V. 1 Effective FEB 07 2012

BUSINESS SERVICES CUSTOMER TERMS AND CONDITIONS

The Customer named on the Matthijssen Business Communications

LLC [here after referred to as “MBCLLC”] Business Service Order

Agreement and MBCLLC agree that the terms and conditions on the

MBCLLC Business Service Order Agreement and these terms and

conditions constitute the agreement (the “Agreement”) for the

provision of the Services selected by Customer and designated on a

Service Order. Services may include MBCLLC Business and Hospitality

commercial high-speed internet services (“Internet”) and MBCLLC

Business and Hospitality commercial digital voice services, including

enhanced voice, toll free and trunk services (“Voice”) (each a

“Service” and collectively “Services”).

The terms and conditions in the “GENERAL TERMS AND

CONDITIONS” section below are applicable to all Services.

Additional terms and conditions apply to the Internet and the Voice

Service and should be reviewed in either the “ADDITIONAL TERMS

APPLICABLE TO INTERNET SERVICE” section, or the “ADDITIONAL

TERMS APPLICABLE TO VOICE SERVICE” section, as applicable.

GENERAL TERMS AND CONDITIONS

ARTICLE 1. DEFINITIONS

Affiliate: Any entity that controls, is controlled by or is under common

control with MBCLLC.

Agreement: These terms and conditions and the Service Order

Agreement executed by Customer.

MBCLLC Equipment: Any and all facilities, equipment or devices

provided by MBCLLC or its authorized contractors at the Service

Location(s) that are used to deliver any of the Services including, but

not limited to, all terminals, wires, modems, lines, circuits, ports,

routers, gateways, switches, channel service units, data service units,

cabinets, and racks. Notwithstanding the above, inside telephone

wiring, whether or not installed by MBCLLC, shall not be considered

MBCLLC Equipment.

Confidential Information: All information regarding either party’s

business which has been marked or is otherwise communicated as

being “proprietary” or “confidential.” or which reasonably should be

known by the receiving party to be proprietary or confidential

information. Without limiting the generality of the foregoing,

Confidential Information shall include, even if not marked, the

Agreement, all Licensed Software, promotional materials, proposals,

quotes, rate information, discount information, subscriber

information, network upgrade information and schedules, network

operation information (including without limitation information

about outages and planned maintenance) and invoices, as well as the

parties’ communications regarding such items.

Customer-Provided Equipment: Any and all facilities, equipment or

devices supplied by Customer for use in connection with the Services.

Licensed Software: Computer software or code provided by MBCLLC

or required to use the Services, including without limitation,

associated documentation, and all updates thereto.

Party: A reference to MBCLLC or the Customer; and in the plural, a

reference to both companies.

Service(s): The Internet, Toll Free Trunk and Voice services provided

by MBCLLC to Customer described in one or more Service Order(s).

All Services are for commercial use only, except as otherwise

expressly permitted herein.

Service Commencement Date: The date(s) on which MBCLLC first

makes Service available for use by Customer. A single Service Order

containing multiple Service Locations or Services may have multiple

Service Commencement Dates.

Service Order: A request for MBCLLC to provide the Services to

Service Location(s) submitted by Customer to MBCLLC (a) on a then-

current MBCLLC form designated for that purpose or (b) if available,

through a MBCLLC electronic order processing system designated for

that purpose.

Service Order Agreement: The agreement under which all Service

Orders are submitted to MBCLLC.

Service Location(s): The Customer location(s) where MBCLLC

provides the Services.

Service Term: The duration of time (commencing on the Service

Commencement Date) for which Services are ordered, as specified in

a Service Order.

Tariff: A federal or state MBCLLC tariff and the successor documents

of general applicability that replace such tariff in the event of

detariffing.

Termination Charges: Charges that may be imposed by MBCLLC if,

prior to the end of the applicable Service Term (a) MBCLLC terminates

Services for cause or (b) Customer terminates Services without cause.

Termination Charges with respect to each terminated Service Order

shall equal, in addition to all amounts payable by Customer in

accordance with Section 5.3, seventy-five percent (75%) of the

remaining monthly fees that would have been payable by Customer

under the Service Order if the Services described in the Service Order

had been provided until the end of the Service Term. In the event the

Agreement is terminated as herein described during the initial Service

Term, Termination Charges shall also include one hundred percent

(100%) of any amount paid by MBCLLC in connection with Custom

V. 1 Effective FEB 07 2012

Installation, as that term is defined in Section 2.7, for the Services

provided by MBCLLC under the Service Order.

ARTICLE 2. DELIVERY OF SERVICES

2.1 Orders. Customer shall submit to MBCLLC a properly completed

Service Order to initiate Services to a Service Location(s). A Service

Order shall become binding on the parties when (i) it is specifically

accepted by MBCLLC either electronically or in writing, (ii) MBCLLC

begins providing the Services described in the Service Order or (iii)

MBCLLC begins Custom Installation (as defined in Section 2.7) for

delivery of the Services described in the Service Order, whichever is

earlier. When a Service Order becomes effective it shall be deemed

part of, and shall be subject to, the Agreement.

2.2 Speed. MBCLLC makes no representation regarding the speed of

the Internet Service. Actual speeds may vary and are not guaranteed.

Many factors affect speed including, without limitation, the number

of workstations using a single connection.

2.3 Access. Customer, at no cost to MBCLLC, shall secure and maintain

all necessary rights of access to Service Location(s) for MBCLLC to

install and provide the Services, unless MBCLLC has secured such

access prior to this Agreement. In addition, Customer shall provide an

adequate environmentally controlled space and such electricity as

may be required for installation, operation, and maintenance of the

MBCLLC Equipment used to provide the Services within the Service

Location(s). MBCLLC and its employees and authorized contractors

will require free ingress and egress into and out of the Service

Location(s) in connection with the provision of Services. Upon

reasonable notice from MBCLLC, Customer shall provide all required

access to MBCLLC and its authorized personnel.

2.4 Service Commencement Date. Upon installation and connection

of the necessary facilities and equipment to provide the Services, or

in the case of Voice, the day Voice Service is activated, MBCLLC shall

notify Customer that the Services are available for use, and the date

of such notice shall be called the “Service Commencement Date.” Any

failure or refusal on the part of Customer to be ready to receive the

Services on the Service Commencement Date shall not relieve

Customer of its obligation to pay applicable Service charges.

2.5 MBCLLC Equipment. MBCLLC Equipment is and shall remain the

property of MBCLLC regardless of where installed within the Service

Location(s), and shall not be considered a fixture or an addition to the

land or the Service Location(s). At any time MBCLLC may remove or

change MBCLLC Equipment in its sole discretion in connection with

providing the Services. Customer shall not move, rearrange,

disconnect, remove, attempt to repair, or otherwise tamper with any

MBCLLC Equipment or permit others to do so, and shall not use the

MBCLLC Equipment for any purpose other than that authorized by the

Agreement. MBCLLC shall maintain MBCLLC Equipment in good

operating condition during the term of this Agreement; provided,

however, that such maintenance shall be at MBCLLC’s expense only

to the extent that it is related to and/or resulting from the ordinary

and proper use of the MBCLLC Equipment. Customer is responsible

for damage to, or loss of, MBCLLC Equipment caused by its acts or

omissions, and its noncompliance with this Section, or by fire, theft or

other casualty at the Service Location(s), unless caused by the

negligence or willful misconduct of MBCLLC. Customer agrees not to

take any action that would directly or indirectly impair MBCLLC’s title

to the MBCLLC Equipment, or expose MBCLLC to any claim, lien,

encumbrance, or legal process, except as otherwise agreed in writing

by the Parties. Following MBCLLC’s discontinuance of the Services to

the Service Location(s), MBCLLC retains the right to remove the

MBCLLC Equipment including, but not limited to, that portion of the

MBCLLC Equipment located within the Service Location(s). To the

extent MBCLLC removes such MBCLLC Equipment, it shall be

responsible for returning the Service Location(s) to its prior condition,

wear and tear excepted.

2.6 Customer-Provided Equipment. MBCLLC shall have no obligation

to install, operate, or maintain Customer-Provided Equipment.

Customer alone shall be responsible for providing maintenance,

repair, operation and replacement of all inside telephone wiring and

equipment and facilities on the Customer’s side of the cable modem,

route and/or coaxial input connection. All Customer-Provided

Equipment and wiring that Customer uses in connection with the

Services must be fully compatible with the Services. Customer shall

be responsible for the payment of all charges for troubleshooting,

maintenance or repairs attempted or performed by MBCLLC’s

employees or authorized contractors when the difficulty or trouble

report results from Customer-Provided Equipment.

2.7 Engineering Review. Each Service Order submitted by Customer

shall be subject to an engineering review by MBCLLC. The engineering

review will determine whether the cable plant must be extended,

built or upgraded in order to provide the ordered Services at the

requested Service Location(s), or whether Service installation has to

be expedited to meet the Customer’s requested Service

Commencement Date (”Custom Installation”) . MBCLLC will provide

Customer written notification in the event Service installation at any

Service Location will require an additional one-time installation fee

(“Custom Installation Fee”). Customer will have five (5) days from

receipt of such notice to reject the Custom Installation Fee and

terminate, without further liability, the Service Order with respect to

the affected Service Location(s).

2.8 Administrative Web Site. MBCLLC may, at its sole option, make

one or more administrative web sites available to Customer in

connection with Customer’s use of the Services (each an

“Administrative Web Site”). MBCLLC may furnish Customer with one

or more user identifications and/or passwords for use on the

Administrative Web Site. Customer shall be responsible for the

confidentiality and use of such user identifications and/or passwords

and shall immediately notify MBCLLC if there has been an

V. 1 Effective FEB 07 2012

unauthorized release, use or other compromise of any user

identification or password. In addition, Customer agrees that its

authorized users shall keep confidential and not distribute any

information or other materials made available by the Administrative

Web Site. Customer shall be solely responsible for all use of the

Administrative Web Site, and MBCLLC shall be entitled to rely on all

Customer uses of and submissions to the Administrative Web Site as

authorized by Customer. MBCLLC shall not be liable for any loss, cost,

expense or other liability arising out of any Customer use of the

Administrative Web Site or any information on the Administrative

Web Site. MBCLLC may change or discontinue the Administrative

Web Site, or Customer’s right to use the Administrative Web Site, at

any time. Additional terms and policies may apply to Customer’s use

of the Administrative Web Site. These terms and policies will be

posted on the site.

