ALWAYS OPEN BUSINESS SOLUTIONS We answer every opportunity

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1 ALWAYS OPEN BUSINESS SOLUTIONS We answer every opportunity Standard ASK Telemarketing Inc. Terms and Conditions Powered by ASK TELEMARKETING Inc. Agreement Customer hereby agrees to i) all the rates, terms and conditions of the Agreement for Service signed by the Customer, including standard Terms and Conditions incorporated therein (the Agreement ); ii) the rates, terms and Conditions of the state and federal and/or iii) the rates, terms and conditions that appear on ASK TELEMARKETING Inc. website ( in each case as the Same exist or may be modified in the future by ASK TELEMARKETING Inc., including limitations on ASK TELEMARKETING Inc. liabilities. The Service is intended only for the use of Customer, its authorized agents and employees, and may not be resold without the prior written consent of ASK TELEMARKETING Inc... Initial Term and Renewal Term (together Term ) the initial term of a Service provided under the Agreement ( Initial Term ) shall commence on the following date, as applicable: (i) for phone services, the date of Customer s first usage; (ii) for all other services, the date the Service first becomes available to Customer; or (iii) if Customer purchases more than one service, the date the final Service becomes available to Customer. Customer agrees to an Initial Term of (month to month), one (1), two (2) or three (3) year(s), as indicated on the Agreement. Upon expiration of the Initial Term (if one year or longer), the Agreement shall automatically renew on the same terms and conditions (including, without limitation, the rates) for successive one (1) year terms (each one (1) year term, a Renewal Term ) unless either party notifies the other of its intention to terminate the Agreement at the end of the Initial Term or Renewal Term, as the case may be, which such notice (the Notice ) shall be in writing and provided to the other party at least thirty (60) days prior to expiration of the Initial Term or the Renewal Term, as the case may be. In the event of such Notice, the Agreement shall terminate upon the expiration of the Initial Term or Renewal Term, as the case may be. Customer shall notify ASK TELEMARKETING Inc. in writing if the Customer contact person is changed. ASK TELEMARKETING Inc. reserves the right to reject any Customer termination request received from any person other than the designated Customer contact person. Our Best Guarantee If Customer is not satisfied with any Service provided by ASK TELEMARKETING Inc. under the Agreement, Customer shall provide written notice specifying the performance deficiency in the Service and allow ASK TELEMARKETING Inc. twenty (20) business days ( Notice Period ) to bring the deficient performance to customarily acceptable industry performance standards ( Cure ), or if not capable of Cure within such notice period, make reasonable progress toward such Cure during the Notice Period. The written notice must cite this provision and reasonably detail the deficient performance. Should the parties agree in writing that ASK TELEMARKETING Inc. failed to Cure or make progress toward such Cure within the Notice Period, ASK TELEMARKETING Inc. will terminate the

