TERMS AND CONDITIONS

These Terms and Conditions (this “Agreement”) apply to any services you receive from Consolidated Technologies, Inc. (CTI) or its representatives, affiliates, subsidiaries, successors, or assignees ("CTI"); are pursuant to your CTI Service Agreement(s); apply to each Service (whether offered on a stand-alone basis or in an integrated package); and shall take precedence in any conflict with your Service Agreement(s).

1. Payment Policy. You agree to pay all Service fees, incidental charges (including but not limited to charges associated with Installation, expedites, moves, adds, changes, deletions and cancellations), federal, state and local taxes, surcharges, and other charges incurred on or through your account, including charges specified on the Service Agreement and any equipment purchases made through your account. Billing for each Service provided by CTI shall commence upon the completion of Installation of such Service, which shall be defined as the date on which CTI tests and turns up such Service and notifies you that Service is available for use. CTI is not responsible for any delays that impede your ability to use the Installed Service, including but not limited to delays requested by you or caused by a third party or delays incurred as a result of problems connecting the Installed Service to your LAN, PBX, or other customer premises equipment (“CPE”) by you or a third party. Furthermore, CTI may charge additional fees for changes made by you to orders after the Service Agreement is signed by you, but before the Service is installed.

Initial charges from CTI for Services with recurring monthly fees will include any startup or Installation fees and shall be invoiced at the beginning of the first full month after this Agreement and the accompanying Service Agreement are signed. In the NY Metro area customer may be charged additional “demarc extension charges” levied directly by Verizon. All payments hereunder to CTI shall be due upon your receipt of CTI’s invoice. For your convenience, payment options include check, money order, or credit card (Visa, MasterCard, or American Express). There is a $50 charge per billing period for payment by check or money order. There is no charge for credit card payment. Interest charges will be added to any past due amounts at the lower of 1.5% per month or the maximum rate allowed by law, prorated for each day past 30 days that payment is due. Should you fail to keep your account balance current, CTI has the right to suspend your Service upon ten (10) days written notice (except as specified otherwise by FCC or state regulations, where applicable) and continue billing until sufficient payment has been received by CTI to bring current your account balance. If the Service is suspended due to your non-payment, it will not be restored until all charges (including any interest charges) and a minimum $100 per-Service Restoration Fee are paid in full. Should you fail to bring current your account balance within 10 days following suspension, CTI has the right to completely disconnect Service, reclaim all CTI-owned phone numbers, IP addresses, and hardware, and charge all applicable Early Termination fees specified in this Agreement or the Service Agreements. If Service is disconnected but can be restored, CTI will only do so at your request and after all charges (including any interest charges) and a minimum $500 per-Service Restoration Fee are paid in full.

CTI may use any reasonable collection methods (including but not limited to sending your account to a third party collections agency and/or submitting your company to a credit rating agency for notation on your credit profile) to obtain payment for outstanding balances. You agree to reimburse CTI for its costs (including but not limited to reasonable attorneys’ fees and/or collections agency fees associated with collecting delinquent or dishonored payments) and for additional fees assessed by CTI for any check returned for insufficient funds.

2. Credit Inquiries/Deposits. You authorize CTI to inquire into your credit history, including asking consumer reporting agencies or any other references for your credit information, and CTI reserves the right, at its sole discretion, to at any time, based on your credit worthiness, refuse you Service or require a non-interest bearing security deposit that will ultimately be refunded upon expiration or termination of the Service Agreement, assuming all amounts owed or due have been paid in full.

3. Billing Disputes. Notification from you of any dispute regarding your bill must be submitted to CTI’s Customer Care Center or Billing Department within 45 days of the invoice date and have a corresponding open trouble ticket (please retain trouble ticket number for verification), or you will be deemed to have waived any objection to such payment. Once such disputes are identified, CTI will research such disputes in a reasonable amount of time and will not hold you liable to the charges until CTI has reached a conclusion on the validity of the claims. However, regardless of any billing disputes, all non-disputed balances must be paid in full and in accordance with the Payment Policy.

4. Refund Policy. Any refunds issued by CTI to Customer will be issued as service credits.

5. Privacy. CTI does not rent, sell, or share personal information about you with other people or nonaffiliated companies. Customer agrees with CTI’s full Privacy Policy as posted at www.consoltech.com.

6. Access to Customer Premises and Equipment. With respect to any Installation, maintenance, or repair provided by CTI in connection with the Service, you
agree to provide CTI with all necessary access to your premises, internal wiring, CPE,
and other facilities and equipment and to allow CTI to perform such Installation,
maintenance and repair.

