTREAM ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM ARISING FROM ANY CAUSE OTHER THAN WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO CUSTOMER DURING SUCH VISIT. WINDSTREAM IS NOT RESPONSIBLE IF EQUIPMENT IS LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL LOSS INCURRED FOR MISUSE, MISHANDLING OR PROVISIONING OF CUSTOMER EQUIPMENT INCOMPATIBLE WITH THE SERVICES, CHANGES MADE TO THE SERVICES BY CUSTOMER OR A THIRD PARN NOT AUTHORIZED TO MAKE CHANGES, OR BY WINDSTREAM AT THE DIRECTION OF CUSTOMER. IN NO EVENT SHALL WINDSTREAM BE RESPONSIBLE FOR ANY THIRD-PARTY EQUIPMENT, INCLUDING ANY DAMAGES THAT MAY ARISE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE THIRD-PARTY EQUIPMENT. TO THE EXTENT WINDSTREAM IS LIABLE FOR DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT, SUCH LIABILITY WILL BE LIMITED TO THE THEN-CURRENT BOOK VALUE OF THE DAMAGED EQUIPMENT. EACH PARN IS RESPONSIBLE FOR INSURING THE EQUIPMENT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS. 17. Indemnity. EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD-PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT. FURTHER, CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS WINDSTREAM FROM AND AGAINST ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH (I) ANY FAILURE BY CUSTOMER OR CUSTOMER'S END USERS TO COMPLY WITH WINDSTREAM'S ACCEPTABLE USE POLICY OR APPLICABLE LAW, OR (II) CLAIMS OF OWNERSHIP OR SUPERIOR RIGHTS TO CUSTOMER EQUIPMENT OR OTHER INTELLECTUAL PROPERTY BY A THIRD PARTY. 18. Force Majeure. Windstream shall be excused from, and shall have no liability, including service credits, with respect to, any delay or failure to pertorm hereunder caused by any event beyond its reasonable control, including but not limited to, (i) cable cuts or common carrier delays; (ii) actions, failures to act or delays by Customer or others authorized by the Customer to use the Service; (iii) failure of power, equipment, services or systems not provided by Windstream including but not limited to other providers' networks and interconnections to or from and connectivity with other Internet Service Providers' neiworks; (iv) Customer owned or leased equipment or facilities (i.e., Customer's PBX, Local Area Network (LAN); (v) during any period in which Windstream or its agents are not afforded access to the premises where access lines associated with the Services are terminated or the Customer elects not to release the Services for testing and/or repair and the Customer continues to use Services; (vi) maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption (Windstream reserves the right to schedule maintenance and upgrades to the network seven (7) days a week from 12a.m. to 6a.m. in the local time zone of the area being worked on without prior notice to Customer or upon reasonable advance notice outside these time frames); (vii) when a Service Outage has not been reported to Windstream or where there is a trouble reported, but no trouble found; and (viii) labor difficulties, governmental orders, civil commotion, acts of God and other circumstances beyond Windstream's reasonable control. 19. Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, SERVICES, EQUIPMENT, AND THE DESIGNATED CUSTOMER AREA ON WINDSTREAM'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON- INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR ANY WARRANTY REGARDING THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR OVER THE NETWORK AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR-FREE SERVICE, TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED. EXCEPT AS EXPRESSLY PROVIDED IN WINDSTREAM'S PRIVACY POLICY, WINDSTREAM HAS NO OBLIGATION TO PROVIDE SECURITY OR PROTECTION FOR CUSTOMER'S PRIVACY, CONFIDENTIAL INFORMATION OR DATA. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY WINDSTREAM'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. 20. Emergency. Critical Lines. CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT PROVIDE ACCESS TO 911 OR TRANSMIT THE LOCATION OR EXTENSION IF CUSTOMER AITEMPTS TO ACCESS 971 IN AN EMERGENCY Examples include voice over Internet protocol ("VoIP"), Centrex, Allworx ReachTM Application ("Allworx ReachTM'"), and private branch exchange. Additionally, because T1s and VoIP can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical functions. When using VoIP service or Allworx ReachT"", Customer must timely update changes to their registered location for 911 services. By signing this Agreement, Customer acknowledges that Customer has read this disclosure. By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address, extension or other information to emergency authorities. PRIVATElPROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. . version 06.13.14 windstream� smart solu[rons. personalized serv�ce. 21. Misceilaneous. (a) Notices and Electronic CommunicationsAny notice pursuant to this Agreement must be in writing and wiil be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's proposal or to Windstream at Windstream, Attn: Correspondence Division, 1720 Galleria Blvd., Charlotte, NC 28270, �ndstreambusinesscustomersup��windstream com or at such other address provided to the other party. CUSTOMER AGREES THAT WINDSTREAM MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING WItVDSTREAM'S SERVICES;(b) Aooficable LawThis Agreement is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that state's conflict of laws principles. if this /�qreement covers multiple states, then it is subject to Nebraska law, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of federal courts in the state in which the Services are provided (or federal courts in Nebraska, if the Agreement covers muitiple states) so long as diversity and the amount in controversy requirements are met, or a federal question is at issue; (c) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT; (d) Statute of LimitationsNo claim may be asserted by either party against the other with respect to any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted; the foregoing statute of limitations is not applicable to billing disputes, which are governed by the timeframe for disputes described in Section 4; (e) AssignmentEither party may assign this Agreement to an a�liate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide Windstream with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes. Otherwise, Customer may not assign its rights and obligations under this Agreement without Windstream's advance written consent. Any attempted assignment in violation of this provision is void;(fl Third Party Beneficiaries: No third parly shall be deemed a beneficiary of this Agreement; (g) Publicitv: Customer agrees that Windstream may pubficly disclose that Windstream is providing Services to Customer and may include Customer's name in promotional materials, including press releases;(h) Waiver: Either party's failure to enforce any right or remedy available under this Agreement is not a waiver; (i) Severabilitv: : If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect; (j) urviv I: Sections 16 through 21 survive after this Agreement ends; (k) Handwritten Changes: Handwritten changes are not binding on either party;(I) Use of Products in U.S.: Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At Windstream's request, Customer shall sign written assurances and other export-related documents as may be required for Windstream to comply with U.S. export regulations; (m) Reoresentation on Authority of Parties/Sic�natories: Each person signing this Agreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized in accordance with its corporate governance documents and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms; (n)Confidentialiix: Except when this Agreement is required to be filed with a governmental authority or as may otherwise be required by local, state or federal freedom of information laws, the parties agree that this Agreement contains proprietary and confidential information and shall not be disclosed publicly to any third party except the such dealer(s) or agent(s) of Windstream that are negotiating with Customer in order to execute this Agreement. 