ETC TechSolutions, LLC (“ETC”) General Terms and Conditions Amended and Restated effective January 27, 2017

1. PURCHASES; ACCEPTANCE. The terms and conditions set forth herein (“Terms and Conditions”) will govern the purchase of goods, services, and other products by the customer (“Customer”) from ETC TechSolutions, LLC (“ETC”) and collectively with Customer (“Parties”) as provided in any purchase order, change order, payment authorization form or other document describing the same (collectively hereinafter defined as the “Agreement”). Customer has read and understands these Terms and Conditions and agrees that Customer has accepted any and all terms and conditions contained herein or an attachment hereto. No course or dealing between Customer or ETC, no custom or usage in the trade, shall be relevant to supplement or explain any additional or inconsistent manner, any term or condition herein.

2. SCOPE OF WORK. ETC agrees to sell, and the Customer agrees to purchase, the products/goods (the “Products”) and/or the services (the “Services”), and/or utilize ETC's Storage Devices, Routers, Switches or other items installed for the purposes of ETC providing the customer Services under the Agreement ("ETC Equipment") as set forth in the Agreement between the Parties. Customer understands and agrees that certain Products and/or Services may not be available in all ETC service areas and that ETC may, at "ETC" sole discretion, utilize one or more of its affiliates or third- parties to deliver the Services ("Third Party Services"). The Third Party Services may be subject to additional terms and conditions. Unless otherwise set forth, ETC shall use commercially reasonable efforts to provide the Products and/or Services during its normal business hours, excluding holidays, required repair and events beyond ETC's reasonable control.

After entering into an Agreement, Customer shall request Services by issuing to ETC one or more proposed service work order(s) in the form provided or via an electronic order entry system determined at the sole discretion of ETC. Upon ETC's acceptance of a proposed service order, such proposed service order shall be deemed a "Service Ticket" hereunder and shall incorporate the Terms and Conditions herein. A proposed service order shall be deemed accepted upon the earlier of (a) ETC's acceptance of such proposed service order in writing; or (b) ETC's commencement of delivery of the Products and/or Services set forth in such proposed service order.

3. SERVICE & EQUIPMENT INSTALLATION. Customer shall obtain and maintain, or ensure that each Customer employee or branch office which uses the Products and/or Services (the "End User(s)") shall obtain and maintain throughout the Term of the Agreement, such consents (including without limitation landlord and land owner consents) as are necessary to timely permit ETC personnel to install, deliver, operate, maintain, and provide the Products and/or Services at any necessary Customer or End User's facility at which the Product and/or Services will be located and/or provided (the "Facility") consistent with the Agreement. Customer shall permit ETC reasonable access to the Facility at any time as needed to install, configure, upgrade, maintain or remove the Products, ETC Equipment and/or other Service components thereof located at the Facility. Customer shall make and maintain throughout the Term of this Agreement all reasonable site preparations necessary to permit the installation, maintenance and operation of the Service and any ETC Equipment as specified by ETC and that is required to provide the Services. Customer shall provide ETC with floor space, rack space, other space and clean power for the installation and operation of ETC Equipment at the Facility identified in the Agreements. Customer shall be solely responsible for any fees or expenses whatsoever in connection with Customer's provision of space, power or access as described in these Terms and Conditions, or otherwise in connection with Customer's performance of its obligations pursuant to this Section 3. ETC shall use commercially reasonable efforts to install the Products and/or provide the Services in accordance with the Agreement. ETC shall provide Customer with a completion notice ("Completion Notice") upon completion of the installation of Products and/or provide the Services provided to the Customer. In the event that ETC is unable to install the Products and/or provide the Services in accordance with the Agreement as a result of
(a) Customer's or End User's failure to deliver any required materials, support or information to ETC; or
(b) ETC not being able to obtain access to equipment or software at the installation location as necessary for installation of the Products and/or Service, then Customer shall pay ETC the standard installation fees as identified on the Agreement hereto for any installation trip made by ETC and an additional installation fees for each subsequent trip necessitated to perform the installation or perform the Services.

