Terms Of Use and Service Agreement

Terms of Use

1. TERM. THE SERVICES AGREEMENT SHALL BE EFFECTIVE UPON THE EARLIER TO OCCUR OF (A) THE LATEST DATE OF THE SIGNATURES OF THE PARTIES; OR (B) VALIAUGA NETWORKS COMMENCEMENT OF PERFORMANCE (THE "EFFECTIVE DATE"). THE SERVICES AGREEMENT SHALL REMAIN IN EFFECT FOR SO LONG AS VALIAUGA NETWORKS PROVIDES ANY SERVICES TO CUSTOMER (THE "TERM").

2. SERVICES. CUSTOMER SHALL REQUEST SERVICES HEREUNDER BY SUBMITTING ORDERS IN A MANNER REQUIRED BY VALIAUGA NETWORKS. VALIAUGA NETWORKS MAY ACCEPT A SERVICE REQUEST EITHER BY: (A) VALIAUGA NETWORKS' DELIVERY OF THE SERVICES, (B) VALIAUGA NETWORKS' SHIPMENT TO CUSTOMER OF A SELF-INSTALLATION KIT, OR (C) COMMENCEMENT OF INSTALLATION. VALIAUGA NETWORKS SHALL PROVIDE THE SERVICES TO CUSTOMER AT THE ADDRESS(ES) WHERE VALIAUGA NETWORKS INSTALLS SERVICES OR SHIPS A SELF-INSTALLATION KIT ("SERVICE LOCATION(S)").

3. ORDER TERM. THE "ORDER TERM" IS ONE (1) MONTH STARTING ON THE DATE THE SERVICES ARE FUNCTIONAL IN ALL MATERIAL RESPECTS AND AVAILABLE FOR USE (THE "BILLING START DATE"), AND SHALL CONTINUE ON A MONTH-TO-MONTH BASIS, UNLESS EITHER VALIAUGA NETWORKS OR CUSTOMER ELECTS TO NOT RENEW THE SERVICES BY NOTICE PROVIDED TO THE OTHER AT LEAST THIRTY (30) DAYS IN ADVANCE OF THE EXPIRATION OF THE THEN-CURRENT ORDER TERM.

4. AVAILABILITY. CUSTOMER UNDERSTANDS THAT CERTAIN SERVICES MAY NOT BE AVAILABLE IN ALL VALIAUGA NETWORKS SERVICE AREAS AND VALIAUGA NETWORKS MAY DECLINE TO PROVIDE ANY REQUESTED SERVICES. VALIAUGA NETWORKS' ABILITY TO PROVIDE SERVICES DEPENDS UPON ITS ABILITY TO SECURE AND RETAIN, WITHOUT UNREASONABLE EXPENSE, SUITABLE FACILITIES, AND RIGHTS TO CONSTRUCT AND MAINTAIN NECESSARY FACILITIES SUCH AS POLE ATTACHMENTS AND CONDUITS TO SERVE THE SERVICE LOCATION. VALIAUGA NETWORKS MAY DECLINE TO ACCEPT A REQUEST FOR SERVICES OR TERMINATE SERVICES UPON NOTICE TO CUSTOMER BECAUSE OF (A) THE LACK OF TRANSMISSION MEDIUM, TRANSMISSION CAPACITY OR ANY OTHER FACILITIES OR EQUIPMENT, (B) THE LACK OF AVAILABLE SERVICES FROM OR INTERCONNECTION WITH THE SERVICES OR FACILITIES OF OTHER PROVIDERS, OR (C) ANY OTHER CAUSE BEYOND VALIAUGA NETWORKS' CONTROL.

5. INSTALLATION. A. ACCESS. VALIAUGA NETWORKS REQUIRES REASONABLE ACCESS TO EACH SERVICE LOCATION AT ANY TIME THROUGHOUT THE TERM AS NECESSARY FOR VALIAUGA NETWORKS TO PROVIDE THE SERVICES AND TO REVIEW, INSTALL, INSPECT, MAINTAIN, REPAIR, OR REMOVE ANY VALIAUGA NETWORKS-PROVIDED CABLING, MODEMS, RELATED SPLITTERS, ROUTERS OR OTHER EQUIPMENT ("VALIAUGA NETWORKS EQUIPMENT") USED TO PROVIDE THE SERVICES. IF CUSTOMER OWNS OR CONTROLS THE SERVICE LOCATION(S), CUSTOMER HEREBY GRANTS VALIAUGA NETWORKS PERMISSION TO ENTER THE SERVICE LOCATION(S) IN ORDER FOR VALIAUGA NETWORKS TO FULFILL ITS OBLIGATIONS AND EXERCISE ITS RIGHTS UNDER THE SERVICES AGREEMENT. IF A SERVICE LOCATION IS NOT OWNED OR CONTROLLED BY CUSTOMER, CUSTOMER WILL OBTAIN, WITH VALIAUGA NETWORKS' REASONABLE ASSISTANCE, APPROPRIATE RIGHT OF ACCESS. IF SUCH RIGHT OF ACCESS FOR VALIAUGA NETWORKS IS NOT OBTAINED BY EITHER PARTY, THEN VALIAUGA NETWORKS MAY DECLINE CUSTOMER'S REQUEST FOR SERVICES WITH RESPECT TO THE SERVICE LOCATION THAT VALIAUGA NETWORKS CANNOT ACCESS, WITHOUT ANY LIABILITY TO CUSTOMER. B. INSTALLATION REVIEW. VALIAUGA NETWORKS MAY PERFORM AN INSTALLATION REVIEW OF EACH SERVICE LOCATION PRIOR TO INSTALLATION OF THE SERVICES TO DETERMINE SERVICEABILITY OR THE NEED TO EXTEND VALIAUGA NETWORKS' FACILITIES, FIBER OPTIC CABLE, ELECTRONICS, OR OTHER EQUIPMENT (COLLECTIVELY, THE "NETWORK") TO PROVIDE THE SERVICES AT THE SERVICE LOCATION. IF DURING THE INSTALLATION REVIEW, VALIAUGA NETWORKS DETERMINES THAT ADDITIONAL WORK IS REQUIRED TO ENABLE VALIAUGA NETWORKS TO DELIVER THE SERVICES TO THE SERVICE LOCATION, VALIAUGA NETWORKS WILL NOTIFY CUSTOMER OF ANY ADDITIONAL SERVICE CHARGES (DEFINED BELOW) IN EXCESS OF THE AMOUNTS PREVIOUSLY SPECIFIED IN A QUOTE OR WORK ORDER. UPON REQUEST, CUSTOMER SHALL PROVIDE VALIAUGA NETWORKS WITH ACCURATE SITE AND/OR PHYSICAL NETWORK DIAGRAMS OR MAPS OF A SERVICE LOCATION, INCLUDING ELECTRICAL AND OTHER UTILITY SERVICE MAPS, PRIOR TO THE INSTALLATION REVIEW. C. SITE PREPARATION. CUSTOMER SHALL BE RESPONSIBLE FOR NECESSARY PREPARATIONS AT THE SERVICE LOCATION(S) FOR DELIVERY AND INSTALLATION OF VALIAUGA NETWORKS EQUIPMENT AND THE INSTALLATION AND ONGOING PROVISION OF SERVICES, INCLUDING THE RELOCATION OF CUSTOMER'S EQUIPMENT, FURNITURE AND FURNISHINGS AS NECESSARY TO ACCESS THE VALIAUGA NETWORKS EQUIPMENT OR SERVICES. IN ADDITION, CUSTOMER SHALL PROVIDE VALIAUGA NETWORKS WITH FLOOR SPACE, OTHER SPACE, AND CLEAN POWER AS IS REASONABLY NECESSARY FOR THE INSTALLATION AND OPERATION OF VALIAUGA NETWORKS EQUIPMENT AT THE SERVICE LOCATION(S). CUSTOMER SHALL NOT CHARGE VALIAUGA NETWORKS, AND SHALL ENSURE THAT VALIAUGA NETWORKS DOES NOT INCUR, ANY FEES OR EXPENSES WHATSOEVER IN CONNECTION WITH CUSTOMER'S PROVISION OF SPACE, POWER, OR ACCESS AS DESCRIBED HEREIN, OR OTHERWISE IN CONNECTION WITH CUSTOMER'S PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THIS SECTION; AND ANY SUCH FEES OR EXPENSES CHARGED BY ANY OTHER END USER ACCESSING OR USING THE SERVICES ("END USER") SHALL BE BORNE SOLELY BY CUSTOMER. D. INSTALLATION. VALIAUGA NETWORKS WILL SCHEDULE ONE OR MORE INSTALLATION VISITS WITH CUSTOMER. AT THE CUSTOMER'S REQUEST, VALIAUGA NETWORKS MAY PERFORM INSTALLATION OR MAINTENANCE ON WEEKENDS OR TIMES OTHER THAN DURING NORMAL BUSINESS HOURS; PROVIDED, HOWEVER, CUSTOMER MAY BE ASSESSED REASONABLE, ADDITIONAL SERVICE CHARGES BASED ON VALIAUGA NETWORKS' ACTUAL INCURRED LABOR, MATERIAL OR OTHER COSTS FOR SUCH NON-ROUTINE INSTALLATION OR MAINTENANCE. CUSTOMER'S AUTHORIZED REPRESENTATIVE MUST BE PRESENT DURING INSTALLATION. VALIAUGA NETWORKS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE THE SERVICES AVAILABLE BY THE ESTIMATED SERVICE START DATE. VALIAUGA NETWORKS SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM DELAYS IN MEETING THE ESTIMATED SERVICE START DATE DUE TO DELAYS RESULTING FROM NORMAL INSTALLATION PROCEDURES OR EVENTS BEYOND VALIAUGA NETWORKS' CONTROL. EXAMPLES OF DELAYS OF INSTALLATION INCLUDE, WITHOUT LIMITATION, DELAYS IN OBTAINING NECESSARY REGULATORY APPROVALS FOR CONSTRUCTION, DELAYS IN OBTAINING RIGHT-OF-WAY APPROVALS, DELAYS IN ACTUAL CONSTRUCTION WORK BEING DONE BY VALIAUGA NETWORKS' VENDOR(S), AND ANY DELAYS DUE TO ANY OTHER PROVIDER(S) WHERE VALIAUGA NETWORKS IS RELYING UPON SUCH PROVIDER(S) TO MEET SUCH ESTIMATED DUE DATE WHICH IS BEYOND VALIAUGA NETWORKS' CONTROL. IN ADDITION, IF VALIAUGA NETWORKS IS UNABLE TO INSTALL THE SERVICE IN ACCORDANCE WITH THE AGREED UPON SCHEDULE AS A RESULT OF (I) CUSTOMER'S (OR ANY END USER'S) FAILURE TO DELIVER ANY REQUIRED MATERIALS, SUPPORT OR INFORMATION TO VALIAUGA NETWORKS; (II) CUSTOMER'S (OR ANY END USER'S) FAILURE TO PROVIDE ACCESS TO A SERVICE LOCATION; OR (III) VALIAUGA NETWORKS NOT BEING ABLE TO OBTAIN ACCESS TO EQUIPMENT OR SOFTWARE AT THE SERVICE LOCATION AS NECESSARY FOR INSTALLATION OF THE SERVICE, THEN CUSTOMER SHALL PAY VALIAUGA NETWORKS A SERVICE CHARGE AT VALIAUGA NETWORKS' THEN-PREVAILING RATES FOR ANY INSTALLATION TRIP MADE BY VALIAUGA NETWORKS AND AN ADDITIONAL SERVICE CHARGE FOR EACH SUBSEQUENT TRIP NECESSARY TO PERFORM THE SERVICE INSTALLATION. IF DURING THE COURSE OF INSTALLATION VALIAUGA NETWORKS DETERMINES ADDITIONAL WORK IS NECESSARY TO ENABLE VALIAUGA NETWORKS TO DELIVER THE SERVICES TO THE SERVICE LOCATION, VALIAUGA NETWORKS WILL NOTIFY CUSTOMER OF ANY ADDITIONAL SERVICE CHARGES IN EXCESS OF THE AMOUNTS PREVIOUSLY SPECIFIED IN A QUOTE OR WORK ORDER. IF CUSTOMER DOES NOT AGREE TO PAY SUCH SERVICE CHARGES, CUSTOMER AND VALIAUGA NETWORKS SHALL EACH HAVE THE RIGHT TO TERMINATE THE SERVICES. VALIAUGA NETWORKS MAY ACT AS CUSTOMER'S AGENT FOR ORDERING ACCESS CONNECTION FACILITIES PROVIDED BY OTHER PROVIDERS OR ENTITIES WHEN AUTHORIZED BY CUSTOMER TO ALLOW CONNECTION OF A SERVICE LOCATION TO THE NETWORK. CUSTOMER SHALL PERFORM INTERCONNECTION OF THE SERVICES AND VALIAUGA NETWORKS EQUIPMENT WITH ANY CUSTOMER-PROVIDED OR END USER EQUIPMENT OR CUSTOMER PURCHASED DEVICES THAT CUSTOMER HAS PURCHASED FROM VALIAUGA NETWORKS OUTRIGHT OR UNDER AN INSTALLMENT AGREEMENT (COLLECTIVELY, "CUSTOMER EQUIPMENT"), UNLESS OTHERWISE SET FORTH IN ANY SERVICE TERMS OR AGREED IN WRITING BETWEEN THE PARTIES, AND SHALL CONFORM ITS CUSTOMER EQUIPMENT AND SOFTWARE, AND ENSURE THAT EACH END USER CONFORMS ITS EQUIPMENT AND SOFTWARE, TO THE TECHNICAL SPECIFICATIONS FOR THE SERVICE PROVIDED BY VALIAUGA NETWORKS. VALIAUGA NETWORKS SHALL BE RESPONSIBLE FOR REASONABLE RESTORATION EFFORTS NECESSARY TO ADDRESS ANY DISPLACEMENT RESULTING FROM EXCAVATION AND FOR THOSE DAMAGES DIRECTLY CAUSED BY VALIAUGA NETWORKS' FAULTY WORKMANSHIP OR INSTALLATION OF THE SERVICE, PROVIDED THAT THE BORING OF HOLES OR INSERTION OF FASTENERS THROUGH THE SURFACE OF WALLS FOR ATTACHMENT OF PERIPHERAL EQUIPMENT WILL NOT BE DEEMED DAMAGES BUT RATHER PART OF NORMAL WORKMANSHIP. IF THE INSTALLATION AND MAINTENANCE OF SERVICES AT THE SERVICE LOCATIONS IS OR BECOMES, IN VALIAUGA NETWORKS' SOLE OPINION, HAZARDOUS OR DANGEROUS TO VALIAUGA NETWORKS' EMPLOYEES OR NETWORK, THE PUBLIC, OR PROPERTY, INCLUDING WITHOUT LIMITATION DUE TO THE PRESENCE OF ASBESTOS OR OTHER HAZARDOUS MATERIALS, VALIAUGA NETWORKS MAY REFUSE TO INSTALL AND MAINTAIN SUCH SERVICE OR STOP PROVIDING SERVICES UNTIL SUCH TIME AS THE CONDITION IS REMEDIED OR AN ALTERNATIVE SERVICE LOCATION IS DESIGNATED THAT IS NOT HAZARDOUS OR DANGEROUS. CUSTOMER SHALL BEAR ANY ADDITIONAL COSTS INCURRED BY VALIAUGA NETWORKS ARISING FROM ANY SUCH HAZARDOUS OR DANGEROUS CONDITIONS.

6. EQUIPMENT. A. EQUIPMENT RESPONSIBILITIES AND SAFEGUARDS. VALIAUGA NETWORKS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN AND SECURE THE VALIAUGA NETWORKS EQUIPMENT USED BY VALIAUGA NETWORKS TO PROVIDE SERVICES TO CUSTOMER. EXCEPT AS OTHERWISE PROVIDED IN THIS SERVICES AGREEMENT, CUSTOMER SHALL BE RESPONSIBLE FOR THE MAINTENANCE OR REPAIR OF ANY CABLE, ELECTRONICS, STRUCTURES, EQUIPMENT, CUSTOMER PURCHASED DEVICES, OR MATERIALS OWNED OR PROVIDED BY CUSTOMER. CUSTOMER SHALL NOT, AND SHALL NOT CAUSE ANY THIRD PARTY TO, MOVE, MODIFY, DISTURB, ALTER, REMOVE, RELOCATE TO ANOTHER SERVICE LOCATION, INSTALL SOFTWARE NOT PROVIDED BY VALIAUGA NETWORKS, OR OTHERWISE TAMPER WITH ANY PORTION OF THE VALIAUGA NETWORKS EQUIPMENT WITHOUT THE PRIOR CONSENT OF VALIAUGA NETWORKS. CUSTOMER SHALL BE RESPONSIBLE FOR LOSS OR DAMAGE TO THE VALIAUGA NETWORKS EQUIPMENT WHILE AT CUSTOMER'S OR AN END USER'S FACILITIES. CUSTOMER SHALL ALSO ENSURE THAT ALL VALIAUGA NETWORKS EQUIPMENT AT CUSTOMER'S AND END USERS' SERVICE LOCATION(S) REMAINS FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES. B. CUSTOMER SECURITY RESPONSIBILITIES. CUSTOMER SHALL BE RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICE, INCLUDING WHETHER OR NOT CUSTOMER HAS KNOWLEDGE OF OR AUTHORIZES SUCH ACCESS OR USE. CUSTOMER SHALL BE RESPONSIBLE FOR THE IMPLEMENTATION OF REASONABLE SECURITY MEASURES AND PROCEDURES WITH RESPECT TO USE OF AND ACCESS TO THE SERVICE LOCATION, SERVICE, AND VALIAUGA NETWORKS EQUIPMENT. CUSTOMER SHALL SECURE AND MAINTAIN ANY AND ALL CUSTOMER EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, PRIVATE BRANCH EXCHANGES (INCLUDING OTHER NON-VALIAUGA NETWORKS SWITCHES, COLLECTIVELY, "PBXS"), WHERE APPLICABLE, AND ANY APPLICATIONS ACCESSIBLE THROUGH USE OF CUSTOMER EQUIPMENT, AND SHALL BE SOLELY RESPONSIBLE FOR ANY CONDUCT THROUGH AND ANY CHARGES INCURRED ON CUSTOMER'S SERVICE ACCOUNT, REGARDLESS OF WHETHER SUCH ACTIVITY OR CHARGES ARE AUTHORIZED BY CUSTOMER MANAGEMENT OR INVOLVE FRAUDULENT ACTIVITY UNTIL SUCH TIME AS CUSTOMER INFORMS VALIAUGA NETWORKS OF ANY FRAUDULENT OR UNAUTHORIZED ACCESS. WITHOUT LIMITING CUSTOMER'S RESPONSIBILITIES, VALIAUGA NETWORKS HAS THE RIGHT TO IMPLEMENT REASONABLE MEASURES TO TRACK, MANAGE, AND SECURE THE CONNECTION BETWEEN ANY CUSTOMER EQUIPMENT OR APPLICATIONS USED BY CUSTOMER, END USERS, OR ANY THIRD PARTY WHO ACCESSES THE CUSTOMER EQUIPMENT AND THE VALIAUGA NETWORKS NETWORK, INCLUDING WITHOUT LIMITATION AUTHENTICATION OR OTHER SECURITY ACCESS PROCEDURES. VALIAUGA NETWORKS MAY SUSPEND ANY AFFECTED SERVICES IF VALIAUGA NETWORKS DISCOVERS OR BECOMES AWARE OF ANY BREACH OR COMPROMISE OF THE SECURITY OF ANY CUSTOMER EQUIPMENT, SERVICE, SERVICE LOCATION, VALIAUGA NETWORKS EQUIPMENT, OR CONNECTION TO THE VALIAUGA NETWORKS NETWORK. C. EQUIPMENT RETURN, RETRIEVAL, REPAIR AND REPLACEMENT. IMMEDIATELY UPON TERMINATION OF THIS SERVICES AGREEMENT, OR SERVICE(S) ("TERMINATION"): (I) AT THE DISCRETION OF VALIAUGA NETWORKS, CUSTOMER SHALL RETURN, OR ALLOW VALIAUGA NETWORKS TO RETRIEVE, THE VALIAUGA NETWORKS EQUIPMENT IN THE CONDITION IN WHICH THE VALIAUGA NETWORKS EQUIPMENT WAS RECEIVED, SUBJECT TO ORDINARY WEAR AND TEAR; AND (II) PROMPTLY CEASE ALL USE OF AND RETURN TO VALIAUGA NETWORKS ANY SOFTWARE PROVIDED BY VALIAUGA NETWORKS ("SOFTWARE"). FAILURE OF CUSTOMER TO RETURN OR ALLOW VALIAUGA NETWORKS TO RETRIEVE THE VALIAUGA NETWORKS EQUIPMENT WITHIN FIFTEEN (30) DAYS AFTER SERVICES ARE TERMINATED WILL RESULT IN A CHARGE TO CUSTOMER'S ACCOUNT EQUAL TO EITHER VALIAUGA NETWORKS' APPLICABLE UNRETURNED EQUIPMENT CHARGE OR THE RETAIL COST OF REPLACEMENT OF THE UNRETURNED VALIAUGA NETWORKS EQUIPMENT. IF APPLICABLE, CUSTOMER SHALL PAY FOR THE REPAIR OR REPLACEMENT OF ANY DAMAGED VALIAUGA NETWORKS EQUIPMENT, EXCEPT SUCH REPAIRS OR REPLACEMENTS AS MAY BE NECESSARY DUE TO NORMAL AND ORDINARY WEAR AND TEAR OR MATERIAL OR WORKMANSHIP DEFECTS, TOGETHER WITH ANY COSTS INCURRED BY VALIAUGA NETWORKS IN OBTAINING OR ATTEMPTING TO REGAIN POSSESSION OF VALIAUGA NETWORKS EQUIPMENT. D. CUSTOMER PROPERTY. VALIAUGA NETWORKS ASSUMES NO RESPONSIBILITY AND SHALL HAVE NO RESPONSIBILITY FOR THE CONDITION OR REPAIR OF ANY CUSTOMER PURCHASED DEVICES, OR CUSTOMER-PROVIDED EQUIPMENT/SOFTWARE. CUSTOMER IS RESPONSIBLE FOR THE REPAIR AND MAINTENANCE OF CUSTOMER PURCHASED DEVICES, AND ANY OTHER CUSTOMER-PROVIDED EQUIPMENT/SOFTWARE. VALIAUGA NETWORKS IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR IMPAIRMENT OF VALIAUGA NETWORKS' SERVICE DUE IN WHOLE OR IN PART TO A MALFUNCTION, DEFECT OR OTHERWISE CAUSED BY CUSTOMER PURCHASED DEVICES, OR CUSTOMER-PROVIDED EQUIPMENT/SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER AGREES TO ALLOW VALIAUGA NETWORKS AND OUR AGENTS THE RIGHT (A) TO INSTALL HARDWARE IN, (B) SEND SOFTWARE DOWNLOADS TO, AND (C) INSTALL, ACCESS CONFIGURE, MAINTAIN, INSPECT OR UPGRADE CUSTOMER PURCHASED DEVICES, OR ANY OTHER CUSTOMER-PROVIDED EQUIPMENT TO THE EXTENT NECESSARY TO PROVIDE SERVICE. CUSTOMER WARRANTS THAT CUSTOMER IS EITHER THE OWNER OF SUCH EQUIPMENT OR THAT CUSTOMER HAS THE AUTHORITY TO GIVE VALIAUGA NETWORKS ACCESS TO IT.

7. PAYMENT TERMS. CUSTOMER SHALL PAY RECURRING AND NON-RECURRING CHARGES, TAXES, AND FEES FOR THE SERVICES AND OTHER APPLICABLE CHARGES AS DESCRIBED IN THIS SERVICES AGREEMENT (COLLECTIVELY, "SERVICE CHARGES"). A. CHARGES. VALIAUGA NETWORKS INVOICES FOR MONTHLY RECURRING CHARGES ("MRCS") SPECIFIC TO THE SERVICE(S) WHICH MAY INCLUDE OR SEPARATELY IDENTIFY APPLICABLE TAXES, FEES, AND SURCHARGES, IN ADVANCE ON A MONTHLY BASIS. VALIAUGA NETWORKS INVOICES FOR NON-RECURRING, ONE-TIME CHARGES ("OTCS") FOR CONSTRUCTION OR INSTALLATION CHARGES AFTER THE BILLING START DATE. ALL OTHER CHARGES, INCLUDING USAGE-BASED CHARGES (E.G., PHONE USAGE, EQUIPMENT, PAY-PER VIEW CHARGES), WILL BE INVOICED MONTHLY IN ARREARS. SERVICE CHARGES ARE PAYABLE WITHIN THIRTY (30) DAYS AFTER THE DATE APPEARING ON THE INVOICE. VALIAUGA NETWORKS WILL NOT DEFER ANY CHARGES WHILE CUSTOMER AWAITS REIMBURSEMENT, SUBSIDY, DISCOUNT OR CREDIT FROM ANY THIRD PARTY OR GOVERNMENT ENTITY, AND CUSTOMER SHALL HAVE THE OBLIGATION TO PAY ALL CHARGES REGARDLESS OF THE STATUS OF ANY SUCH REIMBURSEMENT, SUBSIDY, DISCOUNT OR CREDIT. IF VALIAUGA NETWORKS FAILS TO PRESENT A SERVICE CHARGE IN A TIMELY MANNER, SUCH FAILURE SHALL NOT CONSTITUTE A WAIVER OF THE CHARGES FOR THE SERVICES TO WHICH IT RELATES, AND CUSTOMER SHALL BE RESPONSIBLE FOR AND PAY SUCH SERVICE CHARGES WHEN INVOICED IN ACCORDANCE WITH THESE PAYMENT TERMS. VALIAUGA NETWORKS SHALL HAVE THE RIGHT TO INCREASE MRCS FOR EACH SERVICE AFTER THE INITIAL ORDER FOR SUCH SERVICE UPON THIRTY (30) DAYS' NOTICE TO CUSTOMER. B. TAXES, SURCHARGES, AND FEES. CUSTOMER SHALL PAY ALL APPLICABLE TAXES, FEES, OR SURCHARGES IMPOSED ON OR IN CONNECTION WITH THE SERVICES OR PRODUCTS THAT ARE THE SUBJECT OF THIS SERVICES AGREEMENT, WHETHER SEPARATELY LISTED OR INCLUDED IN THE MRC, INCLUDING BUT NOT LIMITED TO APPLICABLE FEDERAL, STATE, AND LOCAL SALES, USE, PROPERTY, EXCISE, TELECOMMUNICATIONS, OR OTHER TAXES, FRANCHISE FEES, FEDERAL AND STATE UNIVERSAL SERVICE FUND FEES, AND OTHER STATE OR LOCAL GOVERNMENTAL CHARGES OR REGULATORY FEES, EXCLUDING INCOME TAXES MEASURED ON VALIAUGA NETWORKS' NET INCOME. IF A CUSTOMER WISHES TO CLAIM TAX-EXEMPT STATUS, THEN CUSTOMER MUST SUPPLY VALIAUGA NETWORKS WITH A COPY OF CUSTOMER'S TAX EXEMPTION CERTIFICATE OR OTHER DOCUMENTATION SUPPORTING CUSTOMER'S CERTIFICATION OF ITS ENTITLEMENT TO SUCH EXEMPT STATUS WITHIN FIFTEEN (15) DAYS OF INSTALLATION OF APPLICABLE SERVICES. IF CUSTOMER SUPPLIES SUCH DOCUMENTATION AFTER THAT TIME, VALIAUGA NETWORKS WILL APPLY IT TO CUSTOMER'S ACCOUNT ON A PROSPECTIVE BASIS, ALLOWING VALIAUGA NETWORKS AT LEAST THIRTY (30) DAYS FOR PROCESSING. TO THE EXTENT SUCH DOCUMENTATION IS HELD INVALID FOR ANY REASON, CUSTOMER AGREES TO PAY OR REIMBURSE VALIAUGA NETWORKS FOR ANY TAX OR FEE NOT COLLECTED OR LIABILITY INCURRED, INCLUDING WITHOUT LIMITATION RELATED INTEREST AND PENALTIES ARISING FROM VALIAUGA NETWORKS' RELIANCE ON SUCH INVALID CERTIFICATE OR DOCUMENTATION. CUSTOMER HEREBY CONSENTS THAT VALIAUGA NETWORKS MAY DISCLOSE SUCH WRITTEN DOCUMENTATION, WHICH MAY INCLUDE A TAX EXEMPTION FORM, TO ANY GOVERNMENTAL AUTHORITY. TAX-EXEMPT STATUS SHALL NOT RELIEVE CUSTOMER OF ITS OBLIGATION TO PAY APPLICABLE FRANCHISE FEES OR OTHER NON-TAX FEES AND SURCHARGES SINCE THE APPLICATION OF SUCH FEES AND SURCHARGES MAY NOT BE GOVERNED BY THE TAX STANDING OF CUSTOMER. VALIAUGA NETWORKS RESERVES THE RIGHT, FROM TIME TO TIME, TO CHANGE THE SURCHARGES FOR SERVICES UNDER THIS SERVICES AGREEMENT TO REFLECT INCURRED COSTS, CHARGES, OR OBLIGATIONS IMPOSED ON VALIAUGA NETWORKS TO THE EXTENT PERMITTED, REQUIRED, OR OTHERWISE NOT PROHIBITED UNDER APPLICABLE LAW (E.G., UNIVERSAL SERVICE FUND CHARGES). FURTHERMORE, VALIAUGA NETWORKS SHALL HAVE THE RIGHT TO COLLECT OR RECOVER FROM CUSTOMER THE AMOUNT OF ANY STATE OR LOCAL FEES OR TAXES ARISING AS A RESULT OF THIS SERVICES AGREEMENT, WHICH ARE IMPOSED ON VALIAUGA NETWORKS OR ITS SERVICES, OR OTHERWISE ASSESSED OR CALCULATED BASED ON VALIAUGA NETWORKS' RECEIPTS FROM CUSTOMER THAT VALIAUGA NETWORKS IS ENTITLED UNDER APPLICABLE LAW TO PASS THROUGH TO OR OTHERWISE CHARGE CUSTOMER FOR CUSTOMER'S USE OR RECEIPT OF THE SERVICES. SUCH FEES OR TAXES SHALL BE INCLUDED WITHIN THE MRC OR SEPARATELY INVOICED TO CUSTOMER IN THE FORM OF A SURCHARGE INCLUDED ON CUSTOMER'S INVOICE. TO THE EXTENT THAT A DISPUTE ARISES UNDER THIS SERVICES AGREEMENT AS TO WHICH PARTY IS LIABLE FOR FEES OR TAXES, CUSTOMER SHALL BEAR THE BURDEN OF PROOF IN SHOWING THAT THE FEE OR TAX IS IMPOSED UPON VALIAUGA NETWORKS' NET INCOME. THIS BURDEN MAY BE SATISFIED BY CUSTOMER PRODUCING WRITTEN DOCUMENTATION FROM THE JURISDICTION IMPOSING THE FEE OR TAX INDICATING THAT THE FEE OR TAX IS BASED ON VALIAUGA NETWORKS' NET INCOME. CUSTOMER ACKNOWLEDGES THAT CURRENTLY, AND FROM TIME TO TIME, THERE IS UNCERTAINTY ABOUT THE TAX-ABILITY OR REGULATORY CLASSIFICATION OF SOME OF THE SERVICES VALIAUGA NETWORKS PROVIDES AND, CONSEQUENTLY, UNCERTAINTY ABOUT WHAT FEES, TAXES AND SURCHARGES ARE DUE TO OR FROM VALIAUGA NETWORKS OR FROM ITS CUSTOMERS. CUSTOMER AGREES THAT VALIAUGA NETWORKS HAS THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHAT FEES, TAXES AND SURCHARGES ARE DUE AND TO COLLECT AND REMIT THEM TO THE RELEVANT GOVERNMENTAL AUTHORITIES, OR TO PAY AND PASS THEM THROUGH TO CUSTOMER. CUSTOMER HEREBY WAIVES ANY CLAIMS IT MAY HAVE REGARDING VALIAUGA NETWORKS' COLLECTION OR REMITTANCE OF SUCH FEES, TAXES, AND SURCHARGES. C. CHANGE REQUESTS. ANY CHARGES ASSOCIATED WITH SERVICE AND EQUIPMENT INSTALLATIONS, CHANGES, OR ADDITIONS REQUESTED BY CUSTOMER FOR THE APPLICABLE SERVICE LOCATION ARE THE SOLE FINANCIAL RESPONSIBILITY OF CUSTOMER. VALIAUGA NETWORKS SHALL NOTIFY CUSTOMER OF ANY ADDITIONAL OTCS AND/OR ADJUSTMENTS TO MRCS ASSOCIATED WITH OR APPLICABLE TO SUCH CUSTOMER CHANGE REQUESTS PRIOR TO MAKING ANY SUCH CHANGE. CUSTOMER'S FAILURE TO ACCEPT SUCH ADDITIONAL CHARGES WITHIN FIVE (5) BUSINESS DAYS OF RECEIVING SUCH NOTICE SHALL BE DEEMED A REJECTION BY CUSTOMER, AND VALIAUGA NETWORKS SHALL NOT BE LIABLE TO PERFORM ANY WORK GIVING RISE TO SUCH CHARGES. FOR ACCEPTED CHARGES, CUSTOMER SHALL BE ASSESSED SUCH ADDITIONAL OTCS AND/OR ADJUSTMENTS OF THE MRCS EITHER (I) IN ADVANCE OF IMPLEMENTATION OF THE CHANGE REQUEST OR (II) BEGINNING ON CUSTOMER'S NEXT AND/OR SUBSEQUENT INVOICE(S). D. SITE VISITS AND REPAIRS. IF A SERVICE CALL INITIATED BY CUSTOMER CAUSES VALIAUGA NETWORKS TO VISIT A SERVICE LOCATION TO RESPOND TO SUCH SERVICE CALL, AND VALIAUGA NETWORKS REASONABLY DETERMINES THAT THE CAUSE OF SUCH SERVICE CALL IS NOT DUE TO A PROBLEM ARISING FROM VALIAUGA NETWORKS' NETWORK OR VALIAUGA NETWORKS EQUIPMENT, BUT RATHER IS DUE TO CUSTOMER EQUIPMENT OR FACILITIES, OR A THIRD PARTY NOT UNDER VALIAUGA NETWORKS' CONTROL OR DIRECTION, THEN VALIAUGA NETWORKS MAY INVOICE CUSTOMER FOR THE SERVICE CALL AT VALIAUGA NETWORKS' THEN-PREVAILING COMMERCIAL RATES, PLUS ANY CHARGES FOR VALIAUGA NETWORKS EQUIPMENT REPAIR OR REPLACEMENT AS A RESULT OF CUSTOMER OR THIRD PARTY DAMAGE THAT MAY BE NECESSARY. E. INVOICING DISPUTES; LATE AND COLLECTION FEES. CUSTOMER MUST PROVIDE NOTICE TO VALIAUGA NETWORKS OF ANY DISPUTED CHARGES WITHIN SIXTY (60) DAYS OF THE INVOICE DATE ON WHICH THE DISPUTED CHARGES APPEAR FOR CUSTOMER TO RECEIVE ANY CREDIT THAT MAY BE DUE. CUSTOMER MUST HAVE AND PRESENT A REASONABLE BASIS FOR DISPUTING ANY AMOUNT CHARGED. UNDISPUTED AMOUNTS NOT PAID WITHIN THIRTY (30) DAYS OF THE INVOICE DATE SHALL BE PAST DUE AND SUBJECT TO A LATE FEE UP TO THE LESSER OF 1% OF THE ORIGINAL INVOICE PER MONTH OR THE MAXIMUM AMOUNT PERMITTED BY LAW. IF SERVICES ARE SUSPENDED DUE TO LATE PAYMENT, VALIAUGA NETWORKS MAY REQUIRE THAT CUSTOMER PAY ALL PAST DUE CHARGES, A RECONNECT FEE, AND ONE OR MORE MRCS IN ADVANCE BEFORE RECONNECTING SERVICES. VALIAUGA NETWORKS MAY CHARGE A REASONABLE SERVICE FEE FOR ALL RETURNED CHECKS AND BANK CARD, CREDIT CARD OR OTHER CHARGE CARD CHARGE-BACKS. CUSTOMER SHALL BE RESPONSIBLE FOR ALL EXPENSES, INCLUDING REASONABLE ATTORNEY FEES AND COLLECTION COSTS, INCURRED BY VALIAUGA NETWORKS IN COLLECTING ANY UNPAID AMOUNTS DUE UNDER THIS SERVICES AGREEMENT. VALIAUGA NETWORKS MAY APPLY ANY AMOUNTS PAID BY CUSTOMER FIRST TO ANY DELINQUENT VALIAUGA NETWORKS ACCOUNT(S). F. CREDIT VERIFICATION. VALIAUGA NETWORKS SHALL HAVE THE RIGHT TO VERIFY CUSTOMER'S CREDIT STANDING AT ANY TIME, INCLUDING THE CREDIT STANDING OF ANY CUSTOMER LEGAL ENTITY OR OWNER. ADDITIONALLY, VALIAUGA NETWORKS MAY AT ANY TIME REQUIRE CUSTOMER TO MAKE A DEPOSIT AND/OR ADVANCE PAYMENT. THE DEPOSIT REQUESTED WILL BE IN CASH, THE EQUIVALENT OF CASH, OR A BANK, CREDIT CARD OR ACCOUNT DEBIT AUTHORIZATION AND DOES NOT RELIEVE CUSTOMER OF THE RESPONSIBILITY FOR THE PROMPT PAYMENT OF INVOICES WHEN DUE. VALIAUGA NETWORKS MAY DEDUCT AMOUNTS FROM THE DEPOSIT, BILL ANY BANK OR CREDIT CARD PROVIDED, OR UTILIZE ANY OTHER MEANS OF PAYMENT AVAILABLE TO VALIAUGA NETWORKS, FOR PAST DUE AMOUNTS. G. BUNDLED PRICING. IF CUSTOMER HAS SELECTED A BUNDLED OFFER, MEANING A DISCOUNTED MRC FOR RECEIVING MORE THAN ONE VALIAUGA NETWORKS SERVICE ("BUNDLE"), THEN THE FOLLOWING CONDITIONS SHALL APPLY: I. IN CONSIDERATION FOR CUSTOMER'S PURCHASE OF ALL SERVICES IN THE BUNDLE, AND ONLY WITH RESPECT TO THAT PERIOD OF TIME DURING WHICH CUSTOMER CONTINUES TO PURCHASE THE SPECIFIC SERVICES IN SUCH BUNDLE AND DURING WHICH SUCH BUNDLE IS IN EFFECT, THE CORRELATING DISCOUNT TO THE SERVICES IN SUCH BUNDLE, ORDERED PURSUANT TO THE VALIAUGA NETWORKS PROGRAM GOVERNING SUCH BUNDLE, WILL BE REFLECTED IN THE MRC FOR THE RESPECTIVE SERVICES. II. UPON TERMINATION BY CUSTOMER, FOR ANY REASON OTHER THAN A VALIAUGA NETWORKS DEFAULT, OF ANY SERVICE COMPONENT OF THE APPLICABLE BUNDLE, THE PRICING FOR THE REMAINING SERVICE(S) SHALL REVERT TO VALIAUGA NETWORKS' UNBUNDLED PRICING FOR SUCH SERVICE(S) IN EFFECT AT THE TIME OF TERMINATION. TERMINATION LIABILITY APPLICABLE TO THE SERVICES UNDER THIS SERVICES AGREEMENT SHALL OTHERWISE REMAIN UNCHANGED.

8. RECURRING AUTO PAY OR ONE-TIME PAYMENT SERVICES BY ELECTRONIC PAYMENT TERMS. THE FOLLOWING ELECTRONIC PAYMENT TERMS APPLY TO VALIAUGA NETWORKS' RECURRING AUTO PAY OR ONE-TIME PAYMENT SERVICES THAT CUSTOMER MAY ELECT TO RECEIVE. A. BY PARTICIPATING IN THE AUTO PAY SERVICE OR ONE-TIME PAYMENT SERVICE, CUSTOMER IS (I) REPRESENTING THAT CUSTOMER IS THE AUTHORIZED USER OF THE DEBIT CARD, CREDIT CARD, OR BANKING ACCOUNT USED TO MAKE PAYMENT TO VALIAUGA NETWORKS, AND (II) AUTHORIZING VALIAUGA NETWORKS TO STORE SUCH ACCOUNT NUMBER FOR FUTURE USE OF SUCH SERVICES. VALIAUGA NETWORKS RESERVES THE RIGHT TO TERMINATE CUSTOMER'S CONTINUED PARTICIPATION IN THE AUTO PAY OR ONE TIME PAYMENT SERVICE FOR ANY REASON, INCLUDING WITHOUT LIMITATION LATE PAYMENT, NON-PAYMENT, OR FRAUDULENT PAYMENT OF CUSTOMER'S BILL. B. BY ELECTING TO ENROLL IN VALIAUGA NETWORKS' AUTO PAY SERVICE, CUSTOMER HAS AUTHORIZED VALIAUGA NETWORKS TO OBTAIN PAYMENT OF CUSTOMER'S THEN-CURRENT STATEMENT BALANCE EACH MONTH BY DIRECT TRANSFER OF FUNDS FROM CUSTOMER'S SELECTED FINANCIAL INSTITUTION OR CREDIT CARD ACCOUNT. C. VALIAUGA NETWORKS WILL SEND THE APPLICABLE OF CUSTOMER'S MONTHLY BILL STATEMENT OR NOTICE OF ONLINE POSTING OF SUCH STATEMENT TO CUSTOMER PRIOR TO CUSTOMER'S PAYMENT DUE DATE. THE AMOUNT SHOWN AS DUE ON THE MONTHLY BILL STATEMENT WILL CONSTITUTE NOTICE TO CUSTOMER OF ANY VARIANCE IN AMOUNT FROM THE BILL PAYMENT AMOUNT PAID IN THE PREVIOUS MONTH BY AUTO PAY. THE BALANCE SHOWN AS DUE ON CUSTOMER'S STATEMENT VIEW WILL BE DEDUCTED ON OR AROUND THE PAYMENT DUE DATE. D. PAYMENT OF CUSTOMER'S VALIAUGA NETWORKS BILL ON A RECURRING BASIS THROUGH AUTO PAY MAY BE REQUIRED FOR SUBSCRIPTION TO SOME SERVICES AND FOR PURCHASE FROM VALIAUGA NETWORKS OF CERTAIN CUSTOMER PURCHASED DEVICES. CUSTOMER HAS THE RIGHT TO REVOKE THE RECURRING AUTO PAY ARRANGEMENT WITH VALIAUGA NETWORKS AT ANY TIME, EXCEPT FOR THOSE SERVICES WHERE AUTO PAY IS REQUIRED. ANY REVOCATION OF CUSTOMER'S AUTHORIZATION TO PAY THE VALIAUGA NETWORKS BILL THROUGH AN AUTO PAY ARRANGEMENT WILL NOT TAKE EFFECT UNTIL AFTER RECEIPT BY VALIAUGA NETWORKS, AND WILL RESULT IN THE DISCONTINUANCE OF AUTO PAY BILL PAYMENT(S). AFTER CANCELLATION OF AUTO PAY BILL PAYMENT, CUSTOMER WILL BE RESPONSIBLE FOR TAKING APPROPRIATE ACTION EACH MONTH TO PAY THE VALIAUGA NETWORKS BILL. E. TO GET A COPY A CUSTOMER'S ONLINE AUTO PAY CONFIRMATION FOR CUSTOMER'S RECORDS, CUSTOMER MUST PRINT OR SAVE SUCH DOCUMENT TO CUSTOMER'S COMPUTER. F. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT CONTACT INFORMATION, SUCH AS EMAIL ADDRESS, AND FINANCIAL INFORMATION, SUCH AS CREDIT CARD, CHECKING OR SAVINGS ACCOUNT NUMBER, ARE CURRENT AND ACCURATE AT ALL TIMES. CUSTOMER MUST NOTIFY VALIAUGA NETWORKS OF ANY CHANGE IN CREDIT CARD, CHECKING OR SAVINGS ACCOUNT INFORMATION AND COMPLETE ANOTHER AUTO PAY AUTHORIZATION FORM TO HAVE THE VALIAUGA NETWORKS BILL PAID ON A RECURRING BASIS USING ANY NEW OR CHANGED DEBIT OR CREDIT CARD, CHECKING OR SAVINGS ACCOUNT NUMBER OR INFORMATION. CUSTOMER CAN UPDATE EXISTING AUTO PAY ACCOUNT INFORMATION BY CALLING 1-888-851-9740. IT MAY TAKE AT LEAST ONE BILLING CYCLE AFTER ANY CHANGE MADE IN CREDIT CARD, CHECKING OR SAVINGS ACCOUNT NUMBER OR INFORMATION FOR ANY PAYMENTS MADE USING THESE SERVICES TO BE PROCESSED. IN THE MEANTIME, CUSTOMER WILL REMAIN SOLELY RESPONSIBLE FOR TAKING APPROPRIATE ACTIONS TO ENSURE THAT BILL PAYMENTS ARE MADE WHEN DUE. THE ONE TIME PAY AND AUTO PAY SERVICES ARE PROVIDED FOR PERSONAL, NON-COMMERCIAL USE ONLY, AND CUSTOMER IS PROHIBITED FROM USING THESE SERVICES FOR ANY ILLEGAL ACTIVITY OR PURPOSE, INCLUDING PAYMENT FRAUD OR IDENTITY THEFT. G. BY ELECTING TO USE THE ONE TIME PAY AND AUTO PAY SERVICES, CUSTOMER AGREES THAT VALIAUGA NETWORKS MAY PROVIDE CUSTOMER LEGAL NOTICES REGARDING THE ELECTRONIC PAYMENT TERMS, THE TERMS OF SERVICE, PAYMENTS MADE, AND OTHER RELEVANT INFORMATION OR RECORDS ATTRIBUTABLE TO TRANSACTIONS CUSTOMER MAKES USING THE ONE TIME PAY AND AUTO PAY SERVICES, IN ELECTRONIC FORM ONLY. CUSTOMER CANNOT WITHDRAW CONSENT TO RECEIVE SUCH ELECTRONIC NOTICE, RECORDS, OR DISCLOSURE IF CUSTOMER ELECTS TO CONTINUE TO USE THE ONE TIME PAY AND AUTO PAY SERVICES. H. IT IS CUSTOMER'S RESPONSIBILITY TO PROTECT THE CONFIDENTIALITY OF ANY USER NAME OR PASSWORD USED IN CONNECTION WITH THESE ONE TIME PAY AND AUTO PAY SERVICES. VALIAUGA NETWORKS RECOMMENDS THAT CUSTOMER NOT SHARE USER NAME OR PASSWORD WITH ANY UNAUTHORIZED USER, BECAUSE SUCH DISCLOSURES MIGHT PROVIDE UNAUTHORIZED ACCESS TO CUSTOMER'S ACCOUNT INFORMATION. IF CUSTOMER BELIEVES CUSTOMER'S PASSWORD OR OTHER MEANS TO ACCESS THE VALIAUGA NETWORKS ACCOUNT HAS BEEN LOST, STOLEN, OR OTHERWISE COMPROMISED, CUSTOMER MUST NOTIFY VALIAUGA NETWORKS IMMEDIATELY AT 1-888-851-9740, OPTION 3. I. WITHOUT LIMITATION, VALIAUGA NETWORKS SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ITS INABILITY TO PROCESS OR RECEIVE PAYMENTS CUSTOMER MAKES OR ATTEMPTS TO MAKE USING THE ONE TIME PAY OR AUTO PAY SERVICES OR OTHERWISE TO PERFORM ITS RESPONSIBILITIES UNDER THESE ELECTRONIC PAYMENT TERMS IN THE EVENT CIRCUMSTANCES BEYOND VALIAUGA NETWORKS' CONTROL PREVENT VALIAUGA NETWORKS FROM DOING SO OR OTHERWISE AFFECT VALIAUGA NETWORKS' ABILITY TO DO SO. J. CUSTOMER IS RESPONSIBLE FOR ALL FEES AND COSTS RELATED TO MAINTAINING A VALID PAYMENT METHOD INCLUDING PROCESSING CHARGES OR ANNUAL COSTS. VALIAUGA NETWORKS' SOLE AND ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR THE PROCESSING OR DEDUCTION OF AN INCORRECT TRANSFER OF FUNDS HEREUNDER SHALL BE THE RETURN TO CUSTOMER OF THE IMPROPERLY TRANSFERRED FUNDS.

9. ADMINISTRATIVE WEB SITE. VALIAUGA NETWORKS MAY, AT ITS SOLE OPTION, MAKE ONE OR MORE ADMINISTRATIVE WEB SITES, INCLUDING WITHOUT LIMITATION TO VALIAUGA.NET, AVAILABLE TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICES (EACH AN "ADMINISTRATIVE WEB SITE"). VALIAUGA NETWORKS MAY FURNISH CUSTOMER WITH ONE OR MORE USER IDENTIFICATIONS AND/OR PASSWORDS FOR USE ON THE ADMINISTRATIVE WEB SITE, AND CUSTOMER MUST CHANGE ANY VALIAUGA NETWORKS-PROVIDED USER IDENTIFICATIONS AND PASSWORDS TO A SECURE, CUSTOMER-DESIGNATED USER IDENTIFICATION AND PASSWORD WITHIN THIRTY (30) DAYS OF INSTALLATION. CUSTOMER SHALL BE RESPONSIBLE FOR THE CONFIDENTIALITY AND USE OF SUCH USER IDENTIFICATIONS AND PASSWORDS, WHETHER PROVIDED BY VALIAUGA NETWORKS OR DESIGNATED BY CUSTOMER, AND ANY EQUIPMENT OR DEVICES USED TO ACCESS ANY ADMINISTRATIVE WEB SITE, AND SHALL IMMEDIATELY NOTIFY VALIAUGA NETWORKS IF THERE HAS BEEN AN 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. VALIAUGA NETWORKS SHALL NOT BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR OTHER LIABILITY ARISING OUT OF ANY CUSTOMER USE OF THE ADMINISTRATIVE WEB SITE. VALIAUGA NETWORKS MAY CHANGE OR DISCONTINUE THE ADMINISTRATIVE WEB SITE, OR CUSTOMER'S RIGHT TO USE THE ADMINISTRATIVE WEB SITE, AT ANY TIME. ANY ADDITIONAL TERMS AND POLICIES APPLICABLE TO CUSTOMER'S USE OF THE ADMINISTRATIVE WEB SITE WILL BE POSTED ON THE SITE.

10. SUPPORT. VALIAUGA NETWORKS SHALL PROVIDE CONTACT INFORMATION FOR INQUIRIES AND REMOTE PROBLEM SUPPORT FOR THE SERVICES. ALL SUCH CUSTOMER SUPPORT SHALL BE PROVIDED ONLY TO CUSTOMER'S DESIGNATED PERSONNEL OR AS MUTUALLY AGREED UPON BY VALIAUGA NETWORKS AND CUSTOMER. CUSTOMER IS RESPONSIBLE FOR ALL COMMUNICATIONS AND SUPPORT FOR ITS END USERS. CUSTOMER SHALL PROVIDE ROUTINE OPERATIONAL SUPPORT FOR VALIAUGA NETWORKS EQUIPMENT LOCATED AT A SERVICE LOCATION, INCLUDING WITHOUT LIMITATION, BY PERFORMING REBOOTS AS REQUESTED BY VALIAUGA NETWORKS. CUSTOMER IS RESPONSIBLE FOR THE INSTALLATION, REPAIR AND USE OF CUSTOMER EQUIPMENT, INCLUDING WITHOUT LIMITATION, CUSTOMER PURCHASED DEVICES AND CUSTOMER-SUPPLIED THIRD PARTY HARDWARE OR SOFTWARE FOR THE USE OF SERVICES OR THIRD PARTY SERVICES. VALIAUGA NETWORKS DOES NOT SUPPORT THIRD PARTY HARDWARE OR SOFTWARE USED IN CONJUNCTION WITH THIRD PARTY SERVICES OR SUPPLIED BY CUSTOMER. ANY QUESTIONS CONCERNING THIRD PARTY HARDWARE OR SOFTWARE SHOULD BE DIRECTED TO THE PROVIDER OF THAT PRODUCT. VALIAUGA NETWORKS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE INSTALLATION, MAINTENANCE, COMPATIBILITY OR PERFORMANCE OF THIRD PARTY SOFTWARE, OR ANY CUSTOMER EQUIPMENT, INCLUDING ANY CUSTOMER PURCHASED DEVICES, OR CUSTOMER-SUPPLIED SOFTWARE WITH THE SERVICES. IF SUCH THIRD PARTY EQUIPMENT OR SOFTWARE IMPAIRS THE SERVICES, CUSTOMER SHALL CONTINUE TO PAY ALL APPLICABLE SERVICE CHARGES. IF, AT CUSTOMER'S REQUEST, VALIAUGA NETWORKS SHOULD ATTEMPT TO RESOLVE DIFFICULTIES CAUSED BY SUCH THIRD PARTY EQUIPMENT OR SOFTWARE, SUCH EFFORTS SHALL BE PERFORMED AT VALIAUGA NETWORKS' DISCRETION AND SUBJECT TO SERVICE CHARGES AS SET FORTH IN SECTION 7(D).

11. REPRESENTATIONS AND OBLIGATIONS. A. REPRESENTATIONS. CUSTOMER REPRESENTS AND WARRANTS TO VALIAUGA NETWORKS THAT: (I) CUSTOMER HAS THE AUTHORITY TO EXECUTE, DELIVER AND CARRY OUT THIS SERVICES AGREEMENT, AND (II) ITS END USERS AND ANY PERSON WHO ACCESSES ANY SERVICES AT THE SERVICE LOCATION, WILL USE THE SERVICE AND NETWORK FOR CUSTOMER'S INTERNAL BUSINESS PURPOSES AND WILL COMPLY WITH THIS SERVICES AGREEMENT. B. NO RESELLING. CUSTOMER SHALL NOT RE-SELL OR RE-DISTRIBUTE (WHETHER FOR A FEE OR OTHERWISE) ACCESS TO THE SERVICE(S) OR SYSTEM CAPACITY, OR ANY PART THEREOF, IN ANY MANNER OTHER THAN FOR CUSTOMER'S INTERNAL BUSINESS WITHOUT THE EXPRESS PRIOR CONSENT OF VALIAUGA NETWORKS, INCLUDING WITHOUT LIMITATION, ANY USE TO PROVIDE SERVICES FOR THE BENEFIT OF, OR ON BEHALF OF, ANY THIRD PARTY OTHER THAN CUSTOMER OR ITS END USERS. C. NO ILLEGAL PURPOSE OR UNAUTHORIZED ACCESS. CUSTOMER SHALL NOT USE OR PERMIT END USERS OR THIRD PARTIES TO USE THE SERVICE(S), INCLUDING THE VALIAUGA NETWORKS EQUIPMENT AND SOFTWARE, FOR ANY ILLEGAL PURPOSE, OR TO ACHIEVE UNAUTHORIZED ACCESS TO ANY COMPUTER SYSTEMS, SOFTWARE, DATA, OR OTHER COPYRIGHT OR PATENT PROTECTED MATERIAL. D. NO INTERFERENCE. CUSTOMER SHALL NOT INTERFERE WITH OR CAUSE TECHNICAL DIFFICULTIES FOR OTHER CUSTOMERS' USE OF EQUIPMENT OR SERVICES OR INTERFERE WITH OR DISRUPT THE VALIAUGA NETWORKS NETWORK, BACKBONE, NODES OR OTHER SERVICES. CUSTOMER SHALL NOT INSTALL ANY EQUIPMENT, INCLUDING WITHOUT LIMITATION, ANY ANTENNA OR SIGNAL AMPLIFICATION SYSTEM, AT THE SERVICE LOCATION THAT INTERFERES WITH THE SERVICES. E. APPLICABLE LAWS. WITH RESPECT TO CUSTOMER'S AND END USERS' USE OF THE SERVICE (INCLUDING THE TRANSMISSION OR USE OF ANY CONTENT VIA THE SERVICE), CUSTOMER SHALL COMPLY, AND SHALL ENSURE THAT ITS END USERS COMPLY, WITH ALL APPLICABLE LAWS AND REGULATIONS IN ADDITION TO THIS SERVICES AGREEMENT. VALIAUGA NETWORKS SHALL HAVE THE RIGHT TO AUDIT CUSTOMER'S USE OF THE SERVICE REMOTELY OR OTHERWISE, TO ENSURE COMPLIANCE WITH THIS SERVICES AGREEMENT. F. ACCEPTABLE USE. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR (I) ALL USE (WHETHER OR NOT AUTHORIZED) OF THE SERVICE BY CUSTOMER, ANY END USER OR ANY UNAUTHORIZED PERSON OR ENTITY, WHICH USE SHALL BE DEEMED CUSTOMER'S USE FOR PURPOSES OF THIS SERVICES AGREEMENT, (II) ALL CONTENT THAT IS VIEWED, STORED OR TRANSMITTED VIA THE SERVICE, AS APPLICABLE, AND (III) ALL THIRD-PARTY CHARGES INCURRED FOR MERCHANDISE AND SERVICES ACCESSED VIA THE SERVICE, IF ANY. CUSTOMER SHALL NOT USE, OR ALLOW THE SERVICES TO BE USED, IN ANY MANNER THAT WOULD VIOLATE THE APPLICABLE VALIAUGA NETWORKS ACCEPTABLE USE POLICIES OR THAT WOULD CAUSE, OR BE LIKELY TO CAUSE, VALIAUGA NETWORKS TO QUALIFY AS A "COVERED 911 SERVICE PROVIDER" AS DEFINED IN 47 C.F.R. §12.4 OR ANY SUCCESSOR PROVISION OF THE RULES OF THE FEDERAL COMMUNICATION COMMISSION. FOR AVOIDANCE OF DOUBT, CUSTOMER AND VALIAUGA NETWORKS AGREE THAT ANY FAILURE TO SATISFY THE COVENANTS SET FORTH IN THE PRECEDING SENTENCE SHALL CONSTITUTE A MATERIAL BREACH OF THIS SERVICES AGREEMENT. G. CONSENT TO PHONE CALLS. VALIAUGA NETWORKS MAY CALL OR TEXT CUSTOMER OR AUTHORIZE OTHERS TO CALL OR TEXT CUSTOMER ON ITS BEHALF INCLUDING BUT NOT LIMITED TO AT ANY NUMBER CUSTOMER PROVIDES TO VALIAUGA NETWORKS (OR THAT VALIAUGA NETWORKS ISSUES TO CUSTOMER) FOR ANY PURPOSE, INCLUDING MARKETING VALIAUGA NETWORKS' SERVICES. IF CUSTOMER'S NUMBERS ARE INCLUDED ON STATE OR FEDERAL "DO NOT CALL" LISTS, VALIAUGA NETWORKS WILL NOT CALL OR TEXT CUSTOMER FOR MARKETING PURPOSES, BUT STILL MAY CALL OR TEXT CUSTOMER OR AUTHORIZE OTHERS TO DO SO FOR NON-MARKETING PURPOSES. CUSTOMER IS RESPONSIBLE FOR CHARGES FOR INCOMING TEXT MESSAGES ON CUSTOMER'S WIRELESS PHONE(S). H. ROBOT-CALLS. VALIAUGA NETWORKS (OR PERSONS ACTING ON VALIAUGA NETWORKS' BEHALF) SHALL HAVE THE RIGHT AND CUSTOMER HEREBY AUTHORIZES VALIAUGA NETWORKS TO USE AUTOMATED DIALING SYSTEMS OR ARTIFICIAL OR RECORDED VOICES TO CONTACT CUSTOMER OR LEAVE CUSTOMER MESSAGES IF THE CALL GOES TO VOICEMAIL. I. OTHER NOTICES. SUBJECT TO APPLICABLE LAW, CUSTOMER AUTHORIZES VALIAUGA NETWORKS TO PROVIDE OTHER NOTICES TO CUSTOMER USING ANY METHOD VALIAUGA NETWORKS DETERMINES APPROPRIATE, INCLUDING BY ELECTRONIC MEANS (FOR EXAMPLE, EMAIL OR ONLINE POSTING). J. OTHER CONSENTS. VALIAUGA NETWORKS RESERVES THE RIGHT TO ASK CUSTOMER TO PROVIDE OTHER CONSENTS OR AUTHORIZATIONS, INCLUDING BY ELECTRONIC MEANS, EMAIL OR CUSTOMER'S EQUIPMENT (FOR INSTANCE, USING CUSTOMER'S REMOTE CONTROL TO PURCHASE A VOD MOVIE, TO REQUEST INFORMATION REGARDING AN ADVERTISER'S PRODUCTS OR TO "OPT IN" TO A PRODUCT STUDY), AND VALIAUGA NETWORKS IS ENTITLED TO ASSUME THAT ANY CONSENT OR AUTHORIZATION VALIAUGA NETWORKS RECEIVES THROUGH THE SERVICES OR FROM CUSTOMER'S LOCATION HAS BEEN AUTHORIZED BY CUSTOMER.

12. PERFORMANCE. UNLESS OTHERWISE SET FORTH IN ANY SERVICE TERMS OR SERVICE LEVEL AGREEMENT, VALIAUGA NETWORKS WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICES TO CUSTOMER TWENTY FOUR (24) HOURS PER DAY, SEVEN (7) DAYS PER WEEK. IT IS POSSIBLE, HOWEVER, THAT THERE WILL BE INTERRUPTIONS OF SERVICE. THE SERVICE MAY BE UNAVAILABLE FROM TIME-TO-TIME EITHER FOR SCHEDULED OR UNSCHEDULED MAINTENANCE, TECHNICAL DIFFICULTIES, OR FOR OTHER REASONS BEYOND VALIAUGA NETWORKS' REASONABLE CONTROL. TEMPORARY SERVICE INTERRUPTIONS OR OUTAGES FOR SUCH REASONS, AS WELL AS SERVICE INTERRUPTIONS OR OUTAGES CAUSED BY CUSTOMER, ITS AGENTS AND EMPLOYEES, OR BY A FORCE MAJEURE EVENT, SHALL NOT CONSTITUTE A FAILURE BY VALIAUGA NETWORKS TO PERFORM ITS OBLIGATIONS UNDER THIS SERVICES AGREEMENT.

13. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS. VALIAUGA NETWORKS HAS THE RIGHT, BUT NOT THE OBLIGATION, TO UPGRADE, MODIFY, AND ENHANCE THE VALIAUGA NETWORKS NETWORK AND THE SERVICE AND TAKE ANY ACTION THAT VALIAUGA NETWORKS DEEMS APPROPRIATE TO PROTECT OR IMPROVE THE SERVICE AND ITS FACILITIES. VALIAUGA NETWORKS SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO MONITOR, RECORD, AND MAINTAIN ORAL COMMUNICATIONS WITH CUSTOMER REGARDING CUSTOMER'S ACCOUNT OR SERVICES FOR THE PURPOSE OF SERVICE QUALITY ASSURANCE OR AS PERMITTED UNDER APPLICABLE LAW.

14. DEFAULT, SUSPENSION OF SERVICE, AND TERMINATION. A. DEFAULT. A PARTY SHALL BE IN DEFAULT UNDER THIS SERVICES AGREEMENT IF IT HAS FAILED TO COMPLY WITH THIS SERVICES AGREEMENT OR ANY SERVICE TERMS, INCLUDING WITHOUT LIMITATION THE OBLIGATION TO PAY ANY AMOUNTS DUE, AND SUCH PARTY FAILS TO CORRECT EACH SUCH NONCOMPLIANCE WITHIN THIRTY (30) DAYS OF RECEIPT OF NOTICE FROM THE NON-DEFAULTING PARTY DESCRIBING IN REASONABLE DETAIL THE DEFAULT OR NONCOMPLIANCE ("DEFAULT"). B. MUTUAL TERMINATION RIGHTS. EITHER PARTY MAY TERMINATE THE SERVICES OR THIS SERVICES AGREEMENT IF: (I) THE OTHER PARTY IS IN DEFAULT; (II) THE OTHER PARTY LIQUIDATES, IS ADJUDICATED AS BANKRUPT, MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, INVOKES ANY PROVISION OF LAW FOR GENERAL RELIEF FROM ITS DEBTS, INITIATES ANY PROCEEDING SEEKING GENERAL PROTECTION FROM ITS CREDITORS, OR IS REMOVED OR DELISTED FROM A TRADING EXCHANGE; OR (III) VALIAUGA NETWORKS LEARNS THAT THE COSTS TO DELIVER THE SERVICES TO THE SERVICE LOCATION SHALL REQUIRE A MATERIAL INCREASE IN THE SERVICE CHARGES AND CUSTOMER DOES NOT AGREE TO PAY SUCH ADDITIONAL SERVICE CHARGES. C. TERMINATION FOR CONVENIENCE BY CUSTOMER. NOTWITHSTANDING ANY OTHER TERM OR PROVISION IN THIS SERVICES AGREEMENT, CUSTOMER MAY TERMINATE THE SERVICES AT ANY TIME BY (I) PROVIDING AT LEAST THIRTY (30) DAYS WRITTEN NOTICE IN ADVANCE OF THE EXPIRATION OF THE THEN-CURRENT MONTHLY BILLING CYCLE, (II) MAKING PAYMENT OF ALL OUTSTANDING AMOUNTS DUE, AND (III) RETURNING ALL VALIAUGA NETWORKS EQUIPMENT. D. VALIAUGA NETWORKS' RIGHT TO SUSPEND. VALIAUGA NETWORKS SHALL HAVE THE RIGHT, AT ITS OPTION, WITHOUT PRIOR NOTICE, AND IN ADDITION TO ANY OTHER RIGHTS OF VALIAUGA NETWORKS EXPRESSLY SET FORTH IN THIS SERVICES AGREEMENT AND ANY OTHER REMEDIES IT MAY HAVE UNDER APPLICABLE LAW TO SUSPEND SERVICES IF CUSTOMER FAILS TO COMPLY WITH ANY APPLICABLE LAWS OR REGULATIONS OR THIS SERVICES AGREEMENT, OR IF CUSTOMER OR ITS END USERS' USE OF THE SERVICE IS DETERMINED BY VALIAUGA NETWORKS, IN ITS SOLE DISCRETION, TO RESULT IN A MATERIAL DEGRADATION OF THE VALIAUGA NETWORKS NETWORK UNTIL CUSTOMER REMEDIES ANY SUCH NONCOMPLIANCE OR DEGRADATION. ANY SUSPENSION SHALL NOT AFFECT CUSTOMER'S ON-GOING OBLIGATION TO PAY VALIAUGA NETWORKS ANY AMOUNTS DUE UNDER THIS SERVICES AGREEMENT. IF VALIAUGA NETWORKS SUSPENDS ANY SERVICE, VALIAUGA NETWORKS MAY REQUIRE THE PAYMENT OF RECONNECT OR OTHER CHARGES BEFORE RESTARTING THE SUSPENDED SERVICE. IF CUSTOMER HAS MORE THAN ONE VALIAUGA NETWORKS ACCOUNT, ALL VALIAUGA NETWORKS-PROVIDED SERVICES AT ALL LOCATIONS MAY BE SUBJECT TO SUSPENSION OR TERMINATION IN THE EVENT ANY ACCOUNT REMAINS UNPAID OR IS OTHERWISE IN DEFAULT. E. VALIAUGA NETWORKS' ADDITIONAL RIGHTS TO TERMINATE: VALIAUGA NETWORKS MAY TERMINATE THE SERVICES AND/OR THIS SERVICES AGREEMENT IF: I. THE INFORMATION REQUIRED IN THE APPLICATION PROCESS AND PROVIDED BY CUSTOMER TO VALIAUGA NETWORKS IS OR BECOMES INCORRECT, ABSENT OR INCOMPLETE; II. CUSTOMER THREATENED OR HARASSED ANY VALIAUGA NETWORKS EMPLOYEE, AGENT, CONTRACTOR OR REPRESENTATIVE; III. THE AMOUNT OF TECHNICAL SUPPORT REQUIRED TO BE PROVIDED TO CUSTOMER IS EXCESSIVE AS DETERMINED IN THE SOLE DISCRETION OF VALIAUGA NETWORKS. F. NO LIABILITY. CUSTOMER FURTHER AGREES THAT IN THE EVENT OF TERMINATION BY VALIAUGA NETWORKS PURSUANT TO THIS SECTION 14, VALIAUGA NETWORKS SHALL HAVE NO LIABILITY TO CUSTOMER. G. PAYMENT OF SERVICE CHARGES. UPON TERMINATION, CUSTOMER MUST PAY ALL SERVICES CHARGES THEN DUE FOR SERVICES PROVIDED THROUGH THE EFFECTIVE DATE OF TERMINATION. H. SURVIVAL. THE PROVISIONS OF SECTIONS 6(C), 7(B), 7(E), 14(E), 14(F), 15, 16, AND 19-23 AND THE SERVICE TERMS SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS SERVICES AGREEMENT.

15. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. A. DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND VALIAUGA NETWORKS EQUIPMENT, AND USES THE SAME AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF CUSTOMER'S EQUIPMENT AND CUSTOMER'S NETWORK. VALIAUGA NETWORKS EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND VALIAUGA NETWORKS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH APPLICATIONS OR CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SERVICES AGREEMENT, THE SERVICE, VALIAUGA NETWORKS EQUIPMENT, CUSTOMER PURCHASED DEVICES, AND ANY VALIAUGA NETWORKS MATERIALS ARE PROVIDED "AS IS, WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANT-ABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY VALIAUGA NETWORKS, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. VALIAUGA NETWORKS DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THIS SERVICES AGREEMENT, VALIAUGA NETWORKS DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY VALIAUGA NETWORKS WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR ANY END USER'S EQUIPMENT OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER'S OR ANY END USER'S USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT VALIAUGA NETWORKS' THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICES AGREEMENT, AND VALIAUGA NETWORKS DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS SERVICES AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT-ABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. B. LIMITATION OF LIABILITY. WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS SERVICES AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, ANY END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS SERVICES AGREEMENT OR THE PROVISION OF SERVICES, INCLUDING ANY SERVICE IMPLEMENTATION DELAYS OR FAILURES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY, MISREPRESENTATION, OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS SERVICES AGREEMENT. VALIAUGA NETWORKS' MAXIMUM LIABILITY TO CUSTOMER WITH REGARD TO ANY SERVICE SHALL NOT EXCEED THE AMOUNT, EXCLUDING OTCS, PAID OR PAYABLE BY CUSTOMER TO VALIAUGA NETWORKS FOR THE APPLICABLE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. VALIAUGA NETWORKS SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER-PROVIDED EQUIPMENT, CUSTOMER PURCHASED DEVICES, FACILITIES OR SERVICES.
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16. INDEMNIFICATION. UNLESS PROHIBITED UNDER APPLICABLE LAW, CUSTOMER AT ITS OWN EXPENSE, SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS VALIAUGA NETWORKS, ITS AFFILIATES, SERVICE PROVIDERS, AND SUPPLIERS, AND THEIR DIRECTORS, EMPLOYEES, REPRESENTATIVES, OFFICERS AND AGENTS (THE "INDEMNIFIED PARTIES") AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITIES, LAWSUITS, DAMAGES, LOSSES, JUDGMENTS, COSTS, FEES AND EXPENSES INCURRED BY VALIAUGA NETWORKS INDEMNIFIED PARTIES, INCLUDING REASONABLE ATTORNEY AND OTHER PROFESSIONAL FEES AND COURT COSTS INCURRED BY VALIAUGA NETWORKS INDEMNIFIED PARTIES, TO THE FULL EXTENT THAT SUCH ARISE FROM OR RELATE TO ANY ONE OR MORE OF THE FOLLOWING: A. CUSTOMER'S USE OR MISUSE OF THE SERVICE; B. CUSTOMER'S FAILURE TO COMPLY WITH ANY APPLICABLE LAW, ORDER, RULE, REGULATION, OR ORDINANCE OR THIS SERVICES AGREEMENT; C. PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE CAUSED BY CUSTOMER'S OR ITS EMPLOYEES' OR AGENTS' NEGLIGENCE OR WILLFUL MISCONDUCT. VALIAUGA NETWORKS INDEMNIFIED PARTIES SHALL HAVE THE RIGHT BUT NOT THE OBLIGATION TO PARTICIPATE IN THE DEFENSE OF THE CLAIM.

17. COMPLIANCE WITH LAWS. AS BETWEEN THE PARTIES, VALIAUGA NETWORKS SHALL OBTAIN AND MAINTAIN AT ITS OWN EXPENSE ALL LICENSES, APPROVALS AND REGULATORY AUTHORITY REQUIRED BY LAW WITH RESPECT TO VALIAUGA NETWORKS' OPERATION AND PROVISION OF THE SERVICES AS CONTEMPLATED IN THE SERVICES AGREEMENT, AND CUSTOMER SHALL OBTAIN AND MAINTAIN AT ITS OWN EXPENSE ALL LICENSES, APPROVALS AND REGULATORY AUTHORITY REQUIRED BY LAW WITH RESPECT TO CUSTOMER'S USE OF THE SERVICES AS CONTEMPLATED IN THE SERVICES AGREEMENT. UNLESS SPECIFIED OTHERWISE IN THE SERVICES AGREEMENT, EACH PARTY SHALL GIVE ALL NOTICES, PAY ALL FEES AND COMPLY WITH ALL LAWS, ORDINANCES, RULES AND REGULATIONS RELATING TO ITS PERFORMANCE OBLIGATIONS SPECIFIED IN THE SERVICES AGREEMENT. THE SERVICES AGREEMENT IS SUBJECT TO ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWS AND REGULATIONS IN EFFECT IN THE RELEVANT JURISDICTION(S) IN WHICH VALIAUGA NETWORKS PROVIDES THE SERVICES. IF ANY PROVISION OF THE SERVICES AGREEMENT CONTRAVENES OR IS IN CONFLICT WITH ANY SUCH LAW OR REGULATION, THEN THE TERMS OF SUCH LAW OR REGULATION SHALL TAKE PRIORITY OVER THE RELEVANT PROVISION OF THE SERVICES AGREEMENT. IF THE RELEVANT LAW OR REGULATION APPLIES TO SOME BUT NOT ALL OF THE SERVICES BEING PROVIDED UNDER THE SERVICES AGREEMENT, THEN SUCH LAW OR REGULATION SHALL TAKE PRIORITY OVER THE RELEVANT PROVISION OF THE SERVICES AGREEMENT ONLY FOR PURPOSES OF THOSE SERVICES TO WHICH THE LAW OR REGULATION APPLIES. EXCEPT AS EXPLICITLY STATED IN THE SERVICES AGREEMENT, NOTHING CONTAINED IN THE SERVICES AGREEMENT SHALL CONSTITUTE A WAIVER BY VALIAUGA NETWORKS OF ANY RIGHTS UNDER APPLICABLE LAWS OR REGULATIONS PERTAINING TO THE INSTALLATION, CONSTRUCTION, OPERATION, MAINTENANCE OR REMOVAL OF THE SERVICES, FACILITIES OR EQUIPMENT.

18. REGULATORY CHANGES. IN THE EVENT OF ANY CHANGE IN APPLICABLE LAW, REGULATION, DECISION, RULE OR ORDER, INCLUDING WITHOUT LIMITATION ANY NEW APPLICATION OF OR INCREASE IN ANY GOVERNMENT- OR QUASI-GOVERNMENT-IMPOSED FEES OR CHARGES THAT INCREASES THE COSTS OR OTHER TERMS OF VALIAUGA NETWORKS' DELIVERY OF SERVICE TO CUSTOMER, OR, IN THE EVENT OF ANY INCREASE IN POLE ATTACHMENT OR CONDUIT CHARGES APPLICABLE TO ANY FACILITIES USED BY VALIAUGA NETWORKS IN PROVIDING THE SERVICE, CUSTOMER ACKNOWLEDGES AND AGREES THAT VALIAUGA NETWORKS MAY PASS THROUGH TO CUSTOMER ANY SUCH INCREASED FEES OR COSTS, BUT ONLY TO THE EXTENT OF THE ACTUAL INCREASE. VALIAUGA NETWORKS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY CUSTOMER AT LEAST THIRTY (30) DAYS IN ADVANCE OF THE INCREASE. IN SUCH CASE, AND IF SUCH INCREASE MATERIALLY INCREASES THE SERVICE CHARGES PAYABLE BY CUSTOMER UNDER THE SERVICES AGREEMENT FOR THE APPLICABLE SERVICE, CUSTOMER MAY, WITHIN THIRTY (30) DAYS AFTER NOTIFICATION OF SUCH INCREASE, TERMINATE THE AFFECTED SERVICE, PROVIDED CUSTOMER NOTIFIES VALIAUGA NETWORKS AT LEAST FIFTEEN (15) DAYS IN ADVANCE OF CUSTOMER'S REQUESTED TERMINATION DATE. FURTHER, IN THE EVENT THAT VALIAUGA NETWORKS IS REQUIRED TO FILE TARIFFS, RATE SCHEDULES, OR PRICE GUIDES WITH A REGULATORY AGENCY OR OTHERWISE PUBLISH OR MAKE GENERALLY AVAILABLE ITS RATES IN ACCORDANCE WITH REGULATORY AGENCY RULES OR POLICIES RESPECTING THE DELIVERY OF THE SERVICE OR ANY PORTION THEREOF, THEN THE TERMS SET FORTH IN THE APPLICABLE TARIFF, RATE SCHEDULE, OR PRICE GUIDE SHALL GOVERN VALIAUGA NETWORKS' DELIVERY OF, AND CUSTOMER'S USE OR CONSUMPTION OF THE SERVICE. IN ADDITION, IF VALIAUGA NETWORKS DETERMINES THAT OFFERING OR PROVIDING THE SERVICE, OR ANY PART THEREOF, HAS BECOME IMPRACTICABLE FOR LEGAL OR REGULATORY REASONS OR CIRCUMSTANCES, THEN VALIAUGA NETWORKS MAY TERMINATE THE SERVICES WITHOUT LIABILITY, BY GIVING CUSTOMER THIRTY (30) DAYS PRIOR NOTICE OR ANY SUCH NOTICE AS IS REQUIRED BY LAW OR REGULATION APPLICABLE TO SUCH DETERMINATION.

19. ARBITRATION. THIS SERVICES AGREEMENT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES AND OTHERWISE LIMITS THE REMEDIES AVAILABLE TO CUSTOMER IN THE EVENT OF A DISPUTE. SUBJECT TO THE "EXCLUSIONS" PARAGRAPH BELOW, VALIAUGA NETWORKS AND CUSTOMER AGREE TO ARBITRATE DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICES AGREEMENT, THE SERVICES, THE VALIAUGA NETWORKS EQUIPMENT, NETWORK, OR MARKETING OF THE SERVICES. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY BRING AN INDIVIDUAL ACTION ON ANY MATTER OR SUBJECT IN SMALL CLAIMS COURT. THE ARBITRATOR OF ANY DISPUTE OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THIS SERVICES AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF, WHICH MAY ONLY BE SOUGHT IN AN APPROPRIATE COURT OF LAW. NO CLAIM SUBJECT TO ARBITRATION UNDER THIS SERVICES AGREEMENT MAY BE COMBINED WITH A CLAIM SUBJECT TO RESOLUTION BEFORE A COURT OF LAW. THIS SERVICES AGREEMENT MEMORIALIZES A TRANSACTION IN INTERSTATE COMMERCE. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE ARBITRATION PROVISIONS. A. A PARTY WHO INTENDS TO SEEK ARBITRATION MUST FIRST SEND TO THE OTHER A WRITTEN NOTICE OF INTENT TO ARBITRATE, ENTITLED "NOTICE OF INTENT TO ARBITRATE" ("NOTICE"). THE NOTICE TO VALIAUGA NETWORKS SHOULD BE ADDRESSED TO: VALIAUGA NETWORKS, 308 6TH STREET, RACINE, WISCONSIN 53403 ("ARBITRATION NOTICE ADDRESS"). THE NOTICE MUST: (A) DESCRIBE THE NATURE AND BASIS OF THE CLAIM OR DISPUTE; AND (B) SET FORTH THE SPECIFIC RELIEF SOUGHT. IF THE PARTIES DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN THIRTY (30) DAYS AFTER THE NOTICE IS RECEIVED, CUSTOMER OR VALIAUGA NETWORKS MAY COMMENCE AN ARBITRATION PROCEEDING, IN WHICH ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE (INCLUDING THE SCOPE OF THE ARBITRATION CLAUSE), BUT THE ARBITRATOR SHALL BE BOUND BY THE SERVICES AGREEMENT. THE ARBITRATION SHALL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY, "AAA RULES") OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), AS MODIFIED BY THIS SERVICES AGREEMENT, AND THE ARBITRATION SHALL BE ADMINISTERED BY THE AAA. THE AAA RULES AND FEE INFORMATION ARE AVAILABLE AT "WWW.ADR.ORG," BY CALLING THE AAA AT 1-800-778-7879, OR BY WRITING TO THE ARBITRATION NOTICE ADDRESS. B. EACH PARTY SHALL BEAR THE COST OF ANY ARBITRATION FILING FEES AND ARBITRATOR'S FEES THAT SUCH PARTY INCURS INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES OR EXPERT WITNESS COSTS UNLESS OTHERWISE REQUIRED UNDER APPLICABLE LAW. IF THE ARBITRATOR'S AWARD EXCEEDS $75,000, EITHER PARTY MAY APPEAL SUCH AWARD TO A THREE-ARBITRATOR PANEL ADMINISTERED BY THE AAA AND SELECTED ACCORDING TO THE AAA RULES, BY FILING A WRITTEN NOTICE OF APPEAL WITHIN THIRTY (30) DAYS AFTER THE DATE OF ENTRY OF THE ARBITRATION AWARD. THE APPEALING PARTY MUST PROVIDE THE OTHER PARTY WITH A COPY OF SUCH APPEAL CONCURRENTLY WITH ITS SUBMISSION OF THE APPEALS NOTICE TO AAA. THE THREE-ARBITRATOR PANEL MUST ISSUE ITS DECISION WITHIN ONE HUNDRED TWENTY (120) DAYS OF THE DATE OF THE APPEALING PARTY'S NOTICE OF APPEAL. THE DECISION OF THE THREE-ARBITRATOR PANEL SHALL BE FINAL AND BINDING, EXCEPT FOR ANY APPELLATE RIGHT WHICH MAY EXIST UNDER THE FEDERAL ARBITRATION ACT. THE PARTIES MAY AGREE THAT ARBITRATION WILL BE CONDUCTED SOLELY ON THE BASIS OF THE DOCUMENTS SUBMITTED TO THE ARBITRATOR, VIA A TELEPHONIC HEARING, OR BY AN IN-PERSON HEARING AS ESTABLISHED BY AAA RULES. UNLESS VALIAUGA NETWORKS AND CUSTOMER AGREE OTHERWISE IN WRITING, ALL HEARINGS CONDUCTED AS PART OF THE ARBITRATION SHALL TAKE PLACE IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK. C. CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND VALIAUGA NETWORKS ARE WAIVING THE RIGHT TO A TRIAL BY JUDGE OR JURY. CUSTOMER AND VALIAUGA NETWORKS AGREE THAT CLAIMS MAY ONLY BE BROUGHT IN CUSTOMER'S INDIVIDUAL CAPACITY AND NOT ON BEHALF OF, OR AS PART OF, A CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHERMORE, UNLESS BOTH CUSTOMER AND VALIAUGA NETWORKS AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PARAGRAPH IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THESE ARBITRATION PROVISIONS SHALL BE NULL AND VOID AND RENDERED OF NO FURTHER EFFECT WITH RESPECT TO THE SPECIFIC CLAIM AT ISSUE.D. SEVER-ABILITY. IF ANY CLAUSE WITHIN THESE ARBITRATION PROVISIONS IS FOUND TO BE ILLEGAL OR UNENFORCEABLE, THAT SPECIFIC CLAUSE WILL BE SEVERED FROM THESE ARBITRATION PROVISIONS, AND THE REMAINDER OF THE ARBITRATION PROVISIONS WILL BE GIVEN FULL FORCE AND EFFECT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT SOME OR ALL OF THESE ARBITRATION PROVISIONS IS DETERMINED TO BE UNENFORCEABLE FOR ANY REASON, OR IF A CLAIM IS BROUGHT THAT IS FOUND BY A COURT TO BE EXCLUDED FROM THE SCOPE OF THESE ARBITRATION PROVISIONS, BOTH PARTIES AGREE TO WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY TRIAL BY JURY. FOR PURPOSES OF THE FOREGOING SENTENCE ONLY, IN THE EVENT SUCH WAIVER IS FOUND TO BE UNENFORCEABLE, IT SHALL BE SEVERED FROM THIS SERVICES AGREEMENT, RENDERED NULL AND VOID AND OF NO FURTHER EFFECT WITHOUT AFFECTING THE REST OF THE ARBITRATION PROVISIONS SET FORTH HEREIN. E. EXCLUSIONS. CUSTOMER AND VALIAUGA NETWORKS AGREE THAT THE FOLLOWING CLAIMS OR DISPUTES SHALL NOT BE SUBJECT TO ARBITRATION: I. ANY INDIVIDUAL ACTION BROUGHT BY CUSTOMER OR BY VALIAUGA NETWORKS ON ANY MATTER OR SUBJECT THAT IS WITHIN THE JURISDICTION OF A COURT THAT IS LIMITED TO ADJUDICATING SMALL CLAIMS. II. ANY DISPUTE OVER THE VALIDITY OF ANY PARTY'S INTELLECTUAL PROPERTY RIGHTS. III. ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF SERVICE.

20. PROPRIETARY RIGHTS AND CONFIDENTIALITY. A. VALIAUGA NETWORKS' PROPRIETARY RIGHTS. ALL MATERIALS INCLUDING, BUT NOT LIMITED TO, ANY VALIAUGA NETWORKS EQUIPMENT (INCLUDING RELATED FIRMWARE), SOFTWARE, DATA AND INFORMATION PROVIDED BY VALIAUGA NETWORKS, ANY IDENTIFIERS OR PASSWORDS USED TO ACCESS THE SERVICE OR OTHERWISE PROVIDED BY VALIAUGA NETWORKS, AND ANY KNOW-HOW, METHODOLOGIES OR PROCESSES INCLUDING, BUT NOT LIMITED TO, ALL COPYRIGHTS, TRADEMARKS, PATENTS, TRADE SECRETS, ANY OTHER PROPRIETARY RIGHTS INHERENT THEREIN AND APPURTENANT THERETO, USED BY VALIAUGA NETWORKS TO PROVIDE THE SERVICE (COLLECTIVELY "VALIAUGA NETWORKS MATERIALS") SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF VALIAUGA NETWORKS OR ITS SUPPLIERS AND SHALL NOT BECOME A FIXTURE TO THE SERVICE LOCATION. CUSTOMER SHALL ACQUIRE NO TITLE TO, INTEREST OR RIGHT (INCLUDING INTELLECTUAL PROPERTY RIGHTS) IN THE VALIAUGA NETWORKS MATERIALS BY VIRTUE OF THE PAYMENTS PROVIDED FOR HEREIN OTHER THAN THE LIMITED, NON-EXCLUSIVE, AND NON-TRANSFERABLE LICENSE TO USE THE VALIAUGA NETWORKS MATERIALS SOLELY FOR CUSTOMER'S USE OF THE SERVICE. CUSTOMER MAY NOT DISASSEMBLE, RECOMPILE, REVERSE ENGINEER, REPRODUCE, MODIFY, OR DISTRIBUTE THE VALIAUGA NETWORKS MATERIALS, IN WHOLE OR IN PART, OR USE THEM FOR THE BENEFIT OF ANY THIRD PARTY. CUSTOMER SHALL NOT CAUSE OR PERMIT THE DISABLING OR CIRCUMVENTION OF ANY SECURITY MECHANISM CONTAINED IN OR ASSOCIATED WITH THE SERVICES. ALL RIGHTS IN THE VALIAUGA NETWORKS MATERIALS NOT EXPRESSLY GRANTED TO CUSTOMER HEREIN ARE RESERVED TO VALIAUGA NETWORKS OR ITS SUPPLIERS. CUSTOMER SHALL NOT OPEN, ALTER, MISUSE, TAMPER WITH, OR REMOVE THE VALIAUGA NETWORKS EQUIPMENT OR VALIAUGA NETWORKS MATERIALS AS AND WHERE INSTALLED BY VALIAUGA NETWORKS, AND SHALL NOT REMOVE ANY MARKINGS OR LABELS FROM THE VALIAUGA NETWORKS EQUIPMENT OR VALIAUGA NETWORKS MATERIALS INDICATING VALIAUGA NETWORKS (OR ITS SUPPLIERS) OWNERSHIP OR SERIAL NUMBERS. B. CONFIDENTIALITY. CUSTOMER AGREES TO MAINTAIN IN CONFIDENCE, AND NOT TO DISCLOSE TO THIRD PARTIES OR USE, EXCEPT FOR SUCH USE AS IS EXPRESSLY PERMITTED HEREIN, THE VALIAUGA NETWORKS MATERIALS AND ANY OTHER INFORMATION AND MATERIALS PROVIDED BY VALIAUGA NETWORKS IN CONNECTION WITH THIS SERVICES AGREEMENT, INCLUDING BUT NOT LIMITED TO THE CONTENTS OF THIS SERVICES AGREEMENT. CUSTOMER MAY NOT ISSUE A PRESS RELEASE, PUBLIC ANNOUNCEMENT OR OTHER PUBLIC STATEMENTS REGARDING THE SERVICES AGREEMENT WITHOUT VALIAUGA NETWORKS' PRIOR CONSENT. C. SOFTWARE. IF SOFTWARE IS PROVIDED TO CUSTOMER HEREUNDER, VALIAUGA NETWORKS GRANTS CUSTOMER A LIMITED, NON-EXCLUSIVE, AND NON-TRANSFERABLE LICENSE TO USE SUCH SOFTWARE, IN OBJECT CODE FORM ONLY, FOR THE SOLE AND LIMITED PURPOSE OF USING THE SERVICE FOR CUSTOMER'S INTERNAL BUSINESS PURPOSES DURING THE TERM. CUSTOMER SHALL NOT COPY, REVERSE ENGINEER, RECOMPILE, DISASSEMBLE, TRANSLATE, OR ATTEMPT TO LEARN THE SOURCE CODE OF ANY SOFTWARE. UPON TERMINATION OF A SERVICE, THE LICENSE TO USE ANY SOFTWARE PROVIDED BY VALIAUGA NETWORKS TO CUSTOMER FOR SUCH SERVICE SHALL TERMINATE AND CUSTOMER SHALL DESTROY ANY COPIES OF THE SOFTWARE PROVIDED TO CUSTOMER.

21. PRIVACY. VALIAUGA NETWORKS ALSO MAINTAINS A PRIVACY POLICY WITH RESPECT TO THE SERVICES IN ORDER TO PROTECT THE PRIVACY OF ITS CUSTOMERS. THE PRIVACY POLICY MAY BE FOUND ON VALIAUGA NETWORKS' WEBSITE AT VALIAUGA.NET. THE PRIVACY POLICY MAY BE UPDATED OR MODIFIED FROM TIME-TO-TIME BY VALIAUGA NETWORKS, WITH OR WITHOUT NOTICE TO CUSTOMER. CUSTOMER'S PRIVACY INTERESTS, INCLUDING CUSTOMER'S ABILITY TO LIMIT DISCLOSURE OF CERTAIN INFORMATION TO THIRD PARTIES, MAY BE ADDRESSED BY, AMONG OTHER LAWS, THE FEDERAL TELECOMMUNICATIONS ACT, THE FEDERAL CABLE COMMUNICATIONS ACT, THE ELECTRONIC COMMUNICATIONS PRIVACY ACT, AND, TO THE EXTENT APPLICABLE, STATE LAWS AND REGULATIONS. CUSTOMER PROPRIETARY NETWORK INFORMATION AND PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE COLLECTED, USED OR DISCLOSED IN ACCORDANCE WITH APPLICABLE LAWS IS DESCRIBED IN ANY SERVICE TERMS, THE PRIVACY POLICY, AND, IF APPLICABLE, IN VALIAUGA NETWORKS' TARIFF, WHICH ARE INCORPORATED INTO, AND MADE A PART OF, THIS SERVICES AGREEMENT BY THIS REFERENCE. IN ADDITION TO THE FOREGOING, CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT VALIAUGA NETWORKS MAY DISCLOSE CUSTOMER'S AND ITS EMPLOYEES' PERSONALLY IDENTIFIABLE INFORMATION AS REQUIRED BY LAW OR REGULATION, OR THE AMERICAN REGISTRY FOR INTERNET NUMBERS OR ANY SIMILAR AGENCY, OR IN ACCORDANCE WITH THE PRIVACY POLICY OR, IF APPLICABLE, TARIFF(S). IN ADDITION, VALIAUGA NETWORKS SHALL HAVE THE RIGHT (EXCEPT WHERE PROHIBITED BY LAW), BUT NOT THE OBLIGATION, TO DISCLOSE ANY INFORMATION TO PROTECT ITS RIGHTS, PROPERTY OR OPERATIONS, OR WHERE CIRCUMSTANCES SUGGEST THAT INDIVIDUAL OR PUBLIC SAFETY IS IN PERIL.

22. NOTICES. ANY NOTICES OR CONSENTS TO BE GIVEN UNDER THIS SERVICES AGREEMENT SHALL BE VALIDLY GIVEN OR SERVED ONLY IF IN WRITING AND SENT BY NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE FOLLOWING ADDRESSES: VALIAUGA TECHNOLOGY GROUP, INC, 308 6TH STREET, RACINE, WISCONSIN 53403. NOTICES TO CUSTOMER SHALL BE SENT TO THE CUSTOMER BILLING ADDRESS OR AS SET FORTH IN THE SERVICES AGREEMENT. EACH PARTY MAY CHANGE ITS RESPECTIVE ADDRESS(ES) FOR LEGAL NOTICE BY PROVIDING NOTICE TO THE OTHER PARTY. UPON VALIAUGA NETWORKS' REQUEST, CUSTOMER WILL ALSO PROVIDE VALIAUGA NETWORKS WITH A CURRENT EMAIL ADDRESS AND A MOBILE PHONE NUMBER THAT CUSTOMER REGULARLY CHECKS SO THAT VALIAUGA NETWORKS MAY PROVIDE NOTICES AND COMMUNICATIONS TO CUSTOMER BY EMAIL OR TEXT MESSAGE OR OTHER FORMS OF ELECTRONIC COMMUNICATION. IF CUSTOMER PROVIDES A MOBILE PHONE NUMBER CUSTOMER AGREES THAT THEY ARE RESPONSIBLE FOR ANY MESSAGING OR DATA CHARGES OR FEES INCURRED BY SUCH FORM OF COMMUNICATION BY VALIAUGA NETWORKS. IF CUSTOMER DOES NOT WISH TO RECEIVE CALLS, MESSAGES OR TEXTS FROM VALIAUGA NETWORKS, CUSTOMER MAY VISIT VALIAUGA.NET TO MANAGE COMMUNICATION PREFERENCES. CUSTOMER ALSO AGREES TO ALLOW VALIAUGA NETWORKS SIXTY (60) BUSINESS DAYS TO HONOR CUSTOMER'S REQUEST, AND FURTHER AGREES THAT VALIAUGA NETWORKS WILL NOT BE LIABLE FOR ANY CALLS OR TEXTS TO CUSTOMER IN THE INTERIM.

23. MISCELLANEOUS. A. ENTIRE AGREEMENT. THIS SERVICES AGREEMENT, INCLUDING WITHOUT LIMITATION ALL SERVICE TERMS AND INCORPORATED DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS SERVICES AGREEMENT SUPERSEDE ALL PRIOR UNDERSTANDINGS, PROMISES, AND UNDERTAKINGS, IF ANY, MADE ORALLY OR IN WRITING BY OR ON BEHALF OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS SERVICES AGREEMENT, INCLUDING WITHOUT LIMITATION ANY PRIOR CONFIDENTIALITY OR NON-DISCLOSURE AGREEMENT BETWEEN THE PARTIES REGARDING THE PURCHASE AND SALE OF VALIAUGA NETWORKS SERVICES. CUSTOMER SHOULD ALSO CONSULT VALIAUGA NETWORKS' WEBSITE VALIAUGA.NET TO BE SURE CUSTOMER IS AWARE OF VALIAUGA NETWORKS' ACCEPTABLE USE POLICIES, PRIVACY POLICY, NETWORK MANAGEMENT PRACTICES, APPLICABLE TARIFFS AND PRICE GUIDES, AND OTHER POLICIES OR PRACTICES THAT ARE APPLICABLE TO CUSTOMER'S USE OF THE SERVICES (COLLECTIVELY "POLICIES/TERMS"). CUSTOMER'S SIGNATURE ON THE WORK ORDER PRESENTED UPON INSTALLATION OF SERVICES, CUSTOMER'S USE OF THE SERVICES, AND/OR ANY OTHER FORM OF SIGNATURE OR ACTION INDICATING INTENTION TO USE (E.G., ONLINE ACCEPTANCE, E-SIGNATURE OR BREAKING THE SEAL ON THE BOX OF A SELF-INSTALLATION KIT) SHALL BE DEEMED ACKNOWLEDGMENT THAT CUSTOMER HAS READ AND AGREED TO VALIAUGA NETWORKS' POLICIES/TERMS AS A PART OF THIS SERVICES AGREEMENT. VALIAUGA NETWORKS MAY CHANGE THE SERVICES AGREEMENT AND ITS POLICIES/TERMS. CUSTOMER'S CONTINUED USE OF THE SERVICES AFTER NOTICE OF THE CHANGE SHALL BE CONSIDERED CUSTOMER'S ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES, AND THE MOST-RECENT VERSION OF THIS SERVICES AGREEMENT AND THE POLICIES/TERMS CONTROLS CUSTOMER'S RELATIONSHIP WITH VALIAUGA NETWORKS AND VALIAUGA NETWORKS' PROVISION OF SERVICES TO CUSTOMER. B. COUNTERPARTS; ELECTRONIC TRANSACTIONS. THE PARTIES AGREE TO CONDUCT BUSINESS USING ELECTRONIC MEANS INCLUDING USING ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES, EXCEPT AS PROVIDED WITH RESPECT TO NOTICES IN SECTION 22. THIS SERVICES AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH IS AN ORIGINAL, BUT TOGETHER CONSTITUTING ONE AND THE SAME INSTRUMENT. EXECUTION OF A FACSIMILE OR OTHER ELECTRONIC COPY WILL HAVE THE SAME FORCE AND EFFECT AS EXECUTION OF AN ORIGINAL, AND A FACSIMILE OR ELECTRONIC SIGNATURE WILL BE DEEMED AN ORIGINAL AND VALID SIGNATURE. C. ORDER OF PRECEDENCE. EACH SERVICE SHALL BE PROVISIONED PURSUANT TO THIS SERVICES AGREEMENT. IN THE EVENT THAT VALIAUGA NETWORKS PERMITS CUSTOMER TO USE ITS OWN STANDARD PURCHASE ORDER FORM TO ORDER THE SERVICE, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE TERMS AND CONDITIONS HEREOF SHALL PREVAIL NOTWITHSTANDING ANY VARIANCE WITH THE TERMS AND CONDITIONS OF ANY PURCHASE ORDER SUBMITTED BY CUSTOMER, AND ANY DIFFERENT OR ADDITIONAL TERMS CONTAINED IN SUCH PURCHASE ORDER SHALL HAVE NO FORCE OR EFFECT. TO THE EXTENT THAT THE SERVICES AGREEMENT ARE INCONSISTENT WITH ANY APPLICABLE TARIFF, THE TARIFF SHALL CONTROL. D. NO ASSIGNMENT OR TRANSFER. CUSTOMER MAY NOT ASSIGN OR TRANSFER (DIRECTLY OR INDIRECTLY BY ANY MEANS, INCLUDING BY OPERATION OF LAW OR OTHERWISE) THIS SERVICES AGREEMENT AND THE ASSOCIATED SERVICE(S), OR THEIR RIGHTS OR OBLIGATIONS HEREUNDER TO ANY OTHER ENTITY WITHOUT FIRST OBTAINING CONSENT FROM VALIAUGA NETWORKS, AND ANY ASSIGNMENT OR TRANSFER IN VIOLATION OF THIS SECTION SHALL BE NULL AND VOID. VALIAUGA NETWORKS MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS SERVICES AGREEMENT, IN WHOLE OR IN PART, TO AFFILIATES CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH VALIAUGA NETWORKS, OR TO ITS SUCCESSOR-IN-INTEREST IF VALIAUGA NETWORKS SELLS SOME OR ALL OF THE UNDERLYING COMMUNICATIONS SYSTEM(S) WITHOUT THE PRIOR APPROVAL OF OR NOTICE TO CUSTOMER. CUSTOMER UNDERSTANDS AND AGREES THAT, REGARDLESS OF ANY SUCH ASSIGNMENT, THE RIGHTS AND OBLIGATIONS OF VALIAUGA NETWORKS IN THIS SERVICES AGREEMENT MAY ACCRUE TO, OR BE FULFILLED BY, ANY AFFILIATE, AS WELL AS BY VALIAUGA NETWORKS OR ITS SUBCONTRACTORS. E. SEVERABILITY. IF ANY TERM, COVENANT, CONDITION OR PORTION OF THIS SERVICES AGREEMENT SHALL, TO ANY EXTENT, BE HELD TO BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS SERVICES AGREEMENT SHALL NOT BE AFFECTED AND EACH REMAINING TERM, COVENANT OR CONDITION SHALL BE VALID AND ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW AS NEARLY AS POSSIBLE TO REFLECT THE ORIGINAL INTENTIONS OF THE PARTIES. F. FORCE MAJEURE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SERVICES AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DELAY, INCONVENIENCE, LOSS, LIABILITY OR DAMAGE RESULTING FROM ANY FAILURE OR INTERRUPTION OF SERVICES, DIRECTLY OR INDIRECTLY CAUSED BY CIRCUMSTANCES BEYOND SUCH PARTY'S CONTROL, INCLUDING BUT NOT LIMITED TO DENIAL OF USE OF POLES OR OTHER FACILITIES OF A UTILITY COMPANY, LABOR DISPUTES, ACTS OF WAR OR TERRORISM, CRIMINAL, ILLEGAL OR UNLAWFUL ACTS, WEATHER, FIRE, FLOOD, NATURAL CAUSES, MECHANICAL OR POWER FAILURES, FIBER CUTS, GOVERNMENTAL ACTS OR ANY ORDER, LAW OR ORDINANCE IN ANY WAY RESTRICTING THE OPERATION OF THE SERVICES (EACH A "FORCE MAJEURE EVENT"). CHANGES IN ECONOMIC, BUSINESS, OR COMPETITIVE CONDITIONS SHALL NOT BE CONSIDERED A FORCE MAJEURE EVENT. G. GOVERNING LAW; CLAIMS LIMITATION; WAIVER OF JURY TRIAL. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, INTERPRETATION, AND PERFORMANCE OF THIS SERVICES AGREEMENT, EXCEPT THAT ANY CONFLICTS-OF-LAW PRINCIPLES OF SUCH STATE THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION SHALL BE DISREGARDED). ANY LEGAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THE SERVICES AGREEMENT SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT WOULD NOT HAVE JURISDICTION OVER THE MATTER, THEN ONLY IN A NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK. EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THESE COURTS AND AGREES NOT TO COMMENCE ANY LEGAL ACTION UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THE SERVICES AGREEMENT IN ANY OTHER COURT OR FORUM. EACH PARTY WAIVES ANY OBJECTION TO THE LAYING OF THE VENUE OF ANY LEGAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THE SERVICES AGREEMENT IN THE FEDERAL OR STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, AND AGREES NOT TO PLEAD OR CLAIM IN SUCH COURTS THAT ANY SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. ANY CLAIM THAT CUSTOMER WISHES TO ASSERT UNDER THE SERVICES AGREEMENT MUST BE INITIATED NOT LATER THAN ONE (1) YEAR AFTER THE CLAIM AROSE. IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICES AGREEMENT, ITS NEGOTIATION, ENFORCE-ABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND VALIAUGA NETWORKS EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. H. NO THIRD PARTY BENEFICIARIES. THE SERVICES AGREEMENT AND THE PARTIES' RESPECTIVE PERFORMANCE OF OBLIGATIONS AS DESCRIBED ARE NOT INTENDED TO BENEFIT ANY PERSON OR ENTITY NOT A PARTY TO THIS SERVICES AGREEMENT, AND THE CONSIDERATION PROVIDED BY EACH PARTY HEREUNDER ONLY RUNS TO THE RESPECTIVE PARTIES, AND THAT NO PERSON OR ENTITY NOT A PARTY TO THIS SERVICES AGREEMENT SHALL HAVE ANY RIGHTS HEREUNDER NOR THE RIGHT TO REQUIRE PERFORMANCE OF OBLIGATIONS BY EITHER OF THE PARTIES. I. WAIVER. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE FAILURE OF VALIAUGA NETWORKS TO ENFORCE ANY PROVISION OF THIS SERVICES AGREEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS A WAIVER OF SUCH PROVISION OR OF THE RIGHT TO ENFORCE SUCH PROVISION. TO BE LEGALLY BINDING ON VALIAUGA NETWORKS, ANY WAIVER MUST BE IN WRITING. J. REMEDIES CUMULATIVE AND NONEXCLUSIVE. UNLESS STATED OTHERWISE HEREIN, ALL RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS SERVICES AGREEMENT SHALL BE CUMULATIVE, NONEXCLUSIVE AND IN ADDITION TO, BUT NOT IN LIEU OF, ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO THE PARTIES WHETHER PROVIDED BY LAW, IN EQUITY, BY STATUTE OR OTHERWISE. THE EXERCISE OF ANY RIGHT OR REMEDY DOES NOT PRECLUDE THE EXERCISE OF ANY OTHER RIGHTS OR REMEDIES. 

Service Agreement

THE CUSTOMER IDENTIFIED ON A WORK ORDER ("CUSTOMER") HEREBY ACKNOWLEDGES AND AGREES TO THIS VALIAUGA NETWORKS SERVICES AGREEMENT ("SERVICES AGREEMENT") WITH RESPECT TO ANY NON-RESIDENTIAL SERVICE(S) ORDERED BY CUSTOMER AND PROVIDED BY VALIAUGA TECHNOLOGY GROUP UNDER THIS SERVICE AGREEMENT ("SERVICES"). THIS SERVICES AGREEMENT INCLUDES ALL SERVICE-SPECIFIC TERMS OF SERVICE ("SERVICE TERMS"), AND OTHER DOCUMENTS IDENTIFIED HEREUNDER THAT MAY BE FOUND AT VALIAUGA.NET, INCLUDING WITHOUT LIMITATION THE VALIAUGA NETWORKS PRIVACY POLICY, EACH OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND AS MAY BE UPDATED FROM TIME TO TIME. THE SERVICE TERMS FURTHER DESCRIBE VALIAUGA NETWORKS SERVICES AND SET FORTH ADDITIONAL TERMS AND CONDITIONS FOR EACH APPLICABLE SERVICE. FOR PURPOSES OF THIS SERVICES AGREEMENT, ALL REFERENCES TO VALIAUGA NETWORKS MEAN VALIAUGA TECHNOLOGY GROUP, INC AND ANY OF ITS AFFILIATES OR SUBSIDIARIES PROVIDING CUSTOMER THE SERVICES (INCLUDING THIRD PARTIES IT MAY RETAIN TO PROVIDE THE SERVICES). CUSTOMER AND VALIAUGA NETWORKS MAY BE REFERRED TO COLLECTIVELY AS THE "PARTIES" OR EACH INDIVIDUALLY AS A "PARTY." CUSTOMER'S SIGNATURE ON THE WORK ORDER PRESENTED UPON INSTALLATION OF SERVICES, CUSTOMER'S USE OF SERVICES, AND/OR ANY OTHER FORM OF SIGNATURE OR ACTION INDICATING INTENTION TO USE (E.G., ONLINE ACCEPTANCE, E-SIGNATURE OR BREAKING THE SEAL ON THE BOX OF A SELF-INSTALLATION KIT) ARE EVIDENCE OF CUSTOMER'S AGREEMENT TO THIS SERVICES AGREEMENT. VALIAUGA NETWORKS MAY CHANGE ITS PRICES, FEES, THE SERVICES, AND/OR THE SERVICE TERMS. CUSTOMER'S CONTINUED USE OF THE SERVICES AFTER NOTICE OF THE CHANGE SHALL BE CONSIDERED CUSTOMER'S ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES, AND THE MOST-RECENT VERSION OF THIS SERVICES AGREEMENT CONTROLS CUSTOMER'S RELATIONSHIP WITH VALIAUGA NETWORKS PROVISION OF SERVICES TO CUSTOMER. THE CURRENT VERSION OF THE SERVICE AGREEMENT AND ALL INCORPORATED DOCUMENTS MAY BE FOUND AT VALIAUGA.NET UNDER "TERMS OF SERVICE/POLICIES.". CUSTOMER MAY NOT MODIFY THIS SERVICES AGREEMENT, THE SERVICE TERMS, OR THE VALIAUGA NETWORKS PRIVACY POLICY BY MAKING ANY TYPED, HANDWRITTEN, OR ANY OTHER CHANGES TO IT FOR ANY PURPOSE. THIS IS A BINDING LEGAL DOCUMENT. IF A PORTION OF THE SERVICES IS TERMINATED, OR ANY ASPECT OF IT IS CHANGED, ANY REMAINING SERVICE OR REPLACEMENT SERVICE WILL CONTINUE TO BE GOVERNED BY THIS SERVICES AGREEMENT. BY AGREEING TO THIS SERVICES AGREEMENT, CUSTOMER ACKNOWLEDGES THAT: (1) THE SERVICES AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION, WHICH PROVIDES THAT THE PARTIES DESIRE TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE SERVICES AGREEMENT THROUGH ARBITRATION; AND (2) BY AGREEING TO ARBITRATION, CUSTOMER IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY AND TO BRING CLAIMS AS CLASS ACTIONS.