22. Service Specific Provisions: For Dynamic IP Services Only; Customer represents and warranties that it will immediately notify and post alternative dialing instructions to its end-users if any restrictions or limitations to access emergency 911 services a result from its actions including but not limited to: (a) Extending the origination of outbound calling capabilities of the Dynamic IP service outside of the Windstream Dynamic IP-serviceable area by means of private circuits, wireless service, public networks, the pubfic Internet or other means; (b) Implementing call routing schemes within its applications, systems or networks which may prevent access to emergency services; or (c) Implementing call routing schemes within it applications, systems or networks which may route outbound emergency 911 calls to Public Service Answering Points (PSAPs) other than the PSAP servicing the calling party end-user location. Customer agrees to indemnify and hold Windstream harmless from all claims, causes of action, damages and judgments arising from restrictions or limitations to access emergency 911 services as a result of customer's actions or inactions in ensuring that all 911 dialed calls are routed to the proper PSAP using Windstream's dynamic IP service. For Managed CPE Firewal! Services Only: Authorization to Perform Testing_. Certain laws and regulations prohibit the unauthorized penetration of computer networks and systems. Customer hereby grants Windstream the authority to access Customer's networks and computer systems solely for the purpose of providing the Managed CPE Firewall Service. Customer acknowledges that the Managed CPE Firewall Service constitutes permitted access to Customer neiworks and computer systems. In the event one or more of the IP Addresses Customer gives to Windstream are associated with computer systems that are owned, managed, and/or hosted by a third party service provider ("HosY'), Customer agrees to: (i) notify Windstream of such Host arrangement prior to the commencement of any Managed CPE Firewall Service; (ii) obtain HosYs written consent for Windstream to provide the Managed CPE Firewall Service on HosYs computer systems, which includes acknowledgement of the risks and acceptance of the conditions set forth herein; (iii) provide Windstream with a copy of such consent, acknowledgement and acceptance; and (iv) facilitate any necessary communications and exchanges of information between Windstream and Host in connection with the Managed CPE Firewall Service. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonabfe attorney's fees that arise out of Customer' s 4ailure to comply with this section. Customer will indemnify and hold Windstream and its suppliers harmless from any and all third party claims that arise out of the testing and evaluation of the security risks, exposures, and vulnerabilities of the IP Addresses that Customer provides. Customer acknowledges that the Managed CPE Firewall Service entail certain risks including the following possible negative impacts: (i) excessive log file disk space may be consumed due to the excessive number of log messages generated by the Managed CPE Firewall Service; (ii) perFormance and throughput of networks and associated routers and firewalls may be temporarily degraded; (iii) degradation of bandwidth; and (iv) Customer computer systems may hang or crash resulting in temporary system unavailability and/or loss of data. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 windstream. smart solutrons, personafized service. With regard to any software components of the Firewall Device, Customer agrees it will not: (i) use or make any copies of the software; (ii) reverse engineer, decompile, or disassemble the software; (iii) sell, resell, transfer, license, sublicense, or distribute the softuvare; or (iv) create, write, or develop any derivative software or other software program that is based on such software. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees, which arise out of Customer's failure to comply with the foregoing. Customer Signature: PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. Letter of Agency Contact Name: Sales Office: WEST PALM BEACH BTN: Dealer Name: Company Name: Sales Rep Name: Instali Address: Order Date: Current Carrier: Additional BTNs: Authorization to Change Service Provider(s) On behalf ofi the Company, I hereby authorize Windstream NuVox, Inc. and its affiliates to change my Company's provider(s) for the following services from my current telecommunications carrier(s) to Windstream for each of the telephone numbers listed below (check all that are applicable): � Local � Intrastate, IntraLATA Long Distance Service (also known as local toll) � Interstate, InterLATA and Intemational Long Distance � Internet I represent that I am at least eighteen years of age. I also represent that I am the party identified in the account records of my local telephone company as responsible for payment or that I have the authority to change telecommunications carriers for each of the telephone numbers identified herein. I understand that I have the right to obtain telecommunications services individually. I also understand that I may designate only one local exchange carrier, one intraLATA carrier, and one interLATA carrier per telephone number. I also understand that by checking beside the services listed above that Company's preferred carrier for the selected services will be changed, but only for those numbers set forth below. I understand that the monthly rate plan does not include taxes or applicable regulatory fees. I choose Windstream to act as my agent in order to effectuate the change(s) and authorize Windstream to handle on my behalf all arrangements, including ordering, changing, and/or maintaining my service, with my local telephone company(s), interexchange carriers, joint user group(s), equipment vendor(s) and consultant(s). By designating Windstream to act as my agent, I do not permit Windstream to change my service to a carrier other than Windstream. In addition, I authorize Windstream to issue all necessary instructions to the foregoing for the purpose of fulfilling its agency on my behalf. This agreement will remain in effect until revoked in writing by the Company. Numbers: I I understand that I may consult Windstream Communications, Inc. as to whether a fee applies to change from the Company's current telecommunications carrier(s) to Windstream Communications, Inc. Company Signature: Date: I understand that by signing above, Company's preferred provider for the telecommunications service(s) checked above will be changed for the telephone number(s) specified above. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disctosed outside Windstream except pursuant to a written agreement. wi ndstream• Legal & Regulatory—Customer Service Record Authorization rnnnecting6usinessm6usiness Page 1 of 1 REQUEST FOR RELEASE OF CUSTOMER INFORMATION The undersigned hereby appoints Windstream Communications to act as an agent on its behalf for the sole purpose of obtaining customer information from: (Customer's current Local Telephone Company) The undersigned hereby authorizes the Local Telephone Company to make all pertinent information available, including the results of an account research and itemization for specified Billing Telephone Numbers, to Windstream Communications, and to work with and follow Windstream Communications' instructions with reference to the abovementioned matters. Billing Telephone Number(s): *SIGNATURE PRINTED NAME TITLE COMPANY NAME COMPANY INSTALLATION ADDRESS DATE *Signature on this document does not authorize a change in telecommunications providers. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream Communications except pursuant to a written agreement. v�ri nd�tr�ram� c��n�ertir�g �usiness �o b�usiness AUTHORIZATION TO USE CUSTOMER PROPRIETARY NETWORK INFORMATION ("CPNI") FOR DEALER CUSTOMERS In the course of providing service to your company, Windstream Communications, Inc. and its affiliates ("Windstream") will obtain and possess certain usage-related information about the quantity and type of the communications services your company uses. This information is referred to as customer proprietary network information ("CPNI"). As a practical matter, CPNI includes information such as the type of communications services that you purchase from Windstream (e.g., local service, long distance service, internet service), the features that you purchase (e.g., call waiting, caller ID), and your usage patterns. Under federal law, you have the right, and Windstream has the duty, to protect the confidentiality of your CPNI. We may use your CPNI to tailor our products and services to your needs and to enhance our ability to meet all of your communications needs by making you aware of products and services that we believe may be of interest. We also may share this information with ("Dealer") for the purpose of marketing/selling Windstream products and services to you, to enhance your current service with Windstream, and to ensure accurate Dealer compensation. Dealer will not use this information for the purpose of