3132 Morris Avenue
Knoxville, TN 37909
(865) 525-4262
(800) 400-4321
Fax: (865) 522-4484

BUSINESS SERVICES CUSTOMER TERMS AND CONDITIONS

The Customer named on the BMC Business Service Order Agreement
and BMC Telecom “BMC” agree that the terms and conditions on the
BMC 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 BMC Business and Hospitality
commercial high-speed internet services (“Internet”) and BMC
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.

GENERAL TERMS AND CONDITIONS

ARTICLE 1. DEFINITIONS

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

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

BMC Equipment: Any and all facilities, equipment or devices provided
by BMC 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 BMC, shall not be considered BMC 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 BMC or
required to use the Services, including without limitation, associated
documentation, and all updates thereto.

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

Service(s): The Internet, Toll Free Trunk and Voice services provided
by BMC 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 BMC 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 BMC to provide the Services to Service
Location(s) submitted by Customer to BMC (a) on a then-current BMC
form designated for that purpose or (b) if available, through a BMC
electronic order processing system designated for that purpose.

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

Service Location(s): The Customer location(s) where BMC 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 BMC 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 BMC if, prior
to the end of the applicable Service Term (a) BMC 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 BMC in connection with Custom
Installation, as that term is defined in Section 2.7, for the Services
provided by BMC under the Service Order.

ARTICLE 2. DELIVERY OF SERVICES

2.1 Orders. Customer shall submit to BMC 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 BMC either electronically or in writing, (ii) BMC begins
providing the Services described in the Service Order or (iii) BMC
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. BMC 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 BMC, shall secure and maintain all
necessary rights of access to Service Location(s) for BMC to install and
provide the Services, unless BMC 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 BMC
Equipment used to provide the Services within the Service
Location(s). BMC 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 BMC, Customer shall provide all required access to BMC 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, BMC 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.

2.5 BMC Equipment. BMC Equipment is and shall remain the property
of BMC regardless of where installed within the Service Location(s),
and shall not be considered a fixture or an addition to the land or the
Service Location(s). At any time BMC may remove or change BMC
Equipment in its sole discretion in connection with providing the
Services. Customer shall not move, rearrange, disconnect, remove,
attempt to repair, or otherwise tamper with any BMC Equipment or
permit others to do so, and shall not use the BMC Equipment for any
purpose other than that authorized by the Agreement. BMC shall
maintain BMC Equipment in good operating condition during the
term of this Agreement; provided, however, that such maintenance
shall be at BMC’s expense only to the extent that it is related to
and/or resulting from the ordinary and proper use of the BMC
Equipment. Customer is responsible for damage to, or loss of, BMC
Equipment caused by its acts or omissions, and its noncompliance
with this Section, or by fire, theft or other casualty at the Service
Location(s), unless caused by the negligence or willful misconduct of
BMC. Customer agrees not to take any action that would directly or
indirectly impair BMC’s title to the BMC Equipment, or expose BMC
to any claim, lien, encumbrance, or legal process, except as otherwise
agreed in writing by the Parties. Following BMC’s discontinuance of
the Services to the Service Location(s), BMC retains the right to
remove the BMC Equipment including, but not limited to, that portion
of the BMC Equipment located within the Service Location(s). To the
extent BMC removes such BMC Equipment, it shall be responsible for
returning the Service Location(s) to its prior condition, wear and tear
excepted.

2.6 Customer-Provided Equipment. BMC 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 BMC’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 BMC. 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”) . BMC 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).

2.8 Administrative Web Site. BMC may, at its sole option, make one
or more administrative web sites available to Customer in connection
with Customer’s use of the Services (each an “Administrative Web
Site”). BMC may furnish Customer with one or more user
identifications and/or passwords for use on the Administrative Web
Site. Customer shall be responsible for the confidentiality and use of
such user identifications and/or passwords and shall immediately
notify BMC if there has been an unauthorized release, use or other
compromise of any user identification or password. In addition,
Customer agrees that its authorized users shall keep confidential and
not distribute any information or other materials made available by
the Administrative Web Site. Customer shall be solely responsible for
all use of the Administrative Web Site, and BMC shall be entitled to
rely on all Customer uses of and submissions to the Administrative
Web Site as authorized by Customer. BMC shall not be liable for any
loss, cost, expense or other liability arising out of any Customer use
of the Administrative Web Site or any information on the
Administrative Web Site. BMC may change or discontinue the
Administrative Web Site, or Customer’s right to use the
Administrative Web Site, at any time. Additional terms and policies
may apply to Customer’s use of the Administrative Web Site. These
terms and policies will be posted on the site.