ARTICLE 3. CHARGES, BILLING AND PAYMENT

3.1 Charges. Customer shall pay MBCLLC one hundred percent (100%)

of the Custom Installation Fee prior to the installation of Service.

Customer further agrees to pay all charges associated with the

Services, as set forth or referenced in the applicable Service Order(s)

or invoiced by MBCLLC. These charges may include, but are not

limited to installation charges, monthly recurring service charges,

usage charges including without limitation charges for the use of

MBCLLC Equipment, per-call charges, charges for service calls,

maintenance and repair charges, and applicable federal, state, and

local taxes, fees, surcharges and recoupments (however designated).

Some Services such as measured and per-call charges, (as explained

below in the Voice Additional Terms) may be invoiced after the

Service has been provided to Customer. Except as otherwise indicated

herein or on the applicable Service Order(s), monthly recurring

charges for Internet Services shall not increase during the initial

Service Term.

3.2 Third-Party Charges. Customer may incur charges from third

party service providers that are separate and apart from the amounts

charged by MBCLLC. These may include, without limitation, charges

resulting from accessing on-line services, calls to parties who charge

for their telephone based services, purchasing or subscribing to other

offerings via the Internet or interactive options on Public View Video,

Video, or otherwise. Customer agrees that all such charges, including

all applicable taxes, are Customer’s sole responsibility. In addition,

Customer is solely responsible for protecting the security of credit

card information provided to others in connection with such

transactions.

3.3 Payment of Bills. Except as otherwise indicated herein or on the

Service Order(s), MBCLLC will invoice Customer in advance on a

monthly basis for all monthly recurring Service charges and fees

arising under the Agreement. All other charges will be billed monthly

in arrears. Customer shall make payment to MBCLLC for all invoiced

amounts within thirty (30) days after the date of the invoice. Any

amounts not paid to MBCLLC within such period will be considered

past due. If a Service Commencement Date is not the first day of a

billing period, Customer’s next monthly invoice shall include a pro-

rated charge for the Services, from the date of installation to the first

day of the new billing. In certain cases, MBCLLC may agree to provide

billing services on behalf of third parties, as the agent of the third

party. Any such third-party charges shall be payable pursuant to any

contract or other arrangement between Customer and the third

party. MBCLLC shall not be responsible for any dispute regarding

these charges between Customer and such third party. Customer

must address all such disputes directly with the third party.

3.4 Partial Payment. Partial payment of any bill will be applied to the

Customer’s outstanding charges in the amounts and proportions as

solely determined by MBCLLC. No acceptance of partial payment(s)

by MBCLLC shall constitute a waiver of any rights to collect the full

balance owed under the Agreement.

3.5 Payment by Credit Card. Upon Customer’s written request and

MBCLLC’s acceptance of such request, MBCLLC will accept certain

credit card payments for charges generated under the Agreement. By

providing MBCLLC with a credit card number, Customer authorizes

MBCLLC to charge the card for all charges generated under this

Agreement, until (i) this Agreement is terminated or (ii) Customer

provides sixty (60) days prior notice that MBCLLC stop charging the

credit card. Customer agrees to provide MBCLLC with updated credit

card or alternate payment information on a timely basis prior to the

expiration or termination of the credit card on file or in the event that

Customer’s credit card limit is or will be insufficient to cover payment.

If MBCLLC is unable to charge Customer's credit card for any reason,

Customer agrees to pay all amounts due, including any late payment

charges or bank charges, upon demand by MBCLLC. MBCLLC may limit

the option to pay by credit card to specific Services or may

discontinue acceptance of credit card payments in whole or in part

upon thirty (30) days prior notice to Customer.

3.6 Credit Approval and Deposits. Initial and ongoing delivery of

Services may be subject to credit approval. Customer shall provide

MBCLLC with credit information requested by MBCLLC. Customer

authorizes MBCLLC to make inquiries and to receive information

about Customer’s credit history from others and to enter this

information in Customer’s records. Customer represents and

warrants that all credit information that it provides to MBCLLC will be

true and correct. MBCLLC, in its sole discretion, may deny the Services

based upon an unsatisfactory credit history. Additionally, subject to

applicable regulations, MBCLLC may require Customer to make a

deposit (in an amount not to exceed an estimated two-month's

charge for the Services) as a condition to MBCLLC’s provision of the

Services, or as a condition to MBCLLC’s continuation of the Services.

The deposit will not, unless explicitly required by law, bear interest

and shall be held by MBCLLC as security for payment of Customer's

charges. If the provision of Service to Customer is terminated, or if

MBCLLC determines in its sole discretion that such deposit is no

V. 1 Effective FEB 07 2012

longer necessary, then the amount of the deposit will be credited to

Customer's account or will be refunded to Customer, as determined

by MBCLLC.

3.7 Taxes and Fees. Customer shall be responsible for the payment of

any and all applicable local, state, and federal taxes or fees (however

designated). Customer will be responsible to pay any Service fees,

payment obligations and taxes that become applicable retroactively.

3.8 Other Government-Related Costs and Fees. MBCLLC reserves the

right to invoice Customer for any fees or payment obligations in

connection with the Services imposed by governmental or quasi-

governmental bodies in connection with the sale, installation, use, or

provision of the Services, including, without limitation, applicable

franchise fees (if any), regardless of whether MBCLLC or its Affiliates

pay the taxes directly or are required by an order, rule, or regulation

of a taxing jurisdiction to collect them from Customer.. These

obligations may include those imposed on MBCLLC or its affiliates by

an order, rule, or regulation of a regulatory body or a court of

competent jurisdiction, as well as those that MBCLLC or its affiliates

are required to collect from the Customer or to pay to others in

support of statutory or regulatory programs. For example, Voice

customers are charged a monthly regulatory recovery fee to help

defray MBCLLC’s contributions to municipal, state, and federal

programs including, without limitation, universal service, telecom

relay services for the visually/hearing impaired, and 911/E911

programs and infrastructure. This regulatory recovery fee is not a tax,

and it is not government-mandated. Taxes and other government-

related fees and surcharges may be changed with or without notice,

3.9 Disputed Invoice. If Customer disputes any portion of an invoice,

Customer must pay the undisputed portion of the invoice and submit

a written claim, including all documentation substantiating

Customer’s claim, to MBCLLC for the disputed amount of the invoice

by the invoice due date. The Parties shall negotiate in good faith to

resolve the dispute. However, should the parties fail to mutually

resolve the dispute within sixty (60) days after the dispute was

submitted to MBCLLC, all disputed amounts shall become

immediately due and payable to MBCLLC.

3.10 Past-Due Amounts. Any undisputed payment not made when

due will be subject to a reasonable late charge not to exceed the

highest rate allowed by law on the unpaid invoice. If Customer’s

account is delinquent, MBCLLC may refer the account to a collection

agency or attorney that may pursue collection of the past due amount

and/or any MBCLLC Equipment that Customer fails to return in

accordance with the Agreement. If MBCLLC is required to use a

collection agency or attorney to collect any amount owed by

Customer or any unreturned MBCLLC Equipment, Customer agrees to

pay all reasonable costs of collection or other action. The remedies

set forth herein are in addition to and not in limitation of any other

rights and remedies available to MBCLLC under the Agreement or at

law or in equity.

3.11 Rejected Payments. Except to the extent otherwise prohibited

by law, Customer will be assessed a service charge up to the full

amount permitted under applicable law for any check or other

instrument used to pay for the Services that has been rejected by the

bank or other financial institution.

3.12 Fraudulent Use of Services. Customer is responsible for all

charges attributable to Customer with respect to the Services, even if

incurred as the result of fraudulent or unauthorized use of the

Services. MBCLLC may, but is not obligated to, detect or report

unauthorized or fraudulent use of Services to Customer. MBCLLC

reserves the right to restrict, suspend or discontinue providing any

Service in the event of fraudulent use by Customer.

ARTICLE 4. TERM

4.1 Agreement Term. This Agreement shall terminate upon the

expiration or other termination of the final existing Service Order

entered into under this Agreement. The term of a Service Order shall

commence on the Service Commencement Date and shall terminate

at the end of the stated Service Term of such Service. Unless

otherwise stated in these terms and conditions, if a Service Order

does not specify a term of service, the Service Term shall be one (1)

year from the Service Commencement Date.

4.2 Service Order Renewal. Upon the expiration of the Service Term,

this Agreement and each applicable Service Order shall automatically

renew for successive periods of one (1) year each (“Renewal

Term(s)”), unless otherwise stated in these terms and conditions or

prior notice of non-renewal is delivered by either Party to the other

at least thirty (30) days before the expiration of the Service Term or

the then current Renewal Term, or in the case of Louisiana Customers,

notice of non-renewal is delivered to MBCLLC within thirty (30) days

following the expiration of the Service Term or the then current

Renewal Term. Except as otherwise identified in the Agreement, at

any time during initial Service Term and from time to time thereafter,

MBCLLC may increase the charges for Voice Services subject to thirty

(30) days prior notice to Customer. Effective at any time after the end

of the initial Service Term and from time to time thereafter, MBCLLC

may modify the charges for Internet Services subject to thirty (30)

days prior notice to Customer. Customer will have thirty (30) days

from receipt of such notice to cancel the applicable Service without

further liability. Should Customer fail to cancel within this timeframe,

Customer will be deemed to have accepted the modified Service

pricing.

