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<br />Terms and Conditions to
<br />CTC Master Services Agreement
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<br />1. ENTIRE AGREEMENT; SERVICES. Except to the extent a Service is subject to a federal, state 01 local tari~ ("Tariff'), these tetrns and conditions ("Terms and Conditions, and one 01 mOle Service Order(s) entered into that reference these
<br />Terms and Conditions (collectively, the 'Agreement"), constitute the entire agreement between the parties and any third party providing services under the Agreement on CTCe:S's behalf. Customer acknowiedges 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 Telms and Conditions and its agreement to be fully bound by the Agreement Except as otherwise agreed by the parties 01
<br />governed by Tarin, these Tetms and Conditions apply to all CTCES services ordered by Customer. It a contlict arises between any terms of the Agreement, the following order 01 precedence will apply: (i) Tariff, (II) Service Order; and (iii) Terms
<br />and Conditions. The 'Services" will be those seiected by the customer on the applicable Service Order. Customer acknowledges and agltes that one or mOte 0/ the Services may be provided by an affinate of CTCES. CTCES's provision of the
<br />Services is subject to its abilily to acquire and maintain commerciatly leasonable lIansport and other tacilities. Customer grants CTCES all access rights and other rights necessary lor CTCES to perform its obligations under the Agreement
<br />Customer will not resell the Services to any third party. Customer will use CTCES as its sole provider of local exchanges services 101 the duration 01 any Service Order under which such local exchange services are conllacted by Customer.
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<br />2. INSTALLATION. Customer will take all reasonable actions requested by CTCES to facilitate commencement of Services, including without limitation, providing all necessary access to facitlties 01 customer. Customer will provide adequate
<br />electrical power, a suitable cable access roule, envilOnment and space tor CTCES's equipment and to pay lor any damages and cancellation. CTCES will work with customet's vendOl to coordinate service provider cut-overs. Customer will pay
<br />CTCES 101 such facilities activated on custome(s behalf in the event 01 cut-over cancellation by the customer andlor the custome(s vendor.
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<br />3. LIMITATION OF LIABILITY.
<br />THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CTCES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR.FREE, OR ,FREE OF VIRUSES OR OTHER IiARMFUL
<br />COMPONENTS. CTCES MAKES NO EXPRESS WARRANTIES REGARDING THE SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT,
<br />MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CTCE9.AND ITS EMPLOYEES ARE NOHIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SERVICES OR
<br />THE INTERNET INCLUDING ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, CTCES'S CUMULATIVE LIABILITY ARISING OUT OF ANY SERVICE HEREUNDER
<br />SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PROPORTIONATE FIXED'MONTHL Y CHARGES TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR,
<br />OR DEFECT IN THE SERVICE OR EQUIPMENT, OR ANY OTHER EVENT OR ACTION GIVING RISE TO A CLAIM OCCURS. EXCEPT FOR CERTAIN PRODUCTS AND SERVICES SPECIFICALLY IDENTIFIED AS BEING OFFERED BY
<br />CTCES, CTCES DOES NOT CONTROL ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES ON THE INTERNET. THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY
<br />BE OFFENSIVE TO CUSTOMER. CTCES HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR SUCH MATERIALS. CUSTOMER ASSUMES FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICES AND
<br />THE INTERNET AND IS SOLEL Y RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL SERVICES, PRODUCTS, AND OTHER INFORMATION, AND THE QUALITY AND
<br />MERCHANTABILITY OF ALL MERCHANDISE PROVIDED THROUGH THE SERVICES OR THE INTERNET.
