CTI SUPPORT PLANS STANDARD TERMS & CONDITIONS (5-JG-LIC9) Consolidated Technologies, Inc. (“CTI”) and you, the Customer, agree that the following terms and conditions will apply to enhanced warranty, post-warranty services and related services (“Services”) listed on the front of this Agreement. This Agreement may contain additional pages and covers Products and Services for use only in the United States and purchased from CTI or an authorized CTI reseller, except as provided herein. 1. CONTRACT PERIOD — This Agreement shall be effective when signed by you and accepted in writing by an authorized agent of CTI (“Reseller”) until terminated as set forth in Section 8 of this Agreement. Enhanced warranty services will be coterminous with the applicable product warranty period. Post-warranty services will be for an initial term as specified on the reverse hereof, (one (1) year minimum). Post-warranty service shall be automatically renewed for successive one (1) year terms at the charges and under the terms and conditions applicable to CTI’s standard one (1) year service agreement at the time of renewal, unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term.  CTI can also notify you ninety (90) days in advance of the time of renewal that Service for specific Products covered under this Agreement will not be renewed. 2. CUSTOMER RESPONSIBILITIES — You agree to (i) provide the proper environment, electrical and telecommunications connections, (ii) provide access and work space, and (iii) maintain a procedure external to the software program(s) and host computer for reconstruction of loss or altered files, data or programs.  You are responsible for notifying CTI of the presence of any hazardous material (e.g., asbestos) on your premises prior to the commencement of any Services. You are also responsible for removal of any such hazardous material or correction of any hazardous condition that affects CTI’s performance of Services. Services will be delayed until you remove or correct the hazardous condition; CTI shall not be liable to you as a result of such delays.  Customer agrees that if remote access to system was granted at time of installation or commencement of support agreement it will remain available for the duration of the support agreement.  If changes to remote access are made by customer including, but not limited to, new dial in access numbers, IP addresses, security procedures, or hardware, customer agrees to notify CTI of such changes and customer understands that failure to do so may hinder CTI’s ability to provide timely service under the support agreement.  3. WARRANTY — A. When a post-warranty service agreement exists, CTI warrants that during the warranty period the Products will operate in accordance with CTI's standard specifications or documentation accompanying the Product (“Documentation”). If a Product does not operate in accordance with the Documentation during the warranty period, you must promptly notify CTI. CTI, at its option, will either repair or replace that Product without charge. You have the right, as your exclusive remedy, to return that Product for a refund of the purchase price or license fee if CTI is unable to repair or replace the Product.  A pending or active CTI post-warranty service agreement is a prerequisite for this warranty coverage. B. The warranty period shall begin on the Delivery Date for Customer-installed Products.  CTI's standard warranty period will apply if none is specified. 4.  WARRANTY & POST-WARRANTY SERVICE – A.  CTI will provide Services during the Contract Period in accordance with CTI's standard specifications subject to the exclusions set forth in this Section 4. B.  Post-warranty service includes preventive maintenance as deemed appropriate by CTI and remedial maintenance, including replacement parts required for Products used under normal operating conditions. C.   If you subsequently purchase products (“Added Products”) from CTI or a third party and co-locate those products with the existing ones, those Added Products will be automatically added to this Agreement.  Added Products purchased from a party other than CTI are subject to certification by CTI at CTI’s then current rates for such certification; post-warranty service coverage will be effective immediately after CTI certifies the Added Products. Charges for Added Products will be at the then current rate and coverage will be coterminous with the coverage for the existing Products. D.  PURCHASED OR REPLACEMENT PARTS AND PRODUCTS MAY BE NEW, REMANUFACTURED OR REFURBISHED. Any removed parts and/or Products will become the property of CTI. E.     CTI may, at its discretion, electronically monitor your system for the sole purpose of collecting and recording the configuration of and the number and kinds of products in your system.  Such monitoring will serve two principal purposes:  (1) the information will permit more accurate remote diagnostics and correcting actions; and (2) the information will be used once a year, before the renewal date of any Service Agreement, or the annual anniversary date of a multi-year Agreement, to determine applicable charges.  