Service Terms

This Commercial Services Agreement (the "Agreement") includes these paragraphs, the language on the Service Order, and Exhibit 1 (collectively, the "Service Terms"); the terms and conditions set forth at www.bluestreamconnect.com/serviceterms and any other terms and conditions applicable to the Services set forth above. BlueStream Connect, Inc. (“BlueStream Connect” or “the Company”) shall provide, and Customer shall pay for, the Service indicated on the above Service Order in accordance with the following Terms and Conditions:

1. EFFECTIVE DATE and TERMS. This Agreement shall become effective on the date that the Customer’s signed Service Order is accepted by BlueStream Connect. Unless otherwise agreed to in writing by BlueStream Connect, all Service shall be provided for a Minimum Service Term of 36 months. Such Term shall commence on the date upon which the Service is made available for use by Customer, and shall continue until the expiration of the Term or until this Agreement is otherwise terminated as set forth herein, whichever comes first. At expiration of the initial Term, the rates, charges, terms and conditions in effect at the end of the expiring Term will automatically renew on a year to year basis. Discontinuance will require the Customer to submit written notice to the billing department via email to billing@bluestreamconnect.com or mail 30 days prior to the renewal term.

2. BILLING and PAYMENT TERMS. The fees for Service are as set forth on the included Service Order and Agreement. All usage based calls are rated individually and rounded to the nearest penny, with a minimum charge of one cent ($0.01). Customer shall also be responsible for payment of any applicable local, state or federal taxes, fees and government-imposed charges or surcharges which may include Universal Service Fund, 911 and TRS assessments, PICC fees and payphone compensation charges, among others Unless otherwise specified, Services are provided and invoices are issued on a monthly basis for actual usage of Service in addition to monthly recurring charges. In the case of a partial month’s service, the initial invoice shall include any prorated charges for the initial month. Any set-up, installation or equipment charges shall be paid in advance at the time of or delivery of equipment or service. In the event of any dispute regarding a billing invoice, Customer shall notify BlueStream Connect in writing within fifteen (15) calendar days of the invoice date. Thereafter, said invoice shall be deemed to be correct and binding. Payment is due on the date set forth in the invoice as the Due Date, and if no such date is identified then no later than 30 days from the date of the invoice. Any amount not paid within thirty days after the invoice date shall bear interest commencing on the invoice date and continuing through the date payment is received, at a rate equal to the lesser of 1.5% per month or the highest rate permitted by law. In addition, invoices not paid by the sixtieth (60th) day from the invoice date will not be eligible for any quoted volume or term discounts. Customer is responsible for paying the entire amount billed on the invoice, including reasonable disputed charges, whether or not documented in writing to BlueStream Connect. Any dispute resolved in Customer’s favor shall be credited on Customer’s next invoice. Customer shall not seek legal or equitable remedies, including without limitation, injunctive relief, which would require BlueStream Connect to continue providing Service to Customer. Customers with Toll-Free numbers may be charged a $25 fee per change on each Toll-Free number. Customer will be charged a fee of 5% of the Monthly Recurring Charges (MRC) plus $.50 per telephone number associated with the account for reactivation of any service due to non-payment. Accounts that are 60 days past due will be deactivated and sent to collections and consequently, the Customer will forfeit all telephone numbers associated with the account.

3. SERVICE and RATES. Initial rates for the Service plan are set forth in this Service Order and Agreement or in any separate pricing forms furnished to Customer. Except where otherwise required by applicable law or the provisions of this Agreement applicable to Term plans, BlueStream Connect may revise the rates for Service from time to time, without prior notice, to reflect changes in regulatory-imposed fees, the cost to provide service, service charges and tariffs or otherwise. BlueStream Connect reserves the right to move Customer to a different Service or rate plan if usage or other criteria are not met for the plan to which Customer has subscribed or in which Customer currently is enrolled.

4. LIMITATION of LIABILITY; CUSTOMER RESPONSIBILITY.

a. BlueStream Connect may discontinue the furnishing of any and/or all Service(s) to a Customer, without incurring any liability, immediately and without notice if BlueStream Connect deems, in its discretion, that such action is necessary to prevent or to protect against fraud, tricks, tampering, schemes, false or invalid numbers, false credit devices, electronic devices, or any other fraudulent means or devices or to otherwise protect its personnel, agents, facilities or services or to protect against actual or potential adverse financial effect. Customer agrees that BlueStream Connect, its directors, officers, employees and agents shall not be liable for any loss or damage sustained by Customer, its interconnecting carriers, its customers or its end users, among other individuals and entities, due to any failure in or breakdown of the communication facilities associated with providing the Services, for any delay, interruption or degradation of the Services, whatsoever shall be the cause of duration thereof, or for any other cause or claim whatsoever. Customer shall remain solely responsible for any and all charges and damages arising out of any conduct described in this Section, and shall indemnify BlueStream Connect, and hold and save BlueStream Connect harmless, for and from any and all such charges and damages.

b. Customer acknowledges that BlueStream Connect is not liable to Customer or to any Distributors or Agents who sell BlueStream Connect Service, unless expressly approved by an officer of BlueStream Connect in writing and contained in a document provided by BlueStream Connect to Customer. Customer recognizes the complex nature of communications technology. BlueStream Connect shall not be responsible for any hardware/software including, but not limited to, PBX and PBX programming, CSU, DSU, channel bank, routers or any other Customer-premises equipment required for any service provided by BlueStream Connect that was not specifically sold and installed by BlueStream Connect. Except as specifically set forth herein or in any attachment or addendum, the Service and related software and/or equipment provided by BlueStream Connect, if any, are provided on an “as is” and “as available” basis.

BLUESTREAM CONNECT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Under no circumstances shall BlueStream Connect have any liability for:

(a) any act or omission of any connecting carrier or any underlying carrier or local exchange company whose services are resold by BlueStream Connect, or another third-party provider of connections, equipment, facilities or service to Customer or BlueStream Connect;

(b) an act or omission of Customer, its agents, servants, employees, invitees, licensees, or guests, or

(c) any failure of equipment, facilities or connections provided by or to the Customer. Neither shall BlueStream Connect have any liability for mistakes, omissions, interruptions, errors, delays, defects in transmission or failure to transmit, when caused by acts of God, fire or other natural disaster, war, riots, labor disturbances, cable cuts, government authorities or any other causes beyond BlueStream Connect’s control. BlueStream Connect disclaims any warranties of non-infringement with respect to the products or services and none of the Company or any Company affiliate shall have any duty to defend, indemnify or hold Customer harmless from and against any or all damages or costs incurred by Customer arising from the infringement of patent or trademarks or violation of copyrights by any of the products.

IN NO EVENT SHALL BLUESTREAM CONNECT, ITS AFFILIATES OR ITS CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST REVENUE, PROFIT, CUSTOMERS, LOSS OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, CUSTOMER’S TIME, INJURY TO PROPERTY OR ANY DAMAGES OR SUMS PAID BY CUSTOMER TO THIRD PARTIES, EVEN IF THE COMPANY OR ANY OF THE COMPANY AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLUESTREAM CONNECT SHALL ALSO NOT BE LIABLE FOR LOSS OF GOODWILL OR DATA ARISING FROM OR RELATED TO THE SERVICE, INCLUDING ERRORS, MISTAKES, OMISSIONS, INTERRUPTIONS OR DELAYS BY BLUESTREAM CONNECT, ITS PROVIDERS, AGENTS, SERVANTS OR EMPLOYEES IN THE COURSE OF ESTABLISHING, FURNISHING, REARRANGING, MOVING, BILLING, TERMINATING OR CHANGING REGULATED OR NON-REGULATED SERVICES OR FACILITIES AS CONTEMPLATED HEREIN. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER A CLAIM IS ASSERTED FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER A CLAIM IS ASSERTED IN CONTRACT, TORT OR STRICT PRODUCT LIABILITY, IRRESPECTIVE OF WHETHER BLUESTREAM CONNECT HAS ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. UNDER NO CIRCUMSTANCES SHALL BLUESTREAM CONNECT’s LIABILITY TO CUSTOMER HEREUNDER EXCEED THE LESSER OF CUSTOMER’S ACTUAL DAMAGES OR THE AVERAGE MONTHLY RECURRING CHARGE PAID BY CUSTOMER FOR THE PARTICULAR SERVICE TO WHICH THE CLAIM PERTAINS (THE “AFFECTED SERVICE”), CALCULATED FROM COMMENCEMENT OF THE AFFECTED SERVICE TO THE DATE A CLAIM IS MADE. CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.

Customer represents and warrants that this is a commercial and business transaction and not a consumer transaction. c. Customer shall be solely responsible for security over its account, trunk, network, facilities and equipment, and for all costs and procedures associated therewith, and will take all steps necessary to prevent and avoid fraud of any kind, including but not limited to subscription fraud, cloning or network fraud, and employee or third party theft. Under no circumstances shall Customer withhold payment due to BlueStream Connect on the basis that fraudulent calls comprised a portion of its traffic volume.

