MASTER SERVICES AGREEMENT

1. Services: Subject to the Customer placing orders and INTREPID accepting such orders as contemplated herein, Customer agrees to purchase, and INTREPID agrees to provide, the services described in the attached service schedule(s) ("Service Schedule(s)") that reference this Master Services Agreement ("MSA" or "Agreement") and that are executed by both parties (the "INTREPID Services"), and Third Party Service described in Section 19 (INTREPID Services and Third Party Service, collectively or individually, the "Services"). INTREPID Services may consist of any combination of INTREPID's data products, and/or voice products (each referred to as "Network Services"), and/or professional services. All Services shall be provided according to the terms and conditions in this MSA (defined below) and as specified in an accepted order for Services placed by Customer contemporaneously herewith, subsequent hereto or in contemplation hereof ("Service Order(s)"). This Agreement is comprised of the general terms and conditions contained in Sections 1 through 26 herein (the "General Terms") together with any appendices, Service Schedules and Service Orders attached or incorporated by reference, and the foregoing shall be deemed one, integrated agreement and not as separate, severable contracts. The Service Schedules may be attached hereto, separately executed, or added by amendment. All Services are subject to availability and approval of Customer's credit by INTREPID at the time of each Service Order. In the event of a conflict between the terms and conditions of this Agreement and its Schedules, and an Addendum accepted in writing by INTREPID, the Addendum shall control.
2. MSA Term: The MSA (referring not to individual Services, which will each have their own term as described in Section 3 below) shall continue in effect for five (5) years from the Effective Date ("MSA Term"), and shall then automatically renew for successive one (1) year periods ("MSA Renewal Term(s)"), unless either party gives written notice to the other party of non-renewal, such notice to be delivered at least sixty (60) calendar days before the end of the MSA Term or the MSA Renewal Term. Notwithstanding the prior sentence, unless Customer is in Default, any Service being provided at the time of termination of this MSA shall continue upon the terms and conditions of this MSA until the end of the Service Term or any applicable Extension Period for Service as specified in the applicable Service Order or until such Service Order is terminated; provided, however, that Customer may not order any new Service until Customer and INTREPID have entered into a new agreement or mutually agreed in writing to extend this MSA. This MSA term may be extended by signing a service agreement in which the stated terms allow for the extension or this agreement, all term extensions will be valid for five (5) years from the date of extension.
3. Service Term: The term for each Service as described in a Service Order shall be as indicated on the Service Order ("Service Term"). At the end of the Service Term for any Service, such Service shall continue on a month-to-month basis ("Extension Period") unless either party gives written notice to the other that the Service(s) shall be disconnected, such notice to be delivered at least sixty (60) calendar days before the end of the Service Term, or if during the Extension Period, then upon at least thirty (30) calendar days prior written notice. Notwithstanding the foregoing, if Customer disconnects Service and Customer has ordered its own Internet service or interexchange network service, Customer must provide INTREPID written notification of Customer's disconnect with the Internet service or interexchange network service provider in the form of a disconnection firm order commitment ("DFOC") from the Internet service or interexchange network service provider.
4. Payment Terms and Charges: Customer agrees to pay recurring and non-recurring charges for INTREPID Services, as set forth in applicable Service Order and/or quote ("Quote") referenced in such Service Order and all charges for Third Party Services, if applicable. INTREPID provides and charges for Services in U.S. Dollars, commencing on the date INTREPID notifies Customer that the relevant Service is available for use by Customer. Subject to Section 5 below, all amounts stated on each invoice are due and payable within thirty (30) calendar days of the date of the invoice, except with respect to Services related to voice products, which shall be due and payable immediately upon receipt of the invoice ("Due Date"). In the event Customer fails to make full payment of undisputed amounts by the Due Date, Customer shall also pay a late fee in the amount of the lesser of (i) one and one-half percent (1 ½%) per month or (ii) the maximum lawful monthly rate under applicable state law, of the unpaid balance which amount shall accrue from the Due Date ("Late Fee"). INTREPID may make billing adjustments for INTREPID Services for a period of one hundred eighty (180) calendar days after the date a Service is rendered, and for Third Party Services at any time within two (2) months of INTREPID's receipt of any invoice from the Third Party Provider (defined in Section 19 below), or any other time frame allowed by contract, law, or government rule or regulation, whichever is later. INTREPID will invoice Customer for any billing adjustments and Customer agrees to pay such amounts in accordance with this Section.
5. Deposits: INTREPID may require Customer to pay a cash deposit at any time that INTREPID deems reasonably necessary to protect its interests. The amount of the deposit will be credited to Customer's account when this Agreement expires or is terminated, and any remaining balance will be refunded to Customer.
