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1. ENTIRE AGREEMENT; SERVICES. Except to the extent a Service is subject to a lederal, state or local tariff ('Tariff's these terms and conditions ('Terms and Conditions'9 and one or more Service Order(s) entered into that reference these
<br />Terms and Conditions (collectively, the "AgreemenC), constitute the entire agreement between the parties and any third parry providing services under the Agreement on CT 's behalf. Customer acknowledges that its execution of the Service
<br />Order, initialing of these Terms and Conditions and use of the Services each constitutes its full acceptance of these Terms and Conditions and its agreement to be fully bound by the Agreement. Except as omerwise agreed by the parties a
<br />governed by Tariff, these Terms and Conditions apply to all CTC services ordered by Customer. II a conflict arises between any terms of the Agreement, me following order of precedence will apply: (i) TariM, (ii) Service Order; and (iii) Terms
<br />and Conditions. The "Services" will be those selected by the customer on the applicable Service Order. Customer acknowledges and agrees that one or more of the Services may be provided by an affiliate of CTC. CTC's provision of the
<br />Services is subject to Its ability to acquire and main~in commercially reasonable transport and omer facilities. Customer grants CTC all access rights and other rights necessary for CTC to perform its obligations under the Agreement. Customer
<br />will not resell the Services to any third parry. Customer will use CTC as its sole provider of local exchanges services la the duration of any Service Order under which such local exchange services are contracted by Customer. To the extent the
<br />Services include one or more T-1 tacilities, Customer will maintain a minimum 0112 trunks for each such T-1 facility throughout the term of the applicable Service Order.
<br />2. INSTALLATION; ACCESS. Customer will take all reasonable actions requested by CTC to facilitate commencement of Services, including without limitation, providing all necessary access to facilities of customer. Customer will provide
<br />adequate electrical power, a suitable cable access route, environment and space for CTC's equipment and to pay la any damages and cancellation. CTC will work with customer's vends to coordinate service provider Cut-overs. Customer will
<br />pay CTC for such facilities activated on customers behalf in the event of cut-over cancellation by the customer and/or the customer's vendor. CTC may in its sole discretion maintain and upgrade the Services Irom to time for Its own reasonable
<br />business purposes. Upon notice Irom CTC, Customer will permit CTC to access the Customer's premises to make Inspections of the facilities related to the Services.
<br />3. LIMITATION OF LIABILITY. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CTC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR•FREE, OR FREE OF VIRUSES
<br />OR OTHER HARMFUL COMPONENTS. CTC MAKES NO EXPRESS WARRANTIES REGARDING THE SERVICES ANO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED T0, WARRANTIES OF TITLE,
<br />NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CTC AND ITS EMPLOYEES ARE NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM USE OF
<br />THE SERVICES OR THE INTERNET INCLUDING ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, CTC'S CUMULATIVE LIABILITY ARISING OUT OF ANY
<br />SERVICE HEREUNDER SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PROPORTIONATE FIXED MONTHLY CHARGES TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, OMISSION,
<br />INTERRUPTION, DELAY, ERROR, OR DEFECT IN THE SERVICE OR EQUIPMENT, OR ANY OTHER EVENT OR ACTION GNING RISE TO A CLAIM OCCURS. EXCEPT FOR CERTAIN PRODUCTS AND SERVICES SPECIFICALLY
<br />IDENTIFIED AS BEING OFFERED BY CTC, CTC DOES NOT CONTROL ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES ON THE INTERNET. THE INTERNET CONTAINS UNEDRED MATERIALS, SOME OF WHICH
<br />ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO CUSTOMER. CTC HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR SUCH MATERIALS. CUSTOMER ASSUMES FULL RESPONSIBILTY AND RISK FOR
<br />USE OF THE SERVICES AND THE INTERNET AND IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL SERVICES, PRODUCTS, AND OTHER INFORMATION, AND THE
<br />QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE PROVIDED THROUGH THE SERVICES OR THE INTERNET.