2 applicable Service upon request of Customer received by ASK TELEMARKETING Inc. at least thirty (30) days prior to the termination becoming effective and Customer shall be responsible for paying all accrued charges for any Service used by Customer through the date of termination. Termination and Service Performance Notices Any Customer notice of termination of the Agreement or any Service hereunder, or notice of deficient performance under the Our Best Guarantee provision, must be submitted by mail, registered, or certified mail, return receipt requested to Customer Care Center, Attn: ASK TELEMARKETING Inc Carmichael Road Montgomery, Al , or by with confirmed receipt by ASK TELEMARKETING Inc., or by facsimile transmission, with confirmed receipt by ASK TELEMARKETING Inc., to Any Termination notice must be received by ASK TELEMARKETING Inc. at least thirty (30) days prior to the termination becoming effective. Discontinuance Charge If Customer terminates the Agreement after execution by Customer and before the expiration date of the Initial Term or Renewal Term, as applicable, even if prior to commencement of Service, Customer shall incur a Discontinuance Charge calculated as the sum of the following: (i)the Annual Usage Commitment (defined below) amount, if applicable, remaining unpaid for the remainder of the Initial Term or Renewal Term, as applicable; (ii) for all other Services, the total of all unpaid monthly recurring charges that could be charged under the Agreement for the remainder of the initial Term or Renewal Term, as applicable; (iii) any waived installation charges; (iv) the cost of any Incentives (defined below); and (v) any miscellaneous charges incurred for dedicated access, including but not limited to engineering fees, expedite fees, carrier and local exchange service order fees, change order charges, miscellaneous configuration charges, etc. ( Dedicated Access Fees ). Because damages resulting from early termination would be difficult to determine, the parties agree that the Discontinuance Charge is a reasonable approximation of such damage and shall be considered a liquidated damage and not a penalty. Use of Service. Customer may not resell any Service without ASK TELEMARKET Inc. consent or use, or attempt to use, any Service for any fraudulent, unlawful, improper, harassing, excessive, harmful, or abusive purpose ("Improper Uses"), or so as to adversely or negatively impact ASK TELEMARKET Inc. customers, employees, business, ability to provide quality service, reputation, or network, or any other person. ASK TELEMARKETING Inc. may determine on a case by case basis what constitutes Improper Uses. Improper Uses may include, without limitation: (a) using an automatic dialer or program; (b) sending unsolicited messages or calls; (c) attempting to interfere with the access of any user, host, or network; (d) identity theft; (e) attempting to decipher, decompile, or reverse engineer any software; (f) posting or transmitting unlawful, infringing, or objectionable content as determined by us; (g) Caller ID spoofing; (h) probing, or attempting to tamper with or harm ASK TELEMARKET Inc. systems, network, or customers; or (i) reselling or attempting to resell any aspect of the Service, whether for profit or otherwise. Customer shall indemnify and hold ASK TELEMARKETING Inc. harmless for any costs incurred by ASK TELEMARKETING Inc. relating to such Improper Uses. If ASK TELEMARKETING Inc. suspects a

3 violation of this provision, ASK TELEMARKETING Inc. may: (i) begin legal action; (ii) suspend or terminate Service immediately and without prior notice; (iii) suspend or terminate service provided to Customer under any other agreement with us; and (iv) cooperate with law enforcement in prosecuting offenders. Customer agrees to cooperate with ASK TELEMARKETING Inc. in investigating suspected violations. ASK TELEMARKETING Inc. may terminate Customer s Service or change Customer s rate plan at any time, with notice, if ASK TELEMARKETING Inc. determines, in ASK TELEMARKET s sole discretion, that Customer s use of the Service is excessive, unusually burdensome, or unprofitable to ASK TELEMARKETING Inc. Incentives Incentive(s) include, but are not limited to, free or discounted services under a term discount, waiver of any fees(i.e., installation charges, loop charges), waived rental or other charges for the use of equipment, etc. If Customer cancels any Service provided under an Incentive in full or in part, then Customer shall pay any fees Customer would have incurred without the Incentive. Likewise, Customer shall pay the then current rate for any equipment received under an Incentive (i.e., data CPE: multiplexers, CSU/DSU, routers, etc.) and/or, at ASK TELEMARKET s discretion, allow ASK TELEMARKETING Inc. to retrieve the equipment from the customer site. Taxes and other Fees In addition to the charges for Customer s Services, Customer is responsible for all federal, state and local sales, use and excise taxes and any new or increased fees, assessments, taxes or other charges for the Services, including any Universal Service Fund charges that may apply. Customer is responsible for collect calls, mobile usage and any other charges that may be billed to Customer after Customer s Service end date. Customer is also responsible for any charges from third parties that arise when Customer uses Customer s phone number as a billing mechanism for third party services (such as 900 or other information charges). Should Customer request any third party services, Customer agrees that ASK TELEMARKETING Inc. may release Customer s name and billing information to that third party so that it can bill Customer directly for those services. Shared Tenant Service Provider Agreement If Customer intends to resell or rebill ASK TELEMARKETING Inc. Services, Customer hereby certifies that it has all necessary state, federal, legal and regulatory authority to resell or rebill any telecommunication services to its tenants or customers. In no event will ASK TELEMARKETING Inc. directly bill any tenant or other customer of Customer. If Customer is found to be in violation of any federal, state or local law or regulation for reselling or rebilling telecommunications services, Customer shall indemnify ASK TELEMARKETING Inc. for any related claims by any third party against ASK TELEMARKETING Inc., including attorneys fees and costs. All such indemnity obligations of Customer shall survive termination or expiration of the Agreement. Default Should Customer fail to pay any invoiced item within thirty (30) days of the date of invoice, ASK TELEMARKETING Inc. reserves the right to cease providing the Service invoiced until such time as the invoice is paid. Such interruption of Service shall not be a breach of the Agreement, and shall not afford Customer any relief outlined in the Agreement or any other document. If, after ten (10) days and written notice to Customer, the invoice shall remain unpaid, ASK TELEMARKETING Inc., at its election, may declare Customer in default. If Customer defaults, all amounts remaining to be paid under the Term of the Agreement shall immediately become due and payable, including the Discontinuance Charge. The

4 remedies contained in this paragraph are cumulative and in addition to all other rights and remedies available to ASK TELEMARKETING Inc. under the Agreement, by operation of law or otherwise.. Incorrect Charges If Customer believes an invoice contains an incorrect charge, Customer has sixty (60) days from the date of the first invoice that contains the charge to notify ASK TELEMARKETING Inc. or Customer waives any right to dispute the charge. To notify ASK TELEMARKETING Inc., please contact the Customer Care Center at xxx xxxx, or in writing to Customer Care Center, Attn: Accounting 5815 Carmichael Road, Montgomery, Alabama, 36117; or by with confirmed receipt by ASK TELEMARKETING Inc., to or by facsimile transmission, with confirmed receipt by ASK TELEMARKETING Inc., to ASK TELEMARKETING Inc. may require Customer to describe the dispute in writing. Any written communications concerning charges must be sent to above address. If Customer accepts a credit to resolve an issue, Customer agrees the issue is fully resolved. If Customer Care does not resolve Customer s dispute and Customer still wishes to pursue the matter, Customer must follow the dispute resolution process described in the Arbitration section. Arbitration Any dispute, controversy or claim arising out of, connected with or relating to the Agreement, its performance or the breach thereof which cannot be settled by mutual agreement of the Parties shall be resolved by final and binding arbitration by a panel of one (1) arbitrator in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect with such arbitration to be conducted in Montgomery, Alabama. Following notice of a Party s election to require arbitration, each Party will within thirty (30) days select one arbitrator, and those two arbitrators will within thirty (30) days thereafter select a third arbitrator who will conduct the arbitration. If the two arbitrators are unable to agree on a third arbitrator within thirty (30) days, the AAA will within thirty (30) days thereafter select such third arbitrator. Discovery as permitted by the Federal Rules of Civil Procedure then in effect will be allowed to the extent consistent with the purpose of the arbitration and as allowed by the arbitrators. Judgment upon the award rendered in any arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an enforcement, as the law of the state having jurisdiction may require or allow. The fact that arbitration is or may be allowed will not impair the exercise of any termination rights under the Agreement. The Parties agree that this arbitration provision has been included to rapidly and inexpensively resolve any disputes between them with respect to the Agreement, and that this provision shall be grounds for dismissal of any court action commenced by either Party with respect to the Agreement, other than (i) actions to compel a Party to comply with these dispute resolution procedures; (ii) actions specified in this provision; (iii) post arbitration actions seeking to enforce an arbitration award; (iv) a dispute, controversy or claim relating to a breach or alleged breach on the part of either Party regarding confidential information; (v) a suit, action or proceeding to compel a Party to comply with its obligations to indemnify the other party pursuant to the Agreement; or (vi) a suit, action or proceeding arising out of or related to any Party s intellectual property rights. The Parties shall keep confidential, and shall not disclose to any person, except as may be required by law, the existence of any controversy hereunder, the referral of any such controversy to arbitration or the status or resolution thereof. The procedures specified in this provision shall be the

