Search

8.

contractors, or users or third parties including, without limitation, the Customer’s employees or other
members of the public. The Charges may include: (a) non-recurring or one-time Charges that are
payable when the Service with which they are associated has been performed; (b) recurring Charges
which are not dependent on usage (which may be billed in advance); or (c) usage Charges billed after
cach usage cycle associated with the Service. [f an entity other than Consolidated Communications (e.g.,
another carrier or a supplier) imposes charges on Consolidated Communications in connection with the
Service, those charges, along with any applicable Charges, will be imposed on Customer, including,
without limitation, any early termination charges, all of which shall be included in the definition of
“Charges” hereunder.

Taxes and Surcharges.

6.1 Consolidated Communications’ Charges are exclusive of the following charges: (a) all applicable
federal, state, local, and foreign sales, use, excise, utility, gross receipts, value added or other taxes
(“Taxes”); and (b) all applicable surcharges, including, but not limited to, charges to recover
amounts Consolidated Communications is required or permitted by a governmental or quasi-
governmental authority to collect from others or pay to others in support of statutory or regulatory
funds or programs (“Surcharges”). Examples of Surcharges include, but, are not limited to,
Universal Service funding, license tax, permit fees, or franchise fees.

6.2 Consolidated Communications may elect to impose and collect such Taxes and/or Surcharges,
unless otherwise constrained by court order or applicable Laws. Customer agrees to pay all Taxes
and Surcharges imposed. If Customer provides Consolidated Communications with a duly
authorized exemption certificate, Consolidated Communications will exempt Customer in
accordance with applicable Laws, effective on the date Consolidated Communications receives the
certificate.

6.3. Any adjustment to, or imposition of, Taxes and Surcharges under this Section 6 may be made
without prior notice to Customer.

Billing and Payment. Consolidated Communications will invoice Customer monthly for Charges,
Taxes and Surcharges. Payments will be due thirty (30) days from the invoice date unless a different due
date appears on the invoice. Payments received after the due date may be subject to a late payment
charge of 1.5% per month or the maximum rate permitted by applicable Laws, whichever is lower, on all
overdue amounts until Customer’s account is current. Should Customer have a billing dispute, Customer
must provide notice to Consolidated Communications in writing within thirty (30) days of the invoice
date with an explanation of the disputed invoiced amount or else Customer will waive the right to
dispute the amount set forth on the invoice. In the event Customer timely disputes an invoiced amount,
Customer shall pay the undisputed portion of the invoice in accordance with this Section 7. If
Consolidated Communications determines that a disputed charge was billed correctly, payment is due
from Customer within five (5) days after Consolidated Communications advises Customer that the
dispute is denied. Customer shall pay the disputed amount by such date or commence Dispute
Resolution procedures under Section 16. Late payment charges on previously disputed amounts will
begin, as set forth above, following the expiration of the five (5) day period. Consolidated
Communications may assign unpaid delinquent charges to a collection agency for action. If
Consolidated Communications resorts to legal action to recover invoiced amounts due, Customer agrees
to reimburse Consolidated Communications for all expenses incurred to recover such monies (including
attorneys’ fees, court costs, and, if permitted under applicable Laws, amounts paid to third party
collection agencies), Customer authorizes Consolidated Communications to conduct a credit search
which Consolidated Communications will use to determine the credit worthiness of Customer, in its sole
discretion. Consolidated Communications may terminate this Agreement if, in the sole opinion of
Consolidated Communications, the results of such search are deemed unacceptable.

Service Termination by Customer. If Customer terminates the Service subsequent to the execution of
this Agreement by both parties, Customer shall pay all applicable Charges, Taxes and Surcharges for

16.

early termination of the Service as specified herein and in the corresponding Scheduie(s). Termination
of the Service must be in writing to Consolidated Communications and Consolidated Communications
has up to thirty (30) days to complete the disconnection of the Service. Customer is responsible for all
Charges, Taxes and Surcharges for the Service during such thirty (30) days. This 30-day period begins
on the day Consolidated Communications receives Customer’s written termination notice from
Customer.

Suspension of Services by Consolidated Communications. In addition to its rights to suspend
Service as set forth above, Consolidated Communications may suspend, or limit use of the Services
provided under this Agreement without liability, but with any notice required by applicable Laws, to
Customer, for the following reasons: (a) The Service is being used in violation of any applicable Laws,
(b) The Service is being used in an unauthorized or fraudulent manner or otherwise in violation or
breach of this Agreement; (c) The use of the Service adversely affects Consolidated Communications’
Facilities or its service to others; (d) A court or other governmental authority having jurisdiction issues
an order prohibiting Consolidated Communications from furnishing the Service to Customer; or (e)
violation of Consolidated Communications’ Acceptable Use Policy (“AUP”), which is published on
Consolidated Communications’ web site (and incorporated herein by reference); or (f) Customer fails to
timely pay undisputed Charges, Taxes and Surcharges for Service provided.

Limited Warranty.

10.1 CONSOLIDATED COMMUNICATIONS WILL USE COMMERCIALLY
REASONABLE EFFORTS TO PROVIDE THE SERVICE SUBSTANTIALLY IN
ACCORDANCE WITH ANY SERVICE DESCRIPTIONS SET FORTH IN THIS
AGREEMENT OR A SCHEDULE. IF THE SERVICE DOES NOT FUNCTION
SUBSTANTIALLY IN ACCORDANCE WITH SUCH SERVICE DESCRIPTIONS,
THROUGH NO FAULT OF CUSTOMER OR ITS AGENTS, CONTRACTORS, OR
USERS AND NOT DUE TO SCHEDULED MAINTENANCE, CONSOLIDATED
COMMUNICATIONS’S SOLE OBLIGATION IS TO REPAIR AND RESTORE THE
SERVICES AT CONSOLIDATED COMMUNICATIONS’S EXPENSE AND TO
PROVIDE TO CUSTOMER ANY CREDITS FOR THE AFFECTED SERVICES
EXPRESSLY PROVIDED FOR IN ACCORDANCE WITH THIS AGREEMENT OR
THE APPLICABLE SCHEDULE OR SEPARATE SERVICE LEVEL AGREEMENT.
THE FOREGOING WARRANTY AND REMEDY IS CONSOLIDATED
COMMUNICATIONS’S EXCLUSIVE WARRANTY AND = CUSTOMER’S
EXCLUSIVE REMEDY FOR BREACH OF WARRANTY, UNLESS OTHERWISE
EXPRESSLY STATED HEREIN ORIN AN APPLICABLE SCHEDULE HERETO.

10.2 EXCEPT AS SET FORTH IN SECTION 10.1, THE CONSOLIDATED
COMMUNICATIONS AND ITS NETWORK SERVICES SUPPLIER(S), AND THIRD-
PARTY SOFTWARE, HARDWARE AND EQUIPMENT PROVIDERS DISCLAIM
ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR
ARISING BY COURSE OF PERFORMANCE, DEALING, CUSTOM OR TRADE
USAGE, INCLUDING BUT NOT LIMITED TO THE [IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE
KNEW OR SHOULD HAVE KNOWN SUCH PURPOSE), AND NON-
INFRINGEMENT FOR THE SERVICE AND CONSOLIDATED COMMUNICATIONS
FACILITIES. CONSOLIDATED COMMUNICATIONS, ITS NETWORK SERVICES
SUPPLIER(S), AND THIRD-PARTY SOFTWARE, HARDWARE AND EQUIPMENT
PROVIDERS WILL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO THE
CONSOLIDATED COMMUNICATIONS FACILITIES OR FOR UNAUTHORIZED
ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF YOUR DATA

FILES, PROGRAMS, CUSTOMER EQUIPMENT, PROCEDURES OR INFORMATION
THROUGH ACCIDENT, NEGLIGENCE, FRAUDULENT MEANS OR DEVICES, OR
ANY OTHER METHOD, REGARDLESS OF THE CAUSE OF SUCH DAMAGE.
CUSTOMER AGREES THAT THE SERVICE AND CONSOLIDATED
COMMUNICATIONS FACILITIES ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS, THAT THE SPEED AND UNINTERRUPTED USE OF THE
SERVICE ARE NOT GUARANTEED, AND THAT THE SPECIFICATIONS AND
PERFORMANCE OF THE CONSOLIDATED COMMUNICATIONS FACILITIES ARE
NOT GUARANTEED OR WARRANTED TO BE ERROR FREE. CONSOLIDATED
COMMUNICATIONS DOES NOT WARRANT THAT THE SERVICE OR
CONSOLIDATED COMMUNICATIONS FACILITIES WILL MEET YOUR NEEDS,
PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT
RATE, OR WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. IF AT ANY
TIME DURING THE TERM OF THIS AGREEMENT CONSOLIDATED
COMMUNICATIONS OR A THIRD PARTY ACTING ON OUR BEHALF OR
INSTRUCTION PROVIDES YOU WITH FREE OR FOR-FEE SOFTWARE,
HARDWARE OR EQUIPMENT, YOU AGREE THAT YOUR SOLE RIGHT TO
RECOURSE, IF ANY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR
FAILURE OF SUCH SOFTWARE, HARDWARE OR EQUIPMENT TO PERFORM, IS
AGAINST THE MANUFACTURER OF SUCH SOFTWARE, HARDWARE OR
EQUIPMENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF
CERTAIN WARRANTIES. IN THESE JURISDICTIONS OUR LIABILITY SHALL BE
LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

11. Disclaimer of Consequential Damages and Limitation on Liability.

11.1 EXCEPT FOR (A) PAYMENT BY CUSTOMER OF AMOUNTS OWED TO CONSOLIDATED

I.

COMMUNICATIONS FOR SERVICE PROVIDED UNDER THIS AGREEMENT (INCLUDING
CHARGES, TAXES AND SURCHARGES) AND (B) CUSTOMER INDEMNIFICATION
OBLIGATIONS HEREUNDER (C) BREACH BY YOU OF LICENSE TERMS APPLICABLE
TO HARDWARE, EQUIPMENT OR SOFTWARE PROVIDED BY, ON BEHALF OF OR AT
THE INSTRUCTION OF CONSOLIDATED COMMUNICATIONS, (D) UNAUTHORIZED
ACCESS, ALTERATION, THEFT, DAMAGE OR DESTRUCTION BY CUSTOMER OR ITS
AGENTS, CONTRACTORS, OR USERS OF THE CONSOLIDATED COMMUNICATIONS
FACILITIES OR ANY OF CONSOLIDATED COMMUNICATIONS’S DATA FILES,
SERVICE, OR OTHER SOFTWARE, HARDWARE, EQUIPMENT, OR INFORMATION,
WHETHER THROUGH ACCIDENT, FRAUDULENT OR MALICIOUS MEANS OR DEVICES,
OR ANY OTHER METHOD, AND REGARDLESS OF WHETHER ANY OF THE
FOREGOING OCCURS AS A RESULT OF NEGLIGENCE OF CONSOLIDATED
COMMUNICATIONS OR ITS NETWORK SERVICE SUPPLIER(S) OR OTHER SUPPLIERS,
NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTIAL OR PUNITIVE DAMAGES, INCLUDING
WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR
GOODWILL OR LOSS OR DAMAGE TO DATA, ARISING IN CONNECTION WITH THIS
AGREEMENT, OUT OF THE USE OR INABILITY TO USE THE SERVICE OR ANY
CONSOLIDATED COMMUNICATIONS FACILITIES, UNDER ANY THEORY OF TORT,
CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF
THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONSOLIDATED COMMUNICATIONS’S LIABILITY TO CUSTOMER FOR ANY OTHER
DAMAGES DUE TO USE OF OR INABILITY TO USE THE SERVICE OR CONSOLIDATED

12,

13.

14.

COMMUNICATIONS FACILITIES OR OTHERWISE ARISING UNDER THIS AGREEMENT,
WHETHER CAUSED BY CONSOLIDATED COMMUNICATIONS’S NEGLIGENCE OR
BREACH OF THIS AGREEMENT, ARE LIMITED TO THE AMOUNT OF THE CHARGES
ACTUALLY PAID BY CUSTOMER TO CONSOLIDATED COMMUNICATIONS FOR THE
SERVICE ADVERSELY AFFECTED BY SUCH NEGLIGENCE OR BREACH OF THE
AGREEMENT FOR THE PERIOD SUCH SERVICES WERE ADVERSELY AFFECTED,
UNLESS OTHERWISE SPECIFIED AS PART OF A SEPARATE SERVICE LEVEL
AGREEMENT = OR IN AN APPLICABLE SCHEDULE. CONSOLIDATED
COMMUNICATIONS MAY FROM TIME TO TIME PROVIDE ADVICE, MAKE
RECOMMENDATIONS OR SUPPLY OTHER ANALYSIS RELATED TO THE SERVICE IN
THIS AGREEMENT AND WHILE CONSOLIDATED COMMUNICATIONS SHALL USE
REASONABLE EFFORTS IN THIS REGARD, CUSTOMER ACKNOWLEDGES AND
AGREES THAT THIS LIMITATION OF LIABILITY APPLIES TO THE PROVISION OF
SUCH ADVICE, RECOMMENDATIONS AND ANALYSIS.

Force Majeure. Other than payment for amounts due hereunder, neither party is liable for any delay or
failure in performance under this Agreement arising out of acts or events beyond its reasonable control,
including but not limited to acts of God, war, terrorist acts, fire, flood, severe weather, cut cable, power
surges or failures, explosion, riot, embargo, acts of the Government, the act or omission of any third
party, labor disputes or strikes and other labor disturbances, or unavailability of necessary facilities,
software, hardware or equipment.

Default. If Consolidated Communications fails to substantially perform its obligation to provide the
Service in accordance with this Agreement, or if Customer fails to substantially perform its obligations
hereunder, and such failure is not cured within thirty (30) calendar days following receipt of a default
notice in writing from the other party, then the non-defaulting party has the right to terminate this
Agreement. Consolidated Communications may also terminate this Agreement if Customer fails to pay
any invoice (excluding any reasonably disputed claim amounts, but only while such dispute is pending)
within thirty (30) calendar days after the invoice date, which failure has not been cured within ten (10)
calendar days of receiving notice of the failure to pay. Upon termination of the Agreement, Customer is
liable for any unpaid Charges, Taxes and Surcharges for the terminated Service incurred up to the time of
termination of the Agreement and associated with termination of the Agreement. If such termination is
due to the default of Customer, then Customer is required to pay the applicable early
termination/cancellation charges as set forth in the corresponding Schedule(s). Termination of the Service
for any cause does not release either party from any liability which at the time of termination had already
accrued or which thereafter accrues for any act or omission occurring prior to the termination or from an
obligation which is expressly stated in the Agreement to survive termination.

intellectual Property.

14.1 Except as expressly stated in this Agreement, this Agreement may not be construed (nor may any
be implied or arise by estoppel) as granting a license with respect to any patent, copyright, trade
name, trademark, service mark, trade secret or any other intellectual property (“Intellectual
Property Rights”), now or hereafter owned, controlled or licensable by either party, including in
the case of Customer no license (other than the limited license to use the Service) is granted by
Consolidated Communications with respect to the Service or any Consolidated Communications
Facilities. Except as expressly stated in this Agreement or in accordance with the terms of a
separate license agreement between the parties granting such rights, neither party may use any
Intellectual Property Rights of the other party.

14.2 Customer agrees that the Service provided by Consolidated Communications hereunder are
subject to the terms. conditions and restrictions contained in any applicable agreements
{including software or other license agreements, acceptable use policies, etc.) between
Consolidated Communications and Consolidated Communications’ network service providers

15.

16.

and suppliers. Consolidated Communications agrees to use commercially reasonable efforts to
advise Customer, directly or through a third party, of any such terms, conditions or restrictions
that may limit any Customer use of the Service,

Indemnification.

Ca
—

15.2

15.4

Each party and its affiliates (“Indemnifying Party”) shall indemnify, defend and hold harmless the
other party, its affiliates, directors, officers, employees, agents, and, in the case of Consolidated
Communications, its network service providers and suppliers (‘Indemnitees”), each from and
against any and all Third-Party Claims (as defined below) that arise out of bodily injury to or death
of any person, or damage to, or destruction or loss of, tangible real and/or personal property of any
person, to the extent such injury, death, damage, destruction or loss, was proximately caused by
the negligence or intentionally wrongful acts or omissions of the Indemnifying Party in connection
with this Agreement. For purposes of this Agreement, “Third-Party Claims” means a claim where
there is (a) a claim, demand, suit or action by any third party who is not a party to this Agreement,
(b) a settlement with, judgment by, or Hability to, any third party who is not a party to this
Agreement, or (c) a fine or penalty imposed by any third party who is not a party to this
Agreement.

Customer (the “Indemnifying Party” under this Section 15.2) shall indemnify, defend and hold
harmless Consolidated Communications, its affiliates, directors, officers, employees, agents,
network service providers and suppliers (the “Indemnitees” under this Section 15.2) from any
Third-Party Claim resulting or arising from (a) Customer’s use of the Service, including, without
limitation, infringement, violation, or misappropriation of any Intellectual Property Rights, right of
privacy, right of publicity, libel, slander, and invasion of privacy; (b) Customer’s breach of this
Agreement; (c) the violation of applicable Laws or our AUP by Customer or its agents,
contractors, or users; (d) any combination of the Service with other products, equipment,
hardware, software or services not provided by Consolidated Communications; (e) any
modification of the Service or any Consolidated Communications Facilities; or (f) any and all
claims (including claims by governmental entities seeking to impose penal sanctions) related to
any content transmitted by Customer or its agents, contractors or users using the Service or any
third party gaining access to the Consolidated Communications Facilities or the Service through
Customer’s or its agent’s, contractor’s or user’s use of the Service.

The defense and indemnification obligations set forth in this Section 15 are contingent upon (1)
the Indemnitee providing the Indemnifying Party prompt, written, and reasonable notice of any
Third-Party Claim subject to indemnification (but in any event within such period of time so as not
to materially prejudice the Indemnifying Party, (2) the Indemnitee granting the Indemnifying Party
the right to control the defense of the same, and (3) the Indemnitee’s full cooperation with the
Indemnifying Party in defense of the Third-Party Claim, including providing information and
assistance in defending such claim. Nothing herein, however, restricts the Indemnitee from
participating, on a non-interfering basis, in the defense of the Third-Party Claim at its own cost
and expense with counsel of its own choosing. The Indemnifying Party may not settle any claims
giving rise to an indemnification obligation hereunder where such settlement imposes a monetary
obligation that is not covered by the indemnification, imposes any material, non-monetary
obligation, or that admits any liability on the part of an Indemnitee which does not include an
unconditional release of all Indemnitees without the prior written consent of the Indemnitees,
which consent shall not be unreasonably withheld.

Each party’s obligations under this Section 15 will survive expiration, cancellation or termination
of this Agreement.

Dispute Resolution.

18.

16.1 The parties desire to resolve disputes arising out of this Agreement without litigation.
Accordingly, except for an action seeking a temporary restraining order or injunction related to the
purposes of this Agreement or an action to compel compliance with this dispute resolution
process, the parties agree to use the following alternative dispute resolution procedure as their sole
remedy with respect to any controversy or claim arising out of or relating to this Agreement or its
breach.

16.2 At the written request of a party, each party will appoint a knowledgeable, responsible
representative to meet and negotiate in good faith to resolve any dispute arising under this
Agreement. The parties intend that these negotiations be conducted by non-lawyer, business
representatives. The location, format, frequency, duration and conclusion of these discussions shall
be left to the discretion of the representatives. Upon agreement, the representatives may utilize
other alternative dispute resolution procedures such as mediation to assist in the negotiations.
Discussions and correspondence among the representatives for purposes of these negotiations shall
be treated as confidential information developed for purposes of settlement, exempt from discovery
and production and shall not be admissible in any lawsuit, proceeding or action without the
concurrence of all parties. Documents identified in or provided with such communications that are
not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible,
be admitted in evidence in the lawsuit, proceeding or action.

16.3 If the negotiations do not resolve the dispute within sixty (60) calendar days of the initial written
request, each Party retains and reserves all its rights under law.

Confidential Information. Except as required by law or regulation, each party promises that during the
Service Period stated in each Schedule, as applicable, and for three (3) years after, it will use the other
party’s Confidential Information only for purposes of this Agreement, not disclose it to third parties
except as provided below, and protect it from disclosure using the same degree of care it uses for its own
Confidential Information (but no less than a reasonable degree of care). “Confidential Information”
means information (in whatever form) designated as confidential by the disclosing party by conspicuous
markings (if tangible Confidential Information) or by announcement at the time of initial disclosure (if
oral Confidential Information) or if not so marked or announced should reasonably have been
understood as confidential to the disclosing party (or one of its affiliates or subcontractors), either
because of legends or other markings, the circumstances of disclosure or the nature of the information
itself and that (i) relates to this Agreement or changes to this Agreement; (ii) relates to the disclosing
party’s customers, products, services, developments, trade secrets, know-how or personnel; and (iti) is
received by the receiving party from the disclosing party during the Service Period. Confidential
Information does not include information that: (a) is in the possession of the receiving party free of any
obligation of confidentiality at the time of its disclosure; (b) is or becomes publicly known other than by
a breach of this provision; (c) is received without restriction from a non-party free to disclose it; or (d) is
developed independently by the receiving party without reference to the Confidential Information. In
addition, information, whether or not Confidential Information may be disclosed by a receiving party as
may be required by applicable Laws or lawful process.

Law Enforcement.

18.1 Each party may cooperate with law enforcement authorities and national security authorities to the
full extent required or permitted by applicable Laws in matters related to the Service provided by
it under this Agreement, including the production of records, the establishment of new lines or the
installation of new services on an existing line in order to support law enforcement and/or national
security operations, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed
number recording facilities and equipment.

18.2 A party does not have the obligation to inform the other party or the customers of the other party
of actions taken in cooperating with law enforcement or national security authorities, except to the
extent required by applicable law.

19.

20.

21.

22.

23.

Entire Agreement; Severability. This Agreement, including Schedules and any separate service level
agreement made a part hereof, constitutes the entire agreement of the parties pertaining to the subject
matter herein and supersedes all prior agreements, negotiations, and representations, whether written or
oral, concerning such subject matter. No representations or warranties express or implied, have been
made or relied upon in the making of this Agreement other than those specifically contained in this
Agreement. Unless specified otherwise, this Agreement may be modified or amended only if done in
writing and signed by both parties. All provisions of this Agreement are severable, and the invalidity or
unenforceability of any provision will not affect the validity or enforceability of the remaining
provisions. The remaining provisions will be interpreted in such a manner as to carry out the full
intention of the parties.

Waiver. Either party’s failure to enforce any of the provisions of this Agreement or to exercise any
right or option is not a waiver of any such provision, right, or option, and does not affect the validity of
this Agreement. Any waiver must be written and signed by the parties. If any provision of this
Agreement or the provision of any Service under the terms hereof is held to be illegal, invalid, or
otherwise prohibited under applicable Laws in any State or jurisdiction, then this Agreement shall be
construed as if not containing such provision or not requiring the provision of such invalid, illegal, or
prohibited Service in such State or jurisdiction.

Independent Contractor Relationship; No Agency. The personnel of Customer and of Consolidated
Communications are not agents or employees of the other and Customer and Consolidated
Communications are each an independent contractor for all purposes and at all times in connection with
provision of Service under this Agreement. Except as otherwise provided herein, neither Customer nor
Consolidated Communications has the right or authority to, and shall not. assume or create any
obligation of any nature whatsoever on behalf of the other or bind the other in any respect whatsoever.
Customer and Consolidated Communications each shall indemnify, hold harmless and defend the other
against any liabilities, claims, losses and damages (including costs, expenses and reasonable attorneys’
fees) arising out of its failure to comply with this provision and any applicable Laws.

Assignment. Either party may assign this Agreement or any of its rights hereunder to an affiliate or
successor upon notice to the other party. If Customer assigns this Agreement to an affiliate or successor,
then that affiliate or successor must meet Consolidated Communications’ creditworthiness standards for
the assignment to become effective.

Notices. All notices, requests, or other communications (excluding invoices) hereunder must be in
writing and transmitted via overnight courier, electronic mail, hand delivery, or certified or registered
mail, postage prepaid and return receipt requested to the Customer and to Consolidated Communications
at the addresses below, unless otherwise stated in the Agreement.

ToCustomer eet a | Witha copy to: = |
City of Nashua City of Nashua oe
229 Main St. 229 Main St.

Nashua, NH 03060 Nashua, NH 03060

Attn: Bruce Codagnone Attn: Nick Miseirvitch

24.

25.

26.

27,

28.

29.

30.

31.

To Consolidated Communications |

Consolidated Communications
Attn: Legal Department

350 8. Loop336 West
Conroe, TX 77304

Compliance with Laws. Each party shall comply with the provisions of all applicable Laws in its
performance under this Agreement. The Service are subject to such orders, rulings, and tariffs now or
hereafter issued or filed with the Federal Communications Commission (FCC) and/or the applicable
state regulatory commission if and to the extent required by applicable Laws. In the event of a conflict
between the terms of any such tariffs and this Agreement, the terms of such tariffs will apply to the
extent required under applicable Laws.

Applicabie Law. In the event of any claim or dispute, the laws of the jurisdiction in which
Consolidated Communications provides to Customer the particular Service that is the subject of such
claim or dispute will apply, without regard to its choice of law provisions. If Service provided is multi-
jurisdictional, then the laws of the State of New York will apply, without regard to its choice of law
provisions.

Interpretation. Nothing in this Agreement may be construed or interpreted for or against either
Customer or Consolidated Communications because that party drafted or caused that party’s legal
representative to draft any of its provisions.

Limitation of Actions. A party may bring no action, claim or demand arising out of this Agreement
more than one (1) year after the cause of action has accrued. The parties waive the right to invoke any
different limitation on the bringing of actions under state or federal law.

Good Faith Performance. The Parties shall act in good faith in their performance of this Agreement.
Except as otherwise expressly stated in this Agreement (including where consent, approval, agreement
or a similar action is stated to be within a party’s sole discretion), where consent, approval, mutual
agreement or a similar action is required by any provision of this Agreement, such action will not be
unreasonably withheld, conditioned or delayed.

Publicity. Notwithstanding any contrary term in this Agreement, a party may not issue or permit
issuance of a press release or other public statement concerning this Agreement without the consent of
the other party and then only after the contents of such release or statement is agreed upon by the parties.

Order_of Precedence. The contractual relationship between Consolidated Communications and
Customer is governed by the following order of precedence with the item following (i) given the highest
order of precedence in resolving conflicts in terms: (i) Schedules, and (ii) these terms and conditions.

Authority. Each signatory to this Agreement represents and warrants that he or she has authority to
bind the entity on whose behalf he or she is executing this Agreement.

—

Consolidated’

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SERVICE SCHEDULE
ETHERNET BEDICATED INTERNET ACCESS SERVICES

Service Provider: Enhanced Communications of Northern New England Inc. d/b/a Consolidated Communications

Internet

Customer Name: City of Nashua

1.

3.1

Services.

We will provide you with Consolidated Communications Ethernet Dedicated Internet Access Service (“E-DIA
Service” or “Service”). The Initial Term and fees for the E-DIA Service are described below. The In-Service date
shall be defined as the date at which we are able to access your trace route to the Ethernet address of your router to
confirm installation. You shall then perform a trace route to our device that requires the traffic to travel through the
global Internet. Notwithstanding the foregoing, if you fail or refuse to perform the requested trace within two (2)
weeks of notification by us, then the In-Service date shall be the date on which we were able to perform a successful
trace route to your address space.

Service Description.

Ethernet Dedicated Internet Access (E-DIA) is an Ethernet service that provides customers with a direct connection
to the Internet. The purpose of this connection is to provide multipurpose internet access to autonomous sites. E-DIA
connections connect one customer site to the Internet. As with other Ethernet access offerings, this Service can be
offered in a multitude of speeds, starting at | Mbps all the way up to 1 Gbps. We shall furnish a dedicated
connection between our and your premises, as specified hereunder, which is perceived by your software and the
network to be of a dedicated nature and available without the need to dial into an Internet access point. In addition,
we shall provide routing services based on the Transmission Control Protocol/Internet Protocol (“TCP/IP"),
enabling you to connect to the Internet as well as certain Consolidated Communications information services
indicated in this Service Schedule.

Service and Initial Quantity Commitments.

Customer agrees to purchase the following Services from Consolidated Communications at the rates and
quantities set forth below for the Service Period identified below. Any other work, services or facilities required
will be provided subject to prevailing tariff rates and charges, or if no tariff is applicable, as mutually agreed to
by the parties.

Service Type: EDIA Service Norn-Recurring | Monthly Recurring
Charge “NRC” | Charge “MRC”

Port and Access: 1000/1000 Mbps $0.00 $489.89

EDIA EVC: 1000/1 000Mbps $0.00 $724.07
Total NRC: Total MRC:
$0.00 $1213.96

Offer good only in areas where Service is commercially available. You understand that the Service selected
may not be commercially available at the rates, speeds or bandwidth set forth herein in your area, and that this
Service Schedule is subject to Consolidated Communications’ final acceptance. Unless otherwise stated in the
Service Schedule, in addition to charges set forth above and related taxes, if applicable, you are responsible for
the following: