Voice Services Agreement

End User Voice Services Agreement

Summary of Terms and Conditions

1. OVERVIEW. This End-user Voice Services Agreement (“Voice Agreement”) is by and between Customer, Fiber by Central Florida, LLC (“Company”) and Conexon Connect, LLC (“Voice Service Provider”). The terms and conditions stated herein shall apply with respect to the provision of any and all voice-over-internet protocol (VoIP) services (" Voice Services") by Company and Voice Service Provider to Customer. This Voice Agreement specifies the terms and conditions applicable to the Voice Services and is not intended to otherwise modify or replace the Broadband Service Order and Agreement between Company and Customer (“Broadband Agreement”).

2. TERM AND TERMINATION. The term of the Voice Agreement shall commence upon the initial installation or activation of any Voice Service and shall continue in full force and effect for the time period from month-to-month unless earlier terminated in accordance with the terms and provisions of the Broadband Agreement or as provided herein. Customer may terminate this Voice Agreement upon thirty (30) days' written notice to Company. Company may terminate the Voice Agreement at any time upon written notice to Customer. Customer shall pay to Company, immediately upon demand, all sums then due and unpaid at the time of termination of the Voice Agreement.

3. RATES AND CHARGES. The rates and charges for the Voice Services are set forth in the Broadband Agreement, together with any and all of Company and Voice Service Provider taxes, fees and surcharges, as applicable and as amended from time to time. With respect to any Voice Service provided by Company and Voice Service Provider to Customer for which a rate is not specified in the Broadband Agreement, Voice Service Provider’s standard retail rates shall apply. Company shall provide Customer with a current rate schedule for Voice Service Provider’s standard retail rates for Voice Services at the time of service activation, from time to time, and at the request of Customer. Customer shall make all payments when due as set forth in Section 5 below.

4. TAXES AND SURCHARGES. In addition to the rates and charges for the Voice Service(s), Customer shall be responsible for payment of all local, state and federal taxes, fees and surcharges, however designated, imposed on or based upon the provision, sale, or use of the Voice Services and any Equipment, excluding taxes based on Company and Voice Service Provider’s net income. Customer shall be responsible for the payment of all surcharges in effect from time to time, including but not limited to USF, 911 surcharges, and federal and state regulatory surcharges, as required or permitted by applicable law or regulation.

5. BILLING AND PAYMENT. Billing for any Voice Service shall commence immediately following delivery of the Voice Service to Customer’s service address(es). Customer will receive a bill each month for the prior month’s usage-based Voice Services (including pro-rata charges for new services added during the prior month) and in advance for the current month’s monthly voice service charges. Company shall act as Voice Service Providers’ billing agent and Customer shall make all payments for Voice Services to Company when due. Customer understands that Company may require a security deposit and/or issue an administrative late fee (“Late Fee”) for monthly charges not paid by stated due date. The Late Fee is a reasonable estimate of costs to manage past due accounts. Examples of these costs include preparing additional bill statements, processing Customer service records, mailing additional notices, tracking past due accounts, responding to inquiries regarding past due balances, making collection telephone calls, performing special procedures to process past due payments, generating work orders and performing necessary field work to collect past due accounts. Company does not extend credit to Customers and the Late Fee is not interest, a credit service charge, or a finance charge. If Voice Service is disconnected, Company may impose a reconnect charge and/or security deposit, in addition to collecting any outstanding balance, including any Late Fee, before Voice Service is restored. If Customer’s check is returned for insufficient funds, Company may impose a service charge up to $35.00. If Customer has not paid amounts due within 30 days of the due date, a collection agency and/or attorney may be engaged to collect amounts due. Customer agrees to pay Company for any amounts due hereunder, and all reasonable agency and attorney fees incurred, including, without limitation, court costs. Company may, in addition to any other rights and remedies available to Company, suspend service under this Voice Agreement until all outstanding Voice Service invoice(s) are paid in full.

6. CUSTOMER RESPONSIBILITIES. In addition to all other Customer responsibilities as set forth in the Broadband Agreement, Customer shall be responsible for providing the following: (i) separately purchasing broadband Internet connectivity from Company; (ii) all equipment, software, facilities and/or Internet Protocol (“IP”) connectivity necessary to reach and interoperate with the Voice Services and the Company; and (iii) all other equipment, software and other facilities to be installed, including without limitation, routers, IP enabled phones and/or an analog terminal adapters.

7. UNAUTHORIZED USE OF SERVICES. Company shall have the right (but not the obligation) to take protective action against Customer in order to protect Company and Voice Service Provider’s or their vendor’s networks from any unauthorized use, which protective action may include, without limitation, the temporary blocking of Customer’s traffic until the applicable problem is resolved in Company and Voice Service Provider’s reasonable discretion. The Service does not support and Company and Voice Service Provider will not accept 976/900 and such other call types in which charges are placed on an end-user’s bill and Company and Voice Service Provider might be expected to act as a collection agent. Use of predictive dialers for more than five percent (5%) of all calls made is prohibited except with Company and Voice Service Provider’s written consent.

8. NO WARRANTY; VOICE 911/E911 SERVICE LIMITATIONS; LIMITATION OF LIABILITY.

COMPANY AND VOICE SERVICE PROVIDER AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE VOICE SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY SET FORTH IN THIS SECTION IS THE SOLE AND EXCLUSIVE WARRANTY PERTAINING TO ANY VOICE SERVICES OR EQUIPMENT SOLD BY COMPANY AND VOICE SERVICE PROVIDER HEREUNDER, AND COMPANY AND VOICE SERVICE PROVIDER AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES WITH RESPECT THERETO. THIRD PARTY PRODUCED ITEMS ARE PROVIDED AS IS AND WITHOUT WARRANTY. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT ACCESS TO THE VOICE SERVICES MAY BE LOST OR MAY NOT FUNCTION PROPERLY, INCLUDING THE ABILITY TO CALL FOR 911/E911 SERVICE, UNDER CERTAIN CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) COMPANY’S NETWORK OR FACILITIES ARE NOT OPERATING; (II) CUSTOMER’S BROADBAND CONNECTION IS LOST; (III) CUSTOMER IS EXPERIENCING A POWER OUTAGE; (IV) ELECTRICAL POWER TO THE OPTICAL NETWORK TERMINAL (ONT) IS INTERRUPTED; OR (V) CUSTOMER FAILURE TO PROVIDE A PROPER SERVICE ADDRESS OR MOVING THE SERVICE TO A DIFFERENT ADDRESS. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT IN ORDER FOR 911/E911 CALLS TO BE PROPERLY DIRECTED, COMPANY MUST HAVE THE CURRENT SERVICE ADDRESS AND IF SERVICE IS MOVED TO A DIFFERENT ADDRESS WITHOUT COMPANY’S APPROVAL, 911/E911 CALLS MAY BE DIRECTED TO THE WRONG EMERGENCY AUTHORITY, MAY TRANSMIT THE INCORRECT LOCATION ADDRESS FOR RESPONDING, OR THE VOICE SERVICES (INCLUDING 911/E911) MAY FAIL ALTOGETHER. CUSTOMER IS REQUIRED TO NOTIFY COMPANY OF ANY CHANGE OF ADDRESS OF THE ONT FOR 911/E911 CALLING SERVICE TO WORK PROPERLY. CUSTOMER AGREES THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY AND VOICE SERVICE PROVIDER AND ITS SUPPLIERS SHALL HAVE NO LIABILITY FOR ANY DAMAGES CAUSED, DIRECTLY OR INDIRECTLY, BY CUSTOMER’S IINABILITY TO ACCESS THE VOICE SERVICES, INCLUDING 911/E911 SERVICES, REGARDLESS OF THE NATURE OF THE CLAIM OR FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY AND VOICE SERVICE PROVIDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS, AND ANY OTHERS WHO FURNISH SERVICES IN CONNECTION WITH THIS AGREEMENT OR THE VOICE SERVICES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF CUSTOMER OR ANY THIRD PARTY OR USER OF ACCOUNT RELATING TO THE ABSENCE, FAILURE, OR OUTAGE OF THE VOICE SERVICES, INCLUDING 911 DIALING AND/OR INABILITY OF CUSTOMER OR ANY THIRD PERSON OR PARTY OR USER OF THE VOICE SERVICES TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL. THIS SECTION 8 SURVIVES TERMINATION OF THE AGREEMENT.

9. CPNI. Under federal law, Customer has the right, and Company and Voice Service Provider have a duty, to protect the confidentiality of information about the amount, type, and destination of Customer’s Voice Service usage (CPNI). Customer hereby consents to the sharing of Customer’s CPNI or other personal information with Company and Voice Service Provider and their affiliates, agents and contractors, solely for the purpose of: i) providing the services requested by Customer herein, ii) developing or bringing to Customer’s attention any products and services offered by Company, Voice Service Provider, and their affiliates, or iii) in the event of any merger, sale of some or all of the Company’s or Voice Service Provider’s assets, as well as in any insolvency, bankruptcy or receivership proceeding in which CPNI or other personal information would be transferred as one of the business assets of the Company or Voice Service Provider. This consent survives the termination of Customer’s Voice Service and is valid until revoked by Customer. To remove this consent at any time, Customer must notify Company by email at customerservice@fiberbycentralflorida.com. Customer must indicate they are revoking CPNI consent and provide the following information: (1) Customer name, (2) Service billing address, (3) telephone number including area code, and (4) service account number. Removing consent may affect Customer’s current Services.

10. NOTICES. All notices and communications under the Voice Agreement shall be in writing and shall be given by personal delivery, recognized national overnight courier service (i.e. Federal Express), by registered or certified mail, return receipt requested, or by facsimile transmission, addressed to the respective Party as set forth in the Broadband Agreement or to such other address as may be designated in writing by such Party. Notice shall be deemed given upon receipt.

11. MISCELLANEOUS.The Broadband Agreement, Voice Agreement, and all other schedules applicable to the Voice Services purchased by the Customer, represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other agreements, written or oral, between the Parties relating to the Voice Services. Any modification to this Voice Agreement shall be in writing signed by authorized representatives of Customer, Company and Voice Service Provider. In case of any conflict between the provisions of this Voice Agreement and any schedule (including any Additional Terms), the provisions of this Voice Agreement shall take precedence unless otherwise indicated in the signed attached schedule. This Voice Agreement and any amendment of the terms hereof, may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the Party to which it is attributed. No consent by a Party to, or waiver of, a breach or default by the other, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default. If any provision of the Voice Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render the Voice Agreement unenforceable, but rather the Voice Agreement shall be construed as if not containing the invalid or unenforceable provision. The Voice Agreement shall be interpreted, construed,and enforced in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. Each party consents to personal jurisdiction in the state and federal courts of the State of Florida.