ARTICLE 5. TERMINATION OF AGREEMENT AND/OR A SALES ORDER

5.1 Termination for Convenience. Notwithstanding any other term or

provision in this Agreement, Customer shall have the right to

terminate a Service Order, or this Agreement in whole or part, at any

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time during the Service Term upon sixty (60) days prior notice to

MBCLLC, and subject to payment to MBCLLC of all outstanding

amounts due for the Services, any and all applicable Termination

Charges, and the return of any and all MBCLLC Equipment.

5.2 Termination for Cause.

(a) If Customer is in breach of a payment obligation (including failure

to pay a required deposit), and fails to make payment in full within

ten (10) days after receipt of notice of default, or has failed to make

payments of all undisputed charges on or before the due date on

three (3) or more occasions during any twelve (12) month period,

MBCLLC may, at its option, terminate this Agreement, terminate the

affected Service Orders, suspend Service under the affected Service

Orders, and/or require a deposit, advance payment, or other

satisfactory assurances in connection with any or all Service Orders as

a condition of continuing to provide the Services. However, MBCLLC

will not take any such action as a result of Customer’s non-payment

of a charge that is the subject of a timely billing dispute, unless the

parties have reviewed the dispute and determined in good faith that

the charge is correct.

(b) If either party breaches any material term of this Agreement and

the breach continues without remedy for thirty (30) days after notice

of default, the non-defaulting party may terminate for cause any

Service Order materially affected by the breach.

upon notice if the other party has become insolvent or involved in

liquidation or termination of its business, or adjudicated bankrupt, or

been involved in an assignment for the benefit of its creditors.

(d) Termination by either party of a Service Order does not waive any

other rights or remedies that it may have under this Agreement.

5.3 Effect of Expiration or Termination of the Agreement or a Service

Order. Upon the expiration or termination of a Service Order for any

reason: (i) MBCLLC may disconnect the applicable Service; (ii) MBCLLC

may delete all applicable data, files, electronic messages, voicemail or

other information stored on MBCLLC’s servers or systems; (iii) if

Customer has terminated the Service Order prior to the expiration of

the Service Term for convenience, or if MBCLLC has terminated the

Service Order prior to the expiration of the Service Term as a result of

material breach by Customer, MBCLLC may assess and collect from

Customer applicable Termination Charges; (iv) Customer shall, permit

MBCLLC access to retrieve from the applicable Service Locations any

and all MBCLLC Equipment (however, if Customer fails to permit

access, or if the retrieved MBCLLC Equipment has been damaged

and/or destroyed other than by MBCLLC or its agents, normal wear

and tear excepted, MBCLLC may invoice Customer for the full

replacement cost of the relevant MBCLLC Equipment, or in the event

of minor damage to the retrieved MBCLLC Equipment, the cost of

repair, which amounts shall be immediately due and payable); and (v)

if used in conjunction with the terminated Service, Customer’s right

to use applicable Licensed Software shall automatically terminate,

and Customer shall be obligated to return the Licensed Software to

MBCLLC.

5.4 Regulatory and Legal Changes. The parties acknowledge that the

respective rights and obligations of each party as set forth in this

Agreement upon its execution are based on law and the regulatory

environment as it exists on the date of execution of this Agreement.

MBCLLC may, in its sole discretion, immediately terminate this

Agreement, in whole or in part, in the event there is a material change

in any law, rule, regulation, Force Majeure event, or judgment of any

court or government agency, and that change affects MBCLLC’s ability

to provide the Services herein.

ARTICLE 6. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES;

WARNINGS

6.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY

INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL

DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND

INCLUDING BUT NOT LIMITED TO ANY LOSS REVENUE, LOSS OF USE,

LOSS OF BUSINESS OR LOSS OF PROFIT, WHETHER SUCH ALLEGED

LIABILITY ARISES IN CONTRACT OR TORT, PROVIDED, HOWEVER,

THAT NOTHING HEREIN IS INTENDED TO LIMIT CUSTOMER’S LIABILITY

FOR AMOUNTS OWED FOR THE SERVICES, FOR ANY EQUIPMENT OR

SOFTWARE PROVIDED BY MBCLLC OR FOR EARLY TERMINATION

CHARGES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS

AGREEMENT, THE ENTIRE LIABILITY OF MBCLLC AND ITS OFFICERS,

DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS OR

CONTRACTORS (“ASSOCIATED PARTIES”) FOR LOSS, DAMAGES AND

CLAIMS ARISING OUT OF THE DELIVERY OF THE SERVICES INCLUDING,

BUT NOT LIMITED TO, DELAY IN THE INSTALLATION OF SERVICES OR

THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR

THE MBCLLC EQUIPMENT SHALL BE LIMITED TO A SUM EQUIVALENT

TO THE APPLICABLE OUT-OF-SERVICE CREDIT. REMEDIES UNDER THIS

AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY

DESCRIBED IN THIS AGREEMENT.

6.2 THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

WITHOUT LIMITATION ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND

NON- INFRINGEMENT WITH RESPECT TO THE SERVICES, MBCLLC

EQUIPMENT, OR LICENSED SOFTWARE. ALL SUCH WARRANTIES ARE

HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT

ALLOWED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE

FOREGOING, MBCLLC DOES NOT WARRANT THAT THE SERVICES,

MBCLLC EQUIPMENT, OR LICENSED SOFTWARE WILL BE

UNINTERRUPTED, ERROR-FREE, OR FREE OF LATENCY OR DELAY, OR

THAT THE SERVICES, MBCLLC EQUIPMENT, OR LICENSED SOFTWARE

WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES, MBCLLC

EQUIPMENT, OR LICENSED SOFTWARE WILL PREVENT

UNAUTHORIZED ACCESS BY THIRD PARTIES.

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6.3 MBCLLC MAKES NO WARRANTIES OR REPRESENTATIONS WITH

RESPECT TO THE SERVICES, MBCLLC EQUIPMENT, OR LICENSED

SOFTWARE FOR USE BY THIRD PARTIES.

6.4 IN NO EVENT SHALL MBCLLC, OR ITS ASSOCIATED PARTIES,

SUPPLIERS, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY LOSS,

DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO: (i) STORED,

TRANSMITTED, OR RECORDED DATA, FILES, OR SOFTWARE; (ii) ANY

ACT OR OMISSION OF CUSTOMER, ITS USERS OR THIRD PARTIES; (iii)

INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE

SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES OR

NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; OR (iv) LOSS

OR DESTRUCTION OF ANY CUSTOMER HARDWARE, SOFTWARE, FILES

OR DATA RESULTING FROM ANY VIRUS OR OTHER HARMFUL

FEATURE OR FROM ANY ATTEMPT TO REMOVE IT.

6.5 DISRUPTION OF SERVICE. MBCLLC shall not be liable for any

inconvenience, loss, liability, or damage resulting from any

interruption of the Services, directly or indirectly caused by, or

proximately resulting from, any circumstances, including, but not

limited to, causes attributable to Customer or Customer- Equipment;

inability to obtain access to the Service Locations; loss of use of poles

or other utility facilities; strike; labor dispute; riot or insurrection; war;

explosion; malicious mischief; fire, flood, lightening, earthquake,

wind, ice, extreme weather conditions or other acts of God; failure or

reduction of power; or any court order, law, act or order of

government restricting or prohibiting the operation or delivery of the

Services.

6.6 Customer’s sole and exclusive remedies under this Agreement are

as expressly set forth in this Agreement. Certain of the above

exclusions may not apply if the state in which a Service is provided

does not allow the exclusion or limitation of implied warranties or

does not allow the limitation or exclusion of incidental or

consequential damages. In those states, the liability of MBCLLC and

its affiliates and agents is limited to the maximum extent permitted

by law.

ARTICLE 7. INDEMNIFICATION

7.1 Subject to Article 6, each Party (“Indemnifying Party”) will

indemnify and hold harmless the other Party (“Indemnified Party”),

its affiliates, officers, directors, employees, stockholders, partners,

providers, independent contractors and agents from and against any

and all joint or several costs, damages, losses, liabilities, expenses,

judgments, fines, settlements and any other amount of any nature,

including reasonable fees and disbursements of attorneys,

accountants, and experts, arising from any and all claims, demands,

actions, suits, or proceedings whether civil, criminal, administrative,

or investigative (collectively, "Claims") relating to: (i) any Claim of any

third party resulting from the negligence or willful act or omission of

Indemnifying Party arising out of or related to the Agreement, the

obligations hereunder, and uses of Services, MBCLLC Equipment, and

Licensed Software; and (ii) any Claim of any third party alleging

infringement of a U.S. patent or U.S. copyright arising out of or related

to this Agreement, the obligations hereunder, and the use of Services,

MBCLLC Equipment, and Licensed Software.

7.2 The Indemnifying Party agrees to defend the Indemnified Party

for any loss, injury, liability, claim or demand (“Actions”) that is the

subject of Article 7 hereof. The Indemnified Party agrees to notify the

Indemnifying Party promptly, in writing, of any Actions, threatened or

actual, and to cooperate in every reasonable way to facilitate the

defense or settlement of such Actions. The Indemnifying Party shall

assume the defense of any Action with counsel of its own choosing,

but which is reasonably satisfactory to the Indemnified Party. The

Indemnified Party may employ its own counsel in any such case, and

shall pay such counsel’s fees and expenses. The Indemnifying Party

shall have the right to settle any claim for which indemnification is

available; provided, however, that to the extent that such settlement

requires the Indemnified Party to take or refrain from taking any

action or purports to obligate the Indemnified Party, then the

Indemnifying Party shall not settle such claim without the prior

written consent of the Indemnified Party, which consent shall not be

unreasonably withheld, conditioned or delayed.

ARTICLE 8. SOFTWARE & SERVICES

8.1 License. If and to the extent Customer requires the use of Licensed

Software in order to use the Services supplied under any Service

Order, Customer shall have a personal, nonexclusive,

nontransferable, and limited license to use the Licensed Software in

object code only and solely to the extent necessary to use the

applicable Service during the corresponding Service Term. Customer

may not claim title to, or an ownership interest in, any Licensed

Software (or any derivations or improvements thereto) and Customer

shall execute any documentation reasonably required by MBCLLC,

including, without limitation, end-user license agreements for the

Licensed Software. MBCLLC and its suppliers shall retain ownership of

the Licensed Software, and no rights are granted to Customer other

than a license to use the Licensed Software under the terms expressly

set forth in this Agreement.

8.2 Restrictions. Customer agrees that it shall not: (i) copy the

Licensed Software (or any upgrades thereto or related written

materials) except for emergency back-up purposes or as permitted by

the express written consent of MBCLLC; (ii) reverse engineer,

decompile, or disassemble the Licensed Software; (iii) sell, lease,

license, or sublicense the Licensed Software; or (iv) create, write, or

develop any derivative software or any other software program based

on the Licensed Software.

8.3 Updates. Customer acknowledges that the use of the Services

may periodically require updates and/or changes to certain Licensed

V. 1 Effective FEB 07 2012

Software resident in the MBCLLC Equipment or Customer-Provided

Equipment. If MBCLLC has agreed to provide updates and changes,

MBCLLC may perform such updates and changes remotely or on-site,

at MBCLLC’s sole option. Customer hereby consents to, and shall

provide free access for, such updates deemed reasonably necessary

by MBCLLC.

8.4 Ownership of Telephone Numbers and Addresses. Customer

acknowledges that use of the Services does not give it any ownership

or other rights in any telephone number or Internet/on-line addresses

provided, including but not limited to Internet Protocol (“IP”)

addresses, e-mail addresses and web addresses.

8.5 Intellectual Property Rights in the Services. Title and intellectual

property rights to the Services are owned by MBCLLC, its agents,

suppliers or affiliates or their licensors or otherwise by the owners of

such material. The copying, redistribution, reselling, bundling or

publication of the Services, in whole or in part, without express prior

written consent from MBCLLC or other owner of such material, is

prohibited.

ARTICLE 9. CONFIDENTIAL INFORMATION AND PRIVACY

9.1 Disclosure and Use. All Confidential Information shall be kept by

the receiving party in strict confidence and shall not be disclosed to

any third party without the disclosing party’s express written consent.

Notwithstanding the foregoing, such information may be disclosed (i)

to the receiving party’s employees, affiliates, and agents who have a

need to know for the purpose of performing this Agreement, using

the Services, rendering the Services, and marketing related products

and services (provided that in all cases the receiving party shall take

appropriate measures prior to disclosure to its employees, affiliates,

and agents to assure against unauthorized use or disclosure); or (ii) as

otherwise authorized by this Agreement. Each party agrees to treat

all Confidential Information of the other in the same manner as it

treats its own proprietary information, but in no case using a degree

of care less than a reasonable degree of care.

9.2 Exceptions. Notwithstanding the foregoing, each party’s

confidentiality obligations hereunder shall not apply to information

that: (i) is already known to the receiving party without a pre-existing

restriction as to disclosure; (ii) is or becomes publicly available

without fault of the receiving party; (iii) is rightfully obtained by the

receiving party from a third party without restriction as to disclosure,

or is approved for release by written authorization of the disclosing

party; (iv) is developed independently by the receiving party without

use of the disclosing party’s Confidential Information; or (v) is

required to be disclosed by law or regulation.

9.3 Remedies. Notwithstanding any other Article of this Agreement,

the non-breaching party shall be entitled to seek equitable relief to

protect its interests pursuant to this Article 9, including, but not

limited to, injunctive relief.

9.4 Monitoring. MBCLLC shall have no obligation to monitor postings

or transmissions made in connection with the Services, however,

Customer acknowledges and agrees that MBCLLC and its agents shall

have the right to monitor any such postings and transmissions from

time to time and to use and disclose them in accordance with this

Agreement, and as otherwise required by law or government request.

MBCLLC reserves the right to refuse to upload, post, publish, transmit

or store any information or materials, in whole or in part, that, in

MBCLLC’s sole discretion, is unacceptable, undesirable or in violation

of this Agreement.

ARTICLE 9A: CUSTOMER PRIVACY POLICIES

In addition to the provisions of Article 9, the privacy policy below

applies to MBCLLC’s handling of Customer confidential information.

In the event of a conflict between the provisions of Article 9 and any

provision of the privacy policy below, the applicable provision of the

MBCLLC’s privacy policy is available at [url] (or any successor URL).

9A.2 Privacy Note Regarding Information Provided to Third Parties:

MBCLLC is not responsible for any information provided by Customer

to third parties, and this information is not subject to the privacy

provisions of this Agreement or the privacy policies. Customer

assumes all privacy and other risks associated with providing

personally identifiable information to third parties via the Services.

ARTICLE 10. PROHIBITED USES

10.1 Resale. Except as otherwise provided in the General Terms and

Conditions, Customer may not sell, resell, sublease, assign, license,

sublicense, share, provide, or otherwise utilize in conjunction with a

third party (including, without limitation, in any joint venture or as

part of any outsourcing activity) the Services or any component

thereof.

10.2 Use Policies. Customer agrees to ensure that all uses of the

MBCLLC Equipment and/or the Services installed at its premises

(“use”) are legal and appropriate. Specifically, Customer agrees to

ensure that all uses by Customer or by any other person (“user”),

whether authorized by Customer or not, comply with all applicable

laws, regulations, and written and electronic instructions for use.

MBCLLC reserves the right to act immediately and without notice to

terminate or suspend the Services and/or to remove from the

Services any information transmitted by or to Customer or users, if

MBCLLC (i) determines that such use or information does not conform

with the requirements set forth in this Agreement, (ii) determines

that such use or information interferes with MBCLLC’s ability to

V. 1 Effective FEB 07 2012

provide the Services to Customer or others, (iii) reasonably believes

that such use or information may violate any laws, regulations, or

written and electronic instructions for use. Furthermore, the Services

shall be subject to one or more Acceptable Use Policies (“AUP”) that

may limit use, or (iv) reasonably believes that Customer’s use of the

Service interferes with or endangers the health and/or safety of

MBCLLC personnel or third parties. The AUP and other policies

concerning the Services are posted on MBCLLC’s web site(s) at [url]

(or any successor URL) or on another web site about which Customer

has been notified, and are incorporated to this Agreement by

reference. MBCLLC may update the use policies from time to time,

and such updates shall be deemed effective seven (7) days after the

update is posted online, with or without actual notice to Customer.

Accordingly, Customer should check the above web addresses (or the

applicable successor URLs) on a regular basis to ensure that its

activities conform to the most current version of the use policies.

MBCLLC’s action or inaction in enforcing acceptable use shall not

constitute review or approval of Customer’s or any other users’ use

or information.

10.3 Violation. Any breach of this Article 10 shall be deemed a

material breach of this Agreement. In the event of such material

breach, MBCLLC shall have the right to restrict, suspend, or terminate

immediately any or all Service Orders, without liability on the part of

MBCLLC, and then to notify Customer of the action that MBCLLC has

taken and the reason for such action, in addition to any and all other

rights and remedies under this Agreement.

ARTICLE 11. SERVICE LEVEL AGREEMENTS (SLA)

MBCLLC is committed to providing the highest level of Service to its

Customers. The SLA defines the minimum Service expectations a

Customer may expect from MBCLLC Business Services. The remedies

set forth in the SLA, which can be found on the MBCLLC website at

[url] (or any successor URL, “Website”), shall be the Customer’s sole

and exclusive remedy for any Service Interruption in the Services,

outage, unavailability, delay or other degradation in the Services or

any MBCLLC failure to meet the objectives of the Services.

ARTICLE 12. INSURANCE

12.1 MBCLLC shall maintain during the Initial Term or any Renewal

Term commercial general liability insurance that covers its liability

and obligations hereunder including property damage and personal

injury.

12.2 The liability limits under these policies shall be, at a minimum,

one million ($1,000,000) dollars per occurrence, with a combined

single limit for bodily injury and property damage liability.

ARTICLE 13. MISCELLANEOUS TERMS

13.1 Force Majeure. Neither party shall be liable to the other party

for any delay, failure in performance, loss, or damage to the extent

caused by force majeure conditions such as acts of God, fire,

explosion, power blackout, cable cut, acts of regulatory or

governmental agencies, unavailability of right-of- way, unavailability

of services or materials upon which the Services rely, or other causes

beyond the party’s reasonable control, except that Customer’s

obligation to pay for Services provided shall not be excused. Changes

in economic, business or competitive condition shall not be

considered force majeure events.

13.2 Assignment and Transfer. Neither Party shall assign any right,

obligation or duty, in whole or in part, nor of any other interest

hereunder, without the prior written consent of the other Party,

which shall not be unreasonably withheld. The foregoing

notwithstanding, MBCLLC may assign this Agreement to any affiliate,

related entity, or successor in interest without Customer’s consent. In

addition, MBCLLC may partially assign its rights and obligations

hereunder to any party that acquires from MBCLLC all or substantially

all of the assets of a network(s) in which the Services is deployed to

Customer. All obligations and duties of either Party under this

Agreement shall be binding on all successors in interest and assigns

of such Party.

13.3 Export Law and Regulation. Customer acknowledges that any

products, software, and technical information (including, but not

limited to, services and training) provided pursuant to the Agreement

may be subject to U.S. export laws and regulations, and any foreign

use or transfer of such products, software, and technical information

must be authorized under those regulations. Customer agrees that it

will not use distribute, transfer, or transmit the products, software, or

technical information (even if incorporated into other products)

except in compliance with U.S. export regulations. If requested by

MBCLLC, Customer also agrees to sign written assurances and other

export-related documents as may be required for MBCLLC to comply

with U.S. export regulations.