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<br />4, SECURITY; MONITORING. Customer may receive a username, password, and account designation Irom CTCES fOl certain Services. Customer must keep its passwords confidential so thai no unauthOlized party may access any of the
<br />~asswords requited for Services. Customer must notify CTCES immediately upon discoverinq any unautho,ized use of its password-protected Services. CTCES may change its network configuration at any time. CTCES reserves the right to
<br />Jlrect Customers to use certain access points 10 access the Services 01 to restrict use 01 sp8CIflC access points. Any usernames, passwords and email addresses distributed by CTCES to Customer are CTCES's property and CTCES may alter
<br />)( replace them al any time. CTCES has no obligation to monitor the Services, but may do so and dlsctose information regarding use 01 the Services, tOl any reason, i/ crCES, in its sole discretion, believes that it Is reasonable to do so,
<br />ncluding, without limitation, to satisly laws, regulations, 01 governmental or legal r8C U8sts; operale the Services properly; Of protect itsell and its Customers. CTCES may immediately Itmove Customer material 01 infOlmation Irom CTCES's
<br />'esoulces if CTCES, in its sole and absolute discretion, determines it infringes another's rights or violates crCES's Acceptable Use Policy.
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<br />;. TOLL FREE SERVICES. Requests lor tOil free numbers are controlled by an independenl agency based on number availabiüly at the time the order is submitted to the agency. CTCES does not guarantee the availability of any requested toil
<br />ree number and is not bound by verbal confirmations to Customer 01 tOil Iree number availability. CTCES makes no representation regarding the legal right of Customer to use any wOld or phrase created by the alphabetical transiation 01 a toll
<br />rea number. Customel may not reserve or activate toiliree numbers fOl the primary purpose 01 selling, brokering, bartering, 01 releasing the toll free number 101 a lee (01 other consideralion), unless specifically approved in writing by CTCES.
<br />Jpon cancellation of CTCES's Toll Free Service, if Customer does not submit a wri.en request lor the appointment of a new responsible organization ('Resp Org1 or service plOvider lor its toiliree numbers within 30 days alter such cancellation,
<br />;ustomer releases all rights to use 01 conllol such toll free number(s). CTC ES will not be obligated to lIansler Custome(s toll free number(s) to another carrier if Customer has an outstanding balance due with crCES. Customer will be subject
<br />~ any toll Iree policies and procedures as they may be impiemented by CTCES from time to time. Customer Is responsible 101 all usage on its toll free numbers, including without limitation charges tor incomplete, fraudulent and wrong number
<br />ails. Customer wiN Indemnily and hold CTCES harmless from all liabilities related tÞ Custome(s use 01 CTCES Toll Free Service. CTCES will have no liability to Customer 01 any third party with re~pect to any IncOlrect publication or
<br />,dvertisement 01 any toiliree number. ,I
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<br />. CHARGES. Cuslomel's lIablilly for Service charges will commence upon installation 01 set-up by CTCES. Charges fOl Services rendered alter installation will not be reduced by untimely installation. CTCES will have no lIabillly for delayed
<br />Istallabon. The charges tor the Services will be as set forth in the applicable Serviçe Order or the applicabie tariff lor the Service. Unless otherwise indicated on the applicable Service Older, Customer will pay ail Invoices lor the Services, and
<br />ny set-up 01 installation charges (if any), within 30 days aile, the date 01 such invoice. II Customer does not pay such amounts, when due, then CTCES may impose late charges on such amounts at 1.5% per month. CTCES will be entitled to
<br />ttorneys' tees and related expenses in the event suit Is blought or an attOlney is retained to enlOlce the terms 01 the Agreement or to collect any monies due hereunder or to collect money damages for breach hereol,' Any appllcabie federal,
<br />late 01 local use, excise, sales or privilege taxes, duties 01 similar ilabilities, 01 any presubscribed interexchange carrier charges, II any, charged to 01 against CTCES 01 Customer because of the Services furnished by CTCES, will be paid by the
<br />ustomer in addition to the regular charges under this Agreement.
