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Terms and Conditions
<br /> 1.Term.Customer hereby orders the Local Exchange,Interexchange and miscellaneous services incident thereto as described herein(collectively,the
<br /> "Services")for the term selected by Customer on Page 1 of this Agreement(the"Term"),effective as of the date the Services are installed or first
<br /> provided(the"Effective Date").Upon expiration of the Term,the usage rates and monthly recurring charges applicable to a Term other than
<br /> Month-to-Month will revert to Call One's prevailing month-to-month rates unless Customer has(1)entered into a successor agreement or(2)canceled
<br /> the Service,in each case effective as of the expiration of the Term.
<br /> 2.Rates.(a)Unless otherwise specified on Page 1 of this Agreement,Call One's prevailing month-to-month rates for lines,features,other monthly
<br /> recurring charges and non-recurring charges(e.g.,installation,service establishment and/or other non-recurring charges)will apply to the Services.By
<br /> executing this Agreement,Customer acknowledges that it has received notice of and is aware of the rates and other charges that apply to the Services
<br /> that are not specifically identified on Page 1 of this Agreement.If there is any change to Call One's prevailing rates or charges that apply to the
<br /> Services,Customer will be notified in its monthly invoice or in the applicable state tariff,effective as stated therein.If Customer has elected a Term
<br /> other than Month-to-Month,the usage rates and monthly recurring charges(each expressed as a rate or as a discount off Call One's prevailing
<br /> month-to-month rates)identified on Page 1 of this Agreement will apply to the Services during the Term.(b)Call One shall also bill Customer as a
<br /> separate line item all applicable federal,state and other governmental fees,surcharges and taxes.(c)Call One may,at its sole discretion,increase the
<br /> rates for Band C,1+long distance or inbound 800/888 toll-free Services,if and to the extent the charge from the local exchange carrier to terminate the
<br /> outbound calls or to originate the inbound calls exceeds twenty-five percent of the rate for that Service,and that Service will be provided on a
<br /> month-to-month term.
<br /> 3.Authorization.Customer authorizes Call One to act as its agent for purposes of obtaining information on Customer's existing telecommunications and
<br /> related service(s)and to submit orders to reflect the Services ordered under this Agreement for the specific Billing Telephone Numbers(BTN)and/or
<br /> physical locations listed below and included in any supplement to this Agreement.This grant of agency shall remain in effect until revoked by Customer.
<br /> 4.Existing Commitments.(a)If Customer has an existing term commitment contract with another service provider(a'Third Party Commitment"),
<br /> Customer acknowledges that it shall remain obligated under the terms of such Third Party Commitment and shall be solely responsible for any
<br /> penalties,fees or charges by virtue of that Third Party Commitment.(b)If,as part of Call One's provision of Services,Customer terminates a Third
<br /> Party Commitment(s),Customer agrees that it is solely responsible for the fees associated with such termination.Further,no discount is provided for
<br /> the related services unless and until Customer has agreed to terminate the Third Party Commitment(s)as provided above or the Third Party
<br /> Commitment(s)has expired and Customer has entered a new agreement directly with Call One.
<br /> 5.Early Termination/Cancellation.Customer shall be required to provide Call One a minimum of 30 days notice in writing of any termination/cancellation
<br /> of Service(s).(a)If Customer terminates the Service in whole or in part prior to the expiration of the Term,Customer will be liable for an early
<br /> termination charge equal to the Term Savings Recovery.As used herein,'Term Savings Recovery"is the total usage and monthly recurring charge
<br /> discount received by the Customer calculated as follows:(A)the difference between the total usage charges billed to Customer at the discounted rates
<br /> Customer received for the Term selected in this Agreement and the total usage charges that would have been billed to Customer at the Call One tariff
<br /> month-to-month usage rates in effect as of the Effective Date;and(B)the difference between the discounted monthly recurring charges Customer
<br /> received for the Term selected in this Agreement and the Call One tariff non-discounted monthly recurring charges in effect as of the Effective Date
<br /> times the number of months Service was provided.In addition,Customer shall also be liable for any installation and/or other non-recurring charges that
<br /> were waived.(b)If Customer cancels Service before the Service is established,Customer shall be liable to Call One for all reasonable expenses
<br /> incurred by Call One to process the order for Service.
<br /> 6.Inside Wiring.The applicable rates for inside wiring provided directly by Call One to Customer are specified on the technical-charges page of the Call
<br /> One website at www.callone.com.Inside wiring provided by a third party vendor will be billed at their applicable rates and charges.In addition,any
<br /> installation charges identified on Page 1 of this Agreement applies to the initial Service installation and does not include inside materials and wiring.
<br /> 7.Liability.The entire liability of Call One,if any,for damages to Customer or to any third party whether in negligence,tort,contract or otherwise,which
<br /> may arise from Call One's performance or non-performance of the Services is limited to an amount equal to a prorated adjustment of applicable monthly
<br /> recurring charges for the Services affected or any portion thereof.The foregoing limitation of liability includes any mistakes,omissions,interruptions,
<br /> delays,errors or defects in transmission occurring in the course of installing and/or furnishing the Service.
<br /> 8.Applicability of Tariffs.This Agreement orders Services at rates provided herein and subject to the terms and conditions set forth in Call One's
<br /> then-applicable state tariff,which tariff is incorporated by reference.State tariffs are available through the regulatory page of the Call One web site
<br /> currently at www.callone.com.Customer acknowledges all services purchased pursuant to this agreement are for business purposes.
<br /> 9.Assignment.Customer may not assign this Agreement(by operation of law or otherwise)without the prior written consent of Call One,which consent
<br /> will not be unreasonably withheld or delayed.Any prohibited assignment shall be void ab initio.
<br /> 10.Entire Agreement.Signed facsimile or scanned copies of this Agreement will legally bind the parties to the same extent as originally executed
<br /> documents.The terms contained in this Agreement and any documents attached and referenced herein constitute the entire agreement between the
<br /> parties with respect to the subject matter hereof.
<br /> 11.Jurisdiction/Collection Costs.Any action or proceeding arising out of or related to this Agreement,the Tariffs or Services may be commenced in
<br /> any state or Federal court of competent jurisdiction in the State of Illinois.The Parties submit and expressly consent to the jurisdiction of such court and
<br /> expressly waive any right to a trial by jury.Call One shall be entitled to recover from Customer all reasonable collection costs,including attorneys fees.
<br /> Customer initials
<br /> Call One initials
<br /> United Communication Systems,Inc. C)
<br /> 123 N Wacker Drive 7th Floor-Chicago,IL 60606-Telephone 312-681-8300-Fax 312-681-8301 4
<br /> W
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