Terms of service.

Master Service Agreement

General Terms Of Services

These General Terms of Services are incorporated into, and along with the executed Service Order, constitute, the Master Services Agreement (the “Agreement”) between Customer and Empire Unified (“Empire Unified”).

By accessing or utilizing any of the Services or products offered by Empire Unified, you agree to be bound by the terms of this Agreement. These Terms of Services supersede all earlier versions and require mandatory arbitration of disputes. Please read these Terms of Services carefully, as they describe your legal rights and obligations. This Agreement shall become effective as of the date of (1) your signature on a Service Order or your electronic signature on or acceptance of this Agreement, (2) the activation of your account or (3) your receipt of an e-mail from Empire Unified confirming your order, whichever happens first. Customer may be referred to using “you” and “your” herein.

“Payment Account” shall refer to the credit card account provided by you upon registration to pay for Services. Empire Unified may add, delete, or modify the methods by which customers can pay for the Empire Unified Services at any time without prior notice, in its sole discretion. Customer is deemed to have given Empire Unified on-going and continuous authorization to charge any credit-card provided to Empire Unified or any other Payment Account as long as Customer uses the Services and for any early termination liability. If Customer pays by check, if the check is returned unpaid, Customer will be subject to immediate termination for suspension of the Services as stated above and will be charged a check return and reinstatement fee in the amount of no less than $100, but in any event an amount determined by Empire Unified in its sole discretion.

Customer acknowledges that Empire Unified has set its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability, the disclaimers of warranties and damages and Customer’s indemnity obligations set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if this Agreement is found to have failed of their essential purpose.

5. DISCLAIMER OF WARRANTY. Empire Unified MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Empire Unified WILL NOT BE RESPONSIBLE FOR ANY DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY (INCLUDING ANY SUBSCRIBERS TO OR USERS OF ANY SERVICES PROVIDED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, OR SERVICE INTERRUPTIONS. Empire Unified EXERCISES NO CONTROL WHATSOEVER OVER THE CONTENT OF THE INFORMATION PASSING THROUGH ITS NETWORK OR OVER THE INTERNET. USE OF ANY INFORMATION OBTAINED OVER THE Empire Unified NETWORK OR THE INTERNET IS AT YOUR OWN RISK. Empire Unified SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF THE INFORMATION OBTAINED THROUGH ITS SERVICE. IN NO EVENT WILL Empire Unified’S LIABILITY FOR ANY CLAIM (WHETHER IN TORT, CONTRACT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN LAST MONTH OF SERVICES.

Customer Responsible for Fraud/Insurance. Empire Unified recommends that Customer purchase fraud insurance. In the event Customer’s network security is compromised, Customer would not be financially responsible for said fraudulent service charges if it purchases the fraud insurance. Otherwise see Empire Unified’s Fraud Policy at www.empire-nj.com/terms.

Resale. Customer acknowledges and agrees that Customer may notsell, resell, transfer, convey, white label, wholesale or in any way distribute the Services to or for the benefit of any third party without express prior written consent of Empire Unified (which consent may be withheld in Empire Unified’s sole discretion). The foregoing prohibition shall apply, without limitation, to any and all fiber, circuits, equipment or other Service elements which Customer purchases from Empire Unified.

Privacy. It is Empire Unified’s policy to respect your privacy. Empire Unified will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior consent unless Empire Unified deems it necessary, in its sole discretion, to comply with legal process or other legal requirements, including but not limited to responding to civil or criminal subpoenas, search warrants, national security letters, or other requests for information from law enforcement officials; protect and defend the rights or property of Empire Unified or its officers, agents, affiliates, and licensees; enforce this Agreement; or protect the interests of other Empire Unified customers.

NOTWITHSTANDING THE PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, Empire Unified RESERVES THE RIGHT (SUBJECT TO APPLICABLE LOCAL LAW), IN ITS SOLE DISCRETION, TO MONITOR YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO THE USE OF A USER’S MAIN ACCOUNT AND ANY SUB-ACCOUNTS, FOR THE PURPOSE OF INVESTIGATING VIOLATIONS OF THIS AGREEMENT OR TO ASSIST WITH CRIMINAL OR CIVIL INVESTIGATIONS AND AT ALL TIMES IN COMPLAINCE WITH THE COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT ACT OF 1994.

Your IP address is transmitted and recorded with each message you send using the Empire Unified Services. Empire Unified does provide certain information in aggregate form collected from and relating to you to third persons such as advertisers.

INTERNATIONAL CUSTOMERS UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED BY Empire Unified IN THE UNITED STATES OF AMERICA. YOU FURTHER AGREE THAT THE PERSONAL INFORMATION WHICH YOU GIVE Empire Unified WILL BE TRANSFERRED TO AND MAINTAINED IN THE UNITED STATES AND OTHER COUNTRIES; INCLUDING WITHOUT LIMITATION COUNTRIES IN THE EUROPEAN UNION AND ELSEWHERE. IF YOU DO NOT CONSENT TO THE TRANSFER OF YOUR PERSONAL INFORMATION INTO AND OUT OF THE UNITED STATES, DO NOT ACCEPT THESE TERMS AND CONDITIONS FOR THE Empire Unified SERVICE. YOU FURTHER UNDERSTAND AND AGREE THAT REGARDLESS OF YOUR COUNTRY OF RESIDENCE Empire Unified MAY DISCLOSE PERSONAL INFORMATION ABOUT YOU AND YOUR WEBSITE OR DOMAIN NAMES PURSUANT TO THIS SECTION, AND YOU EXPLICITLY WAIVE ANY RIGHTS TO PRIVACY OR PROTECTION OF PERSONAL DATA RELATING TO SUCH INFORMATION TO THE FULLEST EXTENT PERMITTED UNDER NATIONAL AND INTERNATIONAL LAW.

Compliance with Laws. Customer shall at all times conform its use of and comply with all state, federal and international laws with respect to its utilization of the Service. If Empire Unified is informed by any governmental authority or other parties of alleged illegal use of Empire Unified facilities or Empire Unified otherwise learns of such use or has reason to believe such use may be occurring, then Customer will cooperate in any resulting investigation by Empire Unified or government authorities. Any government determinations will be binding on Customer. If Customer fails to cooperate with any such investigation or determination, or fails to immediately rectify any illegal use, Customer will be in breach of this Agreement and Empire Unified may immediately, and without further notice, suspend Customer’s Service. You agree to hold harmless Empire Unified from any claims resulting from your use of the Service or the use of the Service by any of your customers or others throughout your chain of distribution, including end users, which damage you or another party.

You agree to notify Empire Unified forthwith if you obtain information as to any unauthorized possession, use or disclosure of any Empire Unified Software by any person or entity, and further agree to cooperate with Empire Unified at Empire Unified’s expense, in protecting Empire Unified’s proprietary rights. Unless agreed otherwise in writing by Empire Unified, the Empire Unified Software may be used only on a single computer or workstation. Empire Unified software designed for use on portable workstations may be installed on both a portable and a stationary computer but may not be used on both simultaneously. You may not install the Empire Unified Software on a network except to facilitate permissible installation of the Empire Unified Software on computers attached to the network. You warrant and guarantee that all users of the software shall be aware of and comply with the terms of this license.

Choice of Law//Waiver of Jury Trial. This Agreement shall be interpreted according to the laws of New Jersey, United States of America, and, where applicable, the federal law of the United States of America, without regard to conflicts of law principles. All claims under the Agreement must be brought in the home jurisdiction of Empire Unified.

In addition to the foregoing, YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND Empire Unified THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived. Neither you nor Empire Unified may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to this Agreement, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. YOU AND Empire Unified ACKNOWLEDGE THAT THIS SECTION WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.

17. Non-Enforcement Does Not Constitute Waiver. Failure of Empire Unified at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representative of Empire Unified.

18. Notices. Empire Unified may provide notice to you via e-mail sent to the e-mail address provided by you upon registration or as subsequently provided by you to Empire Unified. Such notice is deemed effective whether you receive it or not and shall be deemed written notice for the purposes of this Agreement. You may provide notice to Empire Unified in one of the following ways: by addressing the notice as indicated Service@empiretelecomnj.com. By Federal Express; by facsimile transmission; or by e-mail and registered or certified mail. Such notice, statement or other document so delivered to Empire Unified, except as this Agreement expressly provides otherwise, shall be conclusively deemed to have been given when first personally delivered, on the date of delivery or on the first date of receipt. Notice by e-mail to Empire Unified shall be deemed ineffective, null and void unless a copy of such notice is also sent by registered or certified mail and postmarked not more than five days subsequent to the giving of e-mail notice. Any such e-mail notice to Empire Unified shall be deemed effective as of the date on which Empire Unified receives the certified or registered mail notice.

No Assignment By You; Assignment By Empire Unified. This Agreement and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by you without Empire Unified’s prior written consent. In particular, you may not sell accounts or subaccounts to third parties. Notwithstanding the above, this Agreement shall be binding upon your successors and assigns, if any. Empire Unified may assign or license any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. No officer, employee or representative of Empire Unified or you has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement, and Empire Unified and you hereby acknowledge and agree that neither Empire Unified nor you have executed this Agreement in reliance upon any such representation or promise.

Modification. This Agreement may be materially altered by Empire Unified by posting the new version of the Agreement at www.empire-nj.com/terms and if posted in this manner, shall be effective immediately upon posting such notice. In the event that Empire Unified does materially change the terms of this Agreement, you accept and shall be bound by such changed terms unless you opt to terminate the Agreement within thirty days of the posting of notice of such change. You may not modify this Agreement, in whole or in part, and any such modification or attempt to modify shall not be enforceable unless reduced to writing and signed by a duly authorized representative of Empire Unified. No additional or conflicting term in any other document used by you will have any legal effect.

Statute Of Limitations. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

Employee Non-Solicit. Customer shall not directly and shall ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by Empire Unified. If any employee of Empire Unified, as a result of active recruitment solicitation by you, becomes employed by you, you agree to pay Empire Unified at the time of such employment an amount equal to fifty (50%) of the employee’s estimated income during the first year of employment. This paragraph does not pertain to unsolicited employees that voluntarily approach you for employment.

Empire Unified Fraud Policy

Terms Of Service

Voip Services

In addition to the Master Service Agreement General Terms of Services, the following Terms of Services shall apply to EMPIRE UNIFIED’s voice Services.

E911/911: The EMPIRE UNIFIED voice Services are subject to restrictions and disclaimers on the E911/911 services that can be found at www.empire-nj.com/terms. Any use of call forwarding to mobile phones or the use of VoIP to mobile software applications will not be compatible with EMPIRE UNIFIED’s E911/911 services and 911 calls will have to be routed by your mobile provider.

Operational Matters. The Customer shall be solely responsible at its own expense for connecting to the EMPIRE UNIFIED VOIP network, for procuring the necessary facilities or equipment required to interconnect and for coordinating the provisioning of its respective matching facilities and/or equipment to utilize the Services. EMPIRE UNIFIED will use its best endeavors to provide the Services on the anticipated date of Services commencement. The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective network facilities.

Telemarketing Traffic. EMPIRE UNIFIED does not accept for termination any dialer–originated telemarketing traffic or any fax broadcasts, including any traffic that would violate the Telephone Consumer Protection Act (“TCPA”), which prohibits the sending of facsimile advertisements without the prior consent of the recipient, do not call laws, or similar consumer protection laws.

Traffic Control By Customer. In addition to any other terms and conditions of the Agreement or the TOS, Customer shall bear the following responsibilities in connection with the Service:

Customer shall manage the integrity of the traffic egressing Customer’s network;

Customer shall screen, and block calls destined to (a) unassigned numbers or (b) numbers with invalid formats;

Customer shall manage and correct, as necessary, any fraudulent calling patterns or calling patterns perceived as fraudulent that may harm or adversely affect EMPIRE UNIFIED or its network.

In the event that Customer fails to comply with the requirements described above, EMPIRE UNIFIED shall have the right (but not the obligation) to take protective action against Customer in order to protect EMPIRE UNIFIED’s egress network, which protective action may include, without limitation, the temporary blocking of Customer’s traffic until the applicable problem is reasonably resolved.

Service Limitations. The Service is not intended to replace Customer’s primary phone service. All telecommunications traffic carried by the Service(s) must be IP originated. Customer acknowledges and agrees that the Service(s) may not be compatible with all communication equipment. In addition, different regulatory treatment may be applied to the Service(s) than is applied to other telecommunications services, which may affect Customer’s rights before regulatory agencies and other governmental bodies.

EMPIRE UNIFIED does not support 0+ calling (including without limitation collect or third-party billing), 900 and 976 calls, and 10-10 “dial-around” calls. The Service(s) may not support 311, 411, 511 and/or other x11 services in some or all Service areas. Customer understands and acknowledges that access to the aforementioned functionality is not part of the Service(s).

Customer Network Facilities. Customer shall be solely responsible for any installation, testing, maintenance and security of its own network facilities.

Database Updates. Customer shall furnish all information reasonably requested by EMPIRE UNIFIED in order for EMPIRE UNIFIED to provide each Service. Customer shall ensure that all information and data that it has given or that it will give to EMPIRE UNIFIED, including but not limited to Customer’s billing information, mailing address and email address, is current and accurate at all times. EMPIRE UNIFIED shall have no responsibility to verify the accuracy of any information provided by Customer and shall have no liabilities or obligation relative to any amount billed or notices delivered incorrectly as a result of inaccurate information provided by Customer and Customer’s failure to correct or update the same.

Traffic Requirements. If during any 24-hour period, Customer’s Answer Seizure Ratio (ASR) is calculated by EMPIRE UNIFIED to be below 60.0% and/or the Average Length of Call (ALOC) is calculated by EMPIRE UNIFIED to be below 60.0 seconds, EMPIRE UNIFIED may immediately and without notice:

Charge Customer a surcharge of $0.01 per call attempt, which shall be in addition to all other fees and charges billed to Customer for its consumption of the Service(s); or

Modify its billing method and charge Customer for its consumption of Service(s) in accordance with EMPIRE UNIFIED’s then current Short Duration Rate Deck.

Customer acknowledges that requests to port numbers away from EMPIRE UNIFIED’s Network will be completed not less than seven (7) days from the date of the request. Customer also acknowledges that it will not port any vanity or 800 numbers without verification from the end user. Customer agrees to comply with all LNP policies established from time to time by EMPIRE UNIFIED. EMPIRE UNIFIED may modify its LNP policies at any time with or without notice to Customer and customer agrees to comply with all such modifications.

Usage. EMPIRE UNIFIED reserves the right, in its sole discretion, to examine Customer’s voice, fax and toll-free calling usage pattern and adjust the rates or impose a surcharge if such usage pattern is not normal or customary under generally accepted industry standards for the type of voice Service being used (“Non-Customary Calling”). In the event EMPIRE UNIFIED adjusts Customer’s rates due to Non-Customary Calling, Customer’s sole and exclusive remedy shall be to terminate the remaining usage commitment (if any) under the applicable Service Order. In such event, Customer shall continue to be liable for any access loop monthly recurring charges through the remainder of the Service Order Term.

If 10% or more of Customer’s completed calls during any billing cycle constitute calls with a duration of less than six seconds in length (each, a “Short Duration Call”), EMPIRE UNIFIED may charge each Short Duration Call during such Billing Cycle (including those Short Duration Calls under the 10% threshold) an additional $0.01 surcharge per call. EMPIRE UNIFIED shall rate all such calls to the fourth (4th) decimal. In the event of any inconsistency between the provisions of this paragraph and an applicable pricing table set forth in an Attachment or a Service Order, the provisions in this paragraph shall control.

If the completion percentage of Customer’s attempted calls is in excess of 50% (the “Non-Completed Call Percentage Threshold”) for any given week on any given trunk group, EMPIRE UNIFIED may, in its sole discretion: (a) upon 30 calendar days email notice, disconnect any and all circuits providing the applicable Service; or (b) charge a surcharge equal to $20 per DS-O for all circuits providing such Service.

All domestic calls will be rated in six (6) second increments with a six (6) second per call minimum and rounded to the third decimal place for each call charge. All international and calling card calls will be rated in six (6) second increments with a thirty (30) second per call minimum and rounded to the third decimal place for each call charge except Mexico, which will be rated in sixty (60) second increments.

For purposes of this section and the subparagraphs thereunder, the following terms and definitions shall apply. “Time Point” or “TP” shall be the measurement method for call duration. TP-1 is the “request for service event”; TP-6 is the “answer detected event”; TP-7 is the “call disconnect event”. Call duration shall be measured as follows: for Carrier Toll-Free Transport (TDM) and CIC products (TDM and VOIP), call duration is measured Disconnect time (Time Point 7 minus Start time (Time Point 1); or for all other circuit switched and NOS products (TDM), call duration is conversation time and is measured Disconnect time (Time Point 7) minus Service Established time (Time Point 6); or (c) for VoIP Services, call duration is conversation time and is measured as Disconnect Time (BYE message) minus Service Established time.

The following minimum utilization requirement (“Utilization Commitment”) shall apply to end user dedicated 1+ outbound service and end user Dedicated 8xx Inbound Service:

No EMPIRE UNIFIED port (“Port”) to which any dedicated access loop (“DAL”) is connected may have zero traffic utilization for thirty (30) consecutive days following the first three (3) calendar months after connection of the Port to the DAL.

If the Customer violates the foregoing Utilization Commitment, EMPIRE UNIFIED may, in its sole discretion and upon thirty (30) calendar days e-mail notice, disconnect the DAL from the Port. This will not excuse Customer from paying the monthly charge for such Loop or release Customer from any monthly usage commitment set forth in any applicable Service Order.

Subject to EMPIRE UNIFIED’s Underutilization Policy, if in any applicable monthly or annual period, Customer’s total utilization is less than the Utilization Commitment, Customer shall pay EMPIRE UNIFIED an underutilization charge (“Underutilization Charge”) equal to the difference between the Utilization Commitment and Customer’s total utilization of the applicable Services for such monthly or annual period. Such payment shall be in addition to any current usage or recurring monthly charges and shall be paid within thirty (30) days of Customer’s receipt of an invoice containing such Underutilization Charge(s). Customer hereby agrees that the Utilization Commitment and Underutilization Charge(s) are reasonable.

Recording of Calls. EMPIRE UNIFIED hereby puts Customer on notice that any calls between Customer and EMPIRE UNIFIED personnel may be recorded for quality assurance and other commercially reasonable purpose. Customer hereby acknowledges and agrees that such calls may be recorded. Customer is solely responsible for complying with all one-party and two-party consent rules regarding the recording of telephone calls.

Service Delivery. EMPIRE UNIFIED will deliver Service to the network point of presence (POP) or demarc, and a Service is considered installed and working when it is turned over clean at the POP or demark, as applicable. Extension of Service beyond the demarc is the responsibility of Customer. If Customer elects to and use EMPIRE UNIFIED and EMPIRE UNIFIED chooses to extend the beyond the demarc, the Service will not be covered under EMPIRE UNIFIED’s SLA. If EMPIRE UNIFIED extends Service beyond the demarc, the Service will be considered in working condition once accepted by Customer and EMPIRE UNIFIED will have no further obligation to maintain the Service. Any delay in extension of the Service beyond the demarc by EMPIRE UNIFIED will not delay the billing of the Service or Customer’s liability for such billing.

9-1-1/E9-1-1

Services/Disclaimers/Limitations Of Liability

9-1-1 & VoIP

Customer Notice of 9-1-1 and E9-1-1 Service Limitations

PLEASE READ THIS NOTICE CAREFULLY. AS A USER OF EMPIRE UNIFIED SESSION INITIATION PROTOCOL (“SIP”) BASED VOICE OVER INTERNET PROTOCOL (“VOIP”) SERVICES, YOU ARE REQUIRED TO AGREE THAT YOU HAVE READ AND UNDERSTOOD THE LIMITATIONS ASSOCIATED WITH THE 9-1-1 AND E9-1-1 EMERGENCY SERVICES AVAILABLE THROUGH THE EMPIRE UNIFIED CALLING SERVICES. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE ANY EMPIRE UNIFIED CALLING SERVICES.

Definitions: Terms capitalized when used within this document have the following meanings:

“9-1-1 Services” means functionality that allows end users to contact emergency services by dialing the digits 9-1-1.

“Enhanced 9-1-1 Service” or “E9-1-1” means the ability to route an emergency call to the designated entity authorized to receive such calls, which in many cases is a Public Safety Answering Point (“PSAP”), serving the Customer’s registered or user-provided address and to deliver the user’s telephone number and registered address information automatically to the emergency operator answering the call.

“Basic 9-1-1 Service” means the ability to route an emergency call to the designated entity authorized to receive such calls serving the Customer’s registered or user-provided address. With basic 9-1-1, the emergency operator answering the phone will not have access to the caller’s telephone number or address information unless the caller provides such information verbally during the emergency call.

With Enhanced 9-1-1 Service (“E9-1-1”), when a caller from your registered location dials the digits 9-1-1 from any Empire Unified offered calling service that is associated with a phone number and a properly registered address, the phone number and address are automatically presented to the local emergency center serving the location. Emergency operators will have access to this information regardless of whether the caller is able to verbally provide such information.

With Basic 9-1-1 Service, when a caller from your registered location dials the digits 9-1-1, the call is sent to the local emergency center serving that location. Operators answering the call will not have automatic access to the caller’s call-back telephone number or the associated registered address, even if that address has been properly registered, because with Basic 9-1-1 Service the emergency center is not equipped to receive, capture or retain the telephone number associated with the Empire Unified calling service or the registered address. Accordingly, callers must be prepared to provide both call-back and address information. If the call is dropped or disconnected, or if the caller is unable to speak, the emergency operator answering the call will not be able to call the caller back or dispatch help to the caller’s address if call-back and address information has not been provided by the caller.

EMERGENCY SERVICE DISCLOSURE APPLICABLE TO ALL CALLING SERVICES OFFERED BY Empire Unified:

The limitations detailed below are applicable to all of Empire Unified’s calling services (which include but are by no means limited to: Phonebooth OnDemand, SIP Trunking, SIP Origination/Termination, Boxset, FreePBX/SipStation, and Hosted IP-PBX). Customer agrees to inform all users of Empire Unified’s calling services of the potential complications arising from the delivery of emergency services when dialing 9-1-1. Specifically, Customer acknowledges and agrees to inform all employees, guests and other third persons who may use Empire Unified’s VoIP calling services of the limitations detailed below associated with all of Empire Unified’s emergency calling capabilities.

All of Empire Unified’s Calling Services Have 9-1-1 Capabilities that are Different Than Those Offered by Traditional Providers of Local Telephone Services: Customer acknowledges and agrees that all of Empire Unified’s calling services are Internet based and that the 9-1-1 calling capabilities associated with all of Empire Unified’s calling services are different from those offered by traditional providers of local telephone services. Empire Unified’s VoIP calling services are not meant to be relied upon in the case of an emergency. While Empire Unified attempts to provide access to emergency service, these VoIP services are not intended to be used to support or to carry emergency calls to any type of hospitals, law enforcement agencies, medical care units or any other kind of emergency services. YOU SHOULD MAINTAIN AN ALTERNATIVE MEANS OF CALLING EMERGENCY SERVICES.

9-1-1 Service Will NOT Work If You Experience A Power Outage, Service Outage or any other network disruption. Outages of your electricity and problems with your connection, including network congestion, will disrupt any Empire Unified calling service and you will not be able to use it for 9-1-1 emergency calling.

9-1-1 Service Will NOT Work If Your Service Is Disconnected Or You Experience An Outage For Any Reason. If you have a service outage due to a suspension of your account due to billing issues or for any other reason, you will not be able to use any Empire Unified calling services for any calls, including for emergency 9-1-1 calls.

You May Not Be Able To Reach the Correct Emergency Service Center If You Fail to Register A Valid Service Address. Failure to provide a correct physical address in the correct format may cause all Basic 9-1-1 Service or E9-1-1 calls to be routed to the incorrect local emergency service Empire Unified. Furthermore, use of any Empire Unified calling service from a location other than the location to which such service was ordered, i.e., the “primary registered address,” may result in Basic or Enhanced 9-1-1 calls being routed to the incorrect local emergency service Empire Unified.

You May Not Be Able to Reach the Correct Emergency Services If You Move Your Phone to a Location Different From the Address You Initially Registered. It is important that you register accurate location information every time you move the equipment associated with your Empire Unified calling service. If you move your Empire Unified equipment to another location without reregistering, when you dial 9-1-1, you may not be able to reach any emergency personnel. Even if you do reach emergency personnel, if you have not provided valid location information you will not be calling the emergency personnel near your actual location and this emergency personnel may not be able to transfer your call or respond to your emergency.

You May Not Be Able to Reach the Correct Emergency Services If You Fail to Accurately Register or Reregister Your New Location Or Call 9-1-1 Within 48 Hours of Updating Your Location. It is important that you register an accurate location when you initiate your service and every time you move the equipment associated with your Empire Unified VoIP calling service. When you change your location, it may take up to 48 hours for your location change to be reflected in our records. During that time, you may not be able to reach the correct emergency services center or any emergency service by dialing 9-1-1.

Empire Unified UNDERSTANDS THAT YOU HAVE READ AND UNDERSTAND THE LIMITATIONS ASSOCIATED WITH THE 9-1-1 AND E-9-1-1 EMERGENCY SERVICES AVAILABLE THROUGH THE Empire Unified CALLING SERVICES.

Any obligations that may be imposed by federal and state law on operators of private branch exchange or multiline telephone systems are obligations imposed on you, the Customer, and not on Empire Unified.

Empire Unified’s calling services will only be used for business, non-residential purposes in an environment that requires either multiple lines or extensions and if this situation ever changes you will discontinue the use of Empire Unified’s calling services.

E 9-1-1 Kari’S Law/Ray Baum’S Act Mlts Disclosure And Waiver

Notice of Compliance of MLTS E9-1-1 Requirements.

Effective February of 2020, Kari’s Law requires direct 9-1-1 dialing and notification capabilities in multi-line telephone systems (MLTS), In addition, Kari’s Law applies only with respect to MLTS that are manufactured, imported, offered for first sale or lease, first sold or leased, or installed after February 16, 2020.

MLTS manufacturers and vendors must pre-configure these systems to support direct dialing of 9-1-1—that is, to enable the user to dial 9-1-1 without having to dial any prefix or access code, such as the number 9. In addition, MLTS installers, managers, and operators must ensure that the systems support 9-1-1 direct dialing.

MLTS providers must also implement the notification requirement of Kari’s Law, which is intended to facilitate building entry by first responders. When a 9-1-1 call is placed on a MLTS system, the system must be configured to notify a central location on-site or off-site where someone is likely to see or hear the notification. Examples of notification include conspicuous on-screen messages with audible alarms for security desk computers using a client application, text messages for smartphones, and email for administrators. Notification shall include, at a minimum, the following information:

The fact that a 9-1-1 call has been made;

A valid callback number; and

The information about the caller’s location that the MLTS conveys to the public safety answering point (PSAP) with the caller to 9-1-1; provided, however, that the notification does not have to include a callback number or location information if it is technically infeasible to provide this information. (47 CFR § 9.3.)

IT IS THE CUSTOMER’S RESPONSIBILITY TO MAKE SURE IT HAS REASONABLE EMPLOYEE MONITORING OF THE NOTIFICATION SYSTEM.

Under Section 506 of RAY BAUM’S Act, an MLTS provider must ensure that “dispatchable location” is conveyed with 9-1-1 calls to dispatch centers, regardless of the technological platform used, including 9-1-1 calls from MLTS. Dispatchable location means a location delivered to the PSAP with a 9-1-1 call that consists of the validated street address of the calling party, plus additional information such as suite, apartment, or similar information necessary to adequately identify the location of the calling party. (47 CFR § 9.3.)

IT IS THE CUSTOMER’S RESPONSIBILITY TO MAKE SURE IT HAS REASONABLE EMPLOYEE MONITORING OF THE DISPATCHABLE LOCATION DESIGNATION SO THAT WHEN EMERGENCY 9-1-1 FIRST RESPONDERS ARRIVE THEY KNOW WHAT ROOM/LOCATION TO DIRECT THEM TO.

Quoting Terms

Empire Telecom provides quotes at no cost to new and or existing clients, Empire Telecomunications LLC and EmpireTV LLC reserve the right to charge and or to withhold any quotes from any party once a project reach tier 3, tier 3 of a project is when a client proceeds with a project past quoting such as in-person meetings, demos, Sandbox accounts, equipment or any other item that will coast Empire Telecommunication money, Prices are set at $200 per hour for any labor and any other coast plus 20% [Disclaimer: If you are ever in tier 3 of a project we advise you notify the Empire agent you are dealing with since this will be upheld besides if there is a writing email and or addendum from an Empire authorized agent provoking this]

Moves Adds Changes/Orders

Empire Telecom takes no responsibility for any moves ads changes orders done with any of our third-party partners. empire telecom reserves the right to assist clients with placing any orders while no being responsible for any loss of damage and/or delay of delivery: if you have placed an order through Empire Telecom and have any questions please reach out to MAC@empiretelecomnj.com or call 732.363.9898

Lec Cable Companies Orders And Contract Information

Empire Telecom takes no responsibility for any orders contract information or general information obtained from any local and business cable and LEC companies such as and not limited to Verizon, Spectrum, Comcast, COX, Frontier. Moves add and changes with such carriers are a service provided by Empire Telecom LLC and will not take responsibility for any misinformation by these carriers.

Business Services Customer Terms And Conditions

The Customer named on the Empire Telecom Business Service Order Agreement and Empire Telecom (“Empire Telecom”) agree that the terms and conditions on the Empire Telecom Business Service Order Agreement and these terms and conditions constitute the agreement (the “Agreement”) for the provision of the Services selected by Customer and designated on a Service Order. Services may include Empire Telecom Business and Hospitality commercial high-speed internet services (“Internet”) and Empire Telecom Business and Hospitality commercial digital voice services, including enhanced voice, toll free and trunk services (“Voice”) (each a “Service” and collectively “Services”).

The terms and conditions in the “GENERAL TERMS AND CONDITIONS” section below are applicable to all Services. Additional terms and conditions apply to the Internet and the Voice Service and should be reviewed in either the “ADDITIONAL TERMS APPLICABLE TO INTERNET SERVICE” section, or the “ADDITIONAL TERMS APPLICABLE TO VOICE SERVICE” section, as applicable.

Part I. General Terms And Conditions

Article 1. Definitions

Affiliate: Any entity that controls, is controlled by or is under common control with Empire Telecom.

Agreement: These terms and conditions and the Service Order Agreement executed by Customer.

Empire Telecom Equipment: Any and all facilities, equipment or devices provided by Empire Telecom or its authorized contractors at the Service Location(s) that are used to deliver any of the Services including, but not limited to, all terminals, wires, modems, lines, circuits, ports, routers, gateways, switches, channel service units, data service units, cabinets, and racks. Notwithstanding the above, inside telephone wiring, whether or not installed by Empire Telecom, shall not be considered Empire Telecom Equipment.

Confidential Information: All information regarding either party’s business which has been marked or is otherwise communicated as being “proprietary” or “confidential.” or which reasonably should be known by the receiving party to be proprietary or confidential information. Without limiting the generality of the foregoing, Confidential Information shall include, even if not marked, the Agreement, all Licensed Software, promotional materials, proposals, quotes, rate information, discount information, subscriber information, network upgrade information and schedules, network operation information (including without limitation information about outages and planned maintenance) and invoices, as well as the parties’ communications regarding such items.

Customer-Provided Equipment: Any and all facilities, equipment or devices supplied by Customer for use in connection with the Services.

Licensed Software: Computer software or code provided by Empire Telecom or required to use the Services, including without limitation, associated documentation, and all updates thereto.

Party: A reference to Empire Telecom or the Customer; and in the plural, a reference to both companies.

Service(s): The Internet, Toll Free Trunk and Voice services provided by Empire Telecom to Customer described in one or more Service Order(s). All Services are for commercial use only, except as otherwise expressly permitted herein.

Service Commencement Date: The date(s) on which Empire Telecom first makes Service available for use by Customer. A single Service Order containing multiple Service Locations or Services may have multiple Service Commencement Dates.

Service Order: A request for Empire Telecom to provide the Services to Service Location(s) submitted by Customer to Empire Telecom (a) on a then-current Empire Telecom form designated for that purpose or (b) if available, through an Empire Telecom electronic order processing system designated for that purpose.

Service Order Agreement: The agreement under which all Service Orders are submitted to Empire Telecom.

Service Location(s): The Customer location(s) where Empire Telecom provides the Services.

Service Term: The duration of time (commencing on the Service Commencement Date) for which Services are ordered, as specified in a Service Order.

Tariff: A federal or state Empire Telecom tariff and the successor documents of general applicability that replace such tariff in the event of detariffing.

Termination Charges: Charges that may be imposed by Empire Telecom if, prior to the end of the applicable Service Term (a) Empire Telecom terminates Services for cause or (b) Customer terminates Services without cause. Termination Charges with respect to each terminated Service Order shall equal, in addition to all amounts payable by Customer in accordance with Section 5.3, seventy-five percent (75%) of the remaining monthly fees that would have been payable by Customer under the Service Order if the Services described in the Service Order had been provided until the end of the Service Term. In the event the Agreement is terminated as herein described during the initial Service Term, Termination Charges shall also include one hundred percent (100%) of any amount paid by Empire Telecom in connection with Custom Installation, as that term is defined in Section 2.7, for the Services provided by Empire Telecom under the Service Order.

Article 2. Delivery Of Services

2.1 Orders. Customer shall submit to Empire Telecom a properly completed Service Order to initiate Services to a Service Location(s). A Service Order shall become binding on the parties when (i) it is specifically accepted by Empire Telecom either electronically or in writing, (ii) Empire Telecom begins providing the Services described in the Service Order or (iii) Empire Telecom begins Custom Installation (as defined in Section 2.7) for delivery of the Services described in the Service Order, whichever is earlier. When a Service Order becomes effective it shall be deemed part of, and shall be subject to, the Agreement.

2.2 Speed. Empire Telecom makes no representation regarding the speed of the Internet Service. Actual speeds may vary and are not guaranteed. Many factors affect speed including, without limitation, the number of workstations using a single connection.

2.3 Access. Customer, at no cost to Empire Telecom, shall secure and maintain all necessary rights of access to Service Location(s) for Empire Telecom to install and provide the Services, unless Empire Telecom has secured such access prior to this Agreement. In addition, Customer shall provide an adequate environmentally controlled space and such electricity as may be required for installation, operation, and maintenance of the Empire Telecom Equipment used to provide the Services within the Service Location(s). Empire Telecom and its employees and authorized contractors will require free ingress and egress into and out of the Service Location(s) in connection with the provision of Services. Upon reasonable notice from Empire Telecom, Customer shall provide all required access to Empire Telecom and its authorized personnel.

2.4 Service Commencement Date. Upon installation and connection of the necessary facilities and equipment to provide the Services, or in the case of Voice, the day Voice Service is activated, Empire Telecom shall notify Customer that the Services are available for use, and the date of such notice shall be called the “Service Commencement Date.” Any failure or refusal on the part of Customer to be ready to receive the Services on the Service Commencement Date shall not relieve Customer of its obligation to pay applicable Service charges.

2.6 Customer-Provided Equipment. Empire Telecom shall have no obligation to install, operate, or maintain Customer-Provided Equipment. Customer alone shall be responsible for providing maintenance, repair, operation and replacement of all inside telephone wiring and equipment and facilities on the Customer’s side of the cable modem, route and/or coaxial input connection. All Customer-Provided Equipment and wiring that Customer uses in connection with the Services must be fully compatible with the Services. Customer shall be responsible for the payment of all charges for troubleshooting, maintenance or repairs attempted or performed by Empire Telecom’s employees or authorized contractors when the difficulty or trouble report results from Customer-Provided Equipment.

2.7 Engineering Review. Each Service Order submitted by Customer shall be subject to an engineering review by Empire Telecom. The engineering review will determine whether the cable plant must be extended, built or upgraded in order to provide the ordered Services at the requested Service Location(s), or whether Service installation has to be expedited to meet the Customer’s requested Service Commencement Date (“Custom Installation”). Empire Telecom will provide Customer written notification in the event Service installation at any Service Location will require an additional one-time installation fee (“Custom Installation Fee”). Customer will have five (5) days from receipt of such notice to reject the Custom Installation Fee and terminate, without further liability, the Service Order with respect to the affected Service Location(s).

Article 3. Charges, Billing And Payment

3.1 Charges. Customer shall pay Empire Telecom one hundred percent (100%) of the Custom Installation Fee prior to the installation of Service. Customer further agrees to pay all charges associated with the Services, as set forth or referenced in the applicable Service Order(s) or invoiced by Empire Telecom. These charges may include, but are not limited to installation charges, monthly recurring service charges, usage charges including without limitation charges for the use of Empire Telecom Equipment, per-call charges, charges for service calls, maintenance and repair charges, and applicable federal, state, and local taxes, fees, surcharges and recoupments (however designated). Some Services such as measured and per-call charges, (as explained below in the Voice Additional Terms) may be invoiced after the Service has been provided to Customer. Except as otherwise indicated herein or on the applicable Service Order(s), monthly recurring charges for Internet Services shall not increase during the initial Service Term.

3.2 Third-Party Charges. Customer may incur charges from third party service providers that are separate and apart from the amounts charged by Empire Telecom. These may include, without limitation, charges resulting from accessing on-line services, calls to parties who charge for their telephone based services, purchasing or subscribing to other offerings via the Internet or interactive options on Public View Video, Video, or otherwise. Customer agrees that all such charges, including all applicable taxes, are Customer’s sole responsibility. In addition, Customer is solely responsible for protecting the security of credit card information provided to others in connection with such transactions.

3.3 Payment of Bills. Except as otherwise indicated herein or on the Service Order(s), Empire Telecom will invoice Customer in advance on a monthly basis for all monthly recurring Service charges and fees arising under the Agreement. All other charges will be billed monthly in arrears. Customer shall make payment to Empire Telecom for all invoiced amounts within thirty (30) days after the date of the invoice. Any amounts not paid to Empire Telecom within such period will be considered past due. If a Service Commencement Date is not the first day of a billing period, Customer’s next monthly invoice shall include a pro-rated charge for the Services, from the date of installation to the first day of the new billing. In certain cases, Empire Telecom may agree to provide billing services on behalf of third parties, as the agent of the third party. Any such third-party charges shall be payable pursuant to any contract or other arrangement between Customer and the third party. Empire Telecom shall not be responsible for any dispute regarding these charges between Customer and such third party. Customer must address all such disputes directly with the third party.

3.4 Partial Payment. Partial payment of any bill will be applied to the Customer’s outstanding charges in the amounts and proportions as solely determined by Empire Telecom. No acceptance of partial payment(s) by Empire Telecom shall constitute a waiver of any rights to collect the full balance owed under the Agreement.

3.5 Payment by Credit Card. Upon Customer’s written request and Empire Telecom’s acceptance of such request, Empire Telecom will accept certain credit card payments for charges generated under the Agreement. By providing Empire Telecom with a credit card number, Customer authorizes Empire Telecom to charge the card for all charges generated under this Agreement, until (i) this Agreement is terminated or (ii) Customer provides sixty (60) days prior notice that Empire Telecom stop charging the credit card. Customer agrees to provide Empire Telecom with updated credit card or alternate payment information on a timely basis prior to the expiration or termination of the credit card on file or in the event that Customer’s credit card limit is or will be insufficient to cover payment. If Empire Telecom is unable to charge Customer’s credit card for any reason, Customer agrees to pay all amounts due, including any late payment charges or bank charges, upon demand by Empire Telecom. Empire Telecom may limit the option to pay by credit card to specific Services or may discontinue acceptance of credit card payments in whole or in part upon thirty (30) days prior notice to Customer.

3.7 Taxes and Fees. Customer shall be responsible for the payment of any and all applicable local, state, and federal taxes or fees (however designated). Customer will be responsible to pay any Service fees, payment obligations and taxes that become applicable retroactively.

3.9 Disputed Invoice. If Customer disputes any portion of an invoice, Customer must pay the undisputed portion of the invoice and submit a written claim, including all documentation substantiating Customer’s claim, to Empire Telecom for the disputed amount of the invoice by the invoice due date. The Parties shall negotiate in good faith to resolve the dispute. However, should the parties fail to mutually resolve the dispute within sixty (60) days after the dispute was submitted to Empire Telecom, all disputed amounts shall become immediately due and payable to Empire Telecom.

3.10 Past-Due Amounts. Any undisputed payment not made when due will be subject to a reasonable late charge not to exceed the highest rate allowed by law on the unpaid invoice. If Customer’s account is delinquent, Empire Telecom may refer the account to a collection agency or attorney that may pursue collection of the past due amount and/or any Empire Telecom Equipment that Customer fails to return in accordance with the Agreement. If Empire Telecom is required to use a collection agency or attorney to collect any amount owed by Customer or any unreturned Empire Telecom Equipment, Customer agrees to pay all reasonable costs of collection or other action. The remedies set forth herein are in addition to and not in limitation of any other rights and remedies available to Empire Telecom under the Agreement or at law or in equity.

3.11 Rejected Payments. Except to the extent otherwise prohibited by law, Customer will be assessed a service charge up to the full amount permitted under applicable law for any check or other instrument used to pay for the Services that has been rejected by the bank or other financial institution.

3.12 Fraudulent Use of Services. Customer is responsible for all charges attributable to Customer with respect to the Services, even if incurred as the result of fraudulent or unauthorized use of the Services. Empire Telecom may, but is not obligated to, detect or report unauthorized or fraudulent use of Services to Customer. Empire Telecom reserves the right to restrict, suspend or discontinue providing any Service in the event of fraudulent use by Customer.

Article 4. Term

4.1 Agreement Term. This Agreement shall terminate upon the expiration or other termination of the final existing Service Order entered into under this Agreement. The term of a Service Order shall commence on the Service Commencement Date and shall terminate at the end of the stated Service Term of such Service. Unless otherwise stated in these terms and conditions, if a Service Order does not specify a term of service, the Service Term shall be one (1) year from the Service Commencement Date.

Article 5. Termination Of Agreement And/Or A Sales Order

5.1 Termination for Convenience. Notwithstanding any other term or provision in this Agreement, Customer shall have the right to terminate a Service Order, or this Agreement in whole or part, at any time during the Service Term upon sixty (60) days prior notice to Empire Telecom, and subject to payment to Empire Telecom of all outstanding amounts due for the Services, any and all applicable Termination Charges, and the return of any and all Empire Telecom Equipment.

5.2 Termination for Cause.

(a) If Customer is in breach of a payment obligation (including failure to pay a required deposit), and fails to make payment in full within ten (10) days after receipt of notice of default, or has failed to make payments of all undisputed charges on or before the due date on three (3) or more occasions during any twelve (12) month period, Empire Telecom may, at its option, terminate this Agreement, terminate the affected Service Orders, suspend Service under the affected Service Orders, and/or require a deposit, advance payment, or other satisfactory assurances in connection with any or all Service Orders as a condition of continuing to provide the Services. However, Empire Telecom will not take any such action as a result of Customer’s non-payment of a charge that is the subject of a timely billing dispute, unless the parties have reviewed the dispute and determined in good faith that the charge is correct.

(b) If either party breaches any material term of this Agreement and the breach continues without remedy for thirty (30) days after notice of default, the non-defaulting party may terminate for cause any Service Order materially affected by the breach.

(c) A Service Order may be terminated by either party immediately upon notice if the other party has become insolvent or involved in liquidation or termination of its business, or adjudicated bankrupt, or been involved in an assignment for the benefit of its creditors.

(d) Termination by either party of a Service Order does not waive any other rights or remedies that it may have under this Agreement.

5.4 Regulatory and Legal Changes. The parties acknowledge that the respective rights and obligations of each party as set forth in this Agreement upon its execution are based on law and the regulatory environment as it exists on the date of execution of this Agreement. Empire Telecom may, in its sole discretion, immediately terminate this Agreement, in whole or in part, in the event there is a material change in any law, rule, regulation, Force Majeure event, or judgment of any court or government agency, and that change affects Empire Telecom’s ability to provide the Services herein.

Article 6. Limitation Of Liability; Disclaimer Of Warranties; Warnings

6.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSS REVENUE, LOSS OF USE, LOSS OF BUSINESS OR LOSS OF PROFIT, WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR TORT, PROVIDED, HOWEVER, THAT NOTHING HEREIN IS INTENDED TO LIMIT CUSTOMER’S LIABILITY FOR AMOUNTS OWED FOR THE SERVICES, FOR ANY EQUIPMENT OR SOFTWARE PROVIDED BY Empire Telecom OR FOR EARLY TERMINATION CHARGES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ENTIRE LIABILITY OF Empire Telecom AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS OR CONTRACTORS (“ASSOCIATED PARTIES”) FOR LOSS, DAMAGES AND CLAIMS ARISING OUT OF THE DELIVERY OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, DELAY IN THE INSTALLATION OF SERVICES OR THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR THE Empire Telecom EQUIPMENT SHALL BE LIMITED TO A SUM EQUIVALENT TO THE APPLICABLE OUT-OF-SERVICE CREDIT. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS AGREEMENT.

6.2 THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT WITH RESPECT TO THE SERVICES, Empire Telecom EQUIPMENT, OR LICENSED SOFTWARE. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT ALLOWED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Empire Telecom DOES NOT WARRANT THAT THE SERVICES, Empire Telecom EQUIPMENT, OR LICENSED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF LATENCY OR DELAY, OR THAT THE SERVICES, Empire Telecom EQUIPMENT, OR LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES, Empire Telecom EQUIPMENT, OR LICENSED SOFTWARE WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.

6.3 Empire Telecom MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES, Empire Telecom EQUIPMENT, OR LICENSED SOFTWARE FOR USE BY THIRD PARTIES.

6.4 IN NO EVENT SHALL Empire Telecom, OR ITS ASSOCIATED PARTIES, SUPPLIERS, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO: (i) STORED, TRANSMITTED, OR RECORDED DATA, FILES, OR SOFTWARE; (ii) ANY ACT OR OMISSION OF CUSTOMER, ITS USERS OR THIRD PARTIES; (iii) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; OR (iv) LOSS OR DESTRUCTION OF ANY CUSTOMER HARDWARE, SOFTWARE, FILES OR DATA RESULTING FROM ANY VIRUS OR OTHER HARMFUL FEATURE OR FROM ANY ATTEMPT TO REMOVE IT.

6.5 DISRUPTION OF SERVICE. Empire Telecom shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Services, directly or indirectly caused by, or proximately resulting from, any circumstances, including, but not limited to, causes attributable to Customer or Customer- Equipment; inability to obtain access to the Service Locations; loss of use of poles or other utility facilities; strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightening, earthquake, wind, ice, extreme weather conditions or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation or delivery of the Services.

6.6 Customer’s sole and exclusive remedies under this Agreement are as expressly set forth in this Agreement. Certain of the above exclusions may not apply if the state in which a Service is provided does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of Empire Telecom and its affiliates and agents is limited to the maximum extent permitted by law.

Article 7. Indemnification

7.1 Subject to Article 6, each Party (“Indemnifying Party”) will indemnify and hold harmless the other Party (“Indemnified Party”), its affiliates, officers, directors, employees, stockholders, partners, providers, independent contractors and agents from and against any and all joint or several costs, damages, losses, liabilities, expenses, judgments, fines, settlements and any other amount of any nature, including reasonable fees and disbursements of attorneys, accountants, and experts, arising from any and all claims, demands, actions, suits, or proceedings whether civil, criminal, administrative, or investigative (collectively, “Claims”) relating to: (i) any Claim of any third party resulting from the negligence or willful act or omission of Indemnifying Party arising out of or related to the Agreement, the obligations hereunder, and uses of Services, Empire Telecom Equipment, and Licensed Software; and (ii) any Claim of any third party alleging infringement of a U.S. patent or U.S. copyright arising out of or related to this Agreement, the obligations hereunder, and the use of Services, Empire Telecom Equipment, and Licensed Software.

7.2 The Indemnifying Party agrees to defend the Indemnified Party for any loss, injury, liability, claim or demand (“Actions”) that is the subject of Article 7 hereof. The Indemnified Party agrees to notify the Indemnifying Party promptly, in writing, of any Actions, threatened or actual, and to cooperate in every reasonable way to facilitate the defense or settlement of such Actions. The Indemnifying Party shall assume the defense of any Action with counsel of its own choosing, but which is reasonably satisfactory to the Indemnified Party. The Indemnified Party may employ its own counsel in any such case, and shall pay such counsel’s fees and expenses. The Indemnifying Party shall have the right to settle any claim for which indemnification is available; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Article 8. Software & Services

8.1 License. If and to the extent Customer requires the use of Licensed Software in order to use the Services supplied under any Service Order, Customer shall have a personal, nonexclusive, nontransferable, and limited license to use the Licensed Software in object code only and solely to the extent necessary to use the applicable Service during the corresponding Service Term. Customer may not claim title to, or an ownership interest in, any Licensed Software (or any derivations or improvements thereto) and Customer shall execute any documentation reasonably required by Empire Telecom, including, without limitation, end-user license agreements for the Licensed Software. Empire Telecom and its suppliers shall retain ownership of the Licensed Software, and no rights are granted to Customer other than a license to use the Licensed Software under the terms expressly set forth in this Agreement.

8.2 Restrictions. Customer agrees that it shall not: (i) copy the Licensed Software (or any upgrades thereto or related written materials) except for emergency back-up purposes or as permitted by the express written consent of Empire Telecom; (ii) reverse engineer, decompile, or disassemble the Licensed Software; (iii) sell, lease, license, or sublicense the Licensed Software; or (iv) create, write, or develop any derivative software or any other software program based on the Licensed Software.

8.3 Updates. Customer acknowledges that the use of the Services may periodically require updates and/or changes to certain Licensed Software resident in the Empire Telecom Equipment or Customer-Provided Equipment. If Empire Telecom has agreed to provide updates and changes, Empire Telecom may perform such updates and changes remotely or on-site, at Empire Telecom’s sole option. Customer hereby consents to, and shall provide free access for, such updates deemed reasonably necessary by Empire Telecom.

8.4 Ownership of Telephone Numbers and Addresses. Customer acknowledges that use of the Services does not give it any ownership or other rights in any telephone number or Internet/on-line addresses provided, including but not limited to Internet Protocol (“IP”) addresses, e-mail addresses and web addresses.

8.5 Intellectual Property Rights in the Services. Title and intellectual property rights to the Services are owned by Empire Telecom, its agents, suppliers or affiliates or their licensors or otherwise by the owners of such material. The copying, redistribution, reselling, bundling or publication of the Services, in whole or in part, without express prior written consent from Empire Telecom or other owner of such material, is prohibited.

Article 9. Confidential Information And Privacy

9.1 Disclosure and Use. All Confidential Information shall be kept by the receiving party in strict confidence and shall not be disclosed to any third party without the disclosing party’s express written consent. Notwithstanding the foregoing, such information may be disclosed (i) to the receiving party’s employees, affiliates, and agents who have a need to know for the purpose of performing this Agreement, using the Services, rendering the Services, and marketing related products and services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure); or (ii) as otherwise authorized by this Agreement. Each party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using a degree of care less than a reasonable degree of care.

9.2 Exceptions. Notwithstanding the foregoing, each party’s confidentiality obligations hereunder shall not apply to information that: (i) is already known to the receiving party without a pre-existing restriction as to disclosure; (ii) is or becomes publicly available without fault of the receiving party; (iii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party; (iv) is developed independently by the receiving party without use of the disclosing party’s Confidential Information; or (v) is required to be disclosed by law or regulation.

9.3 Remedies. Notwithstanding any other Article of this Agreement, the non-breaching party shall be entitled to seek equitable relief to protect its interests pursuant to this Article 9, including, but not limited to, injunctive relief.

9.4 Monitoring. Empire Telecom shall have no obligation to monitor postings or transmissions made in connection with the Services, however, Customer acknowledges and agrees that Empire Telecom and its agents shall have the right to monitor any such postings and transmissions from time to time and to use and disclose them in accordance with this Agreement, and as otherwise required by law or government request. Empire Telecom reserves the right to refuse to upload, post, publish, transmit or store any information or materials, in whole or in part, that, in Empire Telecom’s sole discretion, is unacceptable, undesirable or in violation of this Agreement.

Article 9A. Customer Privacy Policies

In addition to the provisions of Article 9, the privacy policy below applies to Empire Telecom’s handling of Customer confidential information. In the event of a conflict between the provisions of Article 9 and any provision of the privacy policy below, the applicable provision of the privacy policy shall prevail in the resolution of the conflict. A copy of Empire Telecom’s privacy policy is available at empiretelecomnj.com/privacy (or any successor URL).

9A.2 Privacy Note Regarding Information Provided to Third Parties: Empire Telecom is not responsible for any information provided by Customer to third parties, and this information is not subject to the privacy provisions of this Agreement or the privacy policies. Customer assumes all privacy and other risks associated with providing personally identifiable information to third parties via the Services.

Article 10. Prohibited Uses

10.1 Resale. Except as otherwise provided in the General Terms and Conditions, Customer may not sell, resell, sublease, assign, license, sublicense, share, provide, or otherwise utilize in conjunction with a third party (including, without limitation, in any joint venture or as part of any outsourcing activity) the Services or any component thereof.

10.3 Violation. Any breach of this Article 10 shall be deemed a material breach of this Agreement. In the event of such material breach, Empire Telecom shall have the right to restrict, suspend, or terminate immediately any or all Service Orders, without liability on the part of Empire Telecom, and then to notify Customer of the action that Empire Telecom has taken and the reason for such action, in addition to any and all other rights and remedies under this Agreement.

Article 11. Service Level Agreements (Sla)

Empire Telecom is committed to providing the highest level of Service to its Customers. The SLA defines the minimum Service expectations a Customer may expect from Empire Telecom Business Services. The remedies set forth in the SLA, which can be found on the Empire Telecom website at empiretelecomnj.com/sla (or any successor URL, “Website”), shall be the Customer’s sole and exclusive remedy for any Service Interruption in the Services, outage, unavailability, delay or other degradation in the Services or any Empire Telecom failure to meet the objectives of the Services.

Article 12. Insurance

12.1 Empire Telecom shall maintain during the Initial Term or any Renewal Term commercial general liability insurance that covers its liability and obligations hereunder including property damage and personal injury.

12.2 The liability limits under these policies shall be, at a minimum, one million ($1,000,000) dollars per occurrence, with a combined single limit for bodily injury and property damage liability.

Article 13. Miscellaneous Terms

13.1 Force Majeure. Neither party shall be liable to the other party for any delay, failure in performance, loss, or damage to the extent caused by force majeure conditions such as acts of God, fire, explosion, power blackout, cable cut, acts of regulatory or governmental agencies, unavailability of right-of- way, unavailability of services or materials upon which the Services rely, or other causes beyond the party’s reasonable control, except that Customer’s obligation to pay for Services provided shall not be excused. Changes in economic, business or competitive condition shall not be considered force majeure events.

13.2 Assignment and Transfer. Neither Party shall assign any right, obligation or duty, in whole or in part, nor of any other interest hereunder, without the prior written consent of the other Party, which shall not be unreasonably withheld. The foregoing notwithstanding, Empire Telecom may assign this Agreement to any affiliate, related entity, or successor in interest without Customer’s consent. In addition, Empire Telecom may partially assign its rights and obligations hereunder to any party that acquires from Empire Telecom all or substantially all of the assets of a network(s) in which the Services is deployed to Customer. All obligations and duties of either Party under this Agreement shall be binding on all successors in interest and assigns of such Party.

13.3 Export Law and Regulation. Customer acknowledges that any products, software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export laws and regulations, and any foreign use or transfer of such products, software, and technical information must be authorized under those regulations. Customer agrees that it will not use distribute, transfer, or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with U.S. export regulations. If requested by Empire Telecom, Customer also agrees to sign written assurances and other export-related documents as may be required for Empire Telecom to comply with U.S. export regulations.

13.4 Notices. Except as otherwise provided in this Agreement, any notices or other communications contemplated or required under this Agreement, in order to be valid, shall be in writing and shall be given via personal delivery, overnight courier, or via U.S. Certified Mail, Return Receipt Requested. Notices to Customer shall be sent to the Customer billing address; notices to Empire Telecom shall be sent to [MAILING ADDRESS] , Attn: Director of Business Customer Operations, with an email copy to: [NOTICE EMAIL] Attn.: Senior Vice President & General Counsel. All such notices shall be deemed given and effective on the day when delivered by overnight delivery service or certified mail.

13.5 Entire Understanding. The Agreement constitutes the entire understanding of the parties related to the subject matter hereof. The Agreement supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the Services or the parties’ rights or obligations relating to the Services. Any prior representations, promises, inducements, or statements of intent regarding the Services that are not expressly provided for in this Agreement are of no effect. Terms or conditions contained in any purchase order, or restrictive endorsements or other statements on any form of payment, shall be void and of no force or effect. Only specifically authorized representatives of Empire Telecom may make modifications to this Agreement or this Agreement’s form. No modification to the form or this Agreement made by a representative of Empire Telecom who has not been specifically authorized to make such modifications shall be binding upon Empire Telecom. No subsequent agreement among the parties concerning the Services shall be effective or binding unless it is executed in writing by authorized representatives of both parties.

13.7 Construction. In the event that any portion of this Agreement is held to be invalid or unenforceable, the parties shall replace the invalid or unenforceable portion with another provision that, as nearly as possible, reflects the original intention of the parties, and the remainder of this Agreement shall remain in full force and effect.

13.8 Survival. The rights and obligations of either party that by their nature would continue beyond the expiration or termination of this Agreement or any Service Order, including without limitation representations and warranties, indemnifications, and limitations of liability, shall survive termination or expiration of this Agreement or any Service Order.

13.9 Choice of Law. The domestic law of the state New Jersey shall govern the construction, interpretation, and performance of this Agreement, except to the extent superseded by federal law.

13.10 No Third Party Beneficiaries. This Agreement does not expressly or implicitly provide any third party (including users) with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege.

13.11 No Waiver. No failure by either party to enforce any rights hereunder shall constitute a waiver of such right(s).

13.12 Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

13.13 Article Headings. The article headings used herein are for reference only and shall not limit or control any term or provision of this Agreement or the interpretation or construction thereof.

13.14 Compliance with Laws. Each of the Parties agrees to comply with all applicable local, state and federal laws and regulations and ordinances in the performance of its respective obligations under this Agreement.

Part Ii. Additional Terms For Internet Service

In addition to Articles 1 through 13 above, Articles 14 and 15A are specifically applicable to Internet Service:

Article 14. Web Hosting

If Customer submits a Service Order(s) for web hosting services, the following terms shall also apply:

14.1 Authorization. By using the Services to publish, transmit or distribute material or content, Customer (i) warrants that the material or content complies with the provisions of the Agreement, (ii) authorizes Empire Telecom, its agents and affiliates to reproduce, publish, distribute, and display such content worldwide and (iii) warrants that Customer has the right to provide such authorization. Customer acknowledges that material posted or transmitted using the Services may be copied, republished or distributed by third parties, and agrees to indemnify, defend and hold harmless Empire Telecom, its agents and affiliates for any harm resulting from such actions.

14.3 Web Site Backup and Restoration. Customer acknowledges and agrees that (i) it is responsible for developing and maintaining procedures (apart from the Services) to protect the Customer content, including, without limitation, making appropriate backup copies of the Customer content as may be necessary for reconstruction of any data, files, informational materials, or electronic messages; and (ii) Empire Telecom is not responsible for backup and restoration of Customer Content.

Article 14A. Provision Of Service/Use

Subject to the terms and conditions herein, Internet Services are intended for commercial use only. Customer is prohibited from reselling Hospitality Internet Services, except that Customer may use such Services to provide internet service to its short-term lodging accommodation end users. Empire Telecom shall provide Hospitality Internet Service to a demarcation point at the Service Location. Customer shall be responsible for any and all facilities, equipment and/or devices required to use Hospitality Internet Services on the customer-side of the demarcation point.

Article 15. Domain Name Registration

If Customer submits a Service Order(s) for domain name registration services, the following terms shall also apply:

15.2 Sub-Domain Name. Should Customer be unable to register a unique domain name, Empire Telecom may grant upon Customer request and only for the term of the Service Order providing for such service, the limited, personal, and non- transferable right to specify and append a sub-domain name to Empire Telecom’s prescribed domain name, for the sole purpose of uniquely identifying Customer’s e-mail address. Empire Telecom does not represent that Customer’s selected sub-domain name will be available. Customer receives no right to Empire Telecom’s domain name other that as specifically stated in this Article 15. Upon the termination of the applicable Service Order, Customer shall surrender all rights, privileges and interest in and to the sub- domain name and Empire Telecom’s domain name.

Part Iii. Additional Terms For Voice Service

In addition to provisions 1 THROUGH 13 above, the following Articles 16 through 20 are specifically applicable to Voice Services.

Article 16. Usage Billing

16.1 Voice Service calling plans billed as a flat monthly fee may not include certain call types. These excluded call types will instead be charged on a per-call basis (e.g., operator services) or a measured basis (e.g., international calls). Generally, for billing purposes, a measured call begins when the call is answered by the called party or an automated answering device (such as an answering machine or fax machine); it ends when one of the parties disconnects the call.

16.2 Except as otherwise provided in these General Terms and Conditions, Voice Service measured calls are recorded in whole minutes, with partial minutes rounded up to the next whole minute. If the computed charge for a measured call or for taxes or surcharges includes a fraction of a cent, the fraction is rounded up to the nearest whole cent.

16.3 Notwithstanding anything to the contrary in this Agreement, some providers (e.g., those involved in calls to foreign countries) charge for a completed call when the called party’s line rings or after a certain number of rings. If such a provider charges Empire Telecom or its Associated Parties, as if such a call were answered by the called party, Empire Telecom will charge Customer for a completed call. Voice Service, including Hospitality Voice Service, pricing lists and fees can be found at empiretelecomnj.com/rates.

Article 17. Use Policy

17.1 Additional Use Restrictions. Except as otherwise provided in the General Terms and Conditions, Voice Service may only be used at Service Location(s) where such service is installed by Empire Telecom. Customer understands and acknowledges that if Customer attempts to install or use the Empire Telecom Equipment or Voice Service at another location, Voice Service, including but not limited to 911/E911, may fail to function or may function improperly. It will be considered a material violation of this Agreement if Customer moves Voice Service to another location without first notifying Empire Telecom. Customer expressly agrees not to use Voice Service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for any other use that results in excessive usage inconsistent with standard commercial calling patterns. If Empire Telecom determines, in its sole discretion, that Customer’s use of Voice Service is excessive or in violation of this Agreement, Empire Telecom reserves the right, among other things, to terminate or modify Voice Service immediately and without notice.

Article 17A. Service Limitation

17A.1 Disruption of Service. Customer acknowledges and understands that Voice Service will not be available for use under certain circumstances, including without limitation when the network or facilities are not operating or if normal electrical power to the MTA, ATA or ALG is interrupted and such equipment does not have a functioning backup. Customer also understands and acknowledges that the performance of the battery backup is not guaranteed. If the battery backup does not provide power, Voice Services will not function until normal power is restored. Customer also understands that certain online features of Voice Service, where such features are available, will not be available under certain circumstances, including but not limited to the interruption of the Internet connection.

17A.2 Provision of Service. Subject to the terms and conditions herein, Voice Services are intended for commercial use only.

Article 18. Limitations Of 911/E911

18.1 Limitations. Voice Services includes a 911/ Enhanced 911 function (“911/E911”) that may differ from the 911 or Enhanced 911 function furnished by other providers. As such, it may have certain limitations. CUSTOMER ACKNOWLEDGES AND ACCEPTS ANY LIMITATIONS OF 911/E911.

18.2 Correct Address. In order for Customer’s 911/E911 calls to be properly directed to emergency services, Empire Telecom must have Customer’s correct Service Location address. If Customer moves Voice Service to a different Service Location without Empire Telecom’s approval, 911/E911 calls may be directed to the wrong emergency authority, may transmit the wrong Service Location address, and/or Voice Service (including 911/E911) may fail altogether. Therefore, Customer must contact Empire Telecom at least five (5) days before moving Voice Service to a new Service Location. All changes in Service Location require Empire Telecom’s prior approval.

18.3 Service Interruptions. Customer acknowledges and understands that certain Voice Service uses the electrical power in Customer’s Service Location. If there is an electrical power outage, 911 calling may be interrupted if the battery backup in the associated MTA, ALA or ALG is not installed, fails, or is exhausted after several hours. Furthermore, calls, including calls to 911/E911, may not be completed if Customer exceeds its Voice Service and equipment configuration calling capacity or if there is a problem with network facilities, including network congestion, network/equipment/power failure, or another technical problem.

18.4 Suspension and Termination by Empire Telecom. Customer understands and acknowledges that Voice Service, including 911/E911, as well as all online features of Voice Service, where Empire Telecom make these features available, will be disabled if Customer’s account is suspended or terminated.

18.5 LIMITATION OF LIABILITY AND INDEMNIFICATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER Empire Telecom NOR ITS ASSOCIATED PARTIES WILL BE LIABLE FOR ANY VOICE SERVICE OUTAGE, INABILITY TO DIAL 911 USING THE SERVICES, AND/OR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Empire Telecom AND ITS ASSOCIATED PARTIES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE VOICE SERVICES RELATING TO THE FAILURE OR OUTAGE OF THE SERVICES, INCLUDING THOSE RELATED TO 911/E911.

Article 19. Voice Equipment Requirements

19.1 MTA. To use Voice Service, Customer will need a multimedia terminal adapter (“MTA”), application layer gateway (“ALG”), analog telephone adapter (“ATA”) or other adapter device. Customer can lease an MTA from Empire Telecom, in which case it will be Empire Telecom Equipment. Or, in some areas, Empire Telecom may permit Customer to use Voice Service with an MTA that Customer has purchased, in which case the MTA will be Customer Equipment. Customer agrees to keep the MTA plugged into a working electrical power outlet at all times.

19.2 Incompatible Equipment and Services. Customer acknowledges and understands Voice Service may not support or be compatible with:

(a) Non-recommended configurations including but not limited to MTAs, ATAs or ALGs not currently certified by Empire Telecom as compatible with Voice Service;

(b) Certain non-voice communications equipment, including certain makes or models of alarm and security systems, certain medical monitoring devices, certain fax machines, and certain “dial-up” modems;

(c) Rotary-dial phone handsets, pulse-dial phone handsets, and models of other voice-related communications equipment such as certain private branch exchange (PBX) equipment, answering machines, and traditional Caller ID units;

(d) Casual/dial around (10-10) calling; 976, 900, 700, or 500 number calling;

(e) 311, 511, or other x11 calling (other than 411 and 911); and

(f) Other call types not expressly set forth in Empire Telecom’s product literature (e.g., outbound shore-to-ship calling).

Article 20. Additional Limitations On Empire Telecom’S Liability For Voice Service

20.2 CUSTOMER INFORMATION. Empire Telecom and its suppliers reserve the right both during the term of this Agreement and upon its termination to delete Customer’s voicemail, call detail, data, files, or other information that is stored on Empire Telecom’s or its suppliers’ servers or systems, in accordance with our storage policies. Customer understands and acknowledges that Empire Telecom shall have no liability whatsoever as a result of the loss or removal of any such voicemail, call detail, data, files, or other information.

Article 20A. Additional Terms Applicable To Toll Free Services

In addition to Articles 1 THROUGH 13 and Articles 17 THROUGH 20, the following Article 20A is specifically applicable to Toll Free Services offered by Empire Telecom:

20A.1 Limitation. Subject to service availability, Customer may order Toll Free Services. Toll Free Services are not intended for residential use. In order to purchase and retain Toll Free Service with Empire Telecom, Customer must have Voice Services, and must map each Toll Free telephone number (“TFN”) to a Voice Service telephone number (“Associated TN”). If Customer terminates an Associated TN at any time during the Toll Free Services term, Customer must immediately: (1) map the applicable TFN to another Digital Voice telephone number on Customer’s Empire Telecom account, (2) purchase a new Digital Voice telephone number to map to the TFN, (3) port out the TFN to another toll free carrier; or (4) disconnect the TFN. If Customer fails to take immediate action as indicated above, Empire Telecom will disconnect the TFN. Empire Telecom shall have no liability for loss of Toll Free Services which results from Customer failing to take immediate action as indicated above.

20A.2 Term and Termination. Toll Free Services are offered on a month to month basis. Customer shall have the right to terminate Toll Free Services, at any time, for any reason, upon thirty (30) days prior notice to Empire Telecom, subject to payment of all outstanding amounts due for the Toll Free Services and the return of any and all Empire Telecom Equipment. Termination of Toll Free Services is not subject to Termination Charges. Toll Free Services will terminate simultaneously with Customer’s Voice Services.

20A.3 Authorization. When ordering Toll Free Service, as set forth or referenced in each applicable Service Order Customer authorizes Empire Telecom to act as its agent in initiating and provisioning such Toll Free Service.

20A.4. Toll Free Charges

(a) Prices. Toll Free Service is subject to the toll free pricing identified in the applicable Service Order, or if none stated, subject to the pricing lists and fees found at empiretelecomnj.com/rates.

(b) Billing Increments. Unless otherwise stated in a Service Order, usage-based charges will be billed on either a per-minute or per-message basis. Service calls invoiced on a per-minute basis will have an initial minimum call duration of one (1) minute, subsequent intervals of one (1) minute each, and will be billed by rounding to the next whole minute.

(c) Rounding of Charges. Empire Telecom reserves the right to round up any and all invoice amounts to the nearest one (1) cent.

(d) Provision of Service. Subject to the terms and conditions herein, Toll Free Services are intended for commercial use only.

Article 20B. Additional Terms Applicable To Trunk Services

In addition to provisions 1 THROUGH 13 and Articles 17, 19 AND 20 above, the following Article 20B is specifically applicable to Trunk Services offered by Empire Telecom:

20B.1 Limitation. Subject to service availability, Customer may order Trunk Services. Trunk Services are not intended for residential use.

20B.2 911 Notice for Trunk Services. Customer expressly acknowledges and agrees that it has reviewed, understands, and agrees to the terms set forth below.

(a) Customer action is essential to the protection of its employees and other users of the Trunk Services, as described below. Multi-line telephone systems, such as PBX systems, ordinarily only transmit the same, generic location information for all 911 calls placed from any handset connected to the PBX or other system. For example, in the case of a business with telephone extensions in three buildings and multiple floors in each building, the E911 call taker would only see the same main telephone number and location that the customer has identified, regardless of which station was used to place the call. If Customer does not take action as described below, fire, police and other emergency responders may be delayed or even prevented from timely reaching its location in response to a 911 call.

(b) Empire Telecom offers the opportunity for Customers to designate up to ten different zones within their premises that would be separately identified to the E911 call taker, such as a specific floor, side of a building, or other identifying information that could assist emergency responders to more quickly reach the appropriate location. To utilize this option, Customer must in the initial or a subsequent Service Order request the assignment of Emergency Location Information numbers and provide location information for each zone exactly as it should appear to the 911 call taker. For each zone requested, up to ten, Customer will receive a phone number that Empire Telecom will register in the 911 database or databases with the specific location information provided by Customer. Customer is solely responsible for programming its telephone system to map each station to one of these numbers, and for updating the system as necessary to reflect moves or additions of stations within the premises.

(c) Many states now require businesses using multi-line telephone systems to program their systems to transmit specific location information for 911 calls. Customer acknowledges and understands that it, and not Empire Telecom, bears sole responsibility to ensure that it identifies and complies with all such applicable laws, and any failure to do so is a breach of the Agreement. Customer represents, warrants and covenants that it will utilize the Empire Telecom Emergency Location Information numbers described above at least to the extent required by law, and that Customer does not require the use of more than ten different location identifiers or other features not currently offered under this Agreement in order to comply with applicable laws. Customer also warrants that it does not currently have “Private Switch/Automatic Location Identification” service in connection with its existing telephone service from another provider at the location(s) for which it has ordered Trunk Services from Empire Telecom.

20B.3 Recommended Battery Back-Up is NOT Included.

Customer acknowledges and understands that the Trunk Services use the electrical power from the Service Location. Customer understands and acknowledges that they may lose access to and use of the Trunk Services, including 911/E911, if electrical power to the Integrated Access Device (IAD), PBX switch, and/or handsets is interrupted and such devices are not supported by a working battery backup. Customer also understands and acknowledges that Empire Telecom does not provide a battery backup for such devices and Customer is urged to arrange for their own backup power supply to these devices. In the event of a power outage, the duration of Trunk Service during a power outage using the Empire Telecom Equipment installed to provide Trunk Service will depend on Customer’s backup power choice. If the IAD is disconnected or removed and/or a battery is not charged, Trunk Service, including access to 911, will not be available. Customer acknowledges and agrees that in the event of a power failure, Empire Telecom bears no responsibility for such loss of service.

20B.4 Customer Responsibility for Telephone Equipment.

(a) Customer is solely responsible for providing and maintaining working PBX equipment and handsets (Customer- Provided Equipment), notifying and training its users regarding proper use of the system in accordance with applicable, including regulatory, requirements, and for any programming to its telephone system that may be necessary to enable direct dialing of N11 numbers such as 911 and to enable calls to be connected to new area codes. Customer also acknowledges and accepts that Empire Telecom does not support seven- digit local calling even in areas of the country that still permit that option, and Customer will program its system as necessary to support ten-digit dialing for local calls.

(b) Empire Telecom shall not be responsible to the Customer if changes in any of the facilities, operations or procedures of Empire Telecom utilized in the provision of Trunk Service render any Customer-Provided Equipment or other equipment provided by a Customer obsolete or require modification or alteration of such equipment or system or otherwise affect its use or performance.

(c) Customer must arrange its Customer-Provided Equipment to provide for the interception of assigned but unused station numbers. A call intercepted by the attendant will be considered to be completed and subject to a charge for the call.

(d) Customer acknowledges and agrees that Trunk Service is not compatible with alarm and security systems, certain medical monitoring devices, certain fax machines, and certain “dial-up” modems. Customer’s attempt to use any such systems in connection with Trunk Services is solely at its own risk and Empire Telecom shall not be liable for any damages whatsoever for any non-operation or damage to such services or devices.

20B.5 Trunk Service Charges.

(a) Prices. Trunk Service is subject to the trunk service pricing identified in the applicable Service Order, and subject to the pricing lists and fees found at empiretelecomnj.com/rates.

(b) Billing Increments. Unless otherwise stated in a Service Order, domestic long distance calls, and in-bound domestic calls to toll-free numbers associated with Trunk Services will be billed on a per-minute or per-message basis. Service calls invoiced on a per-minute basis will have an initial minimum call duration of one (1) minute, subsequent intervals of one (1) minute each, and will be billed by rounding to the next whole minute. All other calls will be billed in accordance with the increments identified in the pricing lists and fees found at empiretelecomnj.com/rates. For purposes of this section, “domestic” means calls within the continental United States.

Part Iv. Additional Terms For Pri Service

In addition to provisions 1 THROUGH 13 and Articles 17, 19, 20 and 20B above, the following Article xxx – xxx is specifically applicable to PRI Services offered by Empire Telecom:

Article 21. Local Area

Notwithstanding anything to the contrary in the Agreement or in any Proposal, Customer acknowledges and agrees that Empire Telecom will provide Customer with PRIs to serve only one local calling area (LATA) per PRI at the Customer locations served by Empire Telecom under the Proposal(s).

Article 22. Telephone Number Assignment

Customer shall assign telephone numbers from NPANXXs consistent with the Empire Telecom Rate Center associated with such NPANXX. Customer shall terminate only local calls to its PRIs and all calls shall be rated as if originated and terminated based on the Rate Center served by the Proposal (and the ILEC local calling scope and NPANXX associated with such Rate Center). Customer shall be responsible for all toll or long distance charges for Customer’s end users at the applicable Empire Telecom long distance rates set forth in Empire Telecom’s tariffs and/or price lists (including in instances where the Customer’s end users’ local calling area differs from the local calling area of the relevant ILEC, and including calls that are unauthorized and/or originated by fraudulent means).

Article 23. Traffic Thresholds

If Customer’s traffic is comprised of greater than twenty percent (20%) of traffic originating from and/or terminating to third parties other than the ILEC, an additional $0.02 penalty will be applied to all minutes exceeding this twenty percent (20%) threshold.

Article 24. Signaling Information

Customer shall pass all signaling information it receives or generates associated with the traffic it sends to Empire Telecom, including but not limited to originating line information, such as Calling Party Number (“CPN”) and Automatic Number Identification (“ANI”) and shall require its end users to comply with legal requirements pertaining to caller identification. If Customer does not send Empire Telecom the correct signaling information or removes such information, including but not limited to CPN and ANI, Empire Telecom shall be entitled to charge Customer Empire Telecom’s tariffed per minute access charge rates associated with such traffic and shall also pass through any access or other charges assessed against Empire Telecom by any other carrier for such traffic. In addition, Empire Telecom reserves the right to terminate this Agreement immediately, cease providing any or all of the Services, and pursue any other remedies available to it if Customer does not send correct signaling information.

Article 25. Reasonable Usage

Customer acknowledges that the charges for PRI Services ordered by Customer are based upon certain levels of usage. Empire Telecom shall have the right to require Customer to purchase additional PRIs from Empire Telecom if monthly traffic on a PRI exceeds 100,000 minutes per month or if the peak usage on a PRI exceeds 1,000 minutes per hour during normal business hours. At Empire Telecom’s option, if Customer does not cooperate with Empire Telecom to purchase such additional PRIs, Empire Telecom shall install such PRIs at its convenience and begin billing Customer for same or will charge Customer $.02 per minute on each minute of use over the threshold set forth in this Section. For purposes of this Agreement, the phrase “normal business hours” shall mean Monday through Friday from 9:00 AM to 6:00 PM Eastern Time.

Article 26. Customer’S Responsibilities To Third Parties/Third Party Charges

Article 27. Indemnification

Article 28. Regulatory Requirements

Article 29. E911 Databases, Cnam And Directory Listings

Customer shall be responsible for provision of 911 and E911, CNAM and directory listing information and database updates to its end users without Empire Telecom’s assistance or intervention. Empire Telecom is not responsible for any losses, claims, demands, suits or any liability whatsoever, whether suffered, made, instituted or asserted by the Customer, Customer’s end users, or by any other party or person related to E911, CNAM, or Directory Listings.

Article 30. Letters Of Agency

Customer shall be responsible for providing Empire Telecom with letters of agency (“LOA”), compliant with state and federal slamming rules and regulations and satisfactory in both form and content to Empire Telecom, from Customer’s end users authorizing the applicable Service(s). Customer acknowledges that service will not be ported or activated unless and until said LOAs are received by Empire Telecom.

Article 31. Law Enforcement

Customer shall be responsible for responding to all requests from law enforcement or other governmental agencies, whether transmitted through Empire Telecom or directly to Customer regarding information about Customer’s end users. Customer shall be responsible for complying with all Communications Assistance for Law Enforcement Act requirements and requests. Should Customer require Empire Telecom’s assistance with responding to law enforcement or other requests, Empire Telecom shall charge Customers its tariffed maintenance rates.

Article 32. Local Number Portability