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<br />, CANCELLATION LIABILITY. Each Service Order will lenew automatically for successive one.year terms commencing upon their initial expiration date. II Company or Customer does not wish the Agreement to renew automatically, the
<br />:ompany or Customer, as the case may be, must so notily the other in writing withiO 30 days priOl to the then applicable termination date. If, priOl to the end o/the term, (A) CTCES terminates a Service because 01 Custome(s material breach,
<br />r (B) i/ Customer terminates a Service 101 leasons other than a material breach 01 the Agreement by CTCES, then CU8tomer will be responsible fOl paying CTCES a termination charge equal to (i) any installation charges or other charges or
<br />osts waived by CTCES in providing Customer with such Service, plus (ii) an amouot equal to seventy.llve percent (75%) 0/ the monthly fee specified in the agreement multiplied by the number of full calendar months remaining in the term of the
<br />greement as 01 the day immediately priOl to the date of such notice of termination. In the event that Customer terminates this agreement prior to the instailation of the conllacted services, then the Customer will pay to CTCES, as liquidated
<br />amages, an amount equal to all installation charges and other charges or costs thai would normally be charged by CTCES in providing Customer with such Service, whether waived by CTCES in said agreement or not
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<br />NOTICES. 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 received when sent postage prepaid by certified mall with
<br />turn receipt lequested, 01 (c) on the date received when sent via reputable overnight courier service (e.g. Fed X, UPS) and conlilmed to the address found on the Service Order.
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<br />COMPLIANCE. Customer will comply with all applicable laws and regulations with respect to the Services and will not use the Services for any unlawftJl purpose, and CTCES may immediately telminate this Agreement andlor any Service
<br />'der in the event of any tailure to comply with the foregoing. The CTCES Services are subject to federal, state and local laws, regulations and requirements and the Tariffs. CTCES may terminate a Service without further liability if ordered to
<br />lase providing the applicable Service by a court or other governmental agency. II any such order 01 ruling would materially impact CTCES's ability to fulfill its obligations under the Agreement, then CTCES may terminate this agreement without
<br />bility 101 such terminallon.
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<br />). FRAUD. CTCES is not liable lor any damages, including without limitation, usage and toll charges C1JSlomer may incur as a resull of the unauthorized use 0/ Custome(s telephone lacililies. This unauthorized use includes, but is not limited
<br />' the placement of calls Irom Customel's premises and the placement of calls through Customer provided equipment In no event will CTCES be lIabie lor protection 01 Customer's transmission faciilties or equipmenlfrom unauthOlized access,
<br />for any unauthorized access to or alteration, thell 01 destruction 01 Customer's dala tiles, programs, procedure or inlOlmation through fraudulent means 01 devices. Customer will remain responsible 101 any long distance charges or usage
<br />espective 01 any actual 01 alleged unauthorized 01 fraudulent use. CTCES will use reasonable e~orts to obtain a Cledit from the applicable long distance carrier for all fraudulent or unauthorized usage. crCES wiil have the righi, but not the
<br />¡ligation, to immediateiy deactivate Custome(s long distance service, in the evenl crCES reasonably believes such service is the subject of suspected theil or fraud.
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<br />. INDEMNITY. Cuslomer will indemnify, defend and hold harmless CTCES and its affiliates from and against all iasses, expenses (Including without limitation reasonable legal fees), cialms, damages, liabilities, penalties, actions, proceedings
<br />id judgments that arise out of, or relate to, Cuslome(s use o/the Services, except to the extent caused by CTCES's gross negligence or willful misconduct.
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<br />, EMERGENCY 911 SERVICE. CTCES will have no responsibility or liability to CUltomer 01 any third party in connection with 01 101 responding to emergency 911 01 other emergency referral calls. Customer will provide CTCES with detailed
<br />¡rmaUon related to multi-location private branch exchanges ('PBX') and sinqie Customer PBXs operating within the Custome(s premises nr otherwise connected to CTCES's Telecommunication Service through Customer. Such in/ormation
<br />I include the end-user addresses cOlresponding to all lelephone lines operating thrQUgh the PBX and such other infOlmation, as requested by CTCES, which will enable CTCES to determine the physical location from which the call was made.
<br />stomer will continually update this information and will immediately notify CTCES Of any changes relaled to this information. in addition to providing the information requested above, Customer will provide and continually update CTCES with
<br />correct lIue automatic number idenllfication ('ANI') lor each telephone line operating through a PBX, or similar equipment on Cuslome(s premises or otherwise connected to CTCES's TelecommunICation Service(s) through Customer.