5. EQUIPMENT. The parties agree that any and all BlueStream Connect equipment deployed to the above properties will remain the property of BlueStream Connect. Customer shall not, and shall not permit others to, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any equipment without the prior written consent of BlueStream Connect. The equipment shall not be used for any purpose other than that for which BlueStream Connect provides it. Customer agrees (which Agreement shall survive the expiration or termination of this Agreement) to allow BlueStream Connect full and complete access to remove its equipment from the property. BlueStream Connect may arrange to ship products or equipment to Customer. Title and risk of loss pass to Customer when BlueStream Connect’s designated shipper delivers products to the address Customer specifies. Customer must notify BlueStream Connect of damaged or missing items from Customer’s order within three (3) days after Customer receives Customer’s product.

6. SERVICE MINIMUM. As certain considerations and discounts were extended based on the Service Term, as indicated on this Service Order and Agreement, Customer must maintain minimum service quantities such that the service MRC is not less than 75% of that initially contracted for.

7. TERMINATION. In the event of Customer’s early termination of this Agreement prior to the expiration of any fixed Term, Customer shall pay BlueStream Connect all charges for service provided through the effective date of such termination, plus 75% of the balance of the Term’s MRCs. It is agreed that BlueStream Connect’s damages, if Service were terminated prior to the expiration of the Agreement Term, would be difficult or impossible to ascertain. Accordingly, the terms of this Paragraph are intended as liquidated damages and not as a penalty in the event of early termination. Termination of Service shall not relieve Customer of its obligation to pay all fees for Service accrued and owing up to and including the date of termination or any other amount payable to BlueStream Connect.

8. CANCELLATION. BlueStream Connect may discontinue Service or cancel an application for service, without incurring any liability, for any of the following reasons:

(a) non-payment when due of any sum payable to BlueStream Connect for service;

(b) violation of any law, rule or regulation of any governing authority having jurisdiction over the service;

(d) in the event service charges exceed the amount of any deposit which BlueStream Connect may have required or any established credit limit;

(e) if Customer provides false or misleading credit information;

(f) if, in the sole discretion of BlueStream Connect, Customers financial condition has deteriorated or if Customer is involved in any bankruptcy or similar proceeding;

(g) in the event of any violation giving rise to a right of termination as set forth in BlueStream Connect’s applicable tariffs;

(h) fraudulent use of the Service; or

(i) any default under this Agreement including, but not limited to, violation of BlueStream Connect’s Acceptable Use Policy (“AUP”) (available on BlueStream Connect’s Website www.BlueStreamConnect.com/pdfs/BlueStreamConnect_aup.pdf or from the Customer Service Department), as applicable. This paragraph shall not operate to limit or waive any other rights BlueStream Connect may have. 9. 911/E911. By entering into this contract, Customer represents, warrants and agrees that it has read, understood and accepted, and that it will abide by, (1) the AUP generally, and (2) the 911 / E911 Notification set forth in the AUP specifically. A copy of that Notification may also be included with the Welcome Letter Customer receives upon ordering the Service. The terms of the AUP are incorporated by reference as if fully written herein. In the event of any discrepancy between the AUP and this Service Order with respect to 911 / E911, the terms of the AUP shall govern. YOU MUST READ AND UNDERSTAND THE LIMITATIONS OF 911 / E911 SERVICE DESCRIBED IN THE AFORESAID DOCUMENTS.

10. MISCELLANEOUS. Choice of Law/Disputes. This Agreement shall be governed by and construed in accordance with the substantive and procedural laws and practices of the State of Oklahoma, without giving effect to conflicts of law. Any action commenced hereunder, or relating to any relationship between the parties, shall be brought exclusively in a court of competent jurisdiction in the State of Oklahoma. If a dispute arises and BlueStream Connect refers this Agreement to an attorney for collection, Customer shall pay all costs of investigation, enforcement and collection, including interest, court costs, fees and attorney’s fees. Notwithstanding the cancellation or natural expiration of the Term of this Agreement, and to the fullest extent permitted by law, if Customer has accumulated unpaid charges, BlueStream Connect may refuse any request for release or other transfer of Local and Toll-Free numbers to a third party, and may reject any request for change in Toll-Free service to another carrier, including a change request from a Responsible Organization, without liability to BlueStream Connect, until such charges are paid in full to the date of termination of service. BlueStream Connect reserves the right to re-assign any terminated Toll-Free number(s).