Products identified in the annual data collection will be treated as Added Products under Section 4.C.  You will cooperate with CTI in such data collection, including making remote access available to CTI for this purpose. 5. WARRANTY/POST-WARRANTY SERVICE EXCLUSIONS — A. EXCEPT AS STATED IN SECTION 5, CTI, ITS SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B. The warranty provided in Section 3 and post-warranty service do not cover repair for damages, or malfunctions, or performance characteristics caused by: (1) use of non-CTI furnished equipment, software, or facilities with the Product(s); (2) your failure to follow CTI’s installation, operation or maintenance instructions, including your failure to permit CTI timely remote access to your Product(s); (3) failure or malfunction of equipment, software, or facilities not serviced by CTI; (4) actions of non-CTI personnel; or (5) force majeure conditions as stated in Section 10. CTI does not warrant uninterrupted or error free operation of the Product(s). In addition, CTI is not obligated to provide warranty or post-warranty service if you modify the Product(s). If you request, CTI will perform repair or other services not covered by this Agreement to your CTI Product(s) at CTI’s standard rates for such service. C. Although Products are designed to be reasonably secure, CTI makes no express or implied warranty that Products are immune from or prevent fraudulent intrusion, unauthorized use or disclosure or loss of proprietary information.  Certain features, if purchased, such as Password Reset, Conference Mailbox, Skip Password and Monitor Mailbox, when enabled, could be improperly used in violation of privacy laws.  By ordering Products with these features or separately ordering such features, you assume all responsibility for assuring their proper and lawful use.  D.  You agree to notify CTI prior to moving a Product. Additional charges may apply if CTI incurs additional costs in providing warranty or post-warranty services as a result of a move of a Product. E. If the Product supports Telephony over Transmission Control Protocol/Internet Protocol (TCP/IP) facilities, you may experience certain compromises in performance, reliability and security, even when the Product performs as warranted. These compromises may become more acute if you fail to follow CTI’s recommendations for configuration, operation and use of the Product. YOU ACKNOWLEDGE THAT YOU ARE AWARE OF THESE RISKS AND THAT YOU HAVE DETERMINED THEY ARE ACCEPTABLE FOR YOUR APPLICATION OF THE PRODUCT. YOU ALSO ACKNOWLEDGE THAT, UNLESS EXPRESSLY PROVIDED IN ANOTHER AGREEMENT, YOU ARE SOLELY RESPONSIBLE FOR (1) ENSURING THAT YOUR NETWORKS AND SYSTEMS ARE ADEQUATELY SECURED AGAINST UNAUTHORIZED INTRUSION, AND (2) BACKING UP YOUR DATA AND FILES. 6. PRICE AND PAYMENT — A. You agree to pay the charges set forth in the Agreement to the invoicing party.  Payment of invoices is due within thirty (30) days from the invoice date. You will pay the full amount due on the invoice notwithstanding restrictive endorsements or other statements on or accompanying accepted checks.  Delinquent payments on any undisputed balance are subject to a late payment charge of the lower of one and one half percent (1.5%) per month or portion thereof, or the maximum amount allowed by law. You agree to reimburse CTI for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments. B. You agree to pay taxes, however designated (excluding taxes on CTI’s net income) imposed or based upon the provision of Services unless a tax exemption certificate is provided. C. You agree that all billing and invoices shall be sent to the address provided on the face of this agreement.  Customer's billing address can only be changed by Customer upon a duly executed writing by Customer requesting a change of billing address. 7. EXCLUSIVE REMEDIES & LIMITATIONS OF LIABILITY — A. THE ENTIRE LIABILITY OF CTI AND ITS SUBSIDIARIES, AFFILIATES AND SUBCONTRACTORS, (AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND SUPPLIERS OF ALL OF THEM) AND YOUR EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE, OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF ANY WORK OR SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE: (1) FOR FAILURE OF PRODUCTS DURING THE WARRANTY PERIOD, THE REMEDIES STATED IN SECTION 3; (2) FOR CTI’S FAILURE TO PERFORM ANY  MATERIAL TERM OF THIS AGREEMENT (E.G., CTI’S POST-WARRANTY SERVICE OBLIGATIONS), YOUR SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT WITHOUT INCURRING CANCELLATION CHARGES IF CTI FAILS TO CORRECT SUCH FAILURE WITHIN THIRTY (30) DAYS OF RECEIPT OF YOUR WRITTEN NOTICE, NOTWITHSTANDING SUCH TERMINATION,  YOU SHALL BE OBLIGATED TO PAY FOR ANY PERFORMANCE BY CTI RENDERED PRIOR TO TERMINATION; (3) FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR FOR BODILY INJURY OR DEATH TO ANY PERSON FOR WHICH CTI’S SOLE NEGLIGENCE WAS THE PROXIMATE CAUSE, YOUR RIGHT TO PROVEN  DAMAGES TO PROPERTY OR PERSON; AND 4) FOR CLAIMS OTHER THAN SET FORTH ABOVE, CTI’S  LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE PRICE OF SERVICE GIVING RISE TO THE LIABILITY OR $100,000, WHICHEVER IS LESS. B. EXCEPT TO THE EXTENT PROVIDED IN SUBSECTION 7.A.