4. DELIVERY OF PRODUCTS. Delivery of the Products shall be F.O.B. shipping point at ETC's designated facility unless otherwise set forth in the Agreement, and Customer shall be responsible for goods lost, damaged or delayed in transit, as well as all delivery and transit costs and expenses unless otherwise provided under the Agreements. The risk of damage or loss for whatever reason shall be upon Customer, and Customer assumes any and all liabilities, expenses and obligations regarding transportation, insurance, or any damage or loss to the products in transit. ETC will use reasonable efforts to deliver on or prior to the dates identified in the Agreement, but ETC makes no representation or guarantee that such delivery dates will be satisfied. ETC shall not be responsible for any failure or delay in performance of any of its obligations, including, but not limited to delivery within stated delivery dates.

5. CUSTOMER SUPPORT. ETC shall provide to Customer a telephone number and email address for all inquiries and remote problem support for the Service ("Support Inquiries"). All such Support Inquiries shall be provided only to the Point of Contact. Customer shall make readily available to ETC a primary and secondary contact ("Point of Contact") who shall be authorized to act on Customer's behalf on all matters related to this Agreement. The Point of Contact must be authorized to use Customer's hardware, software, and network, and to make decisions regarding the Products and Services provided by ETC under the Agreement. Unless approval by ETC, the Point of Contact shall be at the Facility during the performance any work under the Agreements, if such work is performed on site. The Customer is responsible for all communications and interfaces with its End Users.

6. CUSTOMER EQUIPMENT SERVICE AND MAINTENANCE. ETC shall use commercially reasonable efforts to service and maintain Customer owned equipment ("Customer Equipment"), if provided under the Agreement. Unless otherwise agreed to by the Parties, in no event shall ETC be responsible for providing support or maintenance for any network, software or equipment not included in the Agreement or for issues or problems beyond its control, including but not limited to software, hardware, or other equipment modified or installed by Customer or third-party without the notice and consent of ETC. ETC shall not be liable for any amounts related to damages, defects, repairs, or other expenses resulting in ETC use of the Customer Equipment to provide Services under the Agreement.

7. ETC EQUIPMENT SERVICE AND MAINTENANCE. ETC shall use commercially reasonable efforts to service and maintain ETC owned equipment ("ETC Equipment"), as provided under the Agreement. Unless otherwise agreed to by the Parties, Customer shall be liable for maintenance, damages, defects, repairs, or other expenses necessary resulting from the Customer's or End Users' negligent or reckless use of the ETC Equipment or for the Customer's or End Users' use of the ETC Equipment for purposes other than provided by the Agreement and Customer, upon termination of the Agreement, shall return to ETC the ETC Equipment in the same condition as received with reasonable wear and tear accepted.

8. COMPLIANCE WITH LAWS. The Customer hereby covenants and agrees that it shall strictly comply with any and all federal, state, and local laws, rules, regulations, and ordinances. ETC shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to ETC's operation and provision of the Services as contemplated in the Agreement. Customer shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Customer's use of the Services as contemplated in the Agreement. Unless specified otherwise in the Agreement, each Party shall give all notices, pay all fees and comply with all laws, ordinances, rules and regulations relating to its performance obligations specified in the Agreement.

9. CUSTOMER OBLIGATIONS.

9.1 Customer shall not resell or redistribute the Products and/or Services, or any portion thereof, or make any use of the Products and/or Services or ETC Equipment other than for Customer's internal business purposes, unless otherwise agreed to in writing by ETC. Customer shall ensure that its End Users' use of the Products and/or Services or ETC Equipment, if any, shall comply with all applicable laws and regulations and terms of the Agreement. ETC, without notice, may audit Customer's use of the Products or Services, remotely or otherwise, to ensure Customer's compliance with the Agreement and this Terms and Conditions