13.4 Notices. Except as otherwise provided in this Agreement, any

notices or other communications contemplated or required under

this Agreement, in order to be valid, shall be in writing and shall be

given via personal delivery, overnight courier, or via U.S. Certified

Mail, Return Receipt Requested. Notices to Customer shall be sent to

the Customer billing address; notices to MBCLLC shall be sent to

MBCLLC, 5 Saddle Road, P.O. Box 508, Cedar Knolls NJ 07927, Attn:

Director of Business Customer Operations, with an email copy to:

dirkm@mattnj.com Attn.: Senior Vice President & General Counsel.

All such notices shall be deemed given and effective on the day when

delivered by overnight delivery service or certified mail.

13.5 Entire Understanding. The Agreement constitutes the entire

understanding of the parties related to the subject matter hereof. The

Agreement supersedes all prior agreements, proposals,

V. 1 Effective FEB 07 2012

representations, statements, or understandings, whether written or

oral, concerning the Services or the parties’ rights or obligations

relating to the Services. Any prior representations, promises,

inducements, or statements of intent regarding the Services that are

not expressly provided for in this Agreement are of no effect. Terms

or conditions contained in any purchase order, or restrictive

endorsements or other statements on any form of payment, shall be

void and of no force or effect. Only specifically authorized

representatives of MBCLLC may make modifications to this

Agreement or this Agreement’s form. No modification to the form or

this Agreement made by a representative of MBCLLC who has not

been specifically authorized to make such modifications shall be

binding upon MBCLLC. No subsequent agreement among the parties

concerning the Services shall be effective or binding unless it is

executed in writing by authorized representatives of both parties.

13.6 Tariffs. Notwithstanding anything to the contrary in the

Agreement, MBCLLC may elect or be required to file tariffs with

regulatory agencies for certain Services. In such event, the terms set

forth in the Agreement may, under applicable law, be superseded by

the terms and conditions of the Tariffs. Without limiting the

generality of the foregoing, in the event of any inconsistency with

respect to rates, the rates and other terms set forth in the applicable

Sales Order shall be treated as individual case based arrangements to

the maximum extent permitted by law, and MBCLLC shall take such

steps as are required by law to make the rates and other terms

enforceable. If MBCLLC voluntarily or involuntarily cancels or

withdraws a Tariff under which a Service is provided to Customer, the

Service will thereafter be provided pursuant to the Agreement and

the terms and conditions contained in the Tariff immediately prior to

its cancellation or withdrawal. In the event that MBCLLC is required

by a governmental authority to modify a Tariff under which Service is

provided to Customer in a manner that is material and adverse to

either party, the affected party may terminate the applicable Sales

Order upon a minimum thirty (30) days’ prior written notice to the

other party, without further liability.

13.7 Construction. In the event that any portion of this Agreement is

held to be invalid or unenforceable, the parties shall replace the

invalid or unenforceable portion with another provision that, as

nearly as possible, reflects the original intention of the parties, and

the remainder of this Agreement shall remain in full force and effect.

13.8 Survival. The rights and obligations of either party that by their

nature would continue beyond the expiration or termination of this

Agreement or any Service Order, including without limitation

representations and warranties, indemnifications, and limitations of

liability, shall survive termination or expiration of this Agreement or

any Service Order.

13.9 Choice of Law. The domestic law of the state NJ shall govern the

construction, interpretation, and performance of this Agreement,

except to the extent superseded by federal law.

13.10 No Third Party Beneficiaries. This Agreement does not

expressly or implicitly provide any third party (including users) with

any remedy, claim, liability, reimbursement, cause of action, or other

right or privilege.

13.11 No Waiver. No failure by either party to enforce any rights

hereunder shall constitute a waiver of such right(s).

13.12 Independent Contractors. The Parties to this Agreement are

independent contractors. Neither Party is an agent, representative,

or partner of the other Party. Neither Party shall have any right,

power, or authority to enter into any agreement for, or on behalf of,

or incur any obligation or liability of, or to otherwise bind, the other

Party. This Agreement shall not be interpreted or construed to create

an association, agency, joint venture, or partnership between the

Parties or to impose any liability attributable to such a relationship

upon either Party.

13.13 Article Headings. The article headings used herein are for

reference only and shall not limit or control any term or provision of

this Agreement or the interpretation or construction thereof.

13.14 Compliance with Laws. Each of the Parties agrees to comply

with all applicable local, state and federal laws and regulations and

ordinances in the performance of its respective obligations under this

Agreement.

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ADDITIONAL TERMS APPLICABLE TO INTERNET SERVICES

In addition to Articles 1 through 13 above, Articles 14 and 15A are

specifically applicable to Internet Service:

ARTICLE 14: WEB HOSTING. If Customer submits a Service Order(s)

for web hosting services, the following terms shall also apply:

14.1 Authorization. By using the Services to publish, transmit or

distribute material or content, Customer (i) warrants that the

material or content complies with the provisions of the Agreement,

(ii) authorizes MBCLLC, its agents and affiliates to reproduce, publish,

distribute, and display such content worldwide and (iii) warrants that

Customer has the right to provide such authorization. Customer

acknowledges that material posted or transmitted using the Services

may be copied, republished or distributed by third parties, and agrees

to indemnify, defend and hold harmless MBCLLC, its agents and

affiliates for any harm resulting from such actions.

14.2 Web Site Content. If applicable, MBCLLC will host Customer’s

web site in a data center in accordance with MBCLLC’s then-current

published specifications, including, without limitation, storage levels

(“Customer Web Site”). Ownership of all graphics, text, or other

information or content materials supplied or furnished by Customer

V. 1 Effective FEB 07 2012

for incorporation into or delivery through a Customer Web Site shall

remain with Customer (or the party that supplied such materials to

Customer). Ownership of any software developed or modified by

MBCLLC and all graphics, text, or other information or content

materials supplied or furnished by MBCLLC for incorporation into a

Customer Web Site shall remain with MBCLLC (or the party that

supplied such materials to MBCLLC). Customer agrees that MBCLLC

has no proprietary, financial, or other interest in Customer's goods or

services that may be described in or offered through a Customer Web

Site, and that Customer is solely responsible for content quality,

performance, and all other aspects of its goods or services and the

information or other content contained in or provided through a

Customer Web Site. Customer assumes all responsibility for use by

others of the Customer Web Site (including commercial transactions,

whether completed or not).

14.3 Web Site Backup and Restoration. Customer acknowledges and

agrees that (i) it is responsible for developing and maintaining

procedures (apart from the Services) to protect the Customer

content, including, without limitation, making appropriate backup

copies of the Customer content as may be necessary for

reconstruction of any data, files, informational materials, or

electronic messages; and (ii) MBCLLC is not responsible for backup

and restoration of Customer Content.

ARTICLE 14A: PROVISION OF SERVICE/USE. Subject to the terms and

conditions herein, Internet Services are intended for commercial use

only. Customer is prohibited from reselling Hospitality Internet

Services, except that Customer may use such Services to provide

internet service to its short-term lodging accommodation end users.

MBCLLC shall provide Hospitality Internet Service to a demarcation

point at the Service Location. Customer shall be responsible for any

and all facilities, equipment and/or devices required to use Hospitality

Internet Services on the customer-side of the demarcation point.

ARTICLE 15. DOMAIN NAME REGISTRATION. If Customer submits a

Service Order(s) for domain name registration services, the following

terms shall also apply:

15.1 Registration. At the request of Customer, MBCLLC will use

commercially reasonable efforts to facilitate the registration of the

Customer internet domain name (“Customer Domain Name”) with a

domain name registration service of MBCLLC’s choosing, but only to

the extent that Customer provides MBCLLC with all necessary

information relevant to such registration. The domain name

registration service will invoice Customer directly for all applicable

registration fees, maintenance fees, and other applicable fees related

thereto. Customer hereby acknowledges that Customer is entirely

responsible for the payment of any and all such fees. MBCLLC does

not represent that the Customer Domain Name will be available on

an initial or ongoing basis. Further, Customer acknowledges that

Customer, not MBCLLC, has ownership, control, and use of the

Customer Domain Name. Further, Customer hereby agrees now and

forever to release and to hold harmless MBCLLC, its employees,

affiliates, agents, and contractors, from any and all losses, damages,

rights, claims, and actions with respect to, or in any way arising from,

the domain name registration service’s removal of allocation or

support for the Customer Domain Name. Should Customer require

modification of the Customer Domain Name or additional related

services, additional charges may apply from the relevant registration

service and from MBCLLC for setup of the modification or addition.

15.2 Sub-Domain Name. Should Customer be unable to register a

unique domain name, MBCLLC may grant upon Customer request and

only for the term of the Service Order providing for such service, the

limited, personal, and non- transferable right to specify and append a

sub-domain name to MBCLLC’s prescribed domain name, for the sole

purpose of uniquely identifying Customer’s e-mail address. MBCLLC

does not represent that Customer’s selected sub-domain name will

be available. Customer receives no right to MBCLLC’s domain name

other that as specifically stated in this Article 15. Upon the

termination of the applicable Service Order, Customer shall surrender

all rights, privileges and interest in and to the sub- domain name and

MBCLLC’s domain name.

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ADDITIONAL TERMS APPLICABLE TO VOICE SERVICES AND

HOSPITALITY VOICE SERVICES

In addition to provisions 1 THROUGH 13 above, the following

Articles 16 through 20 are specifically applicable to Voice Services.

ARTICLE 16: USAGE BILLING

16.1 Voice Service calling plans billed as a flat monthly fee may not

include certain call types. These excluded call types will instead be

charged on a per-call basis (e.g., operator services) or a measured

basis (e.g., international calls). Generally, for billing purposes, a

measured call begins when the call is answered by the called party or

an automated answering device (such as an answering machine or fax

machine); it ends when one of the parties disconnects the call.

16.2 Except as otherwise provided in these General Terms and

Conditions, Voice Service measured calls are recorded in whole

minutes, with partial minutes rounded up to the next whole minute.

If the computed charge for a measured call or for taxes or surcharges

includes a fraction of a cent, the fraction is rounded up to the nearest

whole cent.

16.3 Notwithstanding anything to the contrary in this Agreement,

some providers (e.g., those involved in calls to foreign countries)

charge for a completed call when the called party’s line rings or after

a certain number of rings. If such a provider charges MBCLLC or its

Associated Parties, as if such a call were answered by the called party,

V. 1 Effective FEB 07 2012

MBCLLC will charge Customer for a completed call. Voice Service,

including Hospitality Voice Service, pricing lists and fees can be found

at [url].

ARTICLE 17: USE POLICY

17.1 Additional Use Restrictions. Except as otherwise provided in the

General Terms and Conditions, Voice Service may only be used at

Service Location(s) where such service is installed by MBCLLC.

Customer understands and acknowledges that if Customer attempts

to install or use the MBCLLC Equipment or Voice Service at another

location, Voice Service, including but not limited to 911/E911, may fail

to function or may function improperly. It will be considered a

material violation of this Agreement if Customer moves Voice Service

to another location without first notifying MBCLLC. Customer

expressly agrees not to use Voice Service for auto-dialing, continuous

or extensive call forwarding, telemarketing, fax broadcasting or fax

blasting, or for any other use that results in excessive usage

inconsistent with standard commercial calling patterns. If MBCLLC

determines, in its sole discretion, that Customer’s use of Voice Service

is excessive or in violation of this Agreement, MBCLLC reserves the

right, among other things, to terminate or modify Voice Service

immediately and without notice.

ARTICLE 17A: SERVICE LIMITATION

17A.1 Disruption of Service. Customer acknowledges and

understands that Voice Service will not be available for use under

certain circumstances, including without limitation when the network

or facilities are not operating or if normal electrical power to the MTA,

ATA or ALG is interrupted and such equipment does not have a

functioning backup. Customer also understands and acknowledges

that the performance of the battery backup is not guaranteed. If the

battery backup does not provide power, Voice Services will not

function until normal power is restored. Customer also understands

that certain online features of Voice Service, where such features are

available, will not be available under certain circumstances, including

but not limited to the interruption of the Internet connection.

17A.2 Provision of Service. Subject to the terms and conditions

herein, Voice Services are intended for commercial use only.

ARTICLE 18: LIMITATIONS OF 911/E911

18.1 Limitations. Voice Services includes a 911/ Enhanced 911

function (“911/E911”) that may differ from the 911 or Enhanced 911

function furnished by other providers. As such, it may have certain

limitations. CUSTOMER ACKNOWLEDGES AND ACCEPTS ANY

LIMITATIONS OF 911/E911.

18.2 Correct Address. In order for Customer’s 911/E911 calls to be

properly directed to emergency services, MBCLLC must have

Customer’s correct Service Location address. If Customer moves

Voice Service to a different Service Location without MBCLLC’s

approval, 911/E911 calls may be directed to the wrong emergency

authority, may transmit the wrong Service Location address, and/or

Voice Service (including 911/E911) may fail altogether. Therefore,

Customer must contact MBCLLC at least five (5) days before moving

Voice Service to a new Service Location. All changes in Service

Location require MBCLLC’s prior approval.

18.3 Service Interruptions. Customer acknowledges and understands

that certain Voice Service uses the electrical power in Customer’s

Service Location. If there is an electrical power outage, 911 calling

may be interrupted if the battery backup in the associated MTA, ALA

or ALG is not installed, fails, or is exhausted after several hours.

Furthermore, calls, including calls to 911/E911, may not be completed

if Customer exceeds its Voice Service and equipment configuration

calling capacity or if there is a problem with network facilities,

including network congestion, network/equipment/power failure, or

another technical problem.

18.4 Suspension and Termination by MBCLLC. Customer understands

and acknowledges that Voice Service, including 911/E911, as well as

all online features of Voice Service, where MBCLLC make these

features available, will be disabled if Customer’s account is suspended

or terminated.

18.5 LIMITATION OF LIABILITY AND INDEMNIFICATION. CUSTOMER

ACKNOWLEDGES AND AGREES THAT NEITHER MBCLLC NOR ITS

ASSOCIATED PARTIES WILL BE LIABLE FOR ANY VOICE SERVICE

OUTAGE, INABILITY TO DIAL 911 USING THE SERVICES, AND/OR

INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL. CUSTOMER

AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS MBCLLC AND

ITS ASSOCIATED PARTIES FROM ANY AND ALL CLAIMS, LOSSES,

DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING

BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) BY, OR ON

BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE VOICE

SERVICES RELATING TO THE FAILURE OR OUTAGE OF THE SERVICES,

INCLUDING THOSE RELATED TO 911/E911.

ARTICLE 19: VOICE EQUIPMENT REQUIREMENTS

19.1 MTA. To use Voice Service, Customer will need a multimedia

terminal adapter (“MTA”), application layer gateway (“ALG”), analog

telephone adapter (“ATA”) or other adapter device. Customer can

lease an MTA from MBCLLC, in which case it will be MBCLLC

Equipment. Or, in some areas, MBCLLC may permit Customer to use

Voice Service with an MTA that Customer has purchased, in which

case the MTA will be Customer Equipment. Customer agrees to keep

the MTA plugged into a working electrical power outlet at all times.

V. 1 Effective FEB 07 2012

19.2 Incompatible Equipment and Services. Customer acknowledges

and understands Voice Service may not support or be compatible

with:

(a) Non-recommended configurations including but not limited to

MTAs, ATAs or ALGs not currently certified by MBCLLC as compatible

with Voice Service;

(b) Certain non-voice communications equipment, including certain

makes or models of alarm and security systems, certain medical

monitoring devices, certain fax machines, and certain “dial-up”

modems;

models of other voice-related communications equipment such as

certain private branch exchange (PBX) equipment, answering

machines, and traditional Caller ID units;

(d) Casual/dial around (10-10) calling; 976, 900, 700, or 500 number

calling;

(e) 311, 511, or other x11 calling (other than 411 and 911); and

(f) Other call types not expressly set forth in MBCLLC’s product

literature (e.g., outbound shore-to-ship calling).

ARTICLE 20: ADDITIONAL LIMITATIONS ON MBCLLC’S LIABILITY FOR

VOICE SERVICE

20.1 Limitations on MBCLLC’s Liability for Directories and Directory

Assistance for Voice Service Customers. THESE LIMITATIONS SHALL

APPLY WHERE MBCLLC MAKES AVAILABLE AN OPTION TO LIST

CUSTOMER’S NAME, ADDRESS, AND/OR TELEPHONE NUMBER IN A

PUBLISHED DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, AND

ONE OR MORE OF THE FOLLOWING CONDITIONS OCCURS: (i)

CUSTOMER REQUESTS THAT CUSTOMER’S NAME, ADDRESS AND/OR

PHONE NUMBER BE OMITTED FROM A DIRECTORY OR DIRECTORY

ASSISTANCE DATABASE, BUT THAT INFORMATION IS INCLUDED IN

EITHER OR BOTH; (ii) CUSTOMER REQUESTS THAT CUSTOMER’S

NAME, ADDRESS AND/OR PHONE NUMBER BE INCLUDED IN A

DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, BUT THAT

INFORMATION IS OMITTED FROM EITHER OR BOTH; OR (iii) THE

PUBLISHED OR LISTED INFORMATION FOR CUSTOMER’S ACCOUNT

CONTAINS MATERIAL ERRORS OR OMISSIONS. IF ANY OF THESE

CONDITIONS PERTAIN, THEN THE AGGREGATE LIABILITY OF MBCLLC

AND ITS ASSOCIATED PARTIES SHALL NOT EXCEED THE MONTHLY

CHARGES, IF ANY, WHICH CUSTOMER HAS ACTUALLY PAID TO

MBCLLC TO LIST, PUBLISH, NOT LIST, OR NOT PUBLISH THE

INFORMATION FOR THE AFFECTED PERIOD. CUSTOMER SHALL HOLD

HARMLESS MBCLLC AND ITS ASSOCIATED PARTIES AGAINST ANY AND

ALL CLAIMS FOR DAMAGES CAUSED OR CLAIMED TO HAVE BEEN

CAUSED, DIRECTLY OR INDIRECTLY, BY THE ERRORS AND OMISSIONS

REFERENCED ABOVE. FURTHERMORE, IF MBCLLC MAKES AVAILABLE

DIRECTORY ADVERTISING SERVICES, NEITHER MBCLLC NOR ANY OF

ITS ASSOCIATED PARTIES WILL BE LIABLE FOR ANY ACTS, ERRORS, OR

OMISSIONS RELATED TO SUCH DIRECTORY ADVERTISING.

20.2 CUSTOMER INFORMATION. MBCLLC and its suppliers reserve

the right both during the term of this Agreement and upon its

termination to delete Customer’s voicemail, call detail, data, files, or

other information that is stored on MBCLLC’s or its suppliers’ servers

or systems, in accordance with our storage policies. Customer

understands and acknowledges that MBCLLC shall have no liability

whatsoever as a result of the loss or removal of any such voicemail,

call detail, data, files, or other information.