(3), CTI SHALL NOT BE LIABLE FOR THE FOLLOWING TYPES OF DAMAGES; (1) INDIRECT OR INCIDENTAL DAMAGES, (2) SPECIAL OR  CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, LOST, CORRUPTED, MISDIRECTED OR MISAPPROPRIATED DATA OR MESSAGES; AND CHARGES FOR COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO PRODUCTS (“TOLL FRAUD”). CTI SHALL NOT BE LIABLE FOR THE TYPES OF DAMAGES ENUMERATED ABOVE WHETHER OR NOT CTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PARAGRAPH SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY. 8. CANCELLATION/TERMINATION — A. Prior to the commencement of post-warranty service, you may cancel coverage and receive a full refund of any prepaid amount.  After commencement of any initial or renewal term of post-warranty service, you may terminate Service coverage upon thirty (30) days written notice.  If you provide notice of your intent to terminate during the first thirty (30) days of coverage, you will be only be responsible for the charges for the period of coverage up until the effective date of termination.  After the first thirty (30) days of coverage, you may provide notice to terminate the Agreement subject to a termination charge equal to the monthly charges for twelve (12) months or the period remaining, whichever is less.  For prepaid agreements, CTI will refund or credit the pro rata price of the remaining term less the applicable termination charge. B. If you fail to perform any material term or condition of this Agreement (e.g., fail to pay any charge when due) and such failure continues for thirty (30) days after receipt of written notice, you shall be in default and CTI may terminate this Agreement and exercise any available rights. Upon termination by CTI, you shall be liable for cancellation and/or termination charges and any other applicable charges. 9. DISPUTES — A. Any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, related directly or indirectly to this Agreement (“Dispute”) shall be resolved solely in accordance with the terms of this Section 9. B. If a Dispute arises, the parties will endeavor to resolve the dispute through good faith negotiation within forty-five (45) days of notification of the Dispute. If the Dispute cannot be settled through good faith negotiation, CTI and you will submit the Dispute to non-binding mediation conducted by the American Arbitration Association (“AAA”) or any other mutually acceptable alternate dispute resolution organization. Each party shall bear its own expenses but those related to the compensation of the mediator shall be borne equally.  The parties, their representatives, other participants and the mediator (and arbitrator, if any) shall hold the existence, content and result of mediation in confidence.  If the Dispute is not resolved through mediation, claims may be brought in a state or federal court of competent jurisdiction or resolved through binding arbitration.   This Agreement will be governed by and construed under the laws of the State of New York.  You consent and waive your objection to the non-exclusive personal jurisdiction of and venue in the New York state courts, and the United States District Court for the District of New York for all cases and controversies under this Agreement or between we and you. C. Any Dispute you have against CTI with respect to this Agreement must be brought in accordance with this Section 9 within two (2) years after the cause of action arises. 10. FORCE MAJEURE — CTI shall have no liability for delays, failure in performance or damages due to: fire, explosion, power failures, pest damage, lightning or power surges (except as provided in Section 4.F), strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, performance or availability of communications services or network facilities, unauthorized use of the Products, or other causes beyond CTI’s control whether or not similar to the foregoing. 11. ASSIGNMENT — Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, CTI may assign this Agreement to a present or future affiliate, subsidiary, successor or distributor or may assign its right to receive payment without your consent. 12. SUBCONTRACTING — CTI may subcontract work to be performed under this Agreement, but shall retain responsibility for the work. 13. GENERAL — A. Any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. B. If either party fails to enforce any right or remedy available under this Agreement, that failure shall not be construed as a waiver of any right or remedy with respect to any other breach or failure by the other party. C. You certify that the Services acquired hereunder are intended for your use in the ordinary course of your business and not for the purpose of resale. D. This Agreement shall be governed by the local laws (as opposed to the conflict of law provisions) of the State of New York. E. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS, COMMUNICATIONS BETWEEN THE PARTIES AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL.