I. TERMS AND CONDITIONS

1. Services. Hunter Communications agrees to provide to Customer and Customer agrees to procure from Hunter Communications certain communication services to be described in this Agreement ("Services"). Customer agrees to purchase the Services for the Contract Term as set forth in this Agreement. Subject to the earlier termination provisions set forth herein, at the end of the Contract Term, this Agreement will automatically continue on a month-to-month basis until terminated by either party upon 30 days written notice ("Renewal Term(s)"). Customer will be responsible for all services extended beyond the demarc at a standard rate of $1 00 per hour plus drive time, equipment and any other assets needed to complete the job under contract.

2. Rates and Charges. Rates and charges will be set forth in Section II (Services and Equipment) of Customer’s Agreement and will commence on the Installation Date. Any monthly recurring charges ("MRC") will be billed in advance each month. A Materials Deposit in the amount of 50% of the total Nonrecurring Charges (“NRC) will be required on this project prior to commencement. 100% of all equipment based NRC payments shall be due prior to commencement. The remaining NRC will be billed on the first invoice after the Installation Date, or if the NRC are incurred after the Installation Date, such charges will be billed on the next subsequent invoice. Contractor shall, after notice from Customer, commence work. At such time, Contractor may designate and continue diligently in the performance of such work. Contractor shall employ sufficient crew, work sufficient hours and/or shifts so as to complete the requirements within the time frames noted on this contract; if no time frames for completion are provided in this contract, Contractor shall complete all service activation requirements within a reasonable period of time not to exceed 90-days after the estimated start date. Estimated start date: (5) five days or sooner, after notice to proceed has been given by Customer, materials have been received and all preparatory and preliminary requirements of this proposal have been satisfied, including the receipt of all necessary technical information from the Customer and any work or construction permits associated with the project. Contractor will not be held responsible or penalized for any delays due to the activities of others. Contractor shall not be held liable for acts of God, act of war or any adverse weather conditions or in underground construction the obstruction of natural materials such as rocks, bedrock, and excessive tree roots resulting in the delays in production or destruction of real or personal property. Additional material or labor needed to complete installation resulting from any such delays and/or damages shall require prior authorization by both parties in the form of a signed “Change Order.”
Hunter Communications may adjust the rates and charges for the Renewal Terms upon written notice provided at least 90 days prior to the end of the Contract Term or any Renewal Term hereof. Payments are due 30 days after invoice. Hunter Communications may assess a late fee of 1 1/2% per month (not to exceed the maximum rate allowed under state law) on all balances not paid when due. Hunter Communications has the option to suspend services until payment is made. Termination of Services may follow. All payments hereunder will be in U.S. dollars. Customer is responsible for payment of any and all federal, state and local taxes, charges or surcharges imposed on or based upon the provision, sale or use of Hunter Communications' services (excluding taxes based upon Hunter Communications' income). Hunter Communications will collect all such taxes, charges, and surcharges unless Customer provides Hunter Communications for any and all costs, claims, taxes, charges, and surcharges levied against Hunter Communications relative to such exempt status. Customer is responsible for maintaining and keeping all internal wiring on their premises in acceptable working condition.

3. Tariff Application, Taxes, Fees. Customer acknowledges that the Services may be subject, in whole or in part, to one or more provisions of state or federal tariffs which may be or filed by Hunter Communications. Customer agrees to pay any applicable taxes, franchise fees or other governmental charges imposed upon Hunter Communications by governing body with jurisdictional authority over this service or for use of public right of ways and easements. In the event of any conflict between any provision of the Agreement and any provision of such tariff, the provision of such tariff will control. This Agreement and the Services will be subject to such modifications as may be required or authorized by any regulatory agency in the exercise of its lawful jurisdiction.

4. Compliance with Law. This Agreement is Subject to all applicable federal, state and local laws, and regulations, rulings, orders, and other actions of governmental agencies ("Rules"), and the obtaining and continuance of any required approvals, authorizations, or tariffs filed with the FCC or any other governmental agency. Hunter Communications will use its good faith reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any such Rule adversely affects the Services or requires Hunter Communications to provide Services other than in accordance with the terms of this Agreement, either party may, without liability to the other party, terminate the affected Services upon 30 days prior written notice to the other party. In performing their obligations under this Agreement, the parties will comply with all applicable federal, state and local laws, regulations, rules and orders.

5. Maintenance and Upgrade of Facilities. Hunter Communications will maintain its facilities and equipment used to provide the Services at no additional charge, except where work or service calls result from failure or malfunction in, or improper operation of, Customer's facilities and/or equipment. In such event. Customer will reimburse Hunter Communication for the reasonable cost of the required maintenance at Hunter Communications' standard time and material rate plus any taxes imposed upon Hunter Communications related to such maintenance. Hunter Communications reserves the right to suspend service, not during regular business hours, for scheduled maintenance or planned enhancements or upgrades to Hunter Communications' network with at least 48 hours' notice to and approval by Customer. After at least 48 hours' notice, Customer will grant Hunter Communications or cooperate with Hunter Communications in obtaining reasonable access to its premises for the installation, operation, removal, repair and maintenance of the facilities and equipment for the services hereunder.

6. Limited Warranty. Hunter Communications will use reasonable efforts, according to industry standards to provide Services on a 24-hour-a-day, 7-day-per-week basis. Hunter Communications does not warrant that Services will be provided without interruption. In case of a Services interruption of more than 12 hours caused by Hunter Communications, Hunter Communications will credit Customer with Hunter Communications' service charge for the period during which the Services were interrupted. Such credit will not be given for Services interruption caused by Customer or by activities or facilities furnished by Customer or third parties. Hunter Communications will not be held responsible for service issues due to faulty internal wiring. Hunter Communications MAKES THIS WARRANTY IN LIEU OF ALL OTHER WARRANTIES AND MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Limited Liability. Hunter Communications' liability and the exclusive remedy of Customer for damages associated with the installation, provision, termination, maintenance, repair or restoration of Services, will be solely limited to an amount no greater than Customer's actual damages provided, however, that IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF USE, INCOME OR PROFITS, OR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, any right, remedy, obligation or liability under or by reason of this Agreement, except as expressly provided in this Agreement. The provisions of this Paragraph 7 will survive the termination of this Agreement and any Sales Order(s) issued hereunder.

8. Indemnification. Hunter Communications and Customer will indemnify, hold harmless, and defend the other, its officers, directors, affiliated companies, employees, agents and subcontractors from liabilities, claims or damages arising out of personal injury or death or damage to property to the extent caused by the indemnifying party's breach of any representation, warranty, term or provision herein or to the extent caused by the acts or omissions of such party, its employees, agents or subcontractors in its performance hereunder. The provisions of this Paragraph 8 will survive the termination of Services hereunder.

9. Confidentiality. The parties may have access to certain information, the ownership and confidential status of which is highly important to the other party is treated or designated by one of the parties as confidential (herein referred to as "Confidential Information"). Neither party will disclose the other party's Confidential Information, directly or indirectly under any circumstances, to any third person without the express written consent of the other party, and neither party will copy transmit, reproduce, summarize, quote, or make commercial or other use whatsoever of the other party's Confidential Information, except as may be necessary to perform its duties hereunder. Each party will exercise the highest degree of care in safeguarding the other party's Confidential Information against loss, theft, or other inadvertent disclosure and take all steps necessary to maintain such confidentiality. The provisions of this Paragraph 9 will survive the termination of this Agreement.

10. Termination. Either party may terminate this Agreement upon 30 days written notice to the other party. Upon early termination for any reason, other than material breach by Hunter Communications, any and all installation waivers, all rates and charges actually incurred up to the date of termination, as well as the full amount otherwise due to Hunter Communications over the full term of this agreement, will become immediately due and payable by Customer to Hunter Communications. If contract is breached before 50% of the term customer will be responsible for 100% of the remainder of set term. If contract is breached within 50%-75% of set term customer will be responsible for 50% of the remainder of set term. If contract is breached at or after 75% of set term customer will be responsible for 30% of the remainder of set term. Customer will be responsible for full cost of circuit upon installation of said circuit.

11. Force Majeure. In the event that either party's performance is delayed, prevented, or inhibited because of any Act of God, fire, casualty, delay or disruption in transportation. flood, war, strike, lockout, epidemic, destruction or shut-down of facilities, shortage or curtailment, riot, insurrection, governmental acts or directives, or any cause beyond such party's reasonable control, the party's performance will be excused. The occurrence of such an event will not constitute grounds for a declaration of default by either party hereunder.

12. General. Customer may not assign its obligations hereunder without the prior written consent of Hunter Communications. Any amendment must be in writing and signed by the parties hereto. The failure of either party to insist upon the performance of any provision or to exercise any right granted hereunder, will not be construed as a waiver of such provision(s), and the same will continue in full force. If any provision hereof is held to be invalid, void, or unenforceable, the remainder of the provisions will nevertheless remain unimpaired and in effect. The various rights and remedies given to or reserved by either party herein or allowed by law, are cumulative, and no delay or omission to exercise any of its rights will be construed as a waiver of any default or acquiescence, nor will any waiver of any breach or any provision be considered a condonement or any continuing or subsequent breach the same provision. This Agreement will be governed by and interpreted in accordance with the laws for the State where the Services are to be provided.

13. Attorney Fees. The prevailing party in any legal proceeding brought under or with respect to this Agreement may recover from the non-prevailing party all costs of such proceeding as well as reasonable attorney fees.

14. Credit Checking. Customer consents to and authorizes the release to Hunter Communications, or its agent, by any third party of Customer's credit history information. A copy of this Agreement shall have the same force and effect as the original.

15. 911 & Emergency Services. Hunter is in full compliance with FCC Mandate 05-116, which states that all VoIP service providers must enable 911 calling and provide callback and location information for their Customers. To facilitate said compliance, Customer shall provide accurate physical end-user service location(s), so that emergency services personnel will be able to locate any customer dialing 911. Hunter will provide Customer with a method to update the physical location(s) they have registered with the provider. All 911 calls, as well as a callback number and the caller’s registered physical location, will be transmitted to the appropriate emergency services call center or local emergency authority. Hunter will provide Customer with a list of circumstances under which 911 service may not be available through Hunter provided service or may in some way be limited in comparison to traditional 911 service. Hunter will distribute labels to Customer warning them if 911 service may be limited or not available and Customer will place the labels on and/or near the equipment used in conjunction with the applicable phone service. Customer shall comply with all Hunter policies and conditions listed therein and will provide Hunter with affirmative acknowledgement indicating that they are aware of and understand the limitations of their 911 service. Further, Customer acknowledges that the Services may be subject, in whole or in part, to a small fee related to the provision of 911 services. Any such fee(s) will be set forth as separate line item(s) on Customer’s monthly invoice; line item(s) shall be listed as “E911.”