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<br />TERMINATION. Either party may terminate this agreement lithe other party brei\Ches this agreement and does not cure such breach within 30 days proceeding notice thereof. The Agreement will extend for at least the duration of the term
<br />my Services as set forth on a Service Order. 1/ at any time no Service Older is in place, then either party may terminate the Agreement with 30 days notice to the other party. Sections 1, 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, IS, 17 and 18 of the
<br />'eement will survive termination 01 the Agreement Upon termination of a Service Order, CTCES will have the right to enter Customer's premises in order to remove appiicable CTCES equipment
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<br />JURISDICTION. The Agreement is governed by North Carolina law without regard to contlict 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 />eement 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 CTCES, and Cuslomer waives any rights to removal or
<br />sent to removal.
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<br />CONFIDENTIALITY. "Confidential InfOlmation' is Information, in any fOlm, of 01 about CTCES. or its Services, customers or contractOlS, that Is not generally known by, 01 readily available 10, the public (including, without limitation, pricing
<br />, Service InlOlmation and Licensed Programs). Customer may use,Confidentiallnlormation solely for its intemal purposes, and will only disclose such in/ormation intemal~ on a need-to-know basis. Customel will use reasonable best efforts
<br />rotect ConlidentiallnfOlmation from unauthorized use 01 disclosure. CTCES may seek equitable relief (and any other remedies) to enforce this Section 15. FOI ConlidentiallnfOlmation that is a trade secret under applicable law, Custome(s
<br />gallons under this Section 15 will continue ior the longer 01 3 years aller termination 0/ the Agreement 01 until such IntOlmation no longer is a trade secret under applicable law, and fOl ail other Confidential Information, Custome(s obiigations
<br />continue f0l3 years aller termination of the Agreement CTCES's use ot Customer's information is governed by applicable law and CTCES's privacy policy posted on the Internet al www.ctc.net
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<br />AUP, Customer will comply with CTCES's Acceptable Use Policy ('AUP" which is hereby incorporated by reference herein, and which is posted on the Internet and accessibie through www.ctc.nelo CTCES may change the AUP at any
<br />I without prior notice to Customer. CTCES's AUP, including any amendments thereto, is effective upon posting on the Internet. CTCES may terminate this Agreement immediately it Customer breaches the AUP.
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<br />"'CENSE. During the term 0/ the applicabie Service, crCES grants to Customer a limited, nonexclusive, nontransferable and non.assignable license to Install and use CTCES-provided access software (If any) (induding software trom third-
<br />f vendors that CrCES distributes; in object code 100mat), its associated documentation, and any updates thereto ('Licensed programsj as necessary in order to access and utilize such Service. Customer will use the LIcensed Programs
<br />Iy in conjunction with the Services. All right, titie, and Interest in and to the Licensed Program, including associated intellectual property rights, are and will remain with CTCES and CTCES's IicensOlS. Customers will not translate, decompile,
<br />Ise engineer, distribute, remarket or other dispose of the Licensed Programs 01 any part thereof. Customer may not download, use or otherwise export 01 re-export the Licensed Programs or any underiying in/ormation 01 technoiogy except
<br />II compiiance with all United States and other applicable laws and regulations.
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<br />~ISCELLANEOUS. Customer will not assign Ihe Agreement without CTCES's priQ/ written consent The Agreement is binding on and Inures to the benefit of the parties hereto and their respective successors or assigns. The Agreement
<br />only be amended by a writing signed by both parties. There are no third party benellciaries to the Agreement 1/ any part of the Agreement is determined to be unentorceable, the remainder 01 the Agreement will remain in fuillorce and
<br />:1. Failure to give notice of default 01 to enlorce compliance with any part of the A(Jeement will not constitute the permanent waiver ot any term 01 condition of the Agreement Notwithstanding anything herein to the conllary, CTCES will nol
<br />.ble to Customer or any other party 101 any tailure 01 performance if such failure IS due to any cause or causes beyond the reasonable conllol of CTCES including, but not limited to, fire, explosion, failure of the internet or o/third parties,
<br />laiism, cable cut, storm or othel similar occurrences, any govemmental action 01 any national emergencies, insurrections, liots, wars, strikes 01 other labor difficulties, supplier failures, 01 shortages.
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<br />,owledgement and acceptance ot these Terms and Conditions
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<br />Customer's Inltlals- Date-
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