selling non-communications related products and services. By signing below, you consent to Windstreams use and sharing of CPNI for the purposes described herein and to the persons/entities identified above. You may contact Windstream at 1-877-759-9072 at any time or visit a local Windstream retail store location to deny use of your CPNI. Your consent to use CPNI is valid until revoked and your decision will not affect the quality of service that Windstream provides to you. Customer Name: Customer Signature: Date: NVC001030006 Legal & Regulatory International Access Agreement June 14, 2007: Revision C Page 1 of 1 windstream. rnnnerting 6usiness to b�siness International Calling Access Agreement Attention Customer. Contact Windstream at 1 8006005050, Option 3 for processing As indicated below, Customer has requested that Windstream Communications ('�ndstream'� permit Customer access to International Calling service by removing the "blocking" that Windstream typically applies to this service. Customer agrees and acknowledges that Customer shall be liable for all charges associated with Intemational Calling service dialed from the customer premises or through the use of Customer's Windstream account access and/or Calling Card codes, regardless of whether such use (1) is authorized by Customer management; (2) is initiated by Customer employees or third parties; or (3)constitutes or invo{ves ftaudulent a�tivity of any nature. Customer agrees that Windstream assumes no liability of any kind with respect to its providing access to International Calling service via connections from Customer premises and locations where Customer uses Windstream services. Customer shall indemnify, defend and hold harmless Windstream against any and all claims made by the third party provider of Intemational Calling service. Customer acknowledges that, pursuant to govemment regulation, failure to make proper payment to third party vendors of International Calling senrices could result in suspension or interruption of long distance and/or local services provided by Windstream. Windstream assumes no liability of any kind with respect to such potential service suspensions or interruptions. My initials in the space(s) below indicate that I authorize Windstream Communications to do the following: Initial to Block International Calls Customer Signature: Printed Name: Account Number: Date: Main telephone number: Contact Number: Ticket number: Company Name: Initial if block will be removed from all lines (If not, please specify from which numbers will have the block removed). PRIVATEIPROPRIETARY Contains Private andlor Proprietary Information. May not be used or disclosed outside WindsVeam Communications except pursuant to a written agreement. Faxto:1-877-335-5506 � MPLS VPN , windstream� � _. _ �; � � ��`� m � �� .>. _, . :�ra • . ,.. ,. . . , , �. . . — ,.. ... . .. ,._. .,. . . . _ .r. . _ _.. . . ._ Customer Name VILLAGE OF TEQUESTA EAN 4545659 - SEABROOK RD Install Street Address 399 SEABRO�OK RD City, State, Zip TEQUESTA, Florida , 33469 Main Telephone Number (561)746-0005 Market WEST PALM BEACH Contact Name Brad Gomberg Proposal ID 2550160 Account Representative Scott Gonzalez Proposal Type New Dealer Name Telrite Communications Term 3 Years Consult Effective Date 05 Nov 2014 — ---- ;, . __�'�; -- __. :, . .. . � � 4 . , ..,�� . __. __ . -- �'S�. X'+B�CE4�k�. . . . -. 8�,. ,�'�. ": _ .:.v,- . ..n .�. .. . - _.e;.� . . ' .,. . .. . . �� i . . . . � . .: _ _ .: ... _ . . . . . . . .. . . . . .. Transport T1 1 -- MPLS VPN Bandwidth 1.5 Mbps -- Quality of Service (QoS) 1.5 Mbps -- Total Services $231.05 __ ._ __ . _ ___ - _ . __. _ __ __ _. _ _ _ _ .__.__ _ - �- ' _ � ` � `�� . . � � ` '� WIN Network Portal 1 1 $.00 Bandwidth Data Features Data Equipment Maintenance -- 1 $10.95 Block of 8 IPs 1 $8.00 Total Features $18.95 _ _ __ ____.----___ _- -- --.._____ __.._ __�---- --_ .. . .__ • , ..� ___ _ _ _ _ . _ ---- _ -- ----- - _ ,.�. g __ _. . . _ . .. . = .' � ", . � .,� o - -��, , . e . Total Other Charges (Non-Recurring) $.00 . __ _ � _ _ -- - _ __: _ _____. � . � e ;»� � , � � . � � . .,... .- _.. .. .: ......... .. .. . . �. r'- . . i .. ..., f. ... . .. .. . .. . ... �.. 4 {�ak'. 4 Y N Total Monthly Recurring Charges $250.00 In the event Customer makes changes to its services during the initial term of agreement, Customer is responsible for maintaining a Minimum Monthly Commitment of 85% of the Total Monthly Recurring Charges. Minimum Monthly Commitment $212.50 _ _ _ _ ---- -- _,,�.-g .� _-- - - - r-- _._ � � _� . . .. �,._ ^ . ' ... � ' _ �' � 4 .- �� ' .� � . : �. . , -., �, . � � �� . .. _ ..�-:� �. .�.. ._-,,. .s+`t" . . . , _.u.$ � . .... _. . . . _ _ ...__ .. . . . .. � .: . This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto. Your signature constitutes your acceptance of the Proposal and your agreement to the Windstream Service Terms and Conditions. OSNov201414:49:15ET Authorized Customer Initial Page: 1 CUSTOMER WINDSTREAM Signature: Signature: sGOtL� �. GD!?LG��2L Printed Name: Printed Name: SCOtt S. GOtlZalez Tit�e: Tit�e: Channel Manager Date: Date: 11 / 5/ 2014 05 Nov 2014 14:49:15 ET Page: 2 !� Peace of Mind J windstream� � � � ,�; . ,�,�. � ... ._ . _ „ _ . _ ._ . . . .,_ � -,._« �... x. .:... ,�.. ,.._ . .�.�:: . ��r . , e� . , Customer Name VILLAGE OF TEQUESTA EAN 4545659 ' - SEABROOK RD Install Street Address 399 SEABRO�OK RD City, State, Zip TEQUESTA, Florida , 33469 Main Telephone Number (561)746-0005 Market WEST PALM BEACH Contact Name Brad Gomberg Proposal ID 2550172 Account Representative Scott Gonzalez Proposal Type New Dealer Name C o Irite Communications Term 3 Years Effective Date 05 Nov 2014 ___. _ _ -- - - _ � . � ,. t ra � , �i'� �� — , — ��, . ,. �_ � ..�. .. . . . . .. ..�;r. , . . ,. . _... . . . � . ;, �:..,,. .a+s°�'" . �:,a'Y+�.o�'ck,'..�+ -il� , *k � . _ _. _ .r � � .� . , ' � . _ . . . ... .� ..'� , . ,� _ � . .x� ... .. �. . ., ...__ .. ...,.. , . Business Line _ 3 _ _. . Peace of Mind Total Services $69.99 Voice Local Features Call Forward Universal/Variable 3 3 $.00 Caller ID 3 3 $.00 Directory Listing (Non-Pub) -- 1 $2.00 Voice Long Distance Features Long Distance Minute -- 1 $.05/min Total Features $2.00 __��__ _ ._ __ _- _ _ __ ._ -.. __ .. - ,, , _ . . _ ,. � _ � - . .- . . `� � . e .- . . . � � Total Other Charges (Non-Recurring) $.00 Total Monthly Recs�rring Charges , $71.99 Total Non-Recurring Charges $.00 In the event Customer makes changes to its services during the initial term of agreement, Customer is responsible for maintaining a Minimum Monthly Commitm�ent of 85% of the Total Monthly Recurring Charges. Minimum Monthly Commitment $61.'!9 _ _ _;-�,.. _ . . .,; _ _ �his Proposa! is subject to and controlled f�y the Windsiream Service Terms and Conditio�s, which are incorporated herein by reference and attached hereto. `(our signature constitutes your acceptance of the Proposal and your agreement to the Windstream Service Terms and Conditions. 05 Nov209414:54:32 ET Authorized Customer Initial Page: 1 CUSTOMER WINDSTREAM Signature: Signature: sGD�t c� (`.7011LG��6L Printed Name: Printed Name: SCOtt S. G011zalez Tit�e: Tit�e: Channel Manager Date: Date: 11 / 5/ 2014 OS Nov 2014 14:54:32 ET Page: 2 windstream� smart solutions. personalizecJ serv�ce. AMENDMENT TO CUSTOMER SERVICE AGREEMENT This Addendum is entered on this day of , 201_, between the Windstream legal entit(ies) providing the Services to the Customer as identified on the Customer's bill ("Windstream") and VILLAGE OF TEQUESTA - SEABROOK RD )("Customer"), and amends Customer Service Agreement ("CSA") entered between Windstream and Customer ("Parties") as of the same date. The CSA shall be deemed amended to include the following: PEACE OF MIND GUARANTEE Nofinrithstanding anything contained in the CSA to the contrary: (i) if Customer purchases a Business Bundle with a term of twenty-four (24) months or greater, Customer reserves the right to terminate such Services if Customer sufFers a business downturn due to conditions out of its direct control causing Customer to close business operations entirely ("Closure"), or relocates its business to a new location or coverage area where Windstream is unable to provide Services ("Relocation"). Notice of such Closure or Relocation shall be provided to Windstream thirty (30) days prior via written notice to the address specified in the CSA. In such event, Customer shall not be liable for liquidated damages or any early termination liability as a result of such termination; however, Customer shall be liable for payment for services rendered through the effective termination date. This Section is limited to the location set forth affected by the Closure or Relocation. If Customer ports all or a portion of its Services to another provider, this provision is inapplicable; and (ii) in the event Windstream advertises a new Business Bundle promotion for a lower advertised rate than the rates received by Customer, Customer can opt to receive the newly advertised rates, provided Customer agrees to renew the term of services for an additional twenty-four (24) months. Peace of Mind Guarantee does not apply to Managed Router, Ethernet Internet Services, MPLS, Hosted Voip, Voip or Data Services. Except as modified in this Amendment or any other Amendment executed prior to this Amendment, all other terms and conditions of the CSA remain in full force and effect. In the event of any conflict befinreen the CSA and this Amendment, the terms of this Amendment shall control. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized representative. Windstream Customer By� scott S GonLaGeL By� Name: Scott S. Gonzalez Name: Tit�e: Channel Manager Title PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. . version 06.13.14 wi ndstream� smart solufrons. personalized service. WINDSTREAM SERVICE TERMS AND CONDITIONS These terms and conditions apply to the provision of all telecommunications and related services ("Services") by Windstream' ("Windstream") to Customer under the proposai to which these terms and conditions are a part. These terms and conditions and Customer's proposal/sales order, and any service specific schedules form the agreement ("Agreement"). The Services will be offered in each area to the Customer by the Windstream affiliated entity authorized to provide the Services in the applicable jurisdiction. 1. Term and Renewal. This Agreement is effective on the date identified on the proposal ("Effective Date") and will continue for the term set forth in the proposal from the date that Services are installed until either terminated pursuant to the provisions below or replaced with a new agreement (the "Term"). Upon expiration of the Term, this Aareement will automaticallv renew for successive one-year terms (each, a"Renewa{ Term") until terminated or cancelled pursuant to its terms. In the event a Customer provides written notice of its intent not to renew but does not terminate Services hereunder, Windstream shall have the option of continuing to provide such Services on a month-to-month basis, priced at Windstream's then current monthly rates. 2. Charges for Services; Billing and Payment. Customer is responsible for paying all charges that apply to the Services ordered on a proposal or used on a per-use basis by Customer, including items such as features, installation, labor, repair, long distance, and directory or operator assistance as specified on the proposal or set forth in Windstream's Price Lists or Tariffs. Customer is responsible for taxes, surcharges, fees, and assessments that apply to the sale and use of Services, including how those may change in the future and regardless of whether such charges are identified in the Agreement. Windstream will bill Customer monthly for the Service, and all bills are due and payable upon rece'spt. Payment wiff be considered late if not paid by the due date reflected on the invoice. All amounts payable by Customer shall be made without setoff or counterclaim and without deduction. Billing at a location will begin upon the earlier of (i) the installation date (which may be the date administrative access to certain software- based Services is granted to Customer); (ii) thirty (30) days after delivery of the applicable facility and/or equipment to the Customer premises (if the delay in connection of the facility and/or equipment is due to Customer or its agent); (iii) the date the Company notifies a Customer that Service is available for use by Customer; (iv) the date that Service would have been available for use by Customer if Customer had fulfilled its performance obligations required to provision the Service; or (v) the date that installation of MPLS services is complete at the second site in an MPLS network; however, Windstream may choose to bill in full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle.lf installation of off-net Services is delayed due to action or inaction by Customer, then Customer shall be responsible for all associated third-party provider charges. In certain service areas, paper bills are available only upon request and for a monthly charge and billing for usage will round up to the next cent. If Customer authorizes payment by credit or debit card, then Windstream will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing. WINDSTREAM RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES ("MRCS") ON AT LEAST THIRTY (30) DAYS' NOTICE AND OTHER RATES AT ANY TIME. 3. Service Outage Credits. For Windstream's business-grade local and long distance voice telecommunications services, T1 and higher facility network Internet access and private networking services, Customer will receive a credit of 1/30th of the MRC for that month for each day that Customer has a Service Outage, defined below. Only the Service affected by the Service Outage will be eligible for a credit. Credit is based upon the length of time Customer is without Service. Credits in any single month cannol exceed the MRCs for Service that was affected by a Service Outage in that month. For purposes of this Agreement, a"5ervice Outage" is defined as the complete inability to: (i) make or receive calls; (ii) access the Internet for the purpose of sending or receiving Internet traffic; or (iii) send or receive data across a Windstream supported private network. In the event Customer rents equipment or orders data center services from Windstream, such equipment and services shall not be considered "Services" for purposes of service credits under this Agreement. 4. Disputes. To dispute a bill, Customer must do so in good faith and deliver to Windstream in writing the specific basis for such dispute within sixty (60) days after the date on the bill. If Customer does not follow this dispute process, the dispute shall be deemed waived. 5. Partial Payments; Late Payments. W'sndstream may accept any payments Customer marks as being "payment in full" or as being settlement of any dispute without waiving any rights Windstream has to either collect the full payments from Customer. Customer is responsible for paying all costs and fees Windstream incurs as a result of collecting Customer's unpaid charges. If Windstream does not receive full payment when due or does not receive payment in immediately available funds, Windstream will add a late payment fee to the amounts owed and will calculate such fee as the total owed times interest at the maximum rate allowable by law. 6. Credits and Deposits. Customer authorizes Windstream to ask credit-reporting agencies for Customer's credit information. Windstream may require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer increases Services or Customer's credit rating changes. The deposit will be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except that Windstream at its discretion may apply the deposit to any amount due and unpaid by Customer. 7. Services Location; Moves. Customer is responsible for providing an environment that is suitable for the Services, including equipment that is compatible with Windstream's network. Customer shall provide Windstream with the correct address to obtain Services, because Windstream relies on such information to determine which taxes, fees, surcharges and assessments apply to the Services. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments and penalties related thereto. Customer will notify Windstream if Customer's address changes, in which case Windstream may either (a) terminate the affected Services, or (b) allow Customer to provide sixty (60) days' advance notice to Windstream to move Services to a new location and pay any applicable installation charges. Customer will enter into a new agreement for such new location, or Windstream will apply the liquidated damages set forth in Section 15 for the terminated location. Charges, including reasonable administrative costs and fees incurred by Windstream may apply as a result of Customer's move, in addition to a change in MRCs. , Windstream is defined for purposes of this qgreement to mean Windstream Communications, Inc, or such authorizatl Windstream affliated entity providing Servlces W Customer as identified on Customers 6i11. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. version 06.13.14 wi ndstream� smart solufions. personalized service. S. Windstream-Provided and Owned Equipment. Any equipment installed by Windstream on Customer's premises that is not the subject of a sale to Customer (such as the CSU/DSU, intertace cards, Channel Bank and routers, if applicable) shall remain at all times the property of Windstream. Equipment shall remain in good condition, less normal wear and tear. Windstream shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse Windstream for the cost of any necessary repairs. Customer shall provide Windstream reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If Windstream does not have access to Customer's premises within thirty (30) days after Customer terminates this Agreement, or if Windstream requests Customer return the equipment and Customer does not return the equipment to Windstream within thirty (30) days of termination, Customer shall reimburse Windstream for the full purchase price of the equipment as well as any attorney's fees and costs. Customer shall pack and ship the equipment in such a way so as to limit and/or avoid damage to the equipment. In the event the equipment is damaged in shipping, Customer shall be responsible for the cost to replace the equipment. For the avoidance of doubt, Customer is responsible for maintaining all equipment on its premises not provided and/or owned by Windstream and ensuring such equipment is compatible with Windstream's network. All terminal equipment must be registered with the Federal Communications Commission ("FCC") under 47 C.F.R. Part 68, and all wiring must be installed and maintained in compliance with those regulations. 9. Disconnection of Current Provider; Special Construction; Third Party Charges. Customer is solely responsible for disconnecting Services with its cur�ent service provider. Windstream is not responsible for any charges assessed against Customer by such provider. Customer shall pay all charges if Windstream or a third party provider is required to extend the demarcation point or undertake special construction for Customer. Unless Windstream specifically agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for alI charges assessed by its phone system vendor and other third parties in connection with the installation of the Services and Windstream shall have no responsibility for maintenance or repair of same. 10. Third Party Software . As part of the Services, Customer may be allowed to use certain soHware and related documentation developed and owned by Windstream's third-party sofiware licensors (collectively, the "Software"). This Sofiware is neither sold nor distributed to Customer and Customer may use it solely as part of the Services and for no other purpose. Customer may not and agrees not to: (i) transfer such Software outside the Services or to any other person or entity; (ii) make copies of the Software, either through a virtual snapshot of the server containing the Software or otherwise; or (iii) transfer the Software outside of Windstream's infrastructure and/or premises. Fu�ther, Customer agrees to provide Windstream with evidence that its use of the Software is in compliance with the Agreement and/or third-party software licensor's terms from time to time during the Term as requested by Windstream. If Customer fails to provide such evidence when requested, or is otherwise not in compliance with the Agreement and/or third-parly software licensor's terms, Windstream may, at its sole option suspend or terminate the Services that include the Software. For the avoidance of doubt, Windstream's Software licensors are not responsible for providing any support in connection with the Services or the Software. 17. Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH WINDSTREAM, CUSTOMER WILL BE REQUIRED TO COMPLETE A CLICK-THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT �://www windstream com/leaal/ Google Apps Premier Edition License �df PRIOR TO USING THE RELEVANT SERVICES. Windstream may cancel Google Services at any time on thirty (30) days' notice and, at Windstream's option, may either terminate such Google Services altogether or move Customer to a similar platform. In the event that Windstream or Customer terminates the Google Services or downgrades or cancels Google Services, Customer is solely responsible for downloading all of its information to its computer within thirty (30) days. 72. Government Funding Customer must notify Windstream of all restrictions, requirements and reporting obligations to which Windstream could become subject pursuant to any government program before Windstream provisions Services to Customer. Customer will not use such funds, including stimulus funds, grants or loans, in whole or in part, to support its pertormance under this Agreement without Windstream's prior written consent regarding any specifically applicable terms. If Customer fails to provide such prior written notice to Windstream of government funding or if Windstream does not consent to the use of such funding, then Windstream has the right, in its sole discretion, to reject any order or terminate this Agreement and/or any applicable Services, without liability or obligation to Windstream. If Customer requests government funds for payment of Services under this Agreement and such funding request is denied, Customer shall remain responsible for one-hundred percent (100%) of the cost of Services. 13. Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND INCORPORATES THE FOLLOWING BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (I) THE TERMS AND CONDITIONS OF THE TARIFFS FILED W1TH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE WEB-POSTED PRICE LISTS OR TERMS AND CONDITIONS (EITHER "PRICE LISTS") POSTED AT �p•//windstream com/documents/detariffedservices pdf; (III) FOR INTERNET, THE "ACCEPTABLE USE POLICY" POSTED AT htto•//www2 windstream neUcustomersupoort/usersguide/accepUaccept html AND THE "PRIVACY POLICY" POSTED AT htt�•//www windstream com/ rivacy as�c; AND (I� IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES (I.E., ONLINE BACK UP SERVICES, TECH HELP, ETC), CUSTOMER WILL BE REQUIRED TO CLICK-THROUGH AGREEMENTS RELATED TO THOSE SERVICES (CLICK-THROUGHS) PRIOR TO ACCESSING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS AGREEMENT. This Agreement, the documents incorporated by reference and any addendums entered between the parties constitute the parties' entire Agreement. This Agreement may be amended only in a writing signed by authorized representatives of each party. This Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any Windstream employee or agent. In the event of any conflict between the provisions of this Agreement and any of the documents incorporated by reference, the provisions of the Google License shall control for Google Services, followed by the Tariffs and Price Lists or Value-Added Services click-through agreements for applicable Services, this Agreement and then the Acceptable Use and Privacy policies. This Agreement may be signed in counterparts, and facsimi(e or electronic scanned copies may be treated as original signatures. Windstream also may execute this Agreement via a verifiable electronic signature. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. . version 06.13.14 windstream. smart solutions. personalized service. 14. Termination. Either party may terminate this Agreement by providing at least thirty (30) days' notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this Agreement and such other party fails to cure within thirty (30) days after written notice. Notwithstanding, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after written notice. Customer's right to terminate for cause is limited to termination of the affected Services at the affected location only. In the event Customer rents equipment from Windstream and Customer terminates network Services pursuant to this section, Customer shall remain obligated to fulfill the remainder of the applicable equipment schedule term. Windstream may limit, interrupt, suspend or terminate Services immediately if: (a) after any required notice, Customer has not paid for Services, or has failed to pay a deposit or advance payment requested by Windstream; or (b) Customer uses the Services in an adverse manner that affects Windstream's network or other customers, Customer or others have used the Services fraudulently or unlawfully while on Customer's premises or via Customer's equipment or while the Services are under Customer's control, or there otherwise occurs an event for which Windstream reasonably believes that the suspension or termination of Services is necessary to protect Windstream or Windstream's other customers from an imminent and significant operational, financial or security risk, in which case Windstream will provide advance notice if practicable ; or (c) Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services; or (d) Customer resells any Services or uses the Services to aggregate other persons' traffic; or (e) Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider; or (� Customer fails to comply with any applicable regulations or statutes and does not cure such failure to comply within ten (10) days of receiving notice from Windstream; or (g) if Customer impersonates another person, uses obscene or profane language or is abusive or harassing when communicating with Windstream representatives, and fails to stop the behavior after receiving a written or verbal warning from Windstream. In addition to the termination rights of Windstream set forth above, if Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services (including, but not limited to, circumstances in which Windstream is receiving traffic from Customer that originates from a location other than the local calling area associated with the customer's service location or Customer is terminating large volumes of calls to areas in which the cost to terminate such calls is high or to a toll-free number, or when ten percent (10%) or more of Customer's calls are six (6) seconds or less, andlor when more than forty percent (40%) of call attempts are uncompleted per trunk group and DSO/DSO equivalent), and whether or not such use of the Services is due to Customer or a third party accessing Customer's Services or Equipment fraudulently, Windstream may: (v) charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative costs and any charges from other carriers; (w) charge an additional price per minute in Windstream's discretion for each call that violates this provision; (x) restrict or cancel use or conveR customer to another plan; (y) require customer to pay for the excessive use immediately and make a deposit; and/or (z) void any applicable price guarantee. Windstream may restore service if customer corrects the violation and pays all outstanding amounts owed, including restoration charges. Prior to installation of Services, Windstream may attempt to verify the availability of facilities, and in the event that Windstream determines in its sole discretion that facilities are not economically or technically feasible, Windstream has the right to terminate this Agreement without liability. 15. Effect of Termination. a. Pre-Installation- - If Customer terminates this Agreement after the Effective Date but prior to the installation of Service(s), Customer will pay Windstream a Pre-Installation Cancellation Charge ("Cancellation Charge") equal to three (3) months of MRCs except that if Windstream's costs to other providers are greater than this amount, Customer shall also reimburse Windstream for such costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by Windstream to prepare for installation. The Cancellation ' Charge set forth in this Section 15(a) is in lieu of the charges set forth in 15(b) below for post-installation cancellations. b. Post-Installation- - CUSTOMER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERYICES FOR THE TERM OR RENEWAL TERM. AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF WINDSTREAM'S TERMINATION FOR CUSTOMER'S BREACH, CUSTOMER SHALL PAY TO WINDSTREAM AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE TERMINATED SERVICES MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR RENEWAL TERM ("LIQUIDATED DAMAGES"). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY WINDSTREAM, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY WINDSTREAM TO INITIATE OR TERMINATE THE SERVICES, THIRD PARTY COSTS, USE OF LIMITED NETWORK RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS OR CREDITS GRANTED. If Customer's proposal includes Monthly Minimum Charges or Fees ("MMCs" or "MMFs") and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below the MMC or MMF for that location, Customer will pay the MMC or MMF every month in lieu of the Liquidated Damages set forth above. If Customer's proposal does not includes MMCs or MMFs and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the Liquidated Damages set forth above. Additionally, if Customer received a bundied rate for the disconnected 5ervice(s), then Customer's charges may be adjusted by Windstream to the unbundled service rates. 16. Limitation of Liability. FOR PURPOSES OF THIS SECTION, AND THE FOLLOWING SECTIONS DESCRIBING INDEMNITY, DISCLAIMER OF WARRANTIES, AND EMERGENCY. CRITICAL LINES SECTIONS, "WINDSTREAM" INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF WINDSTREAM RESELLS SERVICES. A. WINDSTREAM'S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY SIX (6). IF CUSTOMER'S SERVICE IS INTERRUPTED, WINDSTREAM'S LIABILITY WILL BE LIMITED TO A PRO-RATA CREDIT FOR THE PERIOD OF INTERRUPTION. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT WINDSTREAM'S LIABILITY AS PROVIDED HEREIN. UNDER NO CIRCUMSTANCES WILL WINDSTREAM BE LIABLE FOR ANY ACCIDENT OR INJURY CAUSED BY SERVICES, ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST BUSINESS PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. w i n dst re am � version 06.13.14 smari solutions. personalized service. OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES OR FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND WINDSTREAM'S REASONABLE CONTROL. WINDSTREAM IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN, MISUSED, OR THE VICTIM OF FRAUD, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL USAGE, CHARGES, AND LIABILITY INCURRED FOR SUCH LOSS, MISUSE, THEFT, OR THE RESULT OF FRAUD OF SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF WHETHER/WHEN WINDSTREAM NOTIFIES CUSTOMER OF INCREASED USAGE. B. ENTRY ONTO WINDSTREAM'S PREMISES IS AT CUSTOMER'S OWN RISK, AND WINDSTREAM ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM ARISING FROM ANY CAUSE OTHER THAN WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO CUSTOMER DURING SUCH VISIT. WINDSTREAM IS NOT RESPONSIBLE IF EQUIPMENT IS LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL LOSS INCURRED FOR MISUSE, MISHANDLING OR PROVISIONING OF CUSTOMER EQUIPMENT INCOMPATIBLE WITH THE SERVICES, CHANGES MADE TO THE SERVICES BY CUSTOMER OR A THIRD PARTY NOT AUTHORIZED TO MAKE CHANGES, OR BY WINDSTREAM AT THE DIRECTION OF CUSTOMER. IN NO EVENT SHALL WINDSTREAM BE RESPONSISLE FOR ANY THIRD-PARTY EQUIPMENT, INCLUDING ANY DAMAGES THAT MAY ARfSE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE THIRD-PARTY EQUIPMENT. TO THE EXTENT WINDSTREAM IS LIABLE FOR DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT, SUCH LIABILITY WILL BE LIMITED TO THE THEN-CURRENT BOOK VALUE OF THE DAMAGED EQUIPMENT. EACH PARTY IS RESPONSIBLE FOR INSURING THE EQUIPMENT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS. 17. Indemnity. EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD-PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT. FURTHER, CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS WINDSTREAM FROM AND AGAINST ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH (I) ANY FAILURE BY CUSTOMER OR CUSTOMER'S END USERS TO COMPLY WITH WINDSTREAM'S ACCEPTABLE USE POLICY OR APPLICABLE LAW, OR (II) CLAIMS OF OWNERSHIP OR SUPERIOR RIGHTS TO CUSTOMER EQUIPMENT OR OTIiER INTELLECTUAL PROPERTY BY A THIRD PARTY. 18. Force Majeure. Windstream shail be excused from, and shall have no liability, including service credits, with respect to, any delay or failure to perForm hereunder caused by any event beyond its reasonable control, including but not limited to, (i) cable cuts or common carrier delays; (ii) actions, failures to act or delays by Customer or others authorized by the Customer to use the Service; (iii) failure of power, equipment, services or systems not provided by Windstream including but not limited to other providers' nefinrorks and interconnections to or from and connectivity with other Intemet Service Providers' networks; (iv) Customer owned or leased equipment or facilities (i.e., Customer's PBX, Local Area Neiwork (LAN); (v) during any period in which Windstream or its agents are not afforded access to the premises where access lines associated with the Services are terminated or the Customer elects not to release the Services for testing and/or repair and the Customer continues to use Services; (vi) maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption (Windstream reserves the right to schedule maintenance and upgrades to the network seven (7) days a week from 12a.m. to 6a.m. in the local time zone of the area being worked on without prior notice to Customer or upon reasonable advance notice outside these time frames); (vii) when a Service Outage has not been reported to Windstream or where there is a trouble reported, but no trouble found; and (viii) labor difficulties, governmental orders, civil commotion, acts of God and other circumstances beyond Windstream's reasonable control. 19. Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, SERVICES, EQUIPMENT, AND THE DESIGNATED CUSTOMER AREA ON WINDSTREAM'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON- INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY WARRANTY THAT THE SERYICES WILL MEET CUSTOMER'S REQUIREMENTS OR ANY WARRANTY REGARDfNG THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR OVER THE NETWORK AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR-FREE SERVICE, TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED. EXCEPT AS EXPRESSLY PROVIDED IN WINDSTREAM'S PRIVACY POLICY, WINDSTREAM HAS NO OBLIGATION TO PROVIDE SECURITY OR PROTECTION FOR CUSTOMER'S PRIVACY, CONFIDENTIAL INFORMATION OR DATA. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY WINDSTREAM'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. 20. Emergency. Critical Lines. CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT PROVIDE ACCESS TO 911 OR TRANSMIT THE LOCATION OR EXTENSION IF CUSTOMER ATTEMPTS TO ACCESS 917 IN AN EMERGENCY Examples include voice over Internet protocol ("VoIP"), Centrex, Allworx ReachT"" Application ("Allworx ReachTM'"), and private branch exchange. Additionally, because T1s and VoIP can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical functions. When using VoIP service or Allworx ReachT"^, Customer must timely update changes to their registered location for 911 services. By signing this Agreement, Customer acknowledges that Customer has read this disclosure. By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address, extension or other information to emergency authorities. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. . version 06.13.14 wi ndstream� smart solutrons. personalized service. 21. Miscelianeous. (a) Notices and Electronic CommunicationsAny notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's proposal or to Windstream at Windstream, Attn: Correspondence Division, 1720 Galleria Bivd., Charlotte, NC 28270, Windstreambusinesscustomersupporf windstream com or at such other address provided to the other party. CUSTOMER AGREES THAT WINDSTREAM MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING WINDSTREAM'S SERVICES;(b) Applicable LawThis Agreement is subject to appiicable federal law and the laws of the state in which the Services are provided, without regard to that state's conflict of laws principles. If this Agreement covers multiple states, then it is subject to Nebraska law, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of federal courts in the state in which the Services are provided (or federal courts in Nebraska, if the Agreement covers multiple states) so long as diversity and the amount in controversy requirements are met, or a federal question is at issue; (c) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT; (d) Statute of LimitationsNo claim may be asserted by either party against the other with respect to any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted; the foregoing statute of limitations is not applicable to billing disputes, which are governed by the timeframe for disputes desccibed in Section 4; (e) AssignmentEither party may assign this /�qreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide Windstream with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes. Otherwise, Customer may not assign its rights and obligations under this Agreement without Windstream's advance written consent. Any attempted assignment in violation of this provision is void;(� Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement; (g) Publicitv: Customer agrees that Windstream may publicly disclose that Windstream is providing Services to Customer and may include Customer's name in promotional materials, including press releases;(h) Waiv r: Either party's failure to enforce any right or remedy available under this Agreement is not a waiver; (ij Severabilitv: : If any part of this Agreement is held invalid or unenforceabfe, the remainder of this Agreement shall remain in full foGCe and effect; Q) Survival: Sections 16 through 21 survive after this Agreement ends; (k) Handwritten Changes: Handwritten changes are not binding on either party;(I) Use of Products in U.S.: Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At Windstream's request, Customer shall sign written assurances and other export-related documents as may be required for Windstream to comply with U.S. export regulations; (m) Representation on Authority of Parties/Sign tories: Each person signing this Agreement represents and warrants that he or she is duly author�zed in accordance with its corporate governance documents and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized in accordance with its corporate governance documents and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms; (n)ConfidentialitX: Except when this Agreement is required to be filed with a governmental authority or as may otherwise be required by local, state or federal freedom of information laws, the parties agree that this /�qreement contains proprietary and confidential information and shall not be disclosed publicly to any third party except the such dealer(s) or agent(s) of Windstream that are negotiating with Customer in order to execute this Agreement. 22. Service Specific Provisions: For Dynamic lP Services Only: Customer represents and warranties that it will immediately notify and post alternative dialing instructions to its end-users if any restrictions or limitations to access emergency 911 services a result from its actions including but not limited to: (a) Extending the origination of outbound calling capabilities of the Dynamic IP service outside of the Windstream Dynamic IP-serviceable area by means of private circuits, wireless service, public networks, the public Intemet or other means; (b) Implementing call routing schemes within its applications, systems or networks which may prevent access to emergency services; or (c) Implementing call routing schemes within it appiications, systems or nefinrorks which may route outbound emergency 911 calls to Public Service Answering Points (PSAPs) other than the PSAP servicing the calling party end-user location. Customer agrees to indemnify and hold Windstream harmless from all claims, causes of action, damages and judgments arising from restrictions or limitations to access emergency 911 services as a result of customer's actions or inactions in ensuring that all 911 dialed calls are routed to the proper PSAP using Windstream's dynamic IP service. For Managed CPE Firewall Services Only: Authorization to PerForm Testin�. Certain laws and regulations prohibit the unauthorized penetration of computer networks and systems. Customer hereby grants Windstream the authority to access Customer's neiworks and computer systems solely for the purpose of providing the Managed CPE Firewall Service. Customer acknowledges that the Managed CPE Firewall Service constitutes permitted access to Customer networks and computer systems. In the event one or more of the IP Addresses Customer gives to Windstream are associated with computer systems that are owned, managed, and/or hosted by a third party service provider ("Host"), Customer agrees to: (i) notify Windstream of such Host arrangement prior to the commencement of any Managed CPE Firewall Service; (ii) obtain HosYs written consent for Windstream to provide the Managed CPE Firewall Service on HosYs computer systems, which includes acknowledgement of the risks and acceptance of the conditions set forth herein; (iii) provide Windstream with a copy of sucfi consent, acknowledgement and acceptance; and (iv) facilitate any necessary communications and exchanges of information between Windstream and Host in connection with the Managed CPE Firewall Service. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees that arise out of Customer' s failure to comply with this section. Customer will indemnify and hold Windstream and its suppliers harmless from any and all third party claims that arise out of the testing and evaluation of the security risks, exposures, and vulnerabilities of the IP Addresses that Customer provides. Customer acknowledges that the Managed CPE Firewall Service entail certain risks including the following possible negative impacts: (i) excessive log file disk space may be consumed due to the excessive number of log messages generated by the Managed CPE Firewall Service; (ii) pertormance and throughput of nefivorics and associated routers and firewalls may be temporarily degraded; (iii) degradation of bandwidth; and (iv) Customer computer systems may hang or crash resulting in temporary system unavailability and/or loss of data. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. . version 06.13.14 wi ndstream� smart solutions. personalized service. With regard to any sofiware components of the Firewall Device, Customer agrees it will not: (i) use or make any copies of the software; (ii) reverse engineer, decompile, or disassemble the software; (iii) sell, resell, transfer, license, sublicense, or distribute the softuvare; or (iv) create, write, or develop any derivative software or other software program that is based on such software. Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees, which arise out of Customer's failure to comply with the foregoing. Customer Signature: PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. Letter of Agency Contact Name: Sales Office: WEST PALM BEACH BTN: Dealer Name: Company Name: Sales Rep Name: Install Address: Order Date: Current Carrier: Additional BTNs: Authorization to Change Service Provider(s) On behaif of the Company, I hereby authorize Windstream NuVox, Inc. and its affiliates to change my Company's provider(s) for the following services from my current telecommunications carcier(s) to Windstream for each of the telephone numbers listed below (check all that are applicable): � Local � Intrastate, IntraLATA Long Distance Service (also known as local toll) � Interstate, InterLATA and International Long Distance � Internet I represent that I am at least eighteen years of age. I also represent that I am the party identified in the account records of my local telephone company as responsible for payment or that I have the authority to change telecommunications carriers for each of the telephone numbers identified herein. I understand that I have the right to obtain telecommunications services individually. I also understand that I may designate only one locat exchange carrier, one intraLATA carrier, and one interLATA carrier per telephone number. I also understand that by checking beside the services listed above that Company's preferred carrier for the selected services will be changed, but only for those numbers set forth below. I understand that the monthly rate plan does not include taxes or applicable regulatory fees. I choose Windstream to act as my agent in order to effectuate the change(s) and authorize Windstream to handle on my behalf all arrangements, including ordering, changing, and/or maintaining my service, with my local telephone company(s), interexchange carriers, joint user group(s), equipment vendor(s) and consultant(s). By designating Windstream to act as my agent, I do not permit Windstream to change my service to a carrier other than Windstream. In addition, I authorize Windstream to issue all necessary instructions to the foregoing for the purpose of fulfilling its agency on my behalf. This agreement will remain in effect until revoked in writing by the Company. Numbers: ` I I understand that I may consult Windstream Communications, Inc. as to whether a fee applies to change from the Company's current telecommunications carrier(s) to Windstream Communications, Inc. Company Signature: Date: I understand that by signing above, Company's preferred provider for the telecommunications service(s) checked above will be changed for the telephone number(s) speci£ed above. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement. wi ndstream• Legal & Regulatory — Customer Service Record Authorization mnnecting business ro busirress Page 1 of 1 REQUEST FOR RELEASE OF CUSTOMER INFORMATION The undersigned hereby appoints Windstream Communications to act as an agent on its behalf for the sole purpose of obtaining customer information from: (Customer's current Local Telephone Company) The undersigned hereby authorizes the Local Telephone Company to make all pertinent information available, including the results of an account research and itemization for specified Billing Telephone Numbers, to Windstream Communications, and to work with and follow Windstream Communications' instructions with reference to the abovementioned matters. Billing Telephone Number(s): *SIGNATURE PRINTED NAME TITLE COMPANY NAME COMPANY INSTALLATION ADDRESS DATE *Signature on this document does not authorize a change in telecommunications providers. PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream Communications except pursuant to a written agreement. v� i n d� t re � rr�� c�r�n�ectir�g �usir�ess �o busrness AUTHORIZATION TO USE CUSTOMER PROPRIETARY NETWORK INFORMATION ("CPNI") FOR DEALER CUSTOMERS In the course of providing service to your company, Windstream Communications, Inc. and its affiliates ("Windstream") will obtain and possess certain usage-related information about the quantity and type of the communications services your company uses. This information is referred to as customer proprietary network information ("CPNI"). As a practical matter, CPNI includes information such as the type of communications services that you purchase from Windstream (e.g., loca( service, long distance service, internet service), the features that you purchase (e.g., call waiting, caller ID), and your usage patterns. Under federal law, you have the right, and Windstream has the duty, to protect the confidentiality of your CPNI. We may use your CPNI to tailor our products and services to your needs and to enhance our ability to meet all of your communications needs by making you aware of products and services that we believe may be of interest. We also may share this information with ("Dealer") for the purpose of marketing/selling Windstream products and services to you, to enhance your current service with Windstream, and to ensure accurate Dealer compensation. Dealer will not use this information for the purpose of selling non-communications related products and services. By signing below, you consent to Windstreams use and sharing of CPNI for the purposes described herein and to the persons/entities identified above. You may contact Windstream at 1-877-759-9072 at any time or visit a local Windstream retail store location to deny use of your CPNI. Your consent to use CPNI is valid until revoked and your decision will not affect the quality of service that Windstream provides to you. Customer Name: Customer Signature: Date: NVC001030006 Legal & Regulatory International Access Agreement June 14, 2007: Revision C Page 1 of 1 windstream. corinecting busiaess to busiRess International Calling Access Agreement Attention Customer: Contact Windstream at 1 8006005050, Option 3 for processing As indicated below, Customer has requested that Windstream Communications ("Windstream") permit Customer access to Intemational Calling service by removing the "blocking" that Windstream typically applies to this service. Customer agrees and acknowledges that Customer shall be liable for all charges associated with International Calling service dialed from the customer premises or through the use of Customer's Windstream account access and/or Calling Card codes, regardless of whether such use (1) is authorized by Customer management; (2) is initiated by Customer employees or third parties; or (3)constitutes or involves fraudulent activity of any nature. Customer agrees that Windstream assumes no liability of any kind with respect to its providing access to International Calling service via connections from Customer premises and locations where Customer uses Windstream services. Customer shall indemniTy, defend and hold harmless Windstream against any and all claims made by the third party provider of International Calling service. Customer acknowledges that, pursuant to government regulation, failure to make proper payment to third party vendors of Intemational Calling services could result in suspension or interruption of long distance and/or local services provided by Windstream. Windstream assumes no liability of any kind with respect to such potential service suspensions or interruptions. My initials in the space(s) below indicate that I authorize Windstream Communications to do the following: Initial to Block International Calls Customer Signature: Printed Name: Account Number: Date: Main telephone number: Contact Number: Ticket number: Company Name: Initial if block will be removed from all lines (If not, please specify from which numbers will have the block removed). PRNATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream Communirations except pursuant to a wriiten agreement. Faxto:1-877-335-5506