6. Taxes and USF Charges: (a) If any local, state, national, international, public or quasi-public governmental entity or foreign government or its political subdivision imposes any taxes (excluding taxes based on INTREPID's net income or capital or any property taxes), fees, surcharges, or other charges or impositions on INTREPID as a result of INTREPID's sale of Services or Customer's use of Services, Customer shall pay any such impositions ("Additional Charges") and indemnify INTREPID from any liability or expense associated with the Additional Charges. (b) In addition, if Additional Charges are assessable to support the Federal Universal Service Fund ("FUSF") or any similar local, state, national, international, or foreign fund, INTREPID may elect to calculate and charge Customer in accordance with applicable regulations of the government authority having jurisdiction ("USF Charges"), unless Customer is paying such Additional Charges directly or is otherwise exempt. To the extent USF Charges apply to Services, Customer shall also pay INTREPID an administrative fee equal to one percent (1%) of the total INTREPID charges for such Services.
7. Financial Information: Customer authorizes INTREPID to obtain credit and financial information about the Customer as INTREPID deems appropriate and necessary in order to evaluate the credit worthiness of Customer.
8. Customer Premise Equipment (CPE): When specifically provided for in the Service Order, INTREPID, will pay for, provide, install maintain, operate control and own any network access device ("Equipment") connected to the INTREPID network, which Equipment shall at all times remain the property of INTREPID, regardless of where located or attached. Customer may not rearrange or move or disconnect the Equipment and is responsible for any damage to or loss of Equipment caused by Customer, its end users or invitees. Customer agrees to reimburse INTREPID for all CPE not returned, or returned damaged from customer.
9. Service Installation Remedy: If Customer orders services hereunder and such services are not installed within 120 days of Customer Service Request Date, Customer, as his or her sole remedy, may cancel such services without further liability for that particular service.
10. Early Termination: Customer may disconnect any INTREPID Service without cause after installation by providing written notification to INTREPID sixty (60) calendar days in advance of the effective date of the disconnection and paying to INTREPID an "Early Termination Charge" in an amount equal to: (i) the recurring charges associated with the Service Term less any recurring charges already paid, (ii) any non-recurring charges not yet paid by Customer, (iii) installation charges discounted or waived at the time Service was installed, (iv) any termination liability associated with Third Party Services, and (v) the balance of any minimum commitments by Customer required under this MSA, if applicable. If Customer terminates any INTREPID Service during an Extension Period as provided in Section 3 above, Customer shall only be responsible for any non-recurring charges not yet paid by Customer together with termination liability associated with Third Party Services. It is the express intent and understanding of the parties that, this MSA and all Service Orders hereunder being one integrated agreement and not separate, severable contracts, Customer's right to early termination of any Service is not a right to "reject", on an individual basis, any Service or any Service Order pursuant to federal bankruptcy laws. In the event Customer orders its own Internet service or interexchange service, Customer's written disconnection notice must also include a DFOC from the Internet service or interexchange service provider as described in Section 3.
11. Warranties: INTREPID warrants and represents that it is fully authorized to contract for the services specified herein. INTREPID does not guarantee continuous or uninterrupted service. INTREPID MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FUNCTION.
12. Acceptable Use: Customer shall make use of INTREPID services only for lawful purposes in compliance with all United States federal and state regulations and adhere to all of the terms of the "INTREPID Acceptable Use Policy" as specified at the website https://www.intrepidtelecom.com/aup.mhtml . Violation of any federal or state regulations or failure of a Customer to comply with the Acceptable Use Policy shall be grounds for termination of INTREPID services. Termination for violation of the Acceptable Use Policy shall in no event release Customer from the obligation to pay all amounts due and payable hereunder.
13. Limitation of Liability: EXCEPT OTHERWISE PROVIDED HEREIN IN NO EVENT SHALL INTREPID BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY IN ANY RESPECT, INCLUDING WITHOUT LIMITATION, FOR ANY DAMAGES, EITHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE, OR ANY OTHER DAMAGES, OR FOR ANY LOSS OF GOODWILL OR LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF INTREPID PURSUANT TO THIS AGREEMENT; AND IN NO EVENT SHALL INTREPID BE LIABLE AT ANY TIME FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT OF PAYMENTS THAT INTREPID HAS RECEIVED FROM CUSTOMER FOR SERVICES PROVIDED BY INTREPID HEREUNDER.
14. Indemnity:
    1. Customer and INTREPID will release, defend, indemnify and hold harmless the other from and against any loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated, of any third party, including without limitation all reasonable costs and expenses, such as reasonable litigation costs and attorneys' fees ("Claim"), relating to damage to tangible property or bodily injury, or wrongful death, to the extent such Claim arises out of the negligence or willful misconduct of the respective indemnifying party, its employees, agents, or contractors in connection with this MSA or the provision of Services hereunder.
    2. Customer will release, defend, indemnify and hold harmless INTREPID and its officers, directors, employees, contractors and agents from and against any Claim to the extent such Claim (i) is brought by a downstream customer of Customer or an end user and arises out of an alleged defect in or failure of Service, or (ii) arises out of failure by Customer or downstream customers of Customer or end users to obtain approval, consent, or authorization relating to the content transmitted over INTREPID's network, including without limitation claims relating to any violation of copyright law, export control laws, or that such transmissions are libelous, slanderous, an invasion of privacy or illegal.
15. Compliance with Law: Customer's use of the Services and INTREPID's provision of the Services shall be in accordance, and comply, with all applicable laws, regulations, and rules. Customer shall obtain all approvals, consents and authorizations necessary to conduct its business and initiate or conduct any transmissions over any facilities covered by this MSA. INTREPID shall obtain all approvals, consents and authorizations necessary to conduct its business and to provide the Services covered by this MSA. Customer and INTREPID will release, defend, indemnify and hold harmless the other from and against any Claim arising out of, resulting from or based upon the indemnifying party's violation of any law, rule or regulation.
16. Force Majeure: Either party may adjust or suspend its performance (other than the obligation to make payment) to the extent performance is beyond its reasonable control for reasons including, without limitation, acts of God, fire, explosion, atmospheric conditions such as rain fade, cable cut caused by a third party, governmental action, national emergencies, war, riot, insurrection, terrorism, vandalism, or labor difficulties such as work stoppages, strikes, or lockouts. If the force majeure event continues for a period of thirty (30) calendar days, then either party may, without incurring liability, terminate the affected Services or circuits, except for Customer's liability for any charges of a Third Party Provider.
17. Proprietary Information: Except as required by law or stock exchange rule, the terms and conditions of this MSA and all proprietary information exchanged by the parties and all documents referenced herein (including invoices) are confidential and shall not be disclosed without prior written consent of the other party.
18. Interstate Service Representation: INTREPID and its Affiliates (defined in Section 21 below) shall not be obligated to make available intrastate Service, e.g., any Service on a circuit which originates/terminates at points both of which are situated within a single state, unless INTREPID or its Affiliates specifically offer an intrastate Service, or an information Service as defined in 47 U.S.C. Section 153(20) or unless Customer represents in writing that such Service (other than switched voice services) or circuit shall be used to carry more than ten percent (10%) interstate or foreign telecommunications traffic. Customer hereby represents that more than ten percent (10%) of the transmissions on each circuit shall be interstate transmissions or foreign transmissions as those terms are defined in 47 U.S.C. Sections 153(17) and 153(22). If it is determined at any time that such Service or circuit is subject to regulation by a U.S. State regulatory agency, the Service or circuit may be provided by INTREPID or its Affiliates pursuant to applicable state laws, regulations and applicable tariffs, or INTREPID and its Affiliates may discontinue provision of the affected Service or circuit.
19. Third Party Services: In conjunction with INTREPID Service, INTREPID may, upon Customer's request, arrange for Service to be provided by a third party ("Third Party Service"), such as local access service, interexchange service, or international service. INTREPID shall not be obligated to provision any Third Party Service except in connection with a Service Order for INTREPID Service. In the event Customer requests that INTREPID order Third Party Service, INTREPID shall provision and coordinate the installation of such Service and conduct the initial testing of an interconnection between the INTREPID Service and Third Party Service. INTREPID will not begin billing Customer for such Third Party Service until related INTREPID Service is available. Customer may be required to execute a letter of authorization ("LOA"), in a form provided by INTREPID, authorizing INTREPID to deliver such Third Party Service to Customer's location. When Customer requests international service, INTREPID may arrange for the foreign end of the Service or for a portion of the foreign end of the Service to be provided by a third party carrier licensed in the relevant foreign point. In some cases, INTREPID may be unable, and Customer may be required, to arrange the foreign end of such Service with a foreign carrier. Although this MSA governs the terms of INTREPID's arrangement of Third Party Service, service level parameters and related warranties (if any), surcharges, outage credits, required commitments, termination liability, limitations, and other service-specific terms of the Third Party Service shall be those of the provider of the Third Party Service ("Third Party Provider"). All charges incurred by INTREPID for such Third Party Service, including without limitation monthly recurring charges, installation charges, non-recurring charges, and applicable termination/cancellation charges of the Third Party Provider, shall be invoiced to Customer and Customer shall be responsible for payment thereof.