ARTICLE 3. CHARGES, BILLING AND PAYMENT

3.1 Charges. Customer shall pay BMC 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 BMC. 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 BMC
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 BMC. 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), BMC 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 BMC for all invoiced amounts within
thirty (30) days after the date of the invoice. Any amounts not paid to
BMC 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, BMC may agree to provide billing services on
behalf of third parties, as the agent of the third party. Any such thirdparty
charges shall be payable pursuant to any contract or other
arrangement between Customer and the third party. BMC 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 BMC. No acceptance of partial payment(s) by
BMC 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
BMC’s acceptance of such request, BMC will accept certain credit card
payments for charges generated under the Agreement. By providing
BMC with a credit card number, Customer authorizes BMC 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 BMC stop charging the credit card. Customer agrees
to provide BMC 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 BMC 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 BMC. BMC 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.

3.6 Credit Approval and Deposits. Initial and ongoing delivery of
Services may be subject to credit approval. Customer shall provide
BMC with credit information requested by BMC. Customer authorizes
BMC to make inquiries and to receive information about Customer’s
credit history from others and to enter this information in Customer’s
records. Customer represents and warrants that all credit information
that it provides to BMC will be true and correct. BMC, in its sole
discretion, may deny the Services based upon an unsatisfactory credit
history. Additionally, subject to applicable regulations, BMC may
require Customer to make a deposit (in an amount not to exceed an
estimated two-month's charge for the Services) as a condition to
BMC’s provision of the Services, or as a condition to BMC’s
continuation of the Services. The deposit will not, unless explicitly
required by law, bear interest and shall be held by BMC as security for
payment of Customer's charges. If the provision of Service to
Customer is terminated, or if BMC determines in its sole discretion
that such deposit is no longer necessary, then the amount of the
deposit will be credited to Customer's account or will be refunded to
Customer, as determined by BMC.

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.

3.8 Other Government-Related Costs and Fees. BMC reserves the
right to invoice Customer for any fees or payment obligations in
connection with the Services imposed by governmental or quasigovernmental
bodies in connection with the sale, installation, use, or
provision of the Services, including, without limitation, applicable
franchise fees (if any), regardless of whether BMC or its Affiliates pay
the taxes directly or are required by an order, rule, or regulation of a
taxing jurisdiction to collect them from Customer.. These obligations
may include those imposed on BMC or its affiliates by an order, rule,
or regulation of a regulatory body or a court of competent
jurisdiction, as well as those that BMC or its affiliates are required to
collect from the Customer or to pay to others in support of statutory
or regulatory programs. For example, Voice customers are charged a
monthly regulatory recovery fee to help defray BMC’s contributions
to municipal, state, and federal programs including, without
limitation, universal service, telecom relay services for the
visually/hearing impaired, and 911/E911 programs and
infrastructure. This regulatory recovery fee is not a tax, and it is not
government-mandated. Taxes and other government-related fees
and surcharges may be changed with or without notice.

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 BMC 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 BMC, all disputed amounts shall become immediately
due and payable to BMC.

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, BMC may refer the account to a collection
agency or attorney that may pursue collection of the past due amount
and/or any BMC Equipment that Customer fails to return in
accordance with the Agreement. If BMC is required to use a collection
agency or attorney to collect any amount owed by Customer or any
unreturned BMC 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 BMC 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. BMC may, but is not obligated to, detect or report
unauthorized or fraudulent use of Services to Customer. BMC
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.

4.2 Service Order Renewal. Upon the expiration of the Service Term,
this Agreement and each applicable Service Order shall automatically
renew for successive periods of one (1) year each (“Renewal
Term(s)”), unless otherwise stated in these terms and conditions or
prior notice of non-renewal is delivered by either Party to the other
at least thirty (30) days before the expiration of the Service Term or
the then current Renewal Term, or in the case of Louisiana Customers,
notice of non-renewal is delivered to BMC within thirty (30) days
following the expiration of the Service Term or the then current
Renewal Term. Except as otherwise identified in the Agreement, at
any time during initial Service Term and from time to time thereafter,
BMC may increase the charges for Voice Services subject to thirty (30)
days prior notice to Customer. Effective at any time after the end of
the initial Service Term and from time to time thereafter, BMC may
modify the charges for Internet Services subject to thirty (30) days
prior notice to Customer. Customer will have thirty (30) days from
receipt of such notice to cancel the applicable Service without further
liability. Should Customer fail to cancel within this timeframe,
Customer will be deemed to have accepted the modified Service
pricing.

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 BMC,
and subject to payment to BMC of all outstanding amounts due for
the Services, any and all applicable Termination Charges, and the
return of any and all BMC 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,
BMC 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, BMC 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.

5.3 Effect of Expiration or Termination of the Agreement or a Service
Order. Upon the expiration or termination of a Service Order for any
reason: (i) BMC may disconnect the applicable Service; (ii) BMC may
delete all applicable data, files, electronic messages, voicemail or
other information stored on BMC’s servers or systems; (iii) if
Customer has terminated the Service Order prior to the expiration of
the Service Term for convenience, or if BMC has terminated the
Service Order prior to the expiration of the Service Term as a result of
material breach by Customer, BMC may assess and collect from
Customer applicable Termination Charges; (iv) Customer shall, permit
BMC access to retrieve from the applicable Service Locations any and
all BMC Equipment (however, if Customer fails to permit access, or if
the retrieved BMC Equipment has been damaged and/or destroyed
other than by BMC or its agents, normal wear and tear excepted, BMC
may invoice Customer for the full replacement cost of the relevant
BMC Equipment, or in the event of minor damage to the retrieved
BMC Equipment, the cost of repair, which amounts shall be
immediately due and payable); and (v) if used in conjunction with the
terminated Service, Customer’s right to use applicable Licensed
Software shall automatically terminate, and Customer shall be
obligated to return the Licensed Software to BMC.

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.
BMC 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 BMC’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 BMC OR FOR EARLY TERMINATION
CHARGES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, THE ENTIRE LIABILITY OF BMC 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 BMC 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, BMC
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, BMC DOES NOT WARRANT THAT THE SERVICES, BMC
EQUIPMENT, OR LICENSED SOFTWARE WILL BE UNINTERRUPTED,
ERROR-FREE, OR FREE OF LATENCY OR DELAY, OR THAT THE
SERVICES, BMC EQUIPMENT, OR LICENSED SOFTWARE WILL MEET
YOUR REQUIREMENTS, OR THAT THE SERVICES, BMC EQUIPMENT, OR
LICENSED SOFTWARE WILL PREVENT UNAUTHORIZED ACCESS BY
THIRD PARTIES.

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

6.4 IN NO EVENT SHALL BMC, 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. BMC 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 BMC 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, BMC 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,
BMC 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 BMC,
including, without limitation, end-user license agreements for the
Licensed Software. BMC 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 BMC; (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 BMC Equipment or Customer-Provided
Equipment. If BMC has agreed to provide updates and changes, BMC
may perform such updates and changes remotely or on-site, at BMC’s
sole option. Customer hereby consents to, and shall provide free
access for, such updates deemed reasonably necessary by BMC.

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 BMC, 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 BMC 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. BMC shall have no obligation to monitor postings or
transmissions made in connection with the Services, however,
Customer acknowledges and agrees that BMC 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.
BMC reserves the right to refuse to upload, post, publish, transmit or
store any information or materials, in whole or in part, that, in BMC’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 BMC’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
BMC’s privacy policy is available at [url] (or any successor URL).
9A.2 Privacy Note Regarding Information Provided to Third Parties:
BMC 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.

10.2 Use Policies. Customer agrees to ensure that all uses of the BMC
Equipment and/or the Services installed at its premises (“use”) are
legal and appropriate. Specifically, Customer agrees to ensure that all
uses by Customer or by any other person (“user”), whether
authorized by Customer or not, comply with all applicable laws,
regulations, and written and electronic instructions for use. BMC
reserves the right to act immediately and without notice to terminate
or suspend the Services and/or to remove from the Services any
information transmitted by or to Customer or users, if BMC (i)
determines that such use or information does not conform with the
requirements set forth in this Agreement, (ii) determines that such
use or information interferes with BMC’s ability to provide the
Services to Customer or others, (iii) reasonably believes that such use
or information may violate any laws, regulations, or written and
electronic instructions for use. Furthermore, the Services shall be
subject to one or more Acceptable Use Policies (“AUP”) that may limit
use, or (iv) reasonably believes that Customer’s use of the Service
interferes with or endangers the health and/or safety of BMC
personnel or third parties. The AUP and other policies concerning the
Services are posted on BMC’s web site(s) at [url] (or any successor
URL) or on another web site about which Customer has been notified,
and are incorporated to this Agreement by reference. BMC may
update the use policies from time to time, and such updates shall be
deemed effective seven (7) days after the update is posted online,
with or without actual notice to Customer. Accordingly, Customer
should check the above web addresses (or the applicable successor
URLs) on a regular basis to ensure that its activities conform to the
most current version of the use policies. BMC’s action or inaction in
enforcing acceptable use shall not constitute review or approval of
Customer’s or any other users’ use or information.

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, BMC shall have the right to restrict, suspend, or terminate
immediately any or all Service Orders, without liability on the part of
BMC, and then to notify Customer of the action that BMC 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)

BMC is committed to providing the highest level of Service to its
Customers. The SLA defines the minimum Service expectations a
Customer may expect from BMC Business Services. The remedies set
forth in the SLA, which can be found on the BMC website at [url] (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 BMC
failure to meet the objectives of the Services.

ARTICLE 12. INSURANCE

12.1 BMC 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, BMC may assign this Agreement to any affiliate,
related entity, or successor in interest without Customer’s consent. In
addition, BMC may partially assign its rights and obligations
hereunder to any party that acquires from BMC 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
BMC, Customer also agrees to sign written assurances and other
export-related documents as may be required for BMC 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 BMC shall be sent to
[address], Attn: Director of Business Customer Operations, with an
email copy to: [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 BMC may make modifications to this Agreement
or this Agreement’s form. No modification to the form or this
Agreement made by a representative of BMC who has not been
specifically authorized to make such modifications shall be binding
upon BMC. 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.

13.6 Tariffs. Notwithstanding anything to the contrary in the
Agreement, BMC may elect or be required to file tariffs with
regulatory agencies for certain Services. In such event, the terms set
forth in the Agreement may, under applicable law, be superseded by
the terms and conditions of the Tariffs. Without limiting the
generality of the foregoing, in the event of any inconsistency with
respect to rates, the rates and other terms set forth in the applicable
Sales Order shall be treated as individual case based arrangements to
the maximum extent permitted by law, and BMC shall take such steps
as are required by law to make the rates and other terms enforceable.
If BMC voluntarily or involuntarily cancels or withdraws a Tariff under
which a Service is provided to Customer, the Service will thereafter
be provided pursuant to the Agreement and the terms and conditions
contained in the Tariff immediately prior to its cancellation or
withdrawal. In the event that BMC is required by a governmental
authority to modify a Tariff under which Service is provided to
Customer in a manner that is material and adverse to either party, the
affected party may terminate the applicable Sales Order upon a
minimum thirty (30) days’ prior written notice to the other party,
without further liability.

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 [Tennessee] 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.
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ADDITIONAL TERMS APPLICABLE TO INTERNET SERVICES

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 BMC, 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 BMC, its agents and affiliates
for any harm resulting from such actions.

14.2 Web Site Content. If applicable, BMC will host Customer’s web
site in a data center in accordance with BMC’s then-current published
specifications, including, without limitation, storage levels
(“Customer Web Site”). Ownership of all graphics, text, or other
information or content materials supplied or furnished by Customer
for incorporation into or delivery through a Customer Web Site shall
remain with Customer (or the party that supplied such materials to
Customer). Ownership of any software developed or modified by
BMC and all graphics, text, or other information or content materials
supplied or furnished by BMC for incorporation into a Customer Web
Site shall remain with BMC (or the party that supplied such materials
to BMC). Customer agrees that BMC has no proprietary, financial, or
other interest in Customer's goods or services that may be described
in or offered through a Customer Web Site, and that Customer is
solely responsible for content quality, performance, and all other
aspects of its goods or services and the information or other content
contained in or provided through a Customer Web Site. Customer
assumes all responsibility for use by others of the Customer Web Site
(including commercial transactions, whether completed or not).

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) BMC 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.
BMC 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:

15.1 Registration. At the request of Customer, BMC will use
commercially reasonable efforts to facilitate the registration of the
Customer internet domain name (“Customer Domain Name”) with a
domain name registration service of BMC’s choosing, but only to the
extent that Customer provides BMC with all necessary information
relevant to such registration. The domain name registration service
will invoice Customer directly for all applicable registration fees,
maintenance fees, and other applicable fees related thereto.
Customer hereby acknowledges that Customer is entirely responsible
for the payment of any and all such fees. BMC does not represent that
the Customer Domain Name will be available on an initial or ongoing
basis. Further, Customer acknowledges that Customer, not BMC, has
ownership, control, and use of the Customer Domain Name. Further,
Customer hereby agrees now and forever to release and to hold
harmless BMC, its employees, affiliates, agents, and contractors, from
any and all losses, damages, rights, claims, and actions with respect
to, or in any way arising from, the domain name registration service’s
removal of allocation or support for the Customer Domain Name.
Should Customer require modification of the Customer Domain Name
or additional related services, additional charges may apply from the
relevant registration service and from BMC for setup of the
modification or addition.

15.2 Sub-Domain Name. Should Customer be unable to register a
unique domain name, BMC 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 BMC’s prescribed domain name, for the sole
purpose of uniquely identifying Customer’s e-mail address. BMC does
not represent that Customer’s selected sub-domain name will be
available. Customer receives no right to BMC’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 BMC’s
domain name.
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ADDITIONAL TERMS APPLICABLE TO VOICE SERVICES AND
HOSPITALITY VOICE SERVICES

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 BMC or its
Associated Parties, as if such a call were answered by the called party,
BMC will charge Customer for a completed call. Voice Service,
including Hospitality Voice Service, pricing lists and fees can be found
at [url].

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 BMC. Customer
understands and acknowledges that if Customer attempts to install or
use the BMC 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 BMC. 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 BMC determines, in its sole discretion,
that Customer’s use of Voice Service is excessive or in violation of this
Agreement, BMC 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, BMC must have Customer’s
correct Service Location address. If Customer moves Voice Service to
a different Service Location without BMC’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
BMC at least five (5) days before moving Voice Service to a new
Service Location. All changes in Service Location require BMC’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 BMC. Customer understands
and acknowledges that Voice Service, including 911/E911, as well as
all online features of Voice Service, where BMC 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 BMC 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
AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS BMC 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 BMC, in which case it will be BMC Equipment. Or,
in some areas, BMC 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 BMC 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 BMC’s product literature
(e.g., outbound shore-to-ship calling).

ARTICLE 20: ADDITIONAL LIMITATIONS ON BMC’S LIABILITY FOR
VOICE SERVICE

20.1 Limitations on BMC’s Liability for Directories and Directory
Assistance for Voice Service Customers. THESE LIMITATIONS SHALL
APPLY WHERE BMC MAKES AVAILABLE AN OPTION TO LIST
CUSTOMER’S NAME, ADDRESS, AND/OR TELEPHONE NUMBER IN A
PUBLISHED DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, AND
ONE OR MORE OF THE FOLLOWING CONDITIONS OCCURS: (i)
CUSTOMER REQUESTS THAT CUSTOMER’S NAME, ADDRESS AND/OR
PHONE NUMBER BE OMITTED FROM A DIRECTORY OR DIRECTORY
ASSISTANCE DATABASE, BUT THAT INFORMATION IS INCLUDED IN
EITHER OR BOTH; (ii) CUSTOMER REQUESTS THAT CUSTOMER’S
NAME, ADDRESS AND/OR PHONE NUMBER BE INCLUDED IN A
DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, BUT THAT
INFORMATION IS OMITTED FROM EITHER OR BOTH; OR (iii) THE
PUBLISHED OR LISTED INFORMATION FOR CUSTOMER’S ACCOUNT
CONTAINS MATERIAL ERRORS OR OMISSIONS. IF ANY OF THESE
CONDITIONS PERTAIN, THEN THE AGGREGATE LIABILITY OF BMC AND
ITS ASSOCIATED PARTIES SHALL NOT EXCEED THE MONTHLY
CHARGES, IF ANY, WHICH CUSTOMER HAS ACTUALLY PAID TO BMC
TO LIST, PUBLISH, NOT LIST, OR NOT PUBLISH THE INFORMATION FOR
THE AFFECTED PERIOD. CUSTOMER SHALL HOLD HARMLESS BMC
AND ITS ASSOCIATED PARTIES AGAINST ANY AND ALL CLAIMS FOR
DAMAGES CAUSED OR CLAIMED TO HAVE BEEN CAUSED, DIRECTLY
OR INDIRECTLY, BY THE ERRORS AND OMISSIONS REFERENCED
ABOVE. FURTHERMORE, IF BMC MAKES AVAILABLE DIRECTORY
ADVERTISING SERVICES, NEITHER BMC NOR ANY OF ITS ASSOCIATED
PARTIES WILL BE LIABLE FOR ANY ACTS, ERRORS, OR OMISSIONS
RELATED TO SUCH DIRECTORY ADVERTISING.

20.2 CUSTOMER INFORMATION. BMC 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 BMC’s or its suppliers’ servers or
systems, in accordance with our storage policies. Customer
understands and acknowledges that BMC shall have no liability
whatsoever as a result of the loss or removal of any such voicemail,
call detail, data, files, or other information.
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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 BMC:

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 BMC,
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 BMC 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, BMC will disconnect the TFN.
BMC 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 BMC, subject to payment of all outstanding amounts due for
the Toll Free Services and the return of any and all BMC 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
BMC 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 [url].

(b) Billing Increments. Unless otherwise stated in a Service Order,
usage-based charges will be billed on either a per-minute or permessage
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. BMC 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 BMC:

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) BMC 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 BMC 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 BMC, 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 BMC 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 BMC.

(d) BMC will post only the main billing telephone number in the 911
database or databases using Customer’s billing address as the
Registered Location, unless Customer requests the assignment of
Emergency Location Information as set forth above. Customer must
notify BMC at least five (5) days prior to moving the Trunk Service to
another location. Customer acknowledges that if they move prior to
providing such notice and a 911 call is placed using the Trunk Services,
or if Customer when using Emergency Location Information numbers
does not timely update their telephone system to account for internal
moves, adds and changes, the E911 call taker may see incorrect or
incomplete location information and the caller may need to confirm
their actual location information to the call taker. (e) Some businesses
elect to make test calls to 911 from multiple stations to verify that the
911 call taker receives the desired location information and is able to
call back one or more of the telephone numbers that they receive to
confirm it rings to the station from which the 911 call was placed. If
Customer chooses to do so, it agrees to obtain prior approval from
the relevant emergency communications center and assumes all
responsibility for the placement of such calls.

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 BMC
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 BMC 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, BMC
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 BMC 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 tendigit
dialing for local calls.

(b) BMC shall not be responsible to the Customer if changes in any of
the facilities, operations or procedures of BMC 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 BMC 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 [url].

(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 [url]. For
purposes of this section, “domestic” means calls within the
continental United States.
------------------------------------------------------------

ADDITIONAL TERMS APPLICABLE TO PRI SERVICES

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 BMC:

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

22. Telephone Number Assignment. Customer shall assign telephone
numbers from NPANXXs consistent with the BMC 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 BMC long distance
rates set forth in BMC’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).

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.

24. Signaling Information. Customer shall pass all signaling
information it receives or generates associated with the traffic it
sends to BMC, 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 BMC the correct signaling information or
removes such information, including but not limited to CPN and ANI,
BMC shall be entitled to charge Customer BMC’s tariffed per minute
access charge rates associated with such traffic and shall also pass
through any access or other charges assessed against BMC by any
other carrier for such traffic. In addition, BMC 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.

25. Reasonable Usage. Customer acknowledges that the charges for
PRI Services ordered by Customer are based upon certain levels of
usage. BMC shall have the right to require Customer to purchase
additional PRIs from BMC 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 BMC’s option, if
Customer does not cooperate with BMC to purchase such additional
PRIs, BMC 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.

26. Customer’s Responsibilities to Third Parties/Third Party Charges.
BMC makes no representations or warranties regarding the
relationship, responsibilities, or obligations Customer may have with
any other service provider or telecommunications carrier with which
Customer interconnects, either directly or indirectly, or through use
of BMC’s Service(s). Unless otherwise set forth in a Proposal executed
by the Parties, Customer is solely responsible for coordination of any
and all third party services necessary for Customer’s use of BMC’s
Services (“Third Party Services”). Customer acknowledges and agrees
that Customer is solely responsible for identifying and paying any and
all charges and expenses associated with any Third Party Services
used by Customer in connection with BMC’s Services or due to
Customer’s use of BMC Services, or Customer’s provision of service to
end users, including, without limitation, any applicable monthly
charges, usage charges, long distance charges, installation charges,
nonrecurring charges, cross connection charges, applicable
termination/cancellation charges, access charges, reciprocal
compensation charges, and transiting charges, whether imposed
pursuant to tariff, contract, or regulatory edict.

27. INDEMNIFICATION: SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, CUSTOMER AGREES TO DEFEND, HOLD
HARMLESS, AND INDEMNIFY THE OTHER PARTY, ITS EMPLOYEES,
DIRECTORS, OFFICERS AND AGENTS, FROM AND AGAINST ALL
CLAIMS, ACTIONS, DAMAGES, AND/OR LIABILITIES, TOGETHER WITH
ANY AND ALL LOSSES, FINES, PENALTIES, COSTS, AND EXPENSES,
INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES
OR PENALTIES IMPOSED BY GOVERNMENTAL ENTITIES
(COLLECTIVELY, THE "LIABILITIES") IN CONNECTION WITH ANY
LITIGATION OR OTHER FORM OF ADJUDICATORY PROCEDURE, CLAIM,
DEMAND, INVESTIGATION, OR FORMAL OR INFORMAL INQUIRY, OR
ANY SETTLEMENT THEREOF, WHICH ARISES DIRECTLY OR INDIRECTLY
FROM OR IN CONNECTION WITH THE NONFULFILLMENT OR BREACH
OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR
OBLIGATION OF CUSTOMER CONTAINED IN OR CONTEMPLATED BY
THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING,
CUSTOMER’S OBLIGATION TO INDEMNIFY SPECIFICALLY INCLUDES: (I)
ANY AND ALL LIABILITIES OF ANY KIND INCURRED BY BMC AS A
RESULT OF ANY DISPUTE OR ERROR IN CUSTOMER’S CLASSIFICATION
AS AN INFORMATION SERVICES PROVIDER AND/OR CLAIM OF
EXEMPTION FROM ACCESS CHARGES ASSESSED ON THE TRAFFIC
AND/OR CUSTOMER’S (OR CUSTOMER’S END USERS’) FAILURE TO
PROPERLY IDENTIFY THE JURISDICTION OF TRAFFIC CARRIED OVER
THE BMC SERVICES OR EXCHANGED WITH BMC; (II) ANY AND ALL
LIABILITIES ARISING FROM USE OF BMC’S SERVICE BY CUSTOMER OR
ITS END USERS; (III) ANY AND ALL LIABILITIES ARISING FROM ANY
BREACH OF CUSTOMER’S REPRESENTATIONS AND WARRANTIES
HEREUNDER; (IV) ANY AND ALL LIABILITIES ARISING FROM CONTENT;
AND (V) ANY AND ALL LIABILITIES OF ANY KIND INCURRED BY BMC AS
A RESULT OF ANY DISPUTE, ERROR OR VIOLATION OF THE FCC’S
RULES AND POLICIES REGARDING LNP OR TELEPHONE NUMBERING
RESOURCES.

28. REGULATORY REQUIREMENTS. BMC makes no representations or
warranties of any kind With respect to the jurisdictional nature or
regulatory classification of the traffic associated with Customer’s
services to its end users that incorporate the BMC Services provided
hereunder. Customer is responsible for identifying and complying
with all Regulatory Requirements that may apply to Customer
(whether now existing or that may exist during the course of this
Agreement and any renewals thereof) and its services to its end users,
including, but not limited to, Regulatory Requirements that pertain
to: federal or state regulatory approvals or filing requirements;
federal or state universal service fund contributions; and payment of
federal, state, or local regulatory fees, franchise or license fees, and
taxes. BMC RESERVES THE RIGHT TO INCREASE OR DECREASE RATES
ON AT LEAST THIRTY (30) DAYS NOTICE. If any Regulatory
Requirement has the effect of canceling, changing or superseding any
material term with respect to the delivery of Service(s) (other than
changes which are the subject of a rate increase as described in the
foregoing sentence), then this Agreement will be deemed modified in
such a way as the Parties mutually agree is consistent with the form,
intent and purpose of this Agreement and is necessary to comply with
the Regulatory Requirement. If the Parties cannot agree to
modifications necessary to comply with a Regulatory Requirement
within thirty (30) days after the Regulatory Requirement is effective,
then either Party may terminate this Agreement and/or any Service(s)
impacted by the Regulatory Requirement effective as of the date of
such Party’s written notice to the other Party.

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 BMC’s
assistance or intervention. BMC 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.

30. Letters of Agency. Customer shall be responsible for providing
BMC with letters of agency (“LOA”), compliant with state and federal
slamming rules and regulations and satisfactory in both form and
content to BMC, 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 BMC.

31. Law Enforcement. Customer shall be responsible for responding
to all requests from law enforcement or other governmental
agencies, whether transmitted through BMC 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 BMC’s assistance with responding to law enforcement or
other requests, BMC shall charge Customers its tariffed maintenance
rates.

32. Local Number Portability. Customer is solely responsible for
compliance with all applicable FCC rules and policies regarding LNP
and telephone numbering resources, and shall, on a timely basis,
provide to BMC, upon BMC’s request, with any and all requested
utilization information, including copies of the Customer’s FCC Form
502s, for all telephone numbers provided by BMC to Customer
pursuant to this Agreement. Upon request by BMC or a New Local
Service Provider (“NLSP”), Customer shall, on a timely basis, provide
BMC and the NLSP with the Customer Service Record (“CSR”) for any
telephone number provided by BMC to Customer pursuant to this
Agreement. Upon receipt of a Local Service Request (“LSR”) from a
NLSP or a New Network Service Provider (“NNSP”), or from BMC on
behalf of a NLSP or NNSP, Customer shall return a Firm Order
Confirmation (“FOC”) or, in the event the LSR contains any error, a
rejection and error notification to BMC and the NLSP or NNSP within
24 hours unless the Customer receives the request on Friday,
Saturday, Sunday or a national holiday, in which case Customer shall
return the FOC or rejection and error notification to BMC and the
NLSP or NNSP within 24 hours of 9:00 am the next business day. Upon
receipt of a LSR from a NLSP or NNSP for any telephone number
provided by BMC to Customer pursuant to this Agreement, BMC shall
forward the LSR to the Customer. If Customer receives an LSR from a
NLSP, NNSP or BMC on behalf of a NLSP or NNSP but fails, on a timely
basis, to return a FOC or rejection and error notification to the NLSP
or NNSP and BMC, BMC may, at its sole discretion, return a FOC to
the NLSP or NNSP on behalf of Customer.

3132 Morris Ave. | Knoxville, TN 37909 | Phone: 865-525-4262 | Toll Free: 800-400-4321 | Fax: 865-522-4484 Email: info@4bmc.com
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