MASTER SERVICE AGREEMENT

This Master Services Agreement (the “MSA” or “Agreement”) is by and between COEO SOLUTIONS, LLC and its affiliates which may provide a portion of the Service, with offices at 1901 Butterfield Road, Suite 150, Downers Grove, IL 60515 (collectively “Coeo”), and a business entity (Customer”).  Customer’s first use of Coeo Connect - SIP Trunking or any other service (“Effective Date”) constitutes Customer’s agreement to the terms of the MSA and Customer acknowledges that Coeo would not agree to provide services without assent. Coeo and Customer are collectively referred to herein as “Parties” and individually as a “Party.”

Whereas, Coeo is in the business of providing telecommunications services, enhanced services, and other related services; and,

Whereas, Customer desires to purchase certain services from Coeo pursuant to the terms of this Master Services Agreement and one or more Service Orders submitted by Customer to Coeo; and,

Whereas, Coeo and Customer desire to set forth in this MSA certain terms and conditions that will apply to the contractual relationship between the Parties.

Now, therefore, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. SCOPE

These terms and conditions apply to the provision of all telecommunications and related services ("Services") by Coeo Solutions, LLC ("Coeo") to Customer under the service agreement (“Agreement”) to which this schedule is a part. The Services will be offered in each area to the Customer by Coeo or by an entity (the “Authorized Entity”) which is a subsidiary or affiliate of Coeo. The terms and conditions of this Agreement are, and shall be, applicable to the Services provided to the Customer by each Authorized Entity.

2. TERM

a) The Agreement shall be effective on the latter of Customer or Coeo’s signature dates on the Service Agreement (“Effective Date”). The term of the Agreement and the Minimum Monthly Fee shall commence upon Acceptance of the Service (as hereinafter defined) at all of the Service Locations covered by this Agreement, or the Effective Date, whichever is later, and shall continue in full force and effect for the time period indicated on the first page of the Agreement (“Term”), unless earlier terminated in accordance with its terms. During the time prior to commencement of the Term, Customer shall be responsible for paying any monthly recurring charges for circuits and/or facilities Accepted at the Service Location(s) which will carry either data, voice or both and associated actual usage of the Services, plus applicable taxes and surcharges, provided that in the event Customer cancels the Agreement at any time during this period prior to commencement of the Term, except as permitted by Section 6 of the Standard Terms, Customer shall be responsible for the early termination charges as set forth in Section 7b of the Standard Terms. “Acceptance” as used herein shall mean the earlier of: (i) actual use of the Services; (ii) the date the Service is installed and is running in test mode in accordance with the requirements of this Agreement, with no trouble tickets established by Customer, or (iii) seven (7) days after delivery of the circuits, facilities and/or Service to Customer’s premise in the event Customer fails to test such circuit, facilities and/or Service. After expiration of the Term, except where prohibited by state law, the Agreement, exclusive of any previously applicable Equipment for Services (“EFS”) arrangement shall renew automatically for successive renewal terms, each for a period of time equal to the length of time of the initial Term or such lesser amount as permitted by state law, unless either Party serves the other Party with written notice of such Party’s intent not to renew the Agreement at least ninety (90) days prior to expiration of the then current Term. If a party provides written notice of its intent not to renew, the Services shall continue under the terms and conditions of the Agreement, including application of the Minimum Monthly Fee, after expiration of the Term on a month to month basis with the Services priced at Coeo’s then current monthly rates exclusive of any Term and Volume discounts, promotions or EFS arrangements, until each respective service is canceled by either Party upon ninety (90) days written notice to the other Party. Customer must provide ninety (90) days prior written notice for termination of any circuit, facility and/or service. Coeo’s provision of Services is contingent upon Customer’s compliance with Coeo’s credit requirements, which requirements may be revised during the Term hereof in Coeo’s sole and reasonable discretion.
b) ADDITIONAL SERVICES. Additional Services may be added from time to time by Customer, which Additional Services will have the term specified in a Service Order Form, Email Acceptance or additional schedule for the additional service provided that (i) the new service shall continue in full force and effect for the time period indicated on the first page of the additional service Agreement (“Term”) shall apply for each facilities based Additional Service; (ii) the parties amend this Agreement and/or include a Service Order Form, which will be incorporated herein, to add the rate schedule applicable to such Additional Service; and (iii) the Minimum Monthly Fee shall be adjusted accordingly. Any services in use by Customer and not in a Service Order Form, Email Acceptance or Schedule will be charged at list rate and incorporated herein.  In the event that the Term of the Agreement expires prior to expiration of the Term of any Additional Services or Service Order Form, the Agreement shall continue in full force and effect with respect to such Additional Service only until expiration of the Term of each additional service. In the event that Additional Services are terminated prior to the expiration of the applicable Term, Customer shall be responsible for payment to Coeo of an amount equal to the monthly recurring charges for such terminated Additional Service, multiplied by the number of months remaining in the applicable Minimum In-Service Period.