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ARTICLE 20A: ADDITIONAL TERMS APPLICABLE TO TOLL FREE

SERVICES

In addition to Articles 1 THROUGH 13 and Articles 17 THROUGH 20,

the following Article 20A is specifically applicable to Toll Free

Services offered by MBCLLC:

20A.1 Limitation. Subject to service availability, Customer may order

Toll Free Services. Toll Free Services are not intended for residential

use. In order to purchase and retain Toll Free Service with MBCLLC,

Customer must have Voice Services, and must map each Toll Free

telephone number (“TFN”) to a Voice Service telephone number

(“Associated TN”). If Customer terminates an Associated TN at any

time during the Toll Free Services term, Customer must immediately:

(1) map the applicable TFN to another Digital Voice telephone

number on Customer’s MBCLLC account, (2) purchase a new Digital

Voice telephone number to map to the TFN, (3) port out the TFN to

another toll free carrier; or (4) disconnect the TFN. If Customer fails

to take immediate action as indicated above, MBCLLC will disconnect

the TFN. MBCLLC shall have no liability for loss of Toll Free Services

which results from Customer failing to take immediate action as

indicated above.

20A.2 Term and Termination. Toll Free Services are offered on a

month to month basis. Customer shall have the right to terminate Toll

Free Services, at any time, for any reason, upon thirty (30) days prior

notice to MBCLLC, subject to payment of all outstanding amounts due

for the Toll Free Services and the return of any and all MBCLLC

Equipment. Termination of Toll Free Services is not subject to

Termination Charges. Toll Free Services will terminate simultaneously

with Customer’s Voice Services.

20A.3 Authorization. When ordering Toll Free Service, as set forth or

referenced in each applicable Service Order Customer authorizes

MBCLLC to act as its agent in initiating and provisioning such Toll Free

Service.

20A.4. Toll Free Charges

V. 1 Effective FEB 07 2012

(a) Prices. Toll Free Service is subject to the toll free pricing identified

in the applicable Service Order, or if none stated, subject to the

pricing lists and fees found at [url].

(b) Billing Increments. Unless otherwise stated in a Service Order,

usage-based charges will be billed on either a per-minute or per-

message basis. Service calls invoiced on a per-minute basis will have

an initial minimum call duration of one (1) minute, subsequent

intervals of one (1) minute each, and will be billed by rounding to the

next whole minute.

and all invoice amounts to the nearest one (1) cent.

(d) Provision of Service. Subject to the terms and conditions herein,

Toll Free Services are intended for commercial use only.

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ARTICLE 20B: ADDITIONAL TERMS APPLICABLE TO TRUNK SERVICES

In addition to provisions 1 THROUGH 13 and Articles 17, 19 AND 20

above, the following Article 20B is specifically applicable to Trunk

Services offered by MBCLLC:

20B.1 Limitation. Subject to service availability, Customer may order

Trunk Services. Trunk Services are not intended for residential use.

20B.2 911 Notice for Trunk Services. Customer expressly

acknowledges and agrees that it has reviewed, understands, and

agrees to the terms set forth below.

(a) Customer action is essential to the protection of its employees

and other users of the Trunk Services, as described below. Multi-line

telephone systems, such as PBX systems, ordinarily only transmit the

same, generic location information for all 911 calls placed from any

handset connected to the PBX or other system. For example, in the

case of a business with telephone extensions in three buildings and

multiple floors in each building, the E911 call taker would only see the

same main telephone number and location that the customer has

identified, regardless of which station was used to place the call. If

Customer does not take action as described below, fire, police and

other emergency responders may be delayed or even prevented

from timely reaching its location in response to a 911 call.

(b) MBCLLC offers the opportunity for Customers to designate up to

ten different zones within their premises that would be separately

identified to the E911 call taker, such as a specific floor, side of a

building, or other identifying information that could assist emergency

responders to more quickly reach the appropriate location. To utilize

this option, Customer must in the initial or a subsequent Service

Order request the assignment of Emergency Location Information

numbers and provide location information for each zone exactly as it

should appear to the 911 call taker. For each zone requested, up to

ten, Customer will receive a phone number that MBCLLC will register

in the 911 database or databases with the specific location

information provided by Customer. Customer is solely responsible for

programming its telephone system to map each station to one of

these numbers, and for updating the system as necessary to reflect

moves or additions of stations within the premises.

systems to program their systems to transmit specific location

information for 911 calls. Customer acknowledges and understands

that it, and not MBCLLC, bears sole responsibility to ensure that it

identifies and complies with all such applicable laws, and any failure

to do so is a breach of the Agreement. Customer represents, warrants

and covenants that it will utilize the MBCLLC Emergency Location

Information numbers described above at least to the extent required

by law, and that Customer does not require the use of more than ten

different location identifiers or other features not currently offered

under this Agreement in order to comply with applicable laws.

Customer also warrants that it does not currently have “Private

Switch/Automatic Location Identification” service in connection with

its existing telephone service from another provider at the location(s)

for which it has ordered Trunk Services from MBCLLC.

(d) MBCLLC will post only the main billing telephone number in the

911 database or databases using Customer’s billing address as the

Registered Location, unless Customer requests the assignment of

Emergency Location Information as set forth above. Customer must

notify MBCLLC at least five (5) days prior to moving the Trunk Service

to another location. Customer acknowledges that if they move prior

to providing such notice and a 911 call is placed using the Trunk

Services, or if Customer when using Emergency Location Information

numbers does not timely update their telephone system to account

for internal moves, adds and changes, the E911 call taker may see

incorrect or incomplete location information and the caller may need

to confirm their actual location information to the call taker. (e) Some

businesses elect to make test calls to 911 from multiple stations to

verify that the 911 call taker receives the desired location information

and is able to call back one or more of the telephone numbers that

they receive to confirm it rings to the station from which the 911 call

was placed. If Customer chooses to do so, it agrees to obtain prior

approval from the relevant emergency communications center and

assumes all responsibility for the placement of such calls.

20B.3 Recommended Battery Back-Up is NOT Included

Customer acknowledges and understands that the Trunk Services use

the electrical power from the Service Location. Customer

understands and acknowledges that they may lose access to and use

of the Trunk Services, including 911/E911, if electrical power to the

Integrated Access Device (IAD), PBX switch, and/or handsets is

interrupted and such devices are not supported by a working battery

backup. Customer also understands and acknowledges that MBCLLC

does not provide a battery backup for such devices and Customer is

V. 1 Effective FEB 07 2012

urged to arrange for their own backup power supply to these devices.

In the event of a power outage, the duration of Trunk Service during

a power outage using the MBCLLC Equipment installed to provide

Trunk Service will depend on Customer’s backup power choice. If the

IAD is disconnected or removed and/or a battery is not charged, Trunk

Service, including access to 911, will not be available. Customer

acknowledges and agrees that in the event of a power failure,

MBCLLC bears no responsibility for such loss of service.

20B.4 Customer Responsibility for Telephone Equipment

(a) Customer is solely responsible for providing and maintaining

working PBX equipment and handsets (Customer- Provided

Equipment), notifying and training its users regarding proper use of

the system in accordance with applicable, including regulatory,

requirements, and for any programming to its telephone system that

may be necessary to enable direct dialing of N11 numbers such as 911

and to enable calls to be connected to new area codes. Customer also

acknowledges and accepts that MBCLLC does not support seven- digit

local calling even in areas of the country that still permit that option,

and Customer will program its system as necessary to support ten-

digit dialing for local calls.

(b) MBCLLC shall not be responsible to the Customer if changes in any

of the facilities, operations or procedures of MBCLLC utilized in the

provision of Trunk Service render any Customer-Provided Equipment

or other equipment provided by a Customer obsolete or require

modification or alteration of such equipment or system or otherwise

affect its use or performance.

provide for the interception of assigned but unused station numbers.

A call intercepted by the attendant will be considered to be

completed and subject to a charge for the call.

(d) Customer acknowledges and agrees that Trunk Service is not

compatible with alarm and security systems, certain medical

monitoring devices, certain fax machines, and certain “dial-up”

modems. Customer’s attempt to use any such systems in connection

with Trunk Services is solely at its own risk and MBCLLC shall not be

liable for any damages whatsoever for any non-operation or damage

to such services or devices.

20B.5 Trunk Service Charges.

(a) Prices. Trunk Service is subject to the trunk service pricing

identified in the applicable Service Order, and subject to the pricing

lists and fees found at [url].

(b) Billing Increments. Unless otherwise stated in a Service Order,

domestic long distance calls, and in-bound domestic calls to toll-free

numbers associated with Trunk Services will be billed on a per-minute

or per-message basis. Service calls invoiced on a per-minute basis will

have an initial minimum call duration of one (1) minute, subsequent

intervals of one (1) minute each, and will be billed by rounding to the

next whole minute. All other calls will be billed in accordance with the

increments identified in the pricing lists and fees found at [url]. For

purposes of this section, “domestic” means calls within the

continental United States.

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ADDITIONAL TERMS APPLICABLE TO PRI SERVICES

In addition to provisions 1 THROUGH 13 and Articles 17, 19, 20 and

20B above, the following Article xxx - xxx is specifically applicable to

PRI Services offered by MBCLLC:

21. Local Area. Notwithstanding anything to the contrary in the

Agreement or in any Proposal, Customer acknowledges and agrees

that MBCLLC will provide Customer with PRIs to serve only one local

calling area (LATA) per PRI at the Customer locations served by

MBCLLC under the Proposal(s).

22. Telephone Number Assignment. Customer shall assign telephone

numbers from NPANXXs consistent with the MBCLLC Rate Center

associated with such NPANXX. Customer shall terminate only local

calls to its PRIs and all calls shall be rated as if originated and

terminated based on the Rate Center served by the Proposal (and the

ILEC local calling scope and NPANXX associated with such Rate

Center). Customer shall be responsible for all toll or long distance

charges for Customer’s end users at the applicable MBCLLC long

distance rates set forth in MBCLLC’s tariffs and/or price lists (including

in instances where the Customer’s end users’ local calling area differs

from the local calling area of the relevant ILEC, and including calls that

are unauthorized and/or originated by fraudulent means).

23. Traffic Thresholds. If Customer's traffic is comprised of greater

than twenty percent (20%) of traffic originating from and/or

terminating to third parties other than the ILEC, an additional $0.02

penalty will be applied to all minutes exceeding this twenty percent

(20%) threshold.

24. Signaling Information. Customer shall pass all signaling

information it receives or generates associated with the traffic it

sends to MBCLLC, including but not limited to originating line

information, such as Calling Party Number (“CPN”) and Automatic

Number Identification (“ANI”) and shall require its end users to

comply with legal requirements pertaining to caller identification. If

Customer does not send MBCLLC the correct signaling information or

removes such information, including but not limited to CPN and ANI,

MBCLLC shall be entitled to charge Customer MBCLLC’s tariffed per

V. 1 Effective FEB 07 2012

minute access charge rates associated with such traffic and shall also

pass through any access or other charges assessed against MBCLLC by

any other carrier for such traffic. In addition, MBCLLC reserves the

right to terminate this Agreement immediately, cease providing any

or all of the Services, and pursue any other remedies available to it if

Customer does not send correct signaling information.

25. Reasonable Usage. Customer acknowledges that the charges for

PRI Services ordered by Customer are based upon certain levels of

usage. MBCLLC shall have the right to require Customer to purchase

additional PRIs from MBCLLC if monthly traffic on a PRI exceeds

100,000 minutes per month or if the peak usage on a PRI exceeds

1,000 minutes per hour during normal business hours. At MBCLLC’s

option, if Customer does not cooperate with MBCLLC to purchase

such additional PRIs, MBCLLC shall install such PRIs at its convenience

and begin billing Customer for same or will charge Customer $.02 per

minute on each minute of use over the threshold set forth in this

Section. For purposes of this Agreement, the phrase “normal business

hours” shall mean Monday through Friday from 9:00 AM to 6:00 PM

Eastern Time.

26. Customer’s Responsibilities to Third Parties/Third Party Charges.

MBCLLC makes no representations or warranties regarding the

relationship, responsibilities, or obligations Customer may have with

any other service provider or telecommunications carrier with which

Customer interconnects, either directly or indirectly, or through use

of MBCLLC’s Service(s). Unless otherwise set forth in a Proposal

executed by the Parties, Customer is solely responsible for

coordination of any and all third party services necessary for

Customer’s use of MBCLLC’s Services (“Third Party Services”).

Customer acknowledges and agrees that Customer is solely

responsible for identifying and paying any and all charges and

expenses associated with any Third Party Services used by Customer

in connection with MBCLLC’s Services or due to Customer’s use of

MBCLLC Services, or Customer’s provision of service to end users,

including, without limitation, any applicable monthly charges, usage

charges, long distance charges, installation charges, nonrecurring

charges, cross connection charges, applicable

termination/cancellation charges, access charges, reciprocal

compensation charges, and transiting charges, whether imposed

pursuant to tariff, contract, or regulatory edict.

27. INDEMNIFICATION: SUBJECT TO THE TERMS AND CONDITIONS OF

THIS AGREEMENT, CUSTOMER AGREES TO DEFEND, HOLD

HARMLESS, AND INDEMNIFY THE OTHER PARTY, ITS EMPLOYEES,

DIRECTORS, OFFICERS AND AGENTS, FROM AND AGAINST ALL

CLAIMS, ACTIONS, DAMAGES, AND/OR LIABILITIES, TOGETHER WITH

ANY AND ALL LOSSES, FINES, PENALTIES, COSTS, AND EXPENSES,

INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES

OR PENALTIES IMPOSED BY GOVERNMENTAL ENTITIES

(COLLECTIVELY, THE "LIABILITIES") IN CONNECTION WITH ANY

LITIGATION OR OTHER FORM OF ADJUDICATORY PROCEDURE, CLAIM,

DEMAND, INVESTIGATION, OR FORMAL OR INFORMAL INQUIRY, OR

ANY SETTLEMENT THEREOF, WHICH ARISES DIRECTLY OR INDIRECTLY

FROM OR IN CONNECTION WITH THE NONFULFILLMENT OR BREACH

OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR

OBLIGATION OF CUSTOMER CONTAINED IN OR CONTEMPLATED BY

THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING,

CUSTOMER’S OBLIGATION TO INDEMNIFY SPECIFICALLY INCLUDES: (I)

ANY AND ALL LIABILITIES OF ANY KIND INCURRED BY MBCLLC AS A

RESULT OF ANY DISPUTE OR ERROR IN CUSTOMER’S CLASSIFICATION

AS AN INFORMATION SERVICES PROVIDER AND/OR CLAIM OF

EXEMPTION FROM ACCESS CHARGES ASSESSED ON THE TRAFFIC

AND/OR CUSTOMER’S (OR CUSTOMER’S END USERS’) FAILURE TO

PROPERLY IDENTIFY THE JURISDICTION OF TRAFFIC CARRIED OVER

THE MBCLLC SERVICES OR EXCHANGED WITH MBCLLC; (II) ANY AND

ALL LIABILITIES ARISING FROM USE OF MBCLLC’S SERVICE BY

CUSTOMER OR ITS END USERS; (III) ANY AND ALL LIABILITIES ARISING

FROM ANY BREACH OF CUSTOMER’S REPRESENTATIONS AND

WARRANTIES HEREUNDER; (IV) ANY AND ALL LIABILITIES ARISING

FROM CONTENT; AND (V) ANY AND ALL LIABILITIES OF ANY KIND

INCURRED BY MBCLLC AS A RESULT OF ANY DISPUTE, ERROR OR

VIOLATION OF THE FCC’S RULES AND POLICIES REGARDING LNP OR

TELEPHONE NUMBERING RESOURCES.

28. REGULATORY REQUIREMENTS. MBCLLC makes no

representations or warranties of any kind With respect to the

jurisdictional nature or regulatory classification of the traffic

associated with Customer’s services to its end users that incorporate

the MBCLLC Services provided hereunder. Customer is responsible for

identifying and complying with all Regulatory Requirements that may

apply to Customer (whether now existing or that may exist during the

course of this Agreement and any renewals thereof) and its services

to its end users, including, but not limited to, Regulatory

Requirements that pertain to: federal or state regulatory approvals or

filing requirements; federal or state universal service fund

contributions; and payment of federal, state, or local regulatory fees,

franchise or license fees, and taxes. MBCLLC RESERVES THE RIGHT TO

INCREASE OR DECREASE RATES ON AT LEAST THIRTY (30) DAYS

NOTICE. If any Regulatory Requirement has the effect of canceling,

changing or superseding any material term with respect to the

delivery of Service(s) (other than changes which are the subject of a

rate increase as described in the foregoing sentence), then this

Agreement will be deemed modified in such a way as the Parties

mutually agree is consistent with the form, intent and purpose of this

Agreement and is necessary to comply with the Regulatory

Requirement. If the Parties cannot agree to modifications necessary

to comply with a Regulatory Requirement within thirty (30) days after

the Regulatory Requirement is effective, then either Party may

terminate this Agreement and/or any Service(s) impacted by the

Regulatory Requirement effective as of the date of such Party’s

written notice to the other Party.

29. E911 Databases, CNAM and Directory Listings. Customer shall be

responsible for provision of 911 and E911, CNAM and directory listing

information and database updates to its end users without MBCLLC’s

assistance or intervention. MBCLLC is not responsible for any losses,

V. 1 Effective FEB 07 2012

claims, demands, suits or any liability whatsoever, whether suffered,

made, instituted or asserted by the Customer, Customer’s end users,

or by any other party or person related to E911, CNAM, or Directory

Listings.

30. Letters of Agency. Customer shall be responsible for providing

MBCLLC with letters of agency (“LOA”), compliant with state and

federal slamming rules and regulations and satisfactory in both form

and content to MBCLLC, from Customer’s end users authorizing the

applicable Service(s). Customer acknowledges that service will not be

ported or activated unless and until said LOAs are received by

MBCLLC.

31. Law Enforcement. Customer shall be responsible for responding

to all requests from law enforcement or other governmental

agencies, whether transmitted through MBCLLC or directly to

Customer regarding information about Customer’s end users.

Customer shall be responsible for complying with all Communications

Assistance for Law Enforcement Act requirements and requests.

Should Customer require MBCLLC’s assistance with responding to law

enforcement or other requests, MBCLLC shall charge Customers its

tariffed maintenance rates.

32. Local Number Portability. Customer is solely responsible for

compliance with all applicable FCC rules and policies regarding LNP

and telephone numbering resources, and shall, on a timely basis,

provide to MBCLLC, upon MBCLLC’s request, with any and all

requested utilization information, including copies of the Customer’s

FCC Form 502s, for all telephone numbers provided by MBCLLC to

Customer pursuant to this Agreement. Upon request by MBCLLC or a

New Local Service Provider (“NLSP”), Customer shall, on a timely

basis, provide MBCLLC and the NLSP with the Customer Service

Record (“CSR”) for any telephone number provided by MBCLLC to

Customer pursuant to this Agreement. Upon receipt of a Local Service

Request (“LSR”) from a NLSP or a New Network Service Provider

(“NNSP”), or from MBCLLC on behalf of a NLSP or NNSP, Customer

shall return a Firm Order Confirmation (“FOC”) or, in the event the

LSR contains any error, a rejection and error notification to MBCLLC

and the NLSP or NNSP within 24 hours unless the Customer receives

the request on Friday, Saturday, Sunday or a national holiday, in

which case Customer shall return the FOC or rejection and error

notification to MBCLLC and the NLSP or NNSP within 24 hours of 9:00

am the next business day. Upon receipt of a LSR from a NLSP or NNSP

for any telephone number provided by MBCLLC to Customer pursuant

to this Agreement, MBCLLC shall forward the LSR to the Customer. If

Customer receives an LSR from a NLSP, NNSP or MBCLLC on behalf of

a NLSP or NNSP but fails, on a timely basis, to return a FOC or rejection

and error notification to the NLSP or NNSP and MBCLLC, MBCLLC may,

at its sole discretion, return a FOC to the NLSP or NNSP on behalf of

Customer.