9.2 Customer shall ensure that all ETC Equipment at Customer's and Customer's End Users' facilities remains free and clear of all liens and encumbrances, and Customer shall be responsible for loss of this Agreement, or damage to the ETC Equipment while at Customer's or an End User's facilities. Consistent with Section 7 of this Agreement, Customer is responsible for ensuring that any Customer equipment used in connection with the Agreement and is protected from fraudulent or unauthorized access. Customer is responsible for all access to and use of the Products, Services and ETC Equipment (whether or not such use is fraudulent or unauthorized) and for the payment of all charges incurred on Customer's account, including any charges resulting from fraudulent or unauthorized access to any Customer Equipment or ETC Equipment until such time as Customer informs ETC of such fraudulent or unauthorized access. In addition, Customer is also responsible for: (a) all content that is viewed, stored or transmitted via the Services; (b) all third-party charges incurred for merchandise and services accessed via the Services, if any. Customer shall conform its equipment and software, and ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by ETC; and (c) the Customer's failure to inform ETC of additional End Users or Devices with access or use of the Products, Services, or ETC Equipment.

10. TERM. The Agreement shall commence on the earlier to occur of (a) the date of the last signature on the Agreement (the "Effective Date") or (b) ETC's commencement of delivery of the Products and/or Services set forth in the Agreement ("Commencement Date"), and shall remain in effect for a period of 36 months unless otherwise specified in the Agreement (the "Initial Term"). Unless otherwise specified in the Agreement, the Agreement will automatically renew for a periods of one (1) year ("Renewal Term") unless either party provides the other party notice in writing ninety (90) days prior to the expiration of the Initial Term or current Renewal Term.

11. PAYMENT TERMS. The Customer will make payments as described in the Agreement executed by the Customer, including taxes and overages. If not provided in the Agreement, the Customer shall make all reoccurring monthly service charge payments ("Reoccurring Payments") on the first (1 st ) day of the month that the Products and/or Services are to be performed or received by Customer. Customer shall make full and complete payment for any initial ETC Equipment and Product purchases prior to ETC finalizing the order from ETC Equipment and Products providers. ETC shall have the right to increase fees for Services after the Initial Term for such Services or upon thirty (30) days written notice to Customer. ETC may charge a late fee in the amount greater of three percent (3%) of the Payment amount or thirty-five dollars ($35.00) per month. Customer will also be responsible for a transaction fee in the amount of thirty-five dollars ($35.00) for payments made via credit card for any invoice over the amount of $2,500.00. Customer shall also be responsible for all costs of collection (including reasonable attorneys' fees) to collect overdue amounts.

12. CHANGE ORDERS. No changes to the Agreement will be made unless evidenced by a written agreement accepted and agreed to by both parties hereto ("Change Orders"). Except for such Change Orders and ETC's modifications to the Term and Conditions, no oral, verbal, or written modifications, shall bind a party thereto.

13. TAXES. Customer shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions imposed on the Products and/or Services provided by ETC under the Agreement including but not limited to state and local sales and use taxes and/or state and local regulatory fees to the extent applicable. ETC shall have the right to recover from Customer, and Customer shall pay, the amount of any state or local fees, charges or taxes arising as a result of the Agreement that are imposed on ETC or ETC's Services, or measured on ETC's receipts, and any other costs or expenses that ETC is entitled under applicable law to pass through to or otherwise charge Customer for Customer's or End User's use or receipt of the Products and/or Services. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer's invoice. Customer shall provide ETC any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Products and/or Services are first provided under the Agreement. To the extent such documentation is held invalid for any reason, Customer shall reimburse ETC for any tax or fee liability including without limitation related interest and penalties arising from such invalid documentation.

14. INSURANCE. Customer will obtain insurance for all ETC Equipment installed for the purposes of ETC providing the Customer Products and/or Services under the Agreement. Customer agrees to insure ETC Equipment by completing the following: (a) insuring the ETC Equipment for amounts and coverage no less than the full replacement value of the ETC Equipment, (b) adding ETC as an additional insured or loss payee, and (c) providing ETC a Certificate of Insurance Coverage evidencing compliance with this Section 14 within thirty (30) days of the entering into the Agreement.

15. CONFIDENTIALITY. All materials including, but not limited to, any ETC Equipment (including related firmware), software, data and information provided by ETC, any identifiers or passwords used to access the Service or otherwise provided by ETC, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by ETC to provide the Service (collectively "ETC Materials") shall remain the sole and exclusive property of ETC or its suppliers. Nothing herein is intended to convey any right or ownership interest to Customer or any other person or entity in or to such ETC Materials. Customer shall acquire no interest in the ETC Materials by virtue of the payments provided for under the Agreement. Customer may use the ETC Materials solely for Customer's or End User's use of the Services during any applicable Term and the same may not be transferred by Customer to any other person, corporation or entity. Customer may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the ETC Materials, in whole or in part, or use them for the benefit of any third party. All rights in the ETC Materials not expressly granted to Customer in the Agreement are reserved to ETC. Customer shall not open, alter, misuse, tamper with or remove the ETC Equipment as and where installed by ETC, and shall not remove any markings or labels from the ETC Equipment indicating ETC (or its suppliers) ownership or serial numbers. Customer shall maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted in the Agreements, the ETC Materials and any other information and materials provided by ETC in connection with the Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the content of the Agreement. If software is provided to Customer under the Agreement, ETC grants Customer a limited, nonexclusive and non-transferable license to use such software, solely for the purpose of using the Service for Customer's internal business purposes during the Term. In the course of providing the Services, ETC may be exposed to certain proprietary or confidential information of the Customer concerning its business, employees, customers, plans, finances, technology or goods that is designated as confidential or due to its nature or the context of the access to or disclosure of the information confidential, including but not limited to information covered or defined under HIPAA and/or personally identifiable information(the "Confidential Information"). ETC agrees that it will not use the Confidential Information except as necessary to perform the Services. Unless provided under the Agreement, otherwise approved of by Customer in writing or pursuant to Section 25, ETC will not disclose the Confidential Information to any third party and will take every precaution to protect the confidentiality of the Confidential Information, using at least the reasonable measures as it does to protect its own most sensitive information.

16. DATA SECURITY. In addition, pursuant to applicable law, ETC agrees to use reasonable security measures with respect to ETC's use and storage of any personal information and Customer Confidential Information. Customer understands and agrees, however, that unless included within a written Agreement, ETC is not responsible for any data breach or intrusion into Customer's system. In the event that ETC discovers that any ETC computer system has been breached, ETC agrees to comply with applicable law but, unless applicable law specifically requires other notice, ETC's sole obligation shall be to give electronic notice to Customer of the system breach, providing information necessary for Customer to give notice to its affected customers, and to reasonably cooperate with Customer in providing notice required by applicable law. Customer acknowledges and agrees that use of any communications technology entails certain unavoidable risks, and that no technology is immune from attack. Accordingly, Customer shall indemnify, defend, and hold ETC harmless from and against any claim, cause of action, loss, expense, cost, or finder fee arising from or related to the unintentional or accidental disclosure, misuse, or erasure of any data, or any breach of security impacting or affecting the Products, Services and/or the data.

17. EXCUSABLE DELAYS. ETC shall not be liable for any damages suffered by Customer by reason of delays in delivery or performance, or for failure to deliver or perform, due to: (a) a cause beyond ETC's reasonable control; (b) an act of God, act of Customer, act of civil or military authority, Governmental priority, strike, or other labor disturbance, flood, epidemic, war, riot, delay in transportation or car shortage; (c) inability to obtain, beyond the reasonable control of ETC, necessary materials, components, equipment, or hardware necessary under the Agreement. Customer will notify ETC promptly of any delay excused by this article and will specify the revised delivery date as soon as practicable. In the event of any such delay, there will be no termination and the date of delivery or of performance shall be extended for a period equal to the time lost by reason of the delay

18. MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS. ETC has the right, but not the obligation, to upgrade, modify and enhance the ETC Equipment (including related firmware) and the Services and take any action that ETC deems appropriate to protect the Service and its facilities. ETC has the right to add to, modify or delete any provision of these Terms and Conditions. ETC shall notify Customer of any material adverse change to these Terms and Conditions or Service descriptions by posting such amended or modified Terms and Conditions on the ETC web site or by email. Upon the effectiveness of any addition, modification or deletion, Customer's continued use of the Products and/or Services shall constitute Customer's consent to such addition, modification or deletion, and agreement to continue to be bound by the Agreement. In any event, if ETC modifies Terms and Conditions and such modification has a material adverse impact on Customer's ability to use the Products and/or Services, Customer may, within the thirty (30) day period following the date of such modification, terminate, without penalty, the Agreement.

19. TERMINATION.

19.1 Either Party may terminate the Agreement upon the following: (a) upon thirty (30) days written notice to the other Party of the other Party's material breach of the Agreement, provided that such material breach is not cured within such thirty (30) day period; and (b) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors (a "Bankruptcy Event").

19.2 ETC may terminate an Agreement upon the following: (a) thirty (30) days written notice to Customer, in the event that Customer fails to comply with any applicable laws or regulations or the terms of the Agreement; (b) immediately if the Customer's or End User's use is determined by ETC, in its sole discretion, to be resulting in a material degradation of the ETC network, until such time as such degradation has been remedied; (c) thirty (30) days written notice to the Customer, in ETC's sole discretion; or (d) immediately, in the event that, after entering into such Agreement, ETC conducts a site survey and learns that the installation costs shall require a material increase in the Agreement. In the event of a suspension of Services, ETC may require the payment of reconnect or other charges before restarting the suspended Service.

19.3 Upon the termination or expiration of the Agreement: (a) ETC's obligations under the Agreement shall cease; (b) Customer shall promptly pay all amounts due and owing to ETC for Products and/or Services delivered prior to the date of termination or expiration, and any de-installation fees, if any; (c) Customer shall promptly cease all use of any software provided by ETC under the Agreement, and shall return such software to ETC; (d) Customer shall have the option to purchase the ETC Equipment at a price reasonably determined by ETC in its sole discretion; and (e) Except for the Customer's election to purchase the ETC Equipment under Section 19.3(d), Customer shall return to ETC or permit ETC to remove, in ETC's sole discretion, the ETC Equipment in the same condition as when received, ordinary wear and tear excepted. Customer shall reimburse ETC for the reasonable and documented costs of the repair or replacement, at ETC's sole discretion, of any ETC Equipment not returned or damaged in accordance with this Section 18.

19.4 Customer acknowledges that a termination of the Agreement will cause ETC to suffer damages which are difficult to determine and accurately specify. As such, Customer agrees that, notwithstanding anything to the contrary in the Agreement, in the event this Agreement terminates for any reason other than ETC's material breach, Bankruptcy Event impacting ETC or as permitted in Section 18.2(c), above, Customer shall, at ETC's sole discretion: (a) promptly pay ETC the full amount of the remaining reoccurring charges for the Initial Term or Renewal Term, whichever applicable, and the amount due and outstanding at the time of the termination; and (b) reimburse ETC for all volume, term or other discounts and credits provided in anticipation of full performance of Customer's obligations and any unpaid portion of the installation fee set forth in the applicable Agreement.

The provisions of sections 11, 13, 16-16, 20-23, 25, and 27-30 and the Attachments shall survive the termination or expiration of the Agreement.

20. INDEMNIFICATION. Customer shall indemnify and hold ETC, its officers, shareholders, employees, directors, representatives, agents, successors and assigns harmless against any and all losses, claims, damages, judgments, liabilities, or expenses, including, without limitation, reasonable attorney fees and expenses, incurred by ETC as a result of or arising out of (1) Customer's breach of these Terms and Conditions or any Agreement or Service Ticket with ETC; (2) the transportation, installation by Customer, improper storage, unauthorized service, alteration of the Products and/or Services sold to Customer in a manner inconsistent with its design; (3) any claim by any third party against ETC for any errors, omissions, defects, or any and all claims regarding the use and operation of the Products and/or Services sold to Customer; or (5) any act or omission of Customer or its agents, employees, representatives or subcontractors. Customer shall promptly notify ETC of any suit filed against it or its customers on account of any such indemnification obligation of Customer hereunder, and at ETC's option, Customer may assume the sole responsibility for the defence of such action at Customer's sole expense. ETC may be represented by their own counsel in any such suit at the expense of Customer, however, no settlement shall be entered into on behalf of ETC without ETC's prior consent in its sole discretion.