3. RATES AND CHARGES

a) The rates and charges for the Services shall be those set forth in the rate schedule or Marketplace Offer to the Agreement (the “Rate Schedule”) or other appropriate schedule thereto, in addition to Coeo’s tariffs, as applicable and as amended from time to time. All rates and charges set forth in any preliminary quote are subject to final approval and acceptance by Coeo. The rates and charges in the Rate Schedule apply only to the Services provided at the service address listed on the Rate Schedule of the Agreement. Each additional Customer location added after the Effective Date of the Agreement shall require its own rate schedule. Calls made using any service offered by Coeo are rounded up to the next cent at the termination of the call. For any Coeo service used by Customer for which a rate is not specified in the Agreement, Coeo’s standard business rate shall apply.
b) Notwithstanding the foregoing, Customer guarantees to Coeo payment of a Minimum Monthly Fee in the amount set forth on the first page of the Agreement (“Minimum Monthly Fee”). For each month Customer agrees to pay the greater of (i) the total amount otherwise due for the month for all Services and any Equipment provided under the Agreement, or (ii) the Minimum Monthly Fee. Compliance with the Minimum Monthly Fee shall be based on Customer’s Service charges prior to application of any taxes or surcharges.
c) If ten percent (10%) or more of Customer’s completed calls are equal to or less than 6 seconds in length (“Short Duration Calls”) during any calendar month, Coeo reserves the right to charge and Customer shall be responsible for payment of a surcharge of $0.01 per Short Duration Call, which surcharge shall be in addition to the rates and charges for the Services and all other applicable surcharges and taxes. If more than forty percent (40%) of Customer’s total call attempts are uncompleted during any given month, per trunk group and DS0 circuit, Coeo reserves the right to disconnect the affected circuit or to charge Customer $10 per DS0 per month per trunk group. If applicable, the same metrics will be applied on a session (or DS0 equivalent) basis for SIP based termination Services.

4. TAXES AND SURCHARGES

In addition to the rates and charges for the Service(s), Customer shall be responsible for payment of all local, state and federal taxes, fees and surcharges, however designated, imposed on or based upon the provision, sale, or use of the Services, excluding taxes based on Coeo’s net income. Customer shall be responsible for the payment of all surcharges in effect from time to time, including but not limited to USF, and payphone surcharges, as required or permitted by applicable law, regulation or tariff (“Price List”) and/or as specified on the Coeo website or at http://www.coeosolutions.com/surcharges. To the extent a sale is claimed to be subject to a tax exemption, and Customer provides Coeo with a proper tax exemption certificate as authorized or required by statute or regulation of the jurisdiction providing said tax exemption, Coeo agrees to exempt Customer from the collection of taxes to the extent warranted by such certificate(s). Failure to timely provide said certificate will result in no exemption being available to Customer for any period prior to the date that the Customer presents a valid certificate.