7. Term and Termination. For ongoing Services, the term specified on the applicable Service Agreement shall commence on the date of Installation. Notwithstanding the foregoing, this Agreement shall become effective on the date it is accepted by CTI and shall remain in effect for successive one-month periods until the end of the Term set forth in the Service Agreement for each of the Services. Unless a different term is specified, all ClearPath MVP and ClearPath PRI services shall carry a term of three years. Where a term longer than three years has been specified, and except as set forth in the Service Agreement or Schedules hereto, the initial Term will automatically renew for successive one (1) year periods, unless you notify CTI of your desire not to renew at least ninety (90) days prior to the expiration of the then-current Term. In the event of any disconnection by us for non-payment by you or if you terminate early, except in response to a material breach of this Agreement by CTI (before which CTI shall be given written notice and 30 days to cure), you will be obligated to pay the Early Termination Fee, which shall be calculated as the sum of (a) the number of months remaining in the then current term of the Service Agreement multiplied by the agreed-upon monthly recurring fees for fixed recurring charges, and (b) the number of months remaining in the then current term of the Service Agreement multiplied by the average monthly usage charges over the two most recent 30-day billing periods or minimum revenue commitment associated with the Service, whichever is greater, for usage-based charges. Any termination of Service or of this Agreement will result in all IP addresses and phone numbers assigned to you by CTI reverting back to CTI. In addition, all CTI property (including but not limited to CTI equipment, facilities, and software) shall be returned to CTI. CTI reserves the right to terminate this Agreement (or restrict or suspend Service) in the event you violate this Agreement. During the term of this Agreement, CTI reserves the right to modify its pricing as set forth in the Service Agreement or elsewhere upon 30 days written notice. In the event of a customer move within the term of this agreement you agree to pay any underlying carrier charges associated with the physical relocation of the circuit in the abscence of early termination.

8. Acceptable Use. You agree not to use or allow the use of the Service to in any way transmit or post material that, as CTI determines in its sole discretion: (a) is prohibited by any law or regulation, or facilitates or encourages the violation of any law or regulation; (b) disrupts third parties' use or enjoyment of any services; (c) invades the privacy of third parties, or violates the intellectual property rights or other rights of CTI or any third party; (d) is abusive, profane, libelous, slanderous, obscene, threatening, misleading, harassing, discriminatory, or otherwise harmful or objectionable; (e) causes the transmission or propagation of any virus, worm or other harmful or disruptive component; (f) violates or tampers with the security of any computer equipment, network, or program; (g) constitutes, facilitates, or encourages unsolicited commercial email or “spam”; (h) violates any other use requirement of which CTI may notify you from time to time or that is contained in any acceptable use policy posted on CTI’s website. This Agreement together with the actual removal of material or denial of access to material by CTI is deemed notice to you within the meaning of the Digital millennium Copyright Act. YOU REPRESENT AND COVENANT THAT ANY CURRENT OR PLANNED WEBSITE CTI OR ITS PARTNERS WILL BE HOSTING ON YOUR BEHALF (THE “HOSTED WEBSITE”) DOES NOT AND WILL NOT VIOLATE THE AFOREMENTIONED ACCEPTABLE USE POLICY. IF YOU VIOLATE THESE POLICIES, CTI RESERVES THE RIGHT TO IMMEDIATELY SUSPEND OR DISCONNECT SERVICE AND CHARGE ALL APPLICABLE TERMINATION FEES.

9. Capacity Limitations/Per Minute Usage Allocation. Your Service may have certain storage space and bandwidth utilization limitations. You agree that CTI may measure your storage space and bandwidth usage and in other ways enforce such limitations without further notice including a refusal to store incoming email or further download or upload traffic. CTI provides 1000 minutes of combined local/long distance usage which is dynamically allocated to all users. For usage in excess of this allocation a charge of $.027/minute would apply.

10. Protection of Systems or Business. You agree that CTI may also monitor use of the Service and disclose such use or other information related to your account as CTI reasonably feels is necessary to maintain, repair, and protect its systems or business. In addition, although CTI does not systematically monitor the content on the Hosted Website, CTI reserves the right to require content that CTI determines in its sole discretion violates its acceptable use policy (as set forth in Section 6) be promptly removed and, if it is not, to suspend or terminate the Service without further notice.

11. Unauthorized and Authorized Third Party Use. You are responsible for ensuring the confidentiality of any password you obtain from CTI and for the consequences of any unauthorized use of your Service. If you have reason to believe that your account with CTI is no longer secure, you must promptly notify your CTI Customer Service Representative. You shall also be responsible for ensuring compliance with any Service obligations or restrictions under this Agreement by any customers of yours or other third parties authorized by you to use your account, including but not limited to being fully liable to CTI for any charges incurred as a result of such usage.

12. Customer Provided Equipment- You are responsible for the maintenance of any equipment provided by you (not supplied or sold by CTI) that is utilized as part of the ClearPath solution. If customer provided equipment is found to be the cause of a service issue, then customer is responsible for labor associated with diagnosis.

13. General and Specific Disclaimer of Warranties; Limitation of Liability; and Remedies. YOU EXPRESSLY AGREE THAT THE SERVICES, INCLUDING ANY ASSOCIATED INSTALLATION, MAINTENANCE, OR REPAIR AND ANY ASSOCIATED EQUIPMENT, SOFTWARE, OR CONTENT, IS PROVIDED TO YOU ON AN "AS IS," “AS AVAILABLE” BASIS WITHOUT WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED.

14. ClearPath MVP Guarantee: If you are not satisfied with your ClearPath MVP solution, CTI will replace it with an Avaya premise based solution at no additional charge. Guarantee good for 90 days from 1st day of service. Monthly cost guarantee based on 60 month FMV lease and assumes lease credit approval. Network facility from CTI must remain in place for lease term. The ClearPath guarantee applies only to ClearPath MVP installations where a ClearPath ePRI is utilized for transport.