21. DISCLAIMER OF WARRANTY.CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK. ETC EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE, AND ETC EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, THE PRODUCTS AND/OR SERVICES, ETC EQUIPMENT AND ETC MATERIALS ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY ETC, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. ETC DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO 01598911-8 / 27958.00-0001CUSTOMER'S OR AN END USER'S COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM, CUSTOMER'S OR ITS END USERS' USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, CUSTOMER'S OR END USERS' SENDING OR RECEIVING, OR UPLOADING OR DOWNLOADING, OR ATTEMPTS TO DO SAME, OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT ETC'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THE AGREEMENT AND ETC DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.

22. LIMITATION OF LIABILITY.IN NO EVENT SHALL ETC BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS OR PROFITS, EVEN IF ETC IS ADVISED, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE LIABILITY OF ETC, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE SHALL NOT EXTEND BEYOND THE LIMITED WARRANTY DESCRIBED IN SECTION 20, AND ANY AND ALL DAMAGES IMPOSED UPON ETC UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT CUSTOMER HAS PAID TO ETC FOR THE PRODUCTS AND/OR SERVICESS SUBJECT TO A CLAIM BY CUSTOMER. FURTHERMORE, IN THE EVENT THAT ANY PRODUCTS AND/OR SERVICES SHALL BE MANUFACTURED, SOLD, OR PROVIDED BY ETC TO MEET CUSTOMER'S PARTICULAR SPECIFICATIONS OR REQUIREMENTS, ETC SHALL NOT BE LIABLE FOR ANY FAILURE TO MEET PARTICULAR SPECIFICATIONS OR REQUIREMENTS, OR ANY CLAIM FOR INFRINGEMENT OF ANY PATENT, ARISING FROM THE CUSTOMER'S PARTICULAR SPECIFICATIONS OR REQUIREMENTS FOR THE PRODUCT OR SERVICES. THE REMEDIES OF CUSTOMER SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REMEDIES.

23. INDEPENDENT CONTRACTOR. The Parties are independent contractors. No joint venture, partnership, employment, agency or similar arrangement is created between the Parties. Neither Party has the right or power to act for or on behalf of the other or to bind the other in any respect other than as expressly provided for in this Agreement. This Agreement is non-exclusive and ETC will have the right to engage others to provide services similar to or competitive with the Services for any other Customer. ETC is solely responsible for its overhead and the tools of the trade necessary to perform the Services. ETC is solely responsible for all compensation, benefits (including but not limited to vacation), workers' compensation insurance and contributions (such as for disability and unemployment), and all related taxes for all persons who perform the services.

24. ELECTRONIC SIGNATURES. By entering into the Agreement, the Parties are representing to the other that each can and will comply with the Ohio Uniform Electronic Transfer Act by retaining any and all electronic authorizations that are part of this transaction. Further, upon the request of either party for any part of the transaction or the entire transaction, the parties agree to provide original signatures, facsimile signatures, digitally scanned signatures and/or some other type of verifiable signature upon request.

25. DISCLOSURE OF CUSTOMER INFORMATION. Customer's privacy interests, including Customer's ability to limit disclosure of certain information to third parties, may be addressed by, among other laws, the Electronic Communications Privacy Act, and, to the extent applicable, state laws and regulations. In addition to the foregoing, Customer hereby acknowledges and agrees that ETC may disclose Customer's and its employees' personally identifiable information as required by law or regulation, or the American Registry for Internet Numbers ("ARIN") or any similar agency, or in accordance with ETC's Privacy Policy or, if applicable, tariff. In addition, ETC shall have the right (except where prohibited by law), but not the obligation, to disclose any information to protect its rights, property and/or operations, or where circumstances suggest that individual or public safety is in peril.

26. FORCE MAJEURE. Notwithstanding anything to the contrary in the Agreement, a Party shall have no liability to the other due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts, natural disaster, changes of laws or regulations or other acts of government, fire, civil disturbance, weather, or any unauthorized access to or destruction or modification of the Service, in whole or in part (each a "Force Majeure Event"). Notwithstanding anything to the contrary in the Agreement or this Terms and Conditions, Customer or ETC shall give to the other party written notice setting forth the cause and expected time of the delay or impossibility to perform, without penalty, if a Force Majeure Event continues for more than ten (10) consecutive days and prevents ETC or Customer from performing under the Agreement.

27. REGULATORY AND LEGAL CHANGES. In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any new application of or increase in any government or quasi-government-imposed fees or charges that increases the costs or other terms of ETC's delivery of Service to Customer to any facilities used by ETC in providing the Service, Customer acknowledges and agrees that ETC may pass through to Customer any such increased fees or costs, but only to the extent of the actual increase, provided ETC notifies Customer at least thirty (30) days in advance of the increase. In such case, and if such increase materially increases the fees or charges due by Customer under the Agreement for the applicable Products and/or Services, Customer may, within thirty (30) days after notification of such increase, terminate the affected Service without incurring termination liability, provided Customer notifies ETC at least sixty (60) days in advance of Customer's requested termination date. Further, in the event that ETC is required to file tariffs or rate schedules with a regulatory agency or otherwise publish its rates in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, and ETC is required under applicable law to apply those rates to Customer's purchase of Service under the Master Agreement, then the terms set forth in the applicable tariff or rate schedule shall govern ETC's delivery of, and Customer's use or consumption of the Service. In addition, if ETC determines that offering or providing the Service, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then ETC may terminate the Agreement without liability, by giving Customer thirty (30) days prior written notice or any such notice as is required by law or regulation applicable to such determination.

28. ENTIRE AGREEMENT. The Agreement, including without limitation all Attachments and this Terms and Conditions, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the Parties with respect to such subject matter.

29. ORDER OF PRECEDENCE. Each Service shall be provisioned pursuant to the terms and conditions of the Agreement. In the event that ETC permits a Customer to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the these Terms and Conditions hereof shall prevail notwithstanding any conflict with the terms and conditions of any purchase order submitted by Customer, and any different or additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of any Agreement are inconsistent with the terms of these Terms and Conditions, the terms of the Agreement shall control.

30. GOVERNING LAW; JURISDICTION; CLAIMS. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Ohio. Customer agrees it is subject to personal jurisdiction of the courts in Summit County, Ohio, and any dispute arising out of this Agreement requiring adjudication by a court of law shall be filed and heard in the venue of Summit County, Ohio.

31. SEVERABILITY; WAIVER. In the event that any portion of the Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth in the Agreement and the remainder of the Agreement shall remain in full force and effect. No waiver of any breach or default under the Agreements shall be deemed to be a waiver of any preceding or subsequent breach or default. To be legally binding on ETC, any waiver must be in writing.

32. ASSIGNMENT. Customer may not assign the Agreement without the prior written consent of ETC, and any assignment in violation of this Section shall be null and void. ETC may assign its rights and obligations under the Agreement including, without limitation, in whole or in part, to any affiliate without the prior written approval of or notice to Customer. Customer understands and agrees that, regardless of any such assignment, the rights and obligations of ETC in the Agreement may accrue to, or be fulfilled by, any affiliate, as well as by ETC and/or its subcontractors.

33. NO THIRD PARTY BENEFICIARIES; RELATIONSHIP OF THE PARTIES. There are no third party beneficiaries to the Agreement. The Parties to the Agreement are independent contractors as described in Section 23.

34. PUBLICITY. Customer may not issue a press release, public announcement or other public statements regarding the Agreement without ETC’s prior written consent.

35. NOTICES. Any notice under the Agreement shall be given in writing and shall be deemed to have been given when actually received by the other Party. Notices shall be delivered to ETC at the respective addresses set forth below, or to such other address as is provided by one Party to the other in writing or by emailing us at support@etctech.net. Notices to ETC shall include a cc to: ETC TechSolutions, LLC 3985 Eastern Rd Suite A, Norton, OH, 44203, Attn: Account Manager, Fax: (234) 200-0801. Notices to Customer shall be provided to the address Customer supplies ETC upon execution of the Agreement