VoIP Service Agreement

Services

This Agreement establishes terms and conditions governing the provision and use of services purchased by Customer from T3 VoiceNet, LLC. Services provided hereunder are enhanced services and are not subject to regulation as telephony services unless ruled otherwise by applicable state or federal authority.

Customer Acknowledgements

The term of the Customer Services Agreement commences on the Effective Date and continues for one (1) year. T3 VoiceNet may provide Customer Premise Equipment (CPE); title does not transfer to Customer. T3 VoiceNet retains access rights to related CPE in the event of default or termination, or on at least 30 days written notice. T3 VoiceNet may review Customer credit and may require a security deposit based on anticipated monthly billing. Services are subject to rates, terms and conditions in the CSA, General Terms and Conditions and applicable Service Orders.

1. Provision of Service

T3 VoiceNet will provide services described in each Service Order. Service Orders may specify prices, features, locations, duration, service types, implementation procedures and other appropriate terms. Where a Service Order conflicts with this Agreement, the Service Order controls. Services, additions and modifications are subject to availability. Billing begins when a new service or modification is provisioned. Neither party may adjust, align, repair, relocate or remove the other party’s equipment except as authorized in writing.

2. Agency Authorization

Customer authorizes T3 VoiceNet to act as its agent as necessary to provide Service, including ordering support services or facilities and increasing, adding to, terminating, removing or rearranging services or facilities for Customer.

3. Credit Approval

Customer shall comply with T3 VoiceNet credit approval policies and procedures and acknowledges that T3 VoiceNet may withhold implementation of Service pending credit approval.

4. Term

The term begins on the date the first Services are installed and available for use under the initial Service Order and continues for one year unless sooner terminated. On expiration of the Initial Term, the Agreement and existing Service Orders continue automatically for additional one-month terms unless either party provides written notice at least thirty (30) days before the end of the then-current term.

5. Service Charges and Payment

Prices are specified in the applicable Service Order. Price, availability and configuration may change at the end of the Initial Term or a renewal term. Unless otherwise specified, usage-based service is invoiced monthly in arrears and other services monthly in advance. Customer shall pay amounts owed within fifteen days after invoice date and is responsible for applicable taxes, fees and charges. T3 VoiceNet may assess a late charge of 1.5% per month on unpaid amounts.

6. Termination

Customer may terminate for material breach by T3 VoiceNet not cured during a thirty-day notice period, or by written notice within ninety days of the initial Service Order if not satisfied with service quality, subject to payment of applicable unpaid, installation, disconnection or prorated charges. T3 VoiceNet may suspend or terminate for cause including nonpayment, breach of this Agreement or AUP, insolvency or similar events. Early cancellation may result in termination charges including remaining monthly recurring charges as provided by the Agreement.

7. Interruption of Service

For qualifying service interruptions, Customer may be entitled to a prorated credit where the interruption is not caused by Customer fault, planned maintenance or circumstances beyond T3 VoiceNet’s control. Credits begin when T3 VoiceNet receives notice or has actual knowledge of an outage and cease when service is restored. No credit is allowed for outages of less than 30 minutes. Customer must notify T3 VoiceNet when a credit is due.

8. Limitation on Liability

Customer acknowledges that use of Services and equipment and provision of backup power are at Customer’s risk. T3 VoiceNet is not liable for lost revenue, profits or direct, incidental, special, punitive, indirect or consequential damages resulting from service failures, carrier acts or omissions, power outages, equipment or facility failure, call failures, voice degradation or circumstances beyond reasonable control. E911 calls may not complete during a service or power failure, and Customer is responsible for functional premise equipment and available power.

9. Warranties

Except as expressly set forth in the Agreement and applicable Service Order, T3 VoiceNet makes no warranties, representations or other agreements, express or implied, with respect to Service, including implied warranties of merchantability or fitness for a particular purpose. Except with respect to indemnification, T3 VoiceNet’s liability for claims under the Agreement will not exceed sums actually paid by Customer for the Service giving rise to the claim.

10. Indemnification

Each party shall indemnify and hold the other harmless from bodily injury, including death, or damage to tangible property caused by negligence or willful misconduct of the indemnifying party or its employees, agents or invitees in connection with this Agreement.

11. Equipment and Location

Customer will not allow T3 VoiceNet facilities or equipment to be rearranged, moved, modified, repaired or relocated without consent and will not create or allow liens or encumbrances on such facilities or equipment. Customer is responsible for loss or damage to T3 VoiceNet equipment during the term. Relocation may incur additional installation and related charges. T3 VoiceNet equipment must be returned at expiration or termination, subject to reasonable wear and tear.

12. General

Customer and end users must comply with T3 VoiceNet’s Acceptable Use Policy. Customer may not assign the Agreement without prior written consent. Texas law governs the Agreement and venue resides in Midland County, Texas. Notices must be in writing and delivered using an approved delivery method. The Agreement and attachments constitute the entire agreement and may be modified only in a writing signed by both parties.

End User Authorization for Local and Long Distance Service

Customer authorizes T3 VoiceNet to act as agent as necessary to transfer local telephone service and inter-LATA long-distance telephone service from the existing provider to T3 VoiceNet.

End User Acknowledgement of E911 Service Limitations

T3 VoiceNet E911 service will not function during a broadband or power outage, or if broadband, Internet or T3 VoiceNet service is suspended or terminated. If a telephone is moved to a physical location different from the address T3 VoiceNet has on file, emergency personnel may receive incorrect location or callback information. Certain service features may also cause incorrect address or callback information in an E911 call.