Terms and Conditions

Keystone Voice Hosted PBX Agreement Terms and Services

KeyStone Solutions, LLC (hereinafter "Company") shall provide Customer Hosted PBX / Voice Services according to the terms and conditions of the Keystone Voice Hosted PBX Contract (hereinafter "the Contract" and/or "the Agreement") entered into by Company and Customer.

Term and Renewal

This agreement is effective on the date identified on the Contract as the date the parties entered into the Contract and will continue for the term specified on the Contract pursuant to the provisions below or when replaced with a new contract ("the Term"). Upon expiration of the Term, this Agreement will automatically renew on an annual basis ("Renewal Term") until terminated or cancelled pursuant to its terms. In the event a Customer provides written notice of its intent not to renew but does not terminate the monthly services as identified in the Contract (hereinafter "Services"), Company shall have the option of continuing to provide such Services on a month-to-month basis, priced at the Company's then current monthly rates.

Charges for Services: Billing and Payment

Customer is responsible for paying all charges that apply to the Services as described in the Contract or those used on a per-use basis by Customer, including, but not limited to, items such as features, installation, labor, and repair. Customer is responsible for taxes, surcharges, fees, and assessments that apply to the sale and use of Services. These taxes, surcharges, fees, and assessments may change during the Term. Company will bill Customer monthly for the Service. All bills are due and payable upon receipt and must be paid per ACH. Payment will be considered late if not paid by the due date reflected on the invoice. All amounts payable by the Customer shall be made without setoff or counterclaim and without deduction. Billing at a location will begin upon the date of the Contract. If Customer authorizes payment by credit or debit card, then Company will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing.

Disputes

To dispute a bill, Customer must do so in good faith and deliver to Company in writing the specific basis for dispute within sixty (60) days after the date on the bill. If Customer does not follow this dispute process, the dispute shall be deemed waived. Each party has the right to discuss issues directly with the other party and Company may refuse to discuss issues through Customer's external representative.

Partial Payments: Late Payments

Company may accept any payments Customer marks as being "payment in full" or that Customer marks as being a settlement of any dispute without waiving any rights Company has to collect the full payments from the Customer. Customer is responsible for paying all costs and fees Company incurs as a result of collecting Customer's unpaid charges. If Company does not receive full payment when due or does not receive payment in immediately available funds, Company will add a late fee to the amounts owed and will calculate such fee as the total owed times interest at the maximum rate allowable by law.

Credits and Deposits

Customer authorizes Company to ask credit-reporting agencies for Customer's credit information. Company may require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer increases Services, Customer is late on payment, or Customer's credit rating changes. The deposit will be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except that Company at its discretion may apply the deposit to any amount due and unpaid by Customer.

Services Location: Moves

Customer is responsible for providing an environment that is suitable for the Services. Customer shall provide Company with the correct address to obtain Services. Company relies on such information to determine which taxes, fees, surcharges, and assessments apply to the Services. If the Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments, and penalties related thereto. Customer will notify Company if Customer's address changes, in which case Company may either (a) terminate the affected Services, or (b) allow customer to provide sixty (60) days' advance notice to Company to move Services to a new location and pay any applicable installation and/or moving charges. Charges, including reasonable administrative costs and fees incurred by Company may apply as a result of Customer's move, in addition to a change in Monthly Recurring Services (hereinafter "MRSs").

Keystone Solutions-Provided Equipment

Any equipment installed by Company on Customer's premises that is not the subject of a direct sale to Customer shall remain at all times the property of the Customer. Equipment shall remain in good condition, less normal wear and tear. Company shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse Company for the cost of any necessary repairs. Customer shall provide Company reasonable access to the equipment for the purposes of repair, maintenance, removal or otherwise. If Company does not have access to Customer's premises within thirty (30) days after Customer terminates this agreement, or if Company requests Customer return the equipment to Company within thirty (30) days of termination, Customer shall pack and ship the equipment in such way so as to limit and/or avoid damage to the equipment. If the equipment is damaged in shipping, Customer shall be responsible for the cost to replace the equipment. For the avoidance of doubt, Customer is responsible for maintaining all equipment on its premises not provided and/or owned by Company and ensuring such equipment is compatible with Company's network.

Disconnection or Current Provider; Special Construction; Third Party Charges

Customer is solely responsible for discontinuing services with its current service provider. Company is not responsible for any charges assessed against Customer by such provider. Company will fully cooperate with the existing provider for onboarding. Customer shall pay all charges if Company or a third-party provider is required to extend the demarcation point or undertake special construction for Customer. Unless Company specifically agrees in writing to undertake equipment installation of the services Company shall have no responsibility for maintenance or repair of same.

Termination

Either party may terminate this Agreement by providing at least thirty (30) days' notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this agreement and such other party fails to cure within thirty (30) days after written notice. Customer must submit a termination request by letter to the Keystone Corporate address at 3855 Ocoee Street North, 4th Floor Cleveland, TN 37312 including the desired termination date for the voice services. Non-payment Clause — Notwithstanding the foregoing, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after written notice. Customer's right to terminate for cause is limited to termination of the affected Services at the affected location only. In the event Customer rents equipment from Company and Customer terminates network Services pursuant to this section, Customer shall remain obligated to fulfill the remainder of the applicable equipment schedule term. Company may limit, interrupt, suspend or terminate Services immediately if: (a) after any required notice, Customer has not paid for Services, or has failed to pay a deposit or advance payment requested by Company; (b) Customer uses the Services in an adverse manner that affects Company network or other customers; (c) Customer or others have used the Services fraudulently or unlawfully while on Customer's premises or via Customer's equipment or while services are under Customer's control; (d) there otherwise occurs an event for which Company reasonably believes that the suspension or termination of Services is necessary to protect Company or Company's other Customers from an imminent and significant operational, financial, or security risk, in which case Company will provide advance notice if practicable; (e) Customers or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of services; (f) Customer resells any Services or uses the Services to aggregate another persons' traffic; (g) Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other type of provider; (h) Customer fails to comply with any applicable regulations or statutes and does not cure such failure to comply within ten (10) days of receiving notice from Company; (i) Customer impersonates another person, uses obscene or profane language, or is abusive or harassing when communicating with Company representatives, and fails to stop behavior after receiving a written or verbal warning from Company; or (j) for fixed wireless customers, Customer fails to comply with the Customer Responsibilities as defined below. Prior to installation of Services, Company may attempt to verify the availability of facilities, and in the event Company determines in its sole discretion that the facilities are not economically or technically feasible, Company has the right to terminate this Agreement without liability.

Effect of Termination

Post-Installation — Customer understands that Company's rates are based upon Customer's commitment to purchase services for the Term or the Renewal Term. If the Customer terminates this Agreement or any Services provided pursuant to the Agreement after installation, or during the initial Term or the Renewal Term for any reason other than for cause, or as a result of the Company's termination for Customer's breach, Customer shall pay to Company liquidated damages in an amount equal to one hundred percent (100%) of the Monthly Recurring Charges (hereinafter "MRCs") applicable to the terminated services, multiplied by the number of months remaining in the then current Term or Renewal Term. Customer acknowledges that actual damages would be difficult to determine, and such liquidated damages represent a fair and reasonable estimate of the damages which may be incurred by Company, including, but not limited to actual expenses incurred by Company to initiate or terminate the Services, third party costs, use of limited network resources, installation charges which were waived, and any discounts or credits that were applied. If Customer's proposal includes Monthly Minimum Charges or Fees (hereinafter "MMCs" or "MMFs") and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below MMC or MMF for that location, Customer will pay the MMC or MMF every month in lieu of the liquidated damages set forth above. If Customer's proposal does not include MMC or MMF and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the liquidated damages set forth above. Additionally, if Customer received a bundled rate for disconnected Service(s), Customer's charges may be adjusted by Company to the unbundled service rates.

Voice Recordings: Voice recording is paid for per voice extension. Unless specifically selected as a service in this Agreement, there should be no assumption of recording of any voice services being performed by Company. If Customer currently pays Company for voice recordings, voice recording data will be maintained for a maximum of 30 days in Company's storage systems after the termination date agreed upon in writing. If Customer needs to maintain recordings longer than 30 days, Customer must either: (1) arrange with Company in writing to offload recording data via FTP/SFTP to a data storage location owned by the Customer (KeyStone will work with the Customer to set up the offload system and verify that the first offloads are successful; KeyStone does not monitor the continuing success of the offload after the offboarding phase; the Customer must contact our support team for any issues or changes regarding the voice data offload after the initial setup); or (2) pay KeyStone for storage services (KeyStone can provide storage for up to a maximum of 1 year of recording data for voice extensions where recording is an enabled and paid-for feature, after which longer retention will need to be arranged). Unless arrangements have been made according to the options above, 30 days after the termination date, ALL voice recording data will be purged from Company's data storage systems and WILL NOT be able to be recovered or otherwise delivered to Customer under ANY circumstances.

Limitation of Liability

For purposes of this section, and any subsequent sections describing indemnity, disclaimer, warranties, or emergency/critical lines, "Company" shall include Company's officers, directors, shareholders, employees, agents, subcontractors, vendors, and any entity which resells services on behalf of Company. Company liability for services provided pursuant to this Agreement shall not exceed the lesser of: (a) Customer's MRCs during the period in which the damage occurs; or (b) Customer's MRCs multiplied by six (6). If Customer's service is interrupted, Company's liability will be limited to pro-rata credit for the period of interruption. Customer agrees that the pricing of services reflects the intent of the parties to limit Company's liability as provided herein. Under no circumstances will Company be liable for any accident or injury caused by Services, any incidental, special or consequential damages (including, but not limited to, lost profits, lost business opportunities, business interruption, and/or loss of business data), any punitive or exemplary damages, the cost of alternative services, or attorney's fees. Company is not responsible for all usage, charges, and liability incurred for such loss, misuse, theft, or the result of fraud of services while in Customer's control, regardless of whether/when Company notifies Customer of increased usage.

Indemnity

Customer will defend, indemnify, and hold harmless Company from and against all claims arising out of or in connection with (a) any failure by Customer or Customer's end users to comply with Company's acceptable use policies or applicable law; or (b) claims of ownership or superior right to Customer equipment or other intellectual property by a third party.

Force Majeure

Company shall be excused from, and shall have no liability, including service credits, with respect to, any delay or failure to perform hereunder caused by any event beyond its reasonable control, including but not limited to: (a) cable cuts or common carrier delays; (b) actions, failures to act or delays by Customer or others authorized by the Customer to use Services; (c) failure or unavailability of power, equipment, materials, services or systems not provided by Company including but not limited to other providers' networks; (d) Customer owned or rented equipment or facilities; (e) during any period in which Company or its agents are not afforded access to the premises; (f) maintenance (planned or emergent) or implementation of a Customer order that requires a Services interruption; (g) when a service outage has not been reported to Company or where there is a trouble reported, but no trouble found; (h) labor difficulties, governmental orders, civil commotion, acts of God, and other circumstances beyond Company's reasonable control; (i) global pandemics; and (j) spectrum interference, electrical storms, heavy precipitation, or excessive weather conditions.

Disclaimer of Warranties

Except as otherwise provided herein, services, equipment, and the designated customer area on Company premises, if applicable, are provided on an "as-available" basis without warranties of any kind, expressed or implied, including but not limited to, warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose, warranties arising by course of trade, course of dealing, or course of performance, any warranty that the services will meet Customer's requirements or any warranty regarding the quality, content, accuracy, or validity of the information or data residing on or passing through or over the network and all such warranties are hereby disclaimed. Without limiting the foregoing, broadband speeds, uninterrupted or error-free service, transmission quality, and accuracy of any directory listings are not guaranteed, except as expressly provided in Company's privacy policy, Company has no obligation to provide security or protection for Customer's privacy, confidential information, or data.

Emergency. Critical Lines

Customer acknowledges that certain services may not provide access to 911 or transmit the location or extension if customer attempts to access 911 in an emergency. Examples include voice over Internet protocol ("VoIP"), VoIP Applications for Android and iOS phones, and private branch exchange. Additionally, because Broadband connections and VoIP can cease operating during a power outage, Customer should have a basic business or copper line for any elevator, alarm system, E911, and other critical functions. When using VoIP service or VoIP Applications, Customer must timely update changes to their registered location for 911 services. By signing this Agreement, Customer acknowledges that the Customer has read this disclosure. By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address, extension, or other information to emergency authorities.

Miscellaneous

(a) Notices and Electronic Communications: Any notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's proposal or to Company at Keystone Solutions, LLC, 3855 Ocoee Street North, 4th Floor Cleveland TN 37311 or at such other address provided to the other party. Customer agrees that Company may send electronic messages to Customer concerning Company services; (b) Applicable Law and Venue: This Agreement is subject to the laws of the State of Tennessee. The parties agree to submit to the exclusive jurisdiction of the Circuit Court of Bradley County, Tennessee for any and all conflicts arising from this Agreement. The prevailing party shall be entitled to recover its costs, including reasonable attorney's fees; (c) Statute of Limitations: No claim may be asserted by either party against the other with respect to any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted; (d) Assignment: Either party may assign this Agreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide Company with notice and complete all paperwork necessary to effectuate any change in ownership; (e) Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement; (f) Publicity: Customer agrees that Company may publicly disclose that Company is providing Services to Customer and may include Customer's name in promotional materials, including press releases; (g) Waiver: Either party's failure to enforce any right or remedy available under this Agreement is not a waiver; (h) Severability: If any part of this Agreement is found by a court to be invalid, the remainder of the Agreement shall remain in effect; (i) Handwritten Changes: Handwritten changes are not binding on either party; (j) Use of Products in U.S.: Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations; (k) Representation on Authority of Parties/Signatories: Each person signing this Agreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents; (n) Confidentiality: Except when this Agreement is required to be filed with a governmental authority, the parties agree that this Agreement contains proprietary and confidential information and shall not be disclosed publicly to any third party.

Fair User Policy

Company evaluates Customer usage in comparison to other customers on similar products. Because over 98% of Company's calling plan customers use less than 1000 minutes per month per call path, a customer's aggregate usage may be considered outside of normal use if it exceeds 1000 minutes per month. Company reserves the right to charge $0.02 per minute for any line or business extension that exceeds 1000 minutes per month as an aggregate of call paths. (Example: 10 call paths at 1000 minutes per path, aggregate total is 10000 minutes.)

Fraudulent Call and Network Security

Customer shall manage without limitation the integrity of the traffic egressing Customer's network and is responsible for the security of the Customer's phone system and local area network (LAN). Customer shall manage and correct as necessary any fraudulent calling patterns or calling patterns perceived as fraudulent that may harm or adversely affect Company or its network, and customers shall use best efforts to prevent and detect network looping. With services inclusive of long distance calling, all unauthorized domestic and international usage and subsequent charges incurred by the Customer as a result of hacking or intrusion into the Customer's phone system or LAN are the sole responsibility and liability of Customer. In the event that Customer fails to comply with the requirements described above, Company shall maintain the right (but not the obligation) to take protective action against Customer in order to protect Company's egress network which protective action may include, without limitation, the temporary blocking of Customer's traffic until the applicable problem is resolved. Company agrees to notify Customer during business hours if such an action will be taken.

After Hours Support

Company shall provide Customer After-Hours Support using their best efforts. Company monitors after hours support requests via phone calls and voicemails only. Company will offer best effort support after normal business hours for any critical or emergency situations.

Standard SLA (Service Level Agreement)

Company commits to respond to Customer's requests for service between the hours of 8AM to 7PM (Eastern) Monday through Friday as follows:

System Down/Critical Issue (Customer is unable to do business at the location(s) affected without a known work-around)

• Time to Acknowledgment: 0.5 hours
• Time to Resolution Plan: 2 hours from Acknowledgment
• Time to Resolution: 24 hours from incident creation

All Other Issues

• Time to Acknowledgment: 2 hours
• Time to Resolution Plan: 4 hours from Acknowledgment
• Time to Resolution: 48 hours from incident creation

SLA Non-Performance by Company is subject to a discount of monthly service charges to be negotiated by both parties. Off hours calls are handled by Customer leaving a voicemail. The voicemail is to be heard and call returned within 60 minutes up to 10pm EST, including weekends. This is an after-hour service and is not subject to the SLA.

Non-Agreement Services

Any services or work requested outside of this agreement will be performed through a Statement of Work (SOW) and will not be part of this Agreement.

Adds and Removes

Adds and Removes will be accomplished by a Change Ticket in Company's ticketing system. Each add or remove will require written approval from an authorized user of Customer. Adds and Remove requests will be processed at the prices agreed upon in this agreement.

Contacts

Customer will be assigned an Account Manager as the main point of contact for the Customer. Contract trees for Company will be provided for emergency situations.

Firewall as a Service (FaaS)

If this product/service was chosen by the Customer, it will be billed at the pricing set forth in a formal quote provided to customer. Firewall as a Service carries the same term as the term of this agreement. Firewall as a Service (FaaS) is an advanced enterprise level firewall that is billed monthly rather than sold upfront. It provides network, phone service, support, monitoring and security enhancements. If selected, this will be billed on a separate monthly invoice.

Onsite and Dispatch Services

The KeyStone Voice service does not include ANY entitlement for included onsite technical work beyond the initial setup and provisioning project. KeyStone will work remotely with the Customer, or the Customer's designated technical point of contact, to help troubleshoot any issues related to the Customer's network, internet, or internal configurations that might impact the service.
2006-03-16 Rev2