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9. Disconnection of Current Provider;Special Construction;Third Party Charges.Customer is solely responsible for disconnecting Services with its
<br /> current service provider.Windstream is not responsible for any charges assessed against Customer by such provider.Customer shall pay all charges if
<br /> Windstream or a third party provider is required to extend the demarcation point or undertake special construction for Customer.Unless Windstream
<br /> specifically agrees in writing to undertake equipment installation and maintenance work,Customer is responsible for all charges assessed by its phone
<br /> system vendor and other third parties in connection with the installation of the Services and Windstream shall have no responsibility for maintenance or
<br /> repair of same.
<br /> 10. Third Party Software.As part of the Services,Customer may be allowed to use certain software and related documentation developed and owned by
<br /> Windstream's third-party software licensors(collectively,the"Software").This Software is neither sold nor distributed to Customer and Customer may use it
<br /> solely as part of the Services and for no other purpose.Customer may not and agrees not to: (i)transfer such Software outside the Services or to any other
<br /> person or entity;(ii)make copies of the Software,either through a virtual snapshot of the server containing the Software or otherwise;or(iii)transfer the
<br /> Software outside of Windstream's infrastructure and/or premises.Further,Customer agrees to provide Windstream with evidence that its use of the Software
<br /> is in compliance with the Agreement and/or third-party software licensor's terms from time to time during the Term as requested by Windstream.If Customer
<br /> fails to provide such evidence when requested,or is otherwise not in compliance with the Agreement and/or third-party software licensor's terms,
<br /> Windstream may,at its sole option suspend or terminate the Services that include the Software. For the avoidance of doubt,Windstream's Software
<br /> licensors are not responsible for providing any support in connection with the Services or the Software.
<br /> 11. Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH WINDSTREAM,CUSTOMER WILL BE REQUIRED TO COMPLETE A
<br /> CLICK-THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT
<br /> http://www.windstream.comlleaal/Google Apps Premier Edition License.pdf PRIOR TO USING THE RELEVANT SERVICES. Windstream may
<br /> cancel Google Services at any time on thirty(30)days'notice and,at Windstream's option,may either terminate such Google Services altogether or move
<br /> Customer to a similar platform.In the event that Windstream or Customer terminates the Google Services or downgrades or cancels Google Services,
<br /> Customer is solely responsible for downloading all of its information to its computer within thirty(30)days.
<br /> 12. Government Funding.Customer must notify Windstream of all restrictions,requirements and reporting obligations to which Windstream could become
<br /> subject pursuant to any government program before Windstream provisions Services to Customer.Customer will not use such funds,including stimulus
<br /> funds,grants or loans,in whole or in part,to support its performance under this Agreement without Windstream's prior written consent regarding any
<br /> specifically applicable terms.If Customer fails to provide such prior written notice to Windstream of government funding or if Windstream does not consent to
<br /> the use of such funding,then Windstream has the right,in its sole discretion,to reject any order or terminate this Agreement and/or any applicable Services,
<br /> without liability or obligation to Windstream.If Customer requests government funds for payment of Services under this Agreement and such funding request
<br /> is denied,Customer shall remain responsible for one-hundred percent(100%)of the cost of Services.
<br /> 13. Documents Incorporated by Reference;Entire Agreement;Counterparts;Execution.THIS AGREEMENT IS SUBJECT TO AND INCORPORATES
<br /> THE FOLLOWING BY REFERENCE,AS THEY MAY CHANGE FROM TIME TO TIME:(1)THE TERMS AND CONDITIONS OF THE TARIFFS FILED
<br /> WITH STATE PUBLIC SERVICE COMMISSIONS;(11)THE FCC OR STATE WEB-POSTED PRICE LISTS OR TERMS AND CONDITIONS(EITHER
<br /> "PRICE LISTS")POSTED AT htto•//windstream com/documents/detariffedservices�df;(III)FOR INTERNET,THE"ACCEPTABLE USE POLICY"
<br /> POSTED AT http•//www2 wndstream netfcustomersul2port/usersguide/acce t/p acce tp html AND THE"PRIVACY POLICY"POSTED AT
<br /> http://www.windstream.coml rR ivacy.aspx;(IV)IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES(I.E.,ONLINE BACK UP
<br /> SERVICES,TECH HELP,ETC),CUSTOMER WILL BE REQUIRED TO CLICK-THROUGH AGREEMENTS RELATED TO THOSE SERVICES(CLICK-
<br /> THROUGHS)PRIOR TO ACCESSING SUCH SERVICE,WHICH SHALL BE DEEMED PART OF THIS AGREEMENT;AND(V)THIRD PARTY
<br /> SOFTWARE TERMS,IF APPLICABLE. This Agreement,the documents incorporated by reference and any addendums entered between the parties
<br /> constitute the parties'entire Agreement. This Agreement may be amended only in a writing signed by authorized representatives of each party.This
<br /> Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any Windstream employee or agent. In the
<br /> event of any conflict between the provisions of this Agreement and any of the documents incorporated by reference,the provisions of the Google License
<br /> shall control for Google Services,followed by the Tariffs and Price Lists or Value-Added Services click-through agreements for applicable Services,this
<br /> Agreement and then the Acceptable Use and Privacy policies. This Agreement may be signed in counterparts,and facsimile or electronic scanned copies
<br /> may be treated as original signatures.Windstream also may execute this Agreement via a verifiable electronic signature.
<br /> 14. Termination.Either party may terminate this Agreement by providing at least thirty(30)days'notice prior to the end of the initial Term or a Renewal Term,
<br /> or if the other party is in breach of any material provision of this Agreement and such other party fails to cure within thirty(30)days after written notice.
<br /> Notwithstanding,unless prohibited by law,in the event of nonpayment,the breaching party shall have ten(10)days to cure after written notice.Customer's
<br /> right to terminate for cause is limited to termination of the affected Services at the affected location only. In the event Customer rents equipment from
<br /> Windstream and Customer terminates network Services pursuant to this section,Customer shall remain obligated to fulfill the remainder of the applicable
<br /> equipment schedule term.Windstream may limit,interrupt or terminate Services immediately if:(a)after any required notice,Customer has not paid for
<br /> Services;Q[(b)Customer uses the Services in an adverse manner that affects Windstream's network or other customers;Qr(c)Customer or others have
<br /> used the Services fraudulently or unlawfully while on Customer's premises or while the Services are under Customer's control;Q[(d)Customer or others use
<br /> the Services in an excessive,abusive,or unreasonable manner that is not customary for the type of Services;Q(e)Customer resells any Services or uses
<br /> the Services to aggregate other persons'traffic;Qr(f)Customer uses the Services for its own end users and/or customers as a telecommunications provider
<br /> or any other kind of provider. In addition to the termination rights of Windstream set forth above,if Customer or others use the Services in an excessive,
<br /> abusive,or unreasonable manner that is not customary for the type of Services(including,but not limited to,circumstances in which Windstream is receiving
<br /> traffic from Customer that originates from a location other than the local calling area associated with the customer's service location,when ten percent(10%)
<br /> or more of Customer's calls are six(6)seconds or less,and/or when more than forty percent(40%)of call attempts are uncompleted per trunk group and
<br /> DSO/DSO equivalent),Windstream may:(v)charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative
<br /> costs and any charges from other carriers;(w)charge an additional price per minute in Windstream's discretion for each call that violates this provision;(x)
<br /> restrict or cancel use or convert customer to another plan;(y)require customer to pay for the excessive use immediately and make a deposit;and/or(z)void
<br /> any applicable price guarantee.Windstream may restore service if customer corrects the violation and pays all outstanding amounts owed,including
<br /> restoration charges.For Ethernet Internet Access services and MPLS-Virtual Private Network/Virtual LAN Services,Windstream shall verify the availability
<br /> of facilities,and in the event that Windstream determines in its sole discretion that facilities are not economically or technically feasible,Windstream has the
<br /> right to terminate this Agreement without liability.
<br /> 15. Effect of Termination.
<br /> a. Pre-Installation-If Customer terminates this Agreement after the Effective Date but prior to the installation of Service(s),Customer will pay
<br /> Windstream a Pre-Installation Cancellation Charge("Cancellation Charge")equal to three(3)months of MRCs except that if Windstream's costs to other
<br /> providers are greater than this amount,Customer shall also reimburse Windstream for such costs. Customer agrees that the Cancellation Charge is a
<br /> reasonable measure of the administrative costs and other fees incurred by Windstream to prepare for installation.The Cancellation Charge set forth in this
<br /> Section 15(a)is in lieu of the charges set forth in 15(b)below for post4ristallation cancellations.
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