<br />4. SECURITY; MONITORING. Customer may receive a username, password, and account designation from CTC for certain Services. Customer must keep its passwords contidentlal so that no unauthorized parry may access any of the
<br />passwords required for Services. Customer must notiry CTC immediately upon tliscovering arty unauthorized use of its password-protected Services. CTC may change its network configuration at arty time. CTC reserves the right to direct
<br />Customers to use certain access points to access the Services or to restrict use of specific access points. Any usernames, passwords and email addresses distributed by CTC to Customer are CTC's property and CTC may alter or replace Them
<br />at an time. CTC has no obligation to monitor the Services, but may do so and disclose information regarding use of the Services, for anyy reason, If CTC, in Its sole discretion, believes that it is reasonable to do so, including, without Ilmitation, to
<br />satis~y laws, regulations, or governmental or legal requests; opperate the Services properly; or protect itself and its Customers. CTC may Immediatety remove Customer maleriai a information Irom CTC's resources H CTC, in its sole and absolute
<br />discretion, determines it infringes another's rights or violates CTC's Acceptable Use Policy.
<br />5. TOLL FREE SERVICES. Requests for toll tree numbers are controlled by an independent agency based on number avatlabigry at the lime the order is submitted to the agency. CTC does not guarantee the availability of anyy requested toll
<br />free number and is not bound by verbal confirmations to Customer of tdl bee number availability C C makes no representation regarding the legal fight of Customer to use any word or phrase created by the alphabetical hanslatlon of a toll free
<br />number. Customer may not reserve or activate toll Tree numbers for the primary purpose of selling, brokering, bartering, or releasing the toll free number for a lee (or other consideratlon), unless specificaly approved in writing by CTC. Upon
<br />cancellation of CTC's Toll Free Service, it Customer does not submit a written request for the appointment of a new responsible organization ("Resp Org'~ or service provider fa Its toll tree numbers within 30 days after such cancellation,
<br />Customer releases all rights to use or control such loll free number(s). CTC will not be obligated to transfer Customer's toll free number(s) to another carrier if Customer has an outstanding balance due with CTC. Customer will be subject to any
<br />toll free policies and procedures as they may be Implemented by CTC from time to time. Customer is responsible for all usage on its toll Tree numbers, including without limitation charges for incomplete, fraudulent and wrong number calls.
<br />Customer will indemnity and hold CTC harmless tram all liabilities related to Customer's use of CTC Toll Free Service. CTC will have no liability !o Customer or any third party vrith respect to any Incorrect publication or advertisement of any toll
<br />tree number.
<br />6. CHARGES. Customer's liability for Servce charges vrill wmmence upon installation or set-up by CTC. Charges for Services rendered after installation will not be reduced by untimely installation. CTC will have no GabiGry for delayed
<br />installation..The charges for the Services will be as set forth in the applicable Service Order or the applicable tariff for the Service. Unless otherwise indicated on the applicable Service Order, Customer will pay all invoices for the Services, and
<br />any set-up or installaton charges (if any), within 30 days after the date of such invoice. If Customer does not pay such amounts when due, then CTC may impose late charges on such amounts al 1.5 % per month. CTC will be entitled to
<br />attorneys' lees and related expenses in the event suit is brought or an attorney is retained to enforce the terms of the Agreement or to collect any monies due hereunder or to collect money damsges fa breach hereof. Any applicable federal,
<br />state or local use, excise, sales or privilege taxes, duties or similar liabilities, a any presubscribed interexchange carrier charges, it any, charged to or against CTC a Customer because of the Services furnished by CTC, will be paid by the
<br />Customer in addition to the regular charges under this Agreement
<br />7. CANCELLATION LIABILITY. Each Service Order wilt renew aulanakcalry for successive one•yeaz terms commencing upon their initial expiration date. If Company or Customer does not wish the Agreement to renew automatically, the
<br />Company or Customer, as the case may be, must so potty the other in writing wdhin 30 days prior io the then applicable termination dale. If, prig to the end of the term, (A) CTC terminates a Service because of Customers material breach, a
<br />(B) if Customer terminates a Service for reasons other than a material breach of the Agreement by CTC, then Customer will be responsible for paying CTC a terminaton charge equal to (i) any installation charges or other charges or costs
<br />waived by CTC in providing Customer with such Service, plus (ii) an amount equal to seventy-five percent (75%) of the monthly fee specified in the agreement multiplied by the number of full calendar months remaining in the term of the
<br />agreement as of the day immediately prior to the date of such notice of termination. In the event that Customer terminates this agreement prior to the installation of the contracted services, then the Customer will pay to CTC, as liquidated
<br />damages, an amount equal to all installation charges and other charges or costs that would normally be charged by CTC in providing Customer with such Service, whether valved by CTC in said agreement a not.
<br />8. NOTICES. Except as otherwise expressly set lath in this Agreement, all notices, requests and consents under the Agreement will be in writing and will be deemed to have been delivered (a) on the date personally delivered, (b) on the date
<br />received when sent postage prepaid by certified mail with return receipt requested, or (c) on the dale received when sent via reputable overnight courier service (e.g. Fed X; UPS) and confirmed to the address found on the Service Order.
<br />9. COMPLIANCE. Customer will comply with all applicable laws and regulations with respect to the Services and will not use the Services for any unlawrul purpose, and CTC may immediately terminate this Agreement anNor any Service Order
<br />in the event of any failure to compy with the loregdng. Customer acknowledges that the tales applicable to this Agreement are subject to, and conditioned on, laws, rules and regulations that it changed, could result in changes to such rates;
<br />accordingly, Customer agrees that if any law, rule or regulation becomes effective and results In an increase in the rates charged to CTC for services a elements that CTC uses to provide the Services, men.CTC may reasonably adjust the
<br />charges for the Services to reflect such changes. The CTC Services are subject to lederal, state and local laws, regulations and requirements and the Tariffs. CTC may terminate a Service without further liability If ordered to cease providing the
<br />applicable Service by a court or other governmental agency. If any such order or ruling would materially impact CTC's ability to fulfill its obligations under the Agreement, then CTC may terminate this agreement without liability for such
<br />termination.
<br />10. FRAUD. CTC is not liable for any damages, including without limitation, usage and toll charges customer may incur as a result of the unauthorized use of Customers telephone facilities. This unauthorized use includes, but is not kmiled to,
<br />the placement of calls Irom Customer's premises and the placement of calls through Customer provided equipment. In no event will CTC be liable la protection of Customer's transmission facilities or equipment from unauthorized access, or for
<br />any unauthorized access to or alteration, theft or destruction of Customer's data tiles, programs, procedure a informagon through Iraudulent means a devices. Customer will remain respdnsible for any long distance charges or usage
<br />irrespective of any actual or alleged unauthorized a fraudulent use. CTC will use reasonable efforts to obtain a credit from the applicable long distance carrier for all fraudulent a unauthorized usage. CTC will have the right, but not the
<br />obligaton, to immediately deactivate Customer's long distance service, in the event CTC reasonably believes such service is the subject of suspected theft or baud.
<br />11. INDEMNITY. Customer will indemnify, defend and hold harmless CTC and ifs affiliates from and against all losses, expenses (including without limitation reasonable legal lees), claims, damages, Ilabitities, penalties, actions, proceedings
<br />and judgments that arise out of, or relate to, Customer's use of the Services, except to the extent caused by CTC's gross negligence or willful misconduct.
<br />12. EMERGENCY 911 SERVICE. CTC will have no responsihiliry a liability to Customer a any third part' in connection with or for responding to emergency 911 or other emergency referral calls. Customer will provide CTC with detailed
<br />information related to multi-location private branch exchanges ('PBX') and single Customer PBXs operating vrimin the Customer's premises or otherwise connected to CTC's Telecommunication Service through Customer. Such information will
<br />include the end•user addresses corresponding to all telephone lines operating through the PBX and such other information, as requested by CTC, which will enable CTC to determine the physical location from which the call was made. Customer
<br />wilt continually update this information and will immediately polity CTC of any changes related to this information. In addition to providing me information requested above, Customer will provide and continually update CTC with the correct true
<br />automatic number identification ('ANT') for each telephone line operating through a PBX, or similar equipment on Customer's premses or otherwise connected to CTC's Telecommunication Service(s) through Customer.
<br />13. TERMINATION. Either parry may terminate this agreement it the other parry breaches this agreement and does not cure such breach within 30 days proceeding police thereof. The Agreement will extend for at least the duration of the term
<br />of any Services as set forth on a Service Order. If at any 4me no Service Order Is in place, then either parry may terminate the Agreement with 30 days notice to the other pa Sections 1, 3, 4, 6, 7, 8, 10, 11,12, 13, 14,15, 17 and t8 of the
<br />Agreement will survive termination of the Agreement. Upon termination of a Service Order, CTC will have the right to enter Customer's prerrxses in ceder to remove applicable CTC equipment.
<br />14. JURISDICTION. The Agreement is governed by Norm Carolina law without regard to conflict of law provisions. The federal and state courts located in North Carolina have sole jurisdiction over all disputes arising out of or related to the
<br />Agreement and the Services. Customer consents to the personal jurisdiction of such courts sitting in North Carolina with respect to such matters or otherwise between Customer and CTC, and Customer waives any rights to removal or consent to
<br />removal.
<br />15. CONFIDENTIALITY. "Confidential Information" is informagon, in any form, of a about CTC, or its Services, customers a contractors, that is not generally known by, a readily available to, the public (including, without limitation, pricing and
<br />- _ _.. Service.information and Licensed Programs). Customer may use Confidental Information soely tor. its internal purposes, and will only disclose such mfamationinternally on speed-to-know basis.:Customerwill use reasonable best efforts to
<br />protect Confidential Information from unaumaized use or disclosure. CTC may seek equitable relief (and any other remedies) to enforce mis Section 15. For Confidential Information mat is a trade secret under applicable law, Customer's
<br />obligations under this Section 15 will continue for the forger of 3 years after termination of the Agreement or until such Inlormalion no longer is a trade secret under applicable law, and fa all other Confidential Information, Custaner's obligations
<br />will continue fa 3 years after termination of the Agreement. CTC's use of Customers information is governed by applicable law and CTC's privacy pclicy posted on the Internet at www.ctc.net.
<br />16. AUP. Customer will comply with CTC's Acceptable Use Policy ("AUP"), which is hereby incorporated by reference herein, and which is posted on the Internet and accessible mrough www.ctc.nel. CTC may change the AUP at any time
<br />without prig notice to Customer. CTC's AUP, including any amendments thereto, is effective upon posting on the Internet. CTC may terminate this Agreement immediately if Customer breaches t e AUP.
<br />17. LICENSE. During the term of the applicable Service, CTC grants to Customer a limited, nonexclusive, nontransferable and non-assignable license to install and use CTC-provided access software (if any) (including software Iran Third-parry
<br />vendors that CTC distributes; in object code formaq, its associated documentation, and any updates thereto ('Y.icensed Programs') as necessary in order to access and utilize such Service. Customer will use the Licensed Programs solely in
<br />conjunction with the Services. All right, title, and interest in and to the Licensed Program, including associated intellectual property rights, are and will remain vim CTC and CTC's licensors. Customers will not banslate, decompile, reverse
<br />engineer, distribute, remarket or other dispose of the Licensed Programs a any part thereof. Customer may not download, use a otherwise export or re-export the Licensed Programs a any underlying information or techrwtogy except in full
<br />compliance with all United States and other applicable laws and regulations.
<br />18: MISCELLANEOUS. Customer will not assign the Agreement without CTC's prior written consent. The Agreement is binding on and inures tome benefit of the parties hereto and their respective successors or assigns. Except as otherwise
<br />set forth in This Agreement, the Agreement may only be amended by a writing signed by bom parties. There are no third parry beneficiaries to the Agreement. If any part of the Agreement is determined to be unenforceable, the remainder of the
<br />Agreement will remain In lull face and effect. Failure to give notice of default or to enforce canpliance with any part of the Agreement will not constitute me permanent waiver of any term or condition of the Agreement. Notwimstanding anything
<br />herein tome contrary, CTC will not be liable to Customer or any other party for any failure of performance if such failure is due to any cause a causes beyond the reasonable conkol of CTC including, but not limited to, fire, explosion, failure of
<br />the Internet qr of third parties, vandalism, cable cut, storm or other similar occurrences, any governmental action or any national emergencies, insurrections, riots, wars, strikes or other labor difficulties, supplier failures, or shortages.
<br />Acknowledgement and acceptance of these Terms and Conditions Customer's Initlals_ Date
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