Frontier FRONTIER SERVICES AGREEMENT
<br /> COMMUNICATIONS TERMS AND CONDITIONS
<br /> to negotiated renewal terms,such terms will not be effective unless and until cases of an Outage,Frontier's liability shall be limited to 1/720 of the MRC for
<br /> documented in writing and executed by both parties. each hour after Frontier Is notified of the Outage. An "Outage" is an
<br /> interruption In Service or use of the Equipment caused by a failure of Frontier's
<br /> 3. Payment Network, excluding degradation or disruption due to planned or emergency
<br /> maintenance or an event outside Frontier's direct control, Notwithstanding the
<br /> a. Customer shall pay all charges set forth in the Schedules and in above, Frontier will not be liable to Customer for interruptions in Services or
<br /> applicable tariffs during the Service Term. Frontier will invoice Customer any Equipment caused by failure of hardware or software, failure of
<br /> non-recurring charges("NRC"),monthly recurring charges("MRC"),and usage communications services,power outages,or other interruptions not within the
<br /> based charges. complete control of Frontier. In addition,there will he no credits,reductions or
<br /> b. In addition to the applicable charges set forth in the tariffs and set-offs against charges for Services or Equipment, or for interruptions of
<br /> Schedules,Customer shall pay all applicable federal, state or local sales,use, Services or Equipment,except as expressly set forth herein.
<br /> privilege, gross receipts, utility,value added,excise or other taxes(excluding
<br /> taxes based on Frontier's net income),or any charges in lieu thereof,and any b. IN NO EVENT WILL FRONTIER OR ITS AFFILIATES BE LIABLE FOR ANY
<br /> applicable surcharges or fees, whether government mandated or Frontier LOST PROFITS OR BUSINESS OPPORTUNITIES, OR FOR ANY OTHER SPECIAL,
<br /> initiated including but not limited to Primary Interexchange Carrier Charge, INCIDENTAL,INDIRECT,EXEMPLARY,PUNITIVE OR CONSEQUENTIAL DAMAGES,
<br /> Federal Pre-Subscribed Line Charge, Carrier Cost Recovery Surcharge, E-911, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. FRONTIER AND ITS AFFILIATES
<br /> and Universal Service and Local Number Portability,in the amounts applicable SHALL NOT BE LIABLE FOR ANY LOSS,LOSS OF USE,COST,CLAIM OR EXPENSE
<br /> at the time of billing. Customer shall also be responsible for third party charges EXPERIENCED OR INCURRED BY CUSTOMER OR THIRD PARTIES RESULTING
<br /> and penalties incurred as a result of Customer's use of the Services or FROM THE USE OF THE SERVICES OR EQUIPMENT PROVIDED HEREUNDER,
<br /> Equipment and/or unauthorized or fraudulent use thereof due to Customer's INCLUDING BUT NOT LIMITED TO DAMAGE, LOSS OR LOSS OF USE OF
<br /> conduct. CUSTOMER DATA OR FRAUD BY THiRD PARTIES.
<br /> c. All payments shall be due within thirty(30)days of the invoice date c. Frontier warrants that Frontier's Network will be maintained in good
<br /> and, in addition to and not in lieu of any other remedies Frontier may have working order. If any Service does not function substantially in accordance
<br /> hereunder or under the law as a result of Customer's failure to pay, late with applicable Service specifications as a result of Frontier's failure to maintain
<br /> payments shall be subject to a late payment fee of the lesser of one and one- Frontier's Network(excluding degradation related to the acts or omissions of
<br /> half percent(1.5%)per month or the maximum allowed by law. In the event Customer or anyone using the Services, a force majeure event,or scheduled
<br /> Customer disputes any invoiced amount, Customer will pay all charges not maintenance), Frontier's sole obligation is to repair the affected Service at
<br /> disputed,and notify Frontier of the dispute in writing,providing an explanation Frontier's expense. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER
<br /> of the basis for the dispute. if Frontier does not receive notice of a payment WARRANTIES, EXPRESS OR IMPLIED, AND FRONTIER DISCLAIMS ALL OTHER
<br /> dispute by Customer within ninety (90) calendar days after the date of an WARRANTIES WITH RESPECT TO FRONTIER'S NETWORK, SERVICES OR
<br /> invoice,such invoice will be final and not subject to further challenge. For the EQUIPMENT PROVIDED PURSANT TO THESE TERMS INCLUDING, WITHOUT
<br /> purpose of computing partial month charges,a month will consist of thirty(30) LIMITATION,ANY WARRANTY OF NON-INFRINGEMENT,MERCHANTABILITY OR
<br /> calendar days.Frontier reserves the right to immediately suspend or terminate FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION, FRONTIER DOES NOT
<br /> any or all Services or the installation or lease of any or all Equipment if WARRANT THAT THE SERVICES OR EQUIPMENT OR ACCESS OR OPERATION OF
<br /> Customer is overdue more than thirty (30) days for payments that have not THE SERVICES OR EQUIPMENT WILL MEET CUSTOMER'S NEEDS, OR WILL BE
<br /> been disputed in good faith. UNINTERRUPTED,ERROR-FREE,OR SECURE.
<br /> 4. Cancellation and Early Termination Charges d. This FSA shall not be construed as granting a license with respect to
<br /> any patent, copyright, trade name, trademark, service mark, trade secret or
<br /> a. If Customer cancels any Service or Equipment prior to delivery of any other intellectual property, now or hereafter owned, controlled or
<br /> any Equipment or installation of the Service or Equipment,Customer shall pay licensable by Frontier. Customer agrees that Frontier has not made,and that
<br /> a cancellation charge equal to the NRC and one (1) month of MRC for the there does not exist, any warranty, express or Implied, that the use by
<br /> Service, plus the total costs and expenditures of Frontier in connection with Customer of Frontier's Services and/or the Equipment provided under this FSA
<br /> establishing the Service prior to Frontier's receipt of notice of cancellation, will not give rise to a claim of Infringement,misuse,or misappropriation of any
<br /> including but not limited to any Equipment restocking fees. intellectual property right.
<br /> b, Following installation, Customer may terminate a Service or e. Customer agrees that the Services and Equipment, and Frontier's
<br /> Equipment by providing at least thirty(30)days prior written notice to Frontier. performance hereunder are subject to the terms, conditions and restrictions
<br /> All unpaid amounts shall be due upon termination of any Service identified in a contained in any applicable agreements (including software or other
<br /> Schedule for any reason.In addition,and unless otherwise specifically provided intellectual property license agreements) between Frontier and Frontier's
<br /> in the applicable Schedule, if any Service or Equipment is terminated by vendors.
<br /> Customer for any reason other than breach by Frontier or by Frontier due to
<br /> Customer's breach, then Customer shall pay Frontier a termination charge f. No action, regardless of form, arising out of this FSA or the
<br /> equal to the applicable MRC and all related taxes and surcharges multiplied by Schedules may be brought more than two(2)years after the cause of action
<br /> the number of months remaining in the Service Term. Partial months shall be has arisen or charges have been billed whichever is earlier. The parties hereby
<br /> prorated. waive the right to invoke any different limitation on the bringing of actions
<br /> provided under applicable law.
<br /> c. Customer agrees that Frontier's damages in the event of early
<br /> termination will be difficult or impossible to ascertain, and that the charges 6. Breach
<br /> identified in this Section are Intended, therefore, to establish liquidated a. Breach by Customer: If Customer fails to make any payment when
<br /> damages in the event of termination and are not intended as a penalty. due and such failure continues for five(5)days after notice,or Customer fails
<br /> 5. Limitation of Liability and Warranty Provisions to comply with any other term or condition of this FSA or any Schedule and
<br /> such failure continues for thirty(30)days after notice,then Frontier may either
<br /> a. The liability of Frontier and its affiliates related to this FSA or the suspend the applicable Schedule (or any portion thereof) until the breach is
<br /> Service or Equipment provided under this FSA, shall In no event exceed the remedied, terminate the applicable Schedule (or any portion thereof), or
<br /> limitations of liability set forth in the applicable tariffs, or regulatory rule or terminate this FSA and all Schedules. Notwithstanding the foregoing, Frontier
<br /> order.If there is no applicable tariff,regulatory rule or order,the total amount may immediately suspend Services and,after giving notice to Customer with an
<br /> paid for the applicable Service or Equipment during the prior 12 months. In opportunity to respond appropriate to the circumstances and Customer's
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