11. WAIVER OF TRIAL BY JURY. The Parties hereto hereby knowingly, irrevocably, voluntarily and intentionally waive any rights to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement or arising out of, under, or in connection with this Agreement or any document or instrument executed in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or action of any Party hereto. This provision is a material inducement for BlueStream Connect and Customer entering into the subject transaction.

12. NON-WAIVER. No provision of this Agreement shall be deemed waived, amended or modified by BlueStream Connect unless such waiver, amendment or modification is in writing, signed by BlueStream Connect.

13. AUTHORITY. Each party represents that it has the full right, power and authority to enter into this Agreement and to perform all of the obligations on its part contemplated herein. Notices. Except where otherwise stated herein, any notice required or permitted to be given under this Agreement shall be in writing and shall be sent to the Customer at the mailing or e-mail address supplied on page 1 of this Service Order and Agreement, and to BlueStream Connect at PO Box 12493 Oklahoma City, OK 73157 Attention: Chief Executive Officer. Either party may, at any time, notify the other of a change of address for notices, by giving written notice in accordance with this Paragraph.

14. VARIANCES. The Terms and Conditions of this Agreement shall prevail notwithstanding any variance with the Terms and Conditions of any order submitted by Customer or the terms of any other Agreement between Customer and BlueStream Connect.

15. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

16. ASSISTANCE. If necessary, and if requested by Customer, BlueStream Connect will provide commercially reasonable assistance to Customer in obtaining necessary facilities from the local telephone company through which Customer may use BlueStream Connect service. Customer is responsible for such activity and is liable for any and all charges incurred therefore. Customer agrees to execute any additional documents necessary for the enforcement or operation of this Agreement.

17. CONSTRUCTION. The parties acknowledge that they have reviewed, and/or had the opportunity to review, the Agreement with counsel, and have had all of its terms explained to them to their full and complete understanding and satisfaction. They further acknowledge that this Agreement is the joint work product of the parties. Accordingly, in the event of ambiguities in this Agreement, no inferences shall be drawn against either party on the basis of authorship of this Agreement.

18. HEADINGS. The headings in this Agreement are for convenience of reference and shall not affect its construction or interpretation.

19. VERIFICATION and CREDIT APPROVAL. Customer shall provide BlueStream Connect with credit information as requested. BlueStream Connect reserves the right to withhold initiation or implementation of Service under this Agreement pending credit review. BlueStream Connect may require Customer to make a deposit at any time as a condition to acceptance of any Service Order submitted by Customer or as a condition to continuation of Service. Such deposit shall be held by BlueStream Connect as security for payment of charges, and BlueStream Connect may draw upon such deposit without any notice to Customer immediately when such account becomes past due. At such time as the provision of Service to Customer is terminated, the amount of any unapplied deposit shall be credited to the Customer’s account and any credit balance which may remain, shall be refunded without interest thereon. In the event Customer’s order is provisioned prior to completion of verification and credit check, said provisioning shall be deemed conditional and may be canceled immediately in the event of an unsatisfactory credit report or failure on the part of Customer to provide a required deposit.

20. NO ASSIGNMENT; ENTIRE AGREEMENT. Customer may not assign this Agreement or resell, sublicense or transfer any interest in the Service without BlueStream Connect’s prior written consent, which may be withheld in its sole discretion. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective affiliates, successors and permitted assigns. This Agreement, together with any attachments and the AUP, constitute the entire Agreement and understanding between Customer and BlueStream Connect as to the subject matter hereof, and any prior or contemporaneous oral or written understandings, representations, promises or Agreements, and any of those subsequent to this Agreement that do not properly amend it in accordance with the amendment provisions herein, are void and of no force and effect. Customer may amend this Agreement only by a writing signed by BlueStream Connect. This Agreement may be supplemented or amended by BlueStream Connect at any time and effective immediately upon notice to Customer, either by mail, e-mail or publication on BlueStream Connect’s website (www.BlueStream Connect.com). Customer is expected to review, understand and comply with all such terms, and is deemed to have done so upon notice being provided.

21. LETTER OF AGENCY (LOA). I, (Customer), hereby appoint BlueStream Connect to act as my agent in order to effectuate the collection of account information and/or carry out the change(s) authorized on my behalf. I hereby authorize the change of my communications company(s) from that/those which I am currently using to BlueStream Connect for the purpose of ordering and/or maintaining communications services, including, but not limited to, Local Services, Long Distance Services, Private Line Services, and Number Portability.