5. BILLING AND PAYMENT

Billing for a Service shall commence upon Acceptance (as previously defined). All bills are due and payable upon receipt. If Customer's bill is not paid by the date which is thirty (30) days after the invoice date listed on the bill (the “Due Date”), Customer also shall pay Coeo a monthly late charge amount equal to 1.5% of the unpaid balance due (or such lesser amount as is the maximum amount permitted under applicable law). Customer must provide Coeo with written notice of any disputed charge(s) within forty-five (45) days after the invoice date listed on the bill or shall be deemed to have waived its rights to dispute the charges. If the dispute is filed on or before the Due Date for the respective invoice, Customer shall pay the invoiced amount minus the disputed amount by the Due Date. Customer shall have no right to withhold amounts not disputed by the Due Date, provided that payment of an invoice shall not be deemed a waiver of Customer’s rights to later dispute an invoice within the time period established in this Section. The dispute notice shall set forth in writing in reasonable detail the information concerning the disputed charges and reasons for the dispute. Coeo and Customer shall attempt in good faith to promptly resolve any objection to the invoiced amount. If the dispute is subsequently resolved in favor of Coeo, Customer shall pay the disputed amount previously withheld within ten (10) days of such resolution, including interest at the rate specified above from the original due date. If the dispute is subsequently resolved in favor of Customer, Coeo shall issue a credit on Customer’s subsequent invoice for the disputed amount. If Coeo initiates legal proceedings to collect any amount due hereunder and Coeo substantially prevails in such proceedings then Customer shall pay the reasonable costs and expenses, including but not limited to attorney fees, expenses, court costs and service charges, incurred by Coeo in collecting payment and/or in prosecuting such proceedings and any appeals there from.

6. TERMINATION

a) A party may terminate the Agreement on thirty (30) days' written notice if the other party materially breaches the Agreement and such breaching party fails to cure the breach within such notice period, provided that the cure period for breach of any of Customer’s payment obligations shall only be ten (10) days, or as provided by law. If Customer fails to cure any breach of its payment obligations with respect to amounts not disputed in accordance with the provisions of Section 5 above within such ten (10) business day period, in addition to Coeo’s remedies under Section 5 above, Coeo shall have the right to immediately and without further notice suspend Services to Customer.
b) A party may terminate the Agreement upon written notice to the other party if (i) the other party dissolves or becomes insolvent; (ii) the other party makes an assignment for the benefit of creditors; (iii) the other party suspends the transaction of its usual business or consents to the appointment of a trustee or receiver; or (iv) a receiver of the other party is appointed.
c) If Customer (or any Customer affiliate) is in default of the terms of any other agreement between Coeo (or any Coeo affiliate) and Customer (or any Customer affiliate), including but not limited to any payment obligation to Coeo or its affiliates, then Coeo, at its sole option, may consider such default as a default under this Agreement and provide notice of default in accordance with the terms of this Agreement. Customer further understands and agrees that any breach by Customer of its obligations under this Agreement shall also be deemed a breach by Customer of its obligations under any other agreements it (or any Customer affiliate) has entered into with Coeo and/or its affiliates and understands and agrees that any such breach shall authorize Coeo and/or any of its affiliates to immediately suspend performance under, and or terminate, said agreements with Customer (or Customer’s affiliates) for default.

7. TERMINATION LIABILITY

a) If the Agreement is terminated anytime during the Term, Customer shall pay to Coeo, immediately upon demand, (i) all sums then due and unpaid plus (ii) an amount equal to the Minimum Monthly Fee times the number of months left in the Term. No termination liability will apply in the event that the Agreement is terminated by Customer pursuant to Section 2 at the end of a Term or 6 above as the result of a Coeo breach, however, in such event Customer shall be responsible for payment of all charges incurred prior to the termination date.
b) In the event Customer terminates the Agreement at any time during the period prior to commencement of the Term, except as permitted by Section 6 above, Customer shall pay to Coeo, immediately upon demand, (i) all sums then due and unpaid for the Services plus (ii) an amount equal to number of months left in the term times the Minimum Monthly Fee.
c) Construction or Acquisition of Communications Facilities. If Coeo specially constructs or acquires Communications Facilities in order to provide Service(s) to Customer, and Customer cancels or breaches the Agreement prior to the end of the Term, Customer shall reimburse Coeo or any third party, as appropriate, for all costs incurred in undertaking to specially construct or acquire such Communications Facilities.

8. LIMITATIONS OF SERVICE

Notwithstanding any other provision contained herein, this Agreement shall apply only to non-carrier services provided directly to Customer for use only by Customer. For the avoidance of doubt, Customer may not purchase services under this retail service agreement and resell services to end users. Resellers may only secure services from Coeo under a wholesale service agreement. This Agreement also does not constitute a joint undertaking for Customer’s furnishing of any service to its own customers. Services provided to Customer under this Agreement may be connected to other facilities between certain locations and thereby constitute a portion of end-to-end service furnished by Customer to its customers.

9. 911 / E911 MATTERS

CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT Coeo’s VOICE SERVICE IS INTERNET BASED AND THEREFORE 911/E911 SERVICES ARE DIFFERENT FROM TRADITIONAL WIRELINE BASED SERVICES AND ARE OR MAY BE ONLY PROVIDED WITH CERTAIN SERVICES IF SPECIFICALLY DEFINED IN ADDENDUM(S), EXHIBIT(S), SCHEDULES, SOFS, TERMS AND CONDITIONS, SERVICE AGREEMENTS, AND ATTACHMENTS TO THIS AGREEMENT, AND INCLUDING OTHER APPLICABLE ADDENDA, AND APPLICABLE ONLINE TERMS & CONDITIONS, ALL OF WHICH ARE FULLY INCORPORATED HEREIN BY REFERENCE. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER Coeo, ITS UNDERLYING CARRIER(S), NOR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CUSTOMER. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS Coeo FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OR CUSTOMER OF CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY INJURY ARISING OUT OF A LACK OF OR MISROUTING OF 911 CALLS, REGARDLESS OF WHETHER THE CALL FAILED OR WAS ROUTED BY A PUBLIC SAFETY ANSWERING POINT OR AN OFFICIAL EMERGENCY OPERATOR, IS NEITHER THE FAULT NOR LIABILITY OF Coeo AND CUSTOMER HOLDS Coeo AND ITS SUBSIDIARIES AND AFFILIATES, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY DAMAGES OR LIABILITIES. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY. 911 SERVICE ADDRESS AND MOVES. CUSTOMER MUST PROVIDE Coeo WITH AN ACCURATE SERVICE ADDRESS, MEANING THE ACTUAL PHYSICAL LOCATION WHERE CUSTOMER WILL BE LOCATED. Service(s) may not be moved from a contracted Service address without written notification from Customer to Coeo. Should Customer fail to notify Coeo of a service move, then Coeo, in its sole discretion, may immediately suspend any applicable Service(s) until such time as Coeo processes a “move order” initiated by Customer. Failure to provide the correct actual physical location or to notify Coeo of an intended service move may result in Service(s) being 911/E911 non-compliant or fail, if otherwise applicable. Customer understands that said failure may cause incorrect routing of emergency services and any consequences of such rest solely with Customer. Additionally, Customer understands that continuation of Service with respect to any existing DIDs may be restricted by the location of the moved service.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations, court decisions or administrative rulings regarding the provision or use of the Services. Without limiting the foregoing, all customers that utilize the Services for the purpose of making telephone solicitations must comply with the national do-not-call requirements, including the rules as set forth in 47 C.F.R. Section 64.1200 and 16 C.F.R. Part 310. Failure to do so shall constitute a material breach of the Agreement.

11. UNAUTHORIZED USE OF SERVICES

Customer, and not Coeo, shall bear the risk of loss arising from any unauthorized or fraudulent usage of Services provided under the Agreement to Customer. Coeo reserves the right, but is not required, to take any and all action it deems appropriate (including blocking access to particular calling numbers or geographic areas) to prevent or terminate any fraud or abuse in connection with the Services, or any use thereof, provided, however, that any such action shall be consistent with applicable federal and state laws, rules, and regulations. In addition, as a condition of receiving the telecommunication services contemplated hereunder, Customer shall at all times order adequate trunking for Customer’s call volume. In the event Customer’s call trunking is inadequate to accommodate the call volume it is receiving at any given time then Coeo may, at its sole option, restrict or block calls to the applicable circuits. 12. WARRANTY THE QUALITY OF SERVICE PROVIDED HEREUNDER SHALL BE CONSISTENT WITH COMMON CARRIER INDUSTRY STANDARDS, GOVERNMENT REGULATIONS AND SOUND BUSINESS PRACTICES. Coeo MAKES NO OTHER WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Coeo DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON Coeo’s BEHALF AND THE CUSTOMER MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY OF Coeo. THIS SECTION SURVIVES TERMINATION OF THE AGREEMENT. 13. LIMITATIONS OF LIABILITY
a) IN NO EVENT SHALL EITHER PARTY (OR ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS) BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF CUSTOMERS, CLIENTS OR GOODWILL ARISING IN ANY MANNER FROM THE AGREEMENT AND/OR THE PERFORMANCE OR NONPERFORMANCE HEREUNDER. THIS DOES NOT LIMIT CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF ANY AND ALL PROPERLY DUE CHARGES. THIS SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY AND TERMINATION OF THE AGREEMENT.
b) Coeo’s ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES WITH RESPECT TO ANY SERVICE PROVIDED TO CUSTOMER (INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE INSTALLATION, DELAY, PROVISION, TERMINATION, MAINTENANCE, REPAIR, INTERRUPTION, OR RESTORATION OF ANY SUCH SERVICE) OR BREACH OF THE AGREEMENT, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY OR STRICT LIABILITY, SHALL BE AS FOLLOWS: (I) FOR A SERVICE QUALITY CLAIM (INCLUDING INTERRUPTION IN SERVICE), THE OUTAGE CREDIT UNDER THE SERVICE LEVEL AGREEMENT; (II) FOR TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY CAUSED BY Coeo’s NEGLIGENT ACTS OR OMISSIONS, OR FOR ANY DAMAGES ARISING FROM THE WILLFUL MISCONDUCT OF Coeo, THE AMOUNT OF PROVEN DIRECT DAMAGES; AND (III) FOR ALL OTHER CLAIMS NOT COVERED BY THE FOREGOING SUBSECTIONS, THE AMOUNT OF PROVEN DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE CHARGE APPLICABLE UNDER THE AGREEMENT FOR THE PERIOD DURING WHICH SERVICES WERE AFFECTED. IN NO EVENT SHALL Coeo’s AND ITS AFFILIATES’ CUMULATIVE LIABILITY FOR ALL CLAIMS (EXCLUDING (II) ABOVE) ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID BY CUSTOMER TO Coeo HEREUNDER. THIS SECTION SURVIVES TERMINATION OF THE AGREEMENT.
c) Coeo also shall not be liable for any damages arising out of or relating to: interoperability, interaction, access or interconnection problems with applications, equipment, services, content or networks not provided by Coeo; Service interruptions or lost or altered messages or transmissions (except to the extent credit allowances are specified in the applicable Service Level Agreement); or unauthorized access to or theft, alteration, loss or destruction of Customer’s, Users' or third parties' applications, content, data, programs, information, network or systems.

14. FORCE MAJEURE

Except with respect to Customer’s payment obligations for Services rendered prior to the commencement of a Force Majeure event, notwithstanding any other provision of the Agreement, neither Party shall be liable to the other Party for any delay or failure in performance of the Agreement to the extent such delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirement, civil or military authority, Act of God, inability to secure materials or labor or any other causes beyond its reasonable control. Any such delay or failure shall suspend the Agreement until the Force Majeure ceases.

15. RELATIONSHIP OF PARTIES

Neither the Agreement nor the provision of Service hereunder shall be deemed to create any joint venture, partnership or agency between Coeo and Customer. The Parties are independent contractors and shall not be deemed to have any other relationship. Neither Party shall have, or hold itself out as having, the power or authority to bind or create liability for the other by its intentional or negligent act.

16. Coeo FACILITIES

Equipment furnished by Coeo shall remain its property and shall be returned to Coeo on expiration or termination of the Agreement or as earlier requested by Coeo, in good condition, reasonable wear and tear excepted. Customer shall reimburse Coeo for any loss of, or damage to, Coeo’s facilities or equipment on the Customer’s premises, except loss or damage caused by Coeo’s own employees, agents or contractors. Failure to return Coeo equipment 10 days after service termination will result in customer reimbursing Coeo for the equipment at the then current list price.

17. NOTICES

All notices and communications under the Agreement shall be in writing and shall be given by personal delivery, by registered or certified mail, return receipt requested, by regular U.S. mail, or by facsimile transmission or email, addressed to the respective Party as set forth in the first page of the Agreement or to such other address as may be designated in writing by such Party. Notice shall be deemed given upon mailing or sending.

18. ENTIRE AGREEMENT

The Agreement, including these Standard Terms and Conditions, Coeo’s Acceptable Use Policy (“AUP”), Service Level Agreement (“SLA”) and all other schedules referenced in the Agreement or at http://www.coeosolutions.com/ and which are applicable to the Services purchased by the Customer, Coeo’s applicable tariffs, all of which are expressly incorporated by reference, and any attached schedules signed by both parties, represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other agreements, written or oral, between the Parties relating to the Service. The tariffs, the Standard Terms and Conditions, AUP, SLA and other applicable schedules referenced in the Agreement or at http://www.coeosolutions.com/ may be modified from time to time. Any other modification to this Agreement shall be in writing and signed by authorized representatives of both Parties. In case of any conflict between the provisions of these Standard Terms and any schedule (including any Addendum), the provisions of the schedule or Addendum shall take precedence unless otherwise indicated in writing by Customer and Coeo. A digitized (electronic) copy of the executed Agreement shall be deemed the same as an original copy. The Agreement may be executed in any number of counterparts, including facsimile counterparts or electronic PDFs, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any hand written notation on this form or on any portion of the Agreement by Customer is rejected in its entirety unless expressly agreed to in writing by a Coeo Vice President of Sales. The information exchanged between Customer and Coeo concerning Services, Networks and equipment configuration, as well as information about Customer, constitutes proprietary information. Both Parties agree to keep any such information confidential unless either is obligated by law to disclose information contained herein. Provisions in the Agreement that, by their sense and context, are intended to survive completion of performance, termination or cancellation of the Agreement, shall survive.

19. REGULATORY CHANGE

Coeo may amend any contract term or pricing in response to a regulatory change that materially changes the technical feasibility or economics of providing service. Coeo will notify Customer in writing when exercising this right, after which Customer will have thirty (30) days from the date of the notice to terminate the adversely affected Services for cause by notifying Coeo in writing. If Customer does not respond in writing to Coeo within thirty (30) days, Customer waives its right to terminate. For permitted hereunder, the assignee must comply with Coeo’s credit and security requirements.

20. WAIVER

No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the Party to which it is attributed. No consent by a Party to, or waiver of, a breach or default by the other, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.

21. PARTIAL INVALIDITY

If any provision of the Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render the Agreement unenforceable, but rather the Agreement shall be construed as if not containing the invalid or unenforceable provision. However, if such provision is an essential element of the Agreement, the Parties shall promptly attempt to negotiate a substitute therefor.

22. ASSIGNMENT

Customer may not assign the Agreement without the written consent of Coeo, which consent shall not unreasonably be withheld or delayed; provided that no such consent shall be required for any assignment by a party to an entity that either controls or is controlled by or is under common control with that party; or to an entity which succeeds to all or substantially all of such party’s assets whether by merger, sale or otherwise; or to any institutional lender to whom this Agreement is assigned as collateral permitted hereunder, the assignee must comply with Coeo’s credit and security requirements.

23. GOVERNING LAW

The Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Each party consents to personal jurisdiction in the state and federal courts of the State of Illinois.

24. SPECIAL CONSTRUCTION

Provision of Services is subject to Coeo’s approval of the suitability of Customer’s premises for the Services. In addition, Customer shall be responsible for all costs associated with any special construction and/or wiring that may be requested and/or required as part of Coeo’s provision of Service, and all costs arising from any Customer requested change in location of all or part of the Services prior to the completion of construction or installation.

25. TELEPHONE NUMBERS
In no event shall Coeo be liable for (i) any telephone numbers published or distributed by Customer prior to Acceptance of Service (as hereinabove defined) at all of the Service Locations covered under the Agreement; or (ii) for any directory publishing error.

26.  Unlimited Services

For all unlimited long distance and local service offerings (“Unlimited Services”), unlimited service applies only to calls or use made within the continental United States and Canada. Calls to Alaska, Hawaii and all non-Canadian international calls are subject to additional charges. Unlimited Services are provided solely for live dialogue between two individuals and may be used only for reasonable internal commercial use consistent with the types and levels of usage by typical Coeo customers. “Typical” refers to the calling or other use patterns and/or average volume of at least 95% of Coeo’ business customers using such Service for internal commercial use and does not represent typical usage by unique organizations such as call centers, conference services, resellers, fax messaging services, telemarketers, modem, internet dial up or for use without live dialog such as transcription services, intercom or monitoring services. Use of Unlimited Services beyond reasonable, typical use shall be deemed abusive and is prohibited. Customer presumes that certain usage, dialing, or calling patterns indicate that Customer is not using the Service for Customer’s own reasonable internal commercial use.  Coeo may monitor and review usage with respect to Unlimited Services to ensure compliance with typical commercial use policies. Customer agrees that Coeo in its sole discretion shall determine if use of any Unlimited Services is abusive, and in such case, Customer agrees to pay a per minute or other applicable overage fee for use in excess of typical levels at the applicable current rate established by Coeo. In addition, Coeo reserves the right to move Customer to an alternate product, offering service or plan or to suspend, terminate or restrict Services immediately in the event Coeo reasonably believes that Customer is engaging in prohibited or abusive activity hereunder. If Customer believes that Coeo is in error as to its determination of prohibited or abusive use by Customer, Customer may contact customer service, and depending on the circumstances, Coeo may reactivate Service; provided, however, if the usage, dialing or calling patterns that Coeo deems to indicate prohibited or abusive use continue, Coeo reserves the right to again modify, suspend, terminate or restrict the Services immediately.


27. SERVICES AND RESTRICTIONS

a)	Per Minute Metered Service Plan.   The Per Minute Metered Service Plan is rated based on the number of minutes used for inbound and outbound calls.  Coeo calculates minute-of-use rates based on the detection of an answer supervision signal until the receipt of a disconnect signal, billed in thirty (30) second minimums and six (6) second increments.  
b)	Unlimited Plan and Fair Usage.  In the event Customer selects the Unlimited SIP Service Plan, all users must be licensed for the Unlimited SIP Service Plan.  Minutes from all Unlimited SIP Service Plans are pooled to establish the Total Service Plan Minutes.  Fair Usage is calculated as average monthly pooled minutes used by Coeo’s Cloud Customers, which averages approximately 400 minutes per user per month. If the Total Service Plan Minutes threshold is exceeded, all additional calls will be billed at $.015 per minute.  The Unlimited SIP Service Plan is for Normal Business Use Only.  Use of the Unlimited SIP Service Plans for activities including, but not limited to, any Auto or Predictive dialing (i.e., non-manual dialing or other means to continuously place outbound calls), continuous or extensive call forwarding or connectivity, fax broadcast, blasting, spamming, or any other activity that would be inconsistent with Normal Business Use is prohibited.
c)	Security of Customer Premise Equipment. Customer is responsible to secure all credentials used to access the SIP Services, including credentials used by telephones or softphones and credentials used by Customers or administrators to access the Coeo SIP Trunk network.  Customer acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject the Customer to a higher level of risk for fraudulent activity, as will use of the Services using a network that has not been secured using best practice measures. Customer acknowledges that Customer bears the risk of loss arising from any unauthorized or fraudulent usage of the Services.