5 sole and exclusive procedures for the resolution of an arbitrative dispute; provided, however, that a Party, without prejudice to these procedures, may file a complaint or seek a temporary restraining order, preliminary injunction, or other provisional judicial relief, if in its sole judgment such action is necessary to avoid irreparable damage or to preserve the status quo. Customer indemnifies ASK TELEMARKETING Inc. for any costs associated with Customer s violation of this Arbitration provision. General Customer acknowledges that it has not been induced to enter into the Agreement by any representation or warranty not set forth in the Agreement. The Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications between them concerning its subject matter. Except as provided above and for modifications to the Service verbally requested by Customer on the day of installation which ASK TELEMARKETING Inc. is hereby authorized to accept, the Agreement shall not be modified in any way except by a writing subscribed to by both parties. The Agreement is not assignable by Customer except with ASK TELEMARKET Inc express written consent, without which, any such assignment or attempted assignment shall be void. If any provisions of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The headings in the Agreement are intended for convenience of reference and shall not affect its interpretation. The waiver or failure of ASK TELEMARKETING Inc. to exercise in any respect any right provided for in the Agreement shall not be deemed a waiver of that right or any other right under the Agreement. The individual executing the Agreement on behalf of Customer hereby represents and warrants that he or she is duly authorized by all necessary action to execute the Agreement on behalf of Customer. All notices to ASK TELEMARKETING Inc. shall be in writing and shall be delivered or sent by registered mail, return receipt requested, to ASK TELEMARKETING Inc Carmicheal Road Montgomery Alabama or to such other address as ASK TELEMARKETING Inc. shall specify by notice given pursuant hereto; PROVIDED THAT ALL COMMUNICATIONS CONCERNING DISPUTED DEBTS, INCLUDING INSTRUMENTS TENDERED AS FULL SATISFACTION OF SUCH DEBTS, MUST BE DELIVERED OR SENT BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO ATTN: 5815 Carmicheal Road Montgomery Alabama 36117Assistant President. Customer may be charged additional fees for payments made by means other than by check. ASK TELEMARKETING Inc. shall not be liable or deemed to be in default for any delay or failure to perform under the Agreement or for interruption of service resulting directly or indirectly, from Acts of God or any other cause beyond ASK TELEMARKET s reasonable control ( Force Majeure ). EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER ASK TELEMARKETING Inc. NOR ANY SERVICE, OR SOFTWARE PROVIDER TO ASK TELEMARKETING WILL BE LIABLE FOR ANY LOST OR ANTICIPATORY PROFITS OR REVENUES, OR SPECIAL OR PUNITIVE DAMAGES, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY OTHER PARTY, EVEN IF ASK TELEMARKETING Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. IN NO EVENT SHALL DELTACOM BE LIABLE FOR DAMAGES GREATER THAN THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO DELTACOM DURING THE THREE (3) MONTHS

6 IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. In any action for injunctive relief or to collect any debt, each party consents to the exclusive jurisdiction of the state and federal courts having jurisdiction in the county of Customer s Service Address. This Agreement will be governed by and interpreted in accordance with the laws of the State of Alabama, without regard to conflict of laws principles. Customer authorizes ASK TELEMARKETING Inc. to conduct an investigation of Customer s credit history for the purpose of determining Customer s creditworthiness of payment for the Service(s) and options. Customer agrees to pay all costs, including a reasonable attorney s fee, incurred by ASK TELEMARKETING Inc. in collecting amounts due or otherwise enforcing its rights under the Agreement whether incurred by suit or otherwise. Only an authorized officer of ASK TELEMARKETING Inc. may agree to modifications to the terms and conditions of the Agreement. The Agreement may only be executed by an ASK TELEMARKETING Inc. Branch Manager or other authorized ASK TELEMARKETING Inc. management person, and is subject to final credit approval. Commitment. ASK TELEMARKETING Inc. will conduct a review of the Customer s account upon request to determine total eligible charges attributable to the Volume Level Commitment. In the event Customer s Usage in any month is less than the Volume Level Commitment, ASK TELEMARKETING Inc. shall determine if Customer has earned any excess Usage in any previous months of the Agreement and whether the excess usage will cover Customer s failure to achieve the current Volume Level Commitment. If Customer has a sufficient amount of excess usage, ASK TELEMARKETING Inc. will apply such excess usage to Customer s current Volume Level Commitment and Customer shall not incur any Shortfall Charges. In the event Customer fails to achieve its specified Volume Level Commitment and there are insufficient Usage amounts, Customer will incur a Shortfall Charge.

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