20. Customer Ordered Internet Service or Interexchange Service: Customer may order its own Internet service or interexchange service from a data network provider who has established entrance facilities in a INTREPID point of presence upon receipt of a LOA or letter of authorization/carrier facility assignment ("LOA/CFA"). Customer may order its own Internet service or interexchange service with a vendor who does not have established entrance facilities within INTREPID's point of presence only with INTREPID's written permission. Customer's Internet service or interexchange service provider shall directly bill Customer for such Internet service or interexchange service. Customer shall ensure that Customer ordered Internet service or interexchange service is available at the same time as the INTREPID Service and shall be obligated to pay for INTREPID Service regardless of whether Customer-ordered Internet service or interexchange service is available.
21. Assignment:. Neither party shall assign or otherwise transfer its rights or obligations under this MSA without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, either party may freely assign this MSA, upon notice to the other party, to (i) an "Affiliate" (defined as an entity that controls, is controlled by or is under common control), or (ii) in the event of a sale of all or substantially all of its assets, to the purchaser of those assets, or (iii) in the event of a merger, acquisition or recapitalization of the assigning party, to the surviving entity (the sale of assets, merger, acquisition or recapitalization to be referred to as a "Change of Control"). For the purposes of this Section, "control" means to have more than a fifty percent (50%) ownership interest. In the event of an assignment by Customer to an Affiliate, the acquiring or surviving entity or assignee (as applicable) must be at least as creditworthy as Customer and no such assignment will release Customer from Customer's obligations herein, including, but not limited to payment, except to the extent that the acquiring or surviving entity or assignee meets its obligations under this MSA.
22. Confidentiality: Customer and INTREPID understand and agree that the terms and conditions of this Agreement, all Exhibits hereto and all documents referred to herein are confidential as between Customer and INTREPID and shall not be disclosed to any party other than the directors, officers, employees, accounts, taxing authorities or agents of Customer or INTREPID who have specifically agreed to nondisclosure of the terms and conditions hereof. The terms and conditions of this Agreement may be disclosed to a third party if such disclosure is pursuant to any judicial or governmental request, requirement or order. Violation by either party or its agents of the foregoing provision shall entitle the non-disclosing party, at its option, to terminate this Agreement within a period of thirty (30) days after notice of such unauthorized disclosure, and if not so terminated, this Agreement shall continue in accordance with its terms.
23. Arbitration: The Parties desire to resolve disputes which arise out of this Agreement without litigation. Accordingly, the Parties agree to submit any controversy or claim arising out of or relating to the Agreement or its breach to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Venue for any such arbitration shall be exclusively in Harris County, Texas. The arbitrator will have no authority to award punitive damages, exemplary damages, Consequential Damages, multiple damages, or any other damages not measured by the prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. Each Party will bear its own costs of these procedures, including attorney's fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof.
24. Service Non-conformance: Any persistent performance issues on existing services, questions, or problems shall immediately be reported in writing to INTREPID. Such writing may be by means of first class mail, overnight delivery service, or facsimile. Upon receipt of notice from Customer of any performance issues, INTREPID shall open up a trouble ticket. INTREPID shall have thirty (30) days from date that INTREPID receives written notice to cure such performance issues. If after such thirty (30) day period, INTREPID has failed to cure the deficiency, Customer may terminate the non-conforming service provided hereunder. In the event of termination under this provision, Customer shall remain liable for payment of all monthly service charges due and payable for such services prior to effective date of termination.
25. Miscellaneous Provisions: The parties agree as follows:
    1. This Agreement contains the entire agreement and understanding of the parties hereto and supersedes all prior representations, understandings, representations, or agreements of the parties with respect to the subject contained herein.
    2. This Agreement shall not be amended, modified, terminated or discharged in whole or in part, except by an instrument in writing duly executed by INTREPID and Customer, or their respective heirs and assigns.
    3. The Parties to this Agreement are independent contractors and nothing in this Agreement shall be construed to create a partnership, agency, or joint venture between the parties.
    4. This MSA shall be governed by the laws of the State of Texas without regard to choice of law principles.
    5. The failure of either party to enforce any provision hereof shall not constitute the permanent waiver of such provision.
    6. No rule of construction requiring interpretation against the draftsman hereof shall apply in the interpretation of this MSA.
    7. This MSA may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same MSA.