Magnifi Broadband Digital Voice Agreement Terms & Conditions

These terms of service constitute the agreement (“agreement”) between Magnifi Broadband and the end user (“customer”) of digital voice telephony services (“Magnifi Broadband voice”) and any related products or services (“service”). Magnifi Broadband defines an end user as any person, whether authorized or unauthorized, using the service provided to customer. This agreement governs the service and by activating and using the service, customer acknowledges that he has read, understands, and agrees to, the terms and conditions of this agreement and become bound by its terms, and by any changes in terms, which are available at www.magnifi.net/legal.

1 SERVICE

1.1 Term – Service is offered on a monthly basis for a term which begins on the date that service is activated and ends on the last day of the Calendar month. Subsequent terms of this agreement automatically renew on a monthly basis without any further action unless written notification is provided to Magnifi Broadband of non-renewal at least ten (10) days before the end of the monthly term in which the notice is given.

Customer is purchasing the service for full monthly terms, meaning that if service is terminated prior to the end of a monthly term, customer is responsible for the full month’s charges through the end of the then-current term, including without limitation, unbilled charges, plus any applicable disconnect fee, all of which immediately become due and payable. Expiration of the term or termination of service does not excuse customer from paying all unpaid, accrued charges due in relation to the agreement.

1.2 Residential Use Of Service – As a subscriber to the Magnifi Broadband voice services, the service is provided for residential use, for personal, residential, non-business, and non-professional use. This means the service is not being used for any commercial or governmental activities, profit-making or non-profit, including but not limited to home office, business, sales, telecommuting, telemarketing (including without limitation charitable or political solicitation or polling), auto-dialing, continuous or extensive call forwarding, or any other activity that would be inconsistent with normal residