N2Net strives to provide fast and economical Internet access to Corporation (“CLIENT”). Please review the following terms, policies, and conditions of (N2Net.) The terms, policies and conditions will establish a binding contract (AGREEMENT) between the CLIENT and N2Net. Explained in the terms, policies and conditions are the obligations N2Net has to the CLIENT, and the CLIENT’S obligations to N2Net when using N2Net Internet services, including but not limited to dial-up, ISDN, SDSL, ADSL, T1, T3, Wireless, DNS Hosting, Web Content Hosting, Email, Co-location, Dedicated Servers, Bandwidth, VoIP, DID Numbers, 800 Service, IVR and network consulting. N2Net, a New Age Consulting Service, Inc. Company Terms and Conditions for Service Activation Forms

1. Definitions.
   • A. “Activation Date” is the first date N2Net activates Service(s) for the Client. N2Net does not guarantee installation dates as these dates are estimates;
   • B. “Activation Form” is the attached Service Activation Form which identifies the services provided, Initial Term, and Client obligated to this Service Agreement;
   • C. “Client” is person or entity identified as the client on the Activation Form, including its affiliates, subsidiaries and assigns;
   • D. “Client Premise Equipment” is any equipment or hardware (Client owned or 3rd party- owned) not provided by N2Net, but used in conjunction with or performance of the Service(s) or Device(s);
   • E. “Device(s)” is any equipment or hardware provided to a Client in performance of this Service Agreement;
   • F. “Effective Date” is the date of execution of this Agreement specified on the Activation Form;
   • G. “Initial Term” is the specified period of time, typically set in consecutive months, on the Activation Form, starting from the Activation Date and remains in effect until the expiration as set forth in the Activation Form;
   • H. “Local Loop” is the wired connection from a telecommunication carrier’s switching equipment in a locality to the Client’s location;
   • I. “Network Access Port (NAP)” is a public network exchange facility where Internet Service Providers (ISPs) can connect with one another in peering arrangements.
   • J. “Service Fees” refer to all Recurring and Non-recurring charges, fees, and taxes, (which may include Service/Device installation and activation charges, measured and usage- based charges, local, long distance, international usage charges, equipment fees, shipping and handling, directory assistance and operator services calling charges, and equipment and facilities charges) as set forth on the Activation Form; and
   • K. “Term of Service” is the designation for the current term of services provided under this Agreement, (whether Initial Term or Renewal Term), between Client and N2Net.
2. Service Description. N2NET agrees to provide Client with communication service(s) and/or certain device(s) (collectively, the “Service(s)”) that meets the specifications set forth on the Activation Form. N2NET will provide the Service in a workmanlike manner, consistent with generally applicable industry standards for quality and reliability.
3. Term & Renewal Terms. This Agreement shall commence on the Activation Date and be effective for the Initial Term. This Agreement shall automatically renew for additional terms of equal duration (each a “Renewal Term”) unless either party gives written notice to cancel or modify the Agreement to the other party thirty (30) days prior to the expiration date of the Initial Term or any Renewal Term.. N2Net requires 30 days advanced written notice prior to the monthly bill date, for termination requests (e.g., with a bill date each month of the 8th, a termination request received on July 15, would result in a termination date of September 8th). This Agreement may not be terminated by verbal notice. Client’s failure to provide written notice of termination as provided herein before the expiration of the Initial Term will result in the Client being bound by the terms, conditions, fees, costs, and expenses for the Renewal Term as specified herein.
4. Fees & Billing. Clients shall pay all Service Fees in accordance with schedule(s) set forth in the Activation Form and terms within this Agreement. Unless otherwise stated on the Activation Form, Client agrees to remit payment for the “Due-Upon-Signing” fee concurrently with the execution of the Activation Form. Service Fees shall be billed by invoice (“Invoice”) to Client monthly commencing upon the Activation Date. Invoices are payable within Net 10 (ten days of the Invoice date), unless otherwise specified and approved by N2Net in writing. Client must bring any billing error to N2NET’s attention (send notice to N2Net Care Billing Department: billing@n2net.net) within seven (7) days after the date appearing on the applicable Invoice or Client waives its right to a refund or credit associated with such billing error. N2NET shall not defer any charges while Client awaits reimbursement, subsidy, discount, or credit from any third party or government entity, and Client shall have the obligation to pay all charges regardless of the status of any reimbursement, subsidy, discount, or credit. All unpaid balances on past due invoices are subject to an interest rate of 1.5% per month with a minimum charge of twenty dollars ($20.00) per month.
   • A. Payment Obligations. Client agrees to pay the invoice on or before the due date specified on the Invoice, in advance and not in arrears of service. Client’s failure to remit payment after the tenth (10th) day of receipt of Invoice notice shall be subject to Service suspension. If Client continues to fail to remit payment after the fifteenth (15th) day following receipt of Invoice notice, then the Client will have defaulted under this Agreement and may be subject to termination of Service without further notice. Changes in the Bandwidth/Service Type as specified by the Client during the month shall be pro-rated for the remainder of the month with said prorated Invoice due on or before the due date on the Invoice.
   • B. Invoices. N2Net will not mail monthly invoices via US Postal Service, nor email Invoice copies to Client. Notification of monthly Invoices will be sent to Client’s billing contact email address on file. The Client agrees to log onto N2Net’s secure portal to retrieve the Invoices for remittance.
   • C. Method of Payment. Unless otherwise agreed upon in writing by the parties, by agreeing to this Service Agreement, Client authorizes N2Net to automatically charge the credit card or debit the debit card that client has authorized and provided to N2Net to hold on file each month for the total balance due on Client’s monthly Invoice. Client agrees that the credit or debit card provided for automatic monthly payments to N2Net is and will continue to be an account under Client’s control, and that Client agrees to maintain sufficient availability under its credit card limit, or sufficient funds in the account linked to the debit card, as applicable, to pay the monthly Invoice. The total balance due on the Invoice may vary from month to month depending on the Services provided by N2Net. The monthly Invoice will constitute notice of any variance in the amount that will be automatically charged to the credit card or debited to the debit card from month to month. Client may cancel the automatic recurring charge payment authorization by contacting N2Net. N2Net reserves the right to cancel this automatic recurring payment option at any time in writing and after all amounts owed to N2Net are paid in full. If the automatic recurring charge payment option is cancelled, Client is responsible for providing a substitute option acceptable to N2Net for payment of the total amount due on the Invoice each month. Any returned check or declined credit or debit card payment will result in a $25.00 charge posted to the Client’s account.
   • D. Taxes. Client shall pay all federal, state, and local taxes, government fees, charges, surcharges, or similar exactions imposed on the Services that are the subject of this Agreement including but not limited to state and local sales and use taxes, telecommunications taxes, federal and state universal service fund fees and/or state and local regulatory fees to the extent applicable. All fees or taxes shall be added to Client’s Invoice in the form of a surcharge included on Client’s Invoice.
   • E. Fee Modification.
     • i. N2Net Modifications. N2NET may change its fees by providing Client written notice prior to the end of the Term of Service. Fee increases shall be capped at a 5% increase for voice services and the then current rate for internet and data services. If Client has not provided N2NET written notice within at least thirty(30) days that it desires to terminate the Service, as required by the Termination provision in Section 5, the Service shall continue in accordance with the new fee schedule. Any changes in N2NET’s fees and charges after the Effective Date shall become effective at the beginning of any Renewal Term, and costs of any necessary hardware shall be priced at the current market prices in effect at time of any hardware purchase. N2NET may not order hardware and telecommunications circuits until all applicable initial fees are received in accordance with this Agreement.
     • ii. Outside Modifications. Client understands that all fees and charges specified herein are exclusive of shipping fees, applicable sales taxes, use charges, assessments of any other applicable government fees or tariffs as may be imposed by the government relating to the Service from time to time and agrees to pay them on or before the due date specified on the invoice. Any price escalation imposed by any government action or tariff affecting either a supplier of N2NET or effecting N2NET shall permit N2NET to adjust its pricing in accordance with such government action or tariff immediately.
   • F. Non-Standard Installation & Trip Charges. Non-standard installation support will incur time and materials billing at the current hourly rate as of the date the work is performed. A Trip Charge of $75 will be assessed due to lack of access to Client facility not caused by N2Net.
   • G. Relocation Fees. If Client requires that the initial connection be disconnected and reconnected to a different location, Client agrees to pay any fees assessed by the local telecommunications carrier for circuit relocation to Client’s serviced location and for any disconnect and installation charges that may be charged by the local carrier and/or N2NET.
5. Termination
   • A. Either Party may terminate the Service(s): (a) unless otherwise specified in this Agreement, upon thirty (30) days written notice to the other Party of the other Party’s material breach of the Service Agreement or the applicable Activation Form, provided that the material breach is not cured within the thirty (30) day period; or (b) immediately, in the event that 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 debtors, initiates any proceeding seeking general protection from its creditors (each a “Bankruptcy Event”).
   • B. In addition, N2Net may immediately terminate or suspend Client’s use of the Service if the use causes any fraudulent or illegal activity, or violates N2NET’s Acceptable Use Policy, (whether or not knowingly caused or permitted by Client), which results in a material degradation of the N2NET network, as determined in N2Net’s reasonable discretion. If N2Net determines a Service suspension is necessary, N2Net will make a commercially reasonable effort to provide Client advance notice and a right to cure period of up to 3 days. N2Net reserves the right to reconnect Services only upon receipt of written notice that the degradation has been remedied with an explanation as to how the Client has remedied the prohibited use. In the event of a suspension of Service, N2NET may require the payment of reconnect or other charges before restarting the suspended Service. All charges and Service Fees under this Service Agreement shall continue to accrue during any service suspension.
   • C. Upon the Termination or expiration of this Agreement N2NET’s obligations under this Service Agreement shall cease and Client shall promptly pay all amounts due and owing to N2NET for Service delivered prior to the date of Termination or expiration, including but not limited to:
     • A. All unpaid amounts of Service Fees provided through the date of termination; and
     • B. For terminations before the expiration of the Initial Term for any reason other than a breach by N2Net, Client shall pay:
       • a) the remaining monthly Service Fees for the duration of the Initial Term; and
       • b) All Local Loop and Network Access Port disconnect fees.
   • D. Client shall return to N2NET upon termination all Device(s) and equipment received under this Agreement within fourteen (14) days of termination of Service. All Device(s) and equipment must be returned in the same condition as when received, ordinary wear and tear accepted, accompanied by original proof of purchase together with the original packaging, parts, accessories, and related documentation. Client shall reimburse N2Net for the reasonable and documented costs of the repair or replacement, at N2Net’s discretion, of any Device not returned in accordance with the provisions stated under this Section 5.
   • E. Upon the termination of Service, N2Net may, in its reasonable discretion, agree to transfer or port the telephone number associated with the Client if the following requirements are met: a) the new service provider is able to accept such transfer, b) the Client’s account is properly terminated with N2Net, including all account payments are current, and c) Client provided a written request to transfer the associated telephone number upon termination.
6. Collection Fees. If N2NET must pursue any collection action for any unpaid balances or Service Fees, N2NET shall be entitled to all reasonable collection fees and costs, including reasonable attorney fees, plus N2NET will remain entitled to pursue any remedies available in law or in equity.
7. Use of Service. IP Address space (“IP Address”) shall be provided to Client by N2NET for Client’s use during the Term of this Agreement in accordance with the TCP/IP Block Allocation Usage Fee specified on the Activation Form. IP Addresses are issued to Clients on a use basis only and Client receives no ownership rights to any IP Addresses issued for Client’s use by N2NET. Client agrees that IP Addresses shall be used in compliance with N2NET’s Acceptable Use Policies. Upon any termination or expiration of this Agreement, Client shall return all IP Addresses issued by N2NET to Client within three (3) calendar days of the effective date of termination or expiration. N2NET agrees to perform any necessary maintenance or service of the N2Net network as may be required from time to time and may suspend the Service immediately, without specific written or advance notice if and so long as reasonably necessary to perform any necessary maintenance or service of the network without adjustments. Notwithstanding any of the above, N2Net will make a commercially reasonable effort to provide advance notice to Client in the event emergency maintenance is required.
8. Client Obligations.
   • A. All existing or newly acquired Client Premise Equipment used in conjunction with any Service(s) or Device(s) provided under this Services Agreement must be compliant with N2NET equipment requirements and policies. The Client must obtain written approval from N2Net to use all Client Premise Equipment with any N2Net Device or Service provided. Failure to receive written approval from N2NET regarding Client’s use of Client Premise Equipment with N2Net Services or Devices will absolve N2Net from any liability, obligation or responsibility whatsoever to monitor Client’s connection, and warrant or guarantee Service quality or reliability in performance under this Service Agreement. Client may not broadcast using BGP, OSPF, RIP, or other routing protocol, any routes that have not been approved in writing or email by N2NET.
   • B. Client shall notify N2NET’s Network Operations Center (NOC) during regular business hours of any planned and /or intentional network disruption or disconnection that Client expects to occur after regular business hours that could cause alerts on N2NET’s monitoring system. Client may use the Service to send and receive both commercial and non-commercial traffic. Client agrees to be responsible for all operations and maintenance of Client’s LAN and any other network operated by the Client, unless otherwise specified in this Agreement.
9. Prohibited Uses of Services. N2Net reserves the right to immediately modify, suspend or terminate Client’s Service under Section 5 if it is determined, in N2Net’s sole and absolute discretion, that Client has at any time used the Service in violation of the terms of this Agreement, which includes but is not limited to N2Net’s Acceptable Use Policies (“AUP”), which may be found here or at the following address: http://www.n2net.net/acceptable-use-policy. Client is also prohibited from doing the following:
   • A. Client shall not resell the Service or the Device to another party without proper written consent from N2Net.
   • B. Client is prohibited from using the Service or Device for autodialing, continuous or extensive call forwarding, telemarketing (including without limitation, charitable, or political solicitation or poling), fax or voicemail broadcasting or fax or voicemail blasting.
   • C. Client shall not attempt to hack or otherwise intentionally disrupt the Service(s) or make any use of the Service(s) that is inconsistent with its intended purpose.
10. Acceptable Use Policies. Client acknowledges that it has reviewed and shall abide by N2Net’s Acceptable Use Policies (“AUP”), which may be found here or at the following address: http://www.n2net.net/acceptable-use-policy
11. N2Net Network Maintenance. N2NET agrees to perform any routine maintenance or service of the N2Net network as may be required from time to time and will provide notice to Client seven (7) days prior to maintenance event of any potential disruption to Service. N2Net reserves the right to suspend or disrupt its provided Service immediately, without specific written or advance notice, upon N2Net’s reasonable determination and discretion that immediate action is reasonably necessary to perform emergency or necessary maintenance or service of the network. Notwithstanding any of the above, N2Net will make a commercially reasonable effort to provide advance notice to Client in the event emergency maintenance is required.
12. AUP. Client agrees to be bound by the then current version of the AUP. The AUP are subject to change without specific, advance, or written notice to Client, and shall become effective upon any revision and publication to the aforementioned URL address. The AUP is incorporated by reference and made a part of this Agreement. Client agrees to be responsible for reviewing and maintaining familiarity with all AUP of N2NET. If Client or any Client or user of Client’s network or Client’s network resources violates any N2NET AUP, the Client shall be in Default.
13. Proprietary Rights. All materials including, but not limited to, any N2Net Device(s) (including related firmware), software, data and information provided by N2Net, any identifiers or passwords used to access the Service or otherwise provided by N2Net, 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 N2Net to provide the Service (collectively “N2Net Materials”) shall remain the sole and exclusive property of N2Net or its affiliates. Nothing herein is intended to convey any right or ownership interest to Client or any other person or entity in or to N2NET Materials. Client shall acquire no interest in the N2NET Materials by virtue of the payments provided for under the Agreement. Client may use the N2NET Materials solely for Client’s use of the Service during any applicable Term and the same may not be transferred by Client to any other person, corporation, or entity. Client may not disassemble, decompile, reverse engineer, reproduce, modify, or distribute the N2NET Materials, in whole or in part, or use them for the benefit of any third party. All rights in the N2NET Materials not expressly granted to Client in the Agreement are reserved to N2NET. Client shall not open, alter, misuse, tamper with or remove the N2NET Device as provided and/or where installed by N2NET, and shall not remove any markings or labels from the N2NET Device indicating N2NET (or its suppliers) ownership or serial numbers. If software for firmware is provided to Client in conjunction with providing Service or embedded in a Device under this Service Agreement, then N2Net grants Client a limited, non- exclusive and non-transferrable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of the Agreement.
14. Theft of Service. Client shall notify N2Net immediately, in writing or by calling our Client support line, upon Client’s awareness that the Service or Device provided to Client under the Agreement has been stolen, fraudulently used or misappropriated in an unauthorized manner. Notice must include the Client’s account number and a detailed description of the circumstances of the theft, fraudulent use or unauthorized use of Service or Device. Failure to notify N2Net in a timely manner may result in the termination of Client’s Service and additional charges to the Client. Client will remain liable for all charges stemming from the use of the stolen, fraudulently used, or unauthorized use of the Service or Device until such time as N2Net receives notice of the theft, fraudulent use, or unauthorized use.
15. Limitation of Liability. Neither N2NET, nor any party which interconnects with N2NET or supplies information and data to N2NET in connection with the Service, shall be liable for any damages arising out of or related to any event or condition beyond the exclusive control of the party, or for any indirect, special, exemplary, incidental, or consequential damages, including but not limited to lost revenues or profits or damages for the loss of data, information, delay, non-delivery or mis-delivery, or service interruption of any kind, however caused, arising out of or in connection with the use or provision of the Service, or from suspensions of service arising from or related to necessary maintenance of the network or default by Client, whether based in contract, tort or any other legal theory, and whether or not the party allegedly causing or found to be causing the damages has been made aware of the possibility of those damages. In no event shall N2NET, any third party which interconnects with N2NET, or any third-party supplier of information or data liability for direct damages shall be limited to the total network access port charges actually paid by Client to N2NET under this Agreement.
16. Exclusion of Warranties. Other than provided for in this Agreement, N2Net provides no express or implied warranties in connection with the Services. Client assumes all risk of security to its LAN, other Client network or systems and responsibility for implementing any firewalls or security mechanisms between the network access router and Client’s LAN, other Client network or other systems N2NET and any third party which interconnects with or supplies information or data to N2NET in connection with Service do not warrant that the Service will be uninterrupted or error free, and gives no warranty as to the accuracy or quality of information obtained or data transmitted through use of the Service, except for the express warranties made in this Agreement.
17. Indemnification. Client shall indemnify and hold harmless N2NET, its directors, officers, employees, representatives, agents, interconnect service providers and suppliers against all claims, liabilities, loss, cost, or damage including N2NET’s attorneys’ fees that result from any claim or actions that are asserted by third parties (including but not limited to Client’s customers) that arise in any way out of i) this Agreement, or ii) the Service, or iii) Client’s use or misuse of the Service or, arise from noncompliance with the Acceptable Use Policies of N2NET, in violation of law, or any defect, dangerous condition, or malfunction of Client’s premises or equipment. Similarly, N2Net shall indemnify and hold harmless Client from and against all claims, liabilities, loss, cost or damage including Client’s attorneys’ fees, and costs of litigation, that result from any wrongful conduct by N2Net’s employees, authorized representatives, authorized agents or authorized contractors.
18. Compliance with Applicable Law and Other Obligation. Each party shall comply with all laws, rules, and regulations applicable to it with respect to the Service.
19. EMERGENCY SERVICE – EMERGENCY E911 DIALING AND FCC DISCLAIMER AND POLICY.
    • A. The Federal Communications Commission (FCC) requires N2Net to explain the potential limitations of the Emergency 911 (E911) services being provided. This Services Agreement is the acknowledgement from each Subscriber that N2Net will keep the E911 information provided by the Subscriber on file. E911 services are provided by a third-party company and are subject to the following limitations:
    • B. May not function with the loss of electrical power, including the loss of power to telephone equipment or other equipment necessary to route E911 calls to the appropriate emergency call center;
    • C. Will not function if the broadband connection is not operational;
    • D. Will not function at a remote location or may transmit incorrect physical location information for the caller if internal users are allowed to use their IP-based phones remotely;
    • E. Will not function if the telephone equipment or other equipment necessary to place calls is not correctly configured;
    • F. May not transmit the correct physical address for the E911 call due to incorrect information provided by you, use of a non-native telephone number or delays in loading or updating automatic number identification and location information into the E911 databases by changing your phone numbers or adding or porting new phone numbers to your account;
    • G. May not be capable of being received and/or processed by an emergency call center due to the center’s technical limitations in which case you may be required to state your phone number and location promptly and clearly to the operator;
    • H. May be affected by other factors or force majeure events, such as the quality of the broadband connection, Network Congestion, Suspension or Termination of Broadband Services provided by N2Net or your broadband provider or ISP.
    • I. May be affected by Services Outages due to Internet Outage by your broadband provider, ISP or other third-party blocking ports either intentionally or unintentionally. If you are not comfortable with the limitations of E911 service, you should consider having an alternate means of accessing traditional 911 services
    • J. Calling 911 using N2Net services, from an unregistered phone number will result in an additional charge of $95 to route the call to the Emergency Communication Center. If you are not comfortable with the limitations of E911 service, you should consider having an alternate means of accessing traditional 911 services
20. Notices. Any written notice required hereunder, shall be sent as specifically stated herein. For any provisions, which a notification procedure is not specifically addressed in this Agreement, written notice shall be sent via email if proof of receipt can be established or via hand delivery by a reputable courier service which provides evidence of delivery to either party at the respective address indicated herein or at an address that is on file at N2NET or Client. Changes of Address shall be sent in accordance with the foregoing procedure.
21. Assignments. Neither party may assign or delegate its obligations under this Agreement without the prior written consent of the other party, except Client agrees in advance that N2NET may assign this Agreement to any affiliate, successor or assign without any additional written consent.
22. Waiver. No waiver of any default in the performance of this Agreement shall be effective unless in writing and signed by the waiving party. The waiver of a particular default in the performance of this Agreement shall not constitute a waiver of any other or subsequent default. The resort to a particular remedy upon a default shall not constitute a waiver of any other available remedies.
23. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall not be affected and shall remain in effect.
24. Survival of Terms of Provisions. The terms and provisions contained in this Agreement that, by the sense and context, are intended to survive the performance thereof by the parties hereto shall survive the completion of performance and termination of this Agreement, including, without limitation, the making of all payments due hereunder.
25. Force Majeure. N2NET shall not be liable for any delay or failure in performance due to force majeure, which shall include without limitations, acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or other occurrences which are beyond N2NET’s reasonable control. Client is responsible and acknowledges 100% liability and responsibility for all Client network security systems.
26. Governing Law and Jurisdiction. This agreement shall be subject to and construed in accordance with Ohio law. Any action based in whole or in part on this Agreement must be brought in a court of competent jurisdiction in Cuyahoga County, Ohio.
27. Entire Agreement Amendments. This Agreement constitutes the entire Agreement between the parties and suspends all prior agreements, negotiations, offers and understanding with respect to the same subject matter. This Agreement may not be modified by and shall supersede any additional or contradictory term or condition of any current or future purchase order from Client, unless N2NET expressly accepts otherwise in writing. No amendments or modification of this Agreement shall be effective unless in writing and signed by both parties. Authorization. The individuals signing of this agreement represent and warrant that they are authorized to execute this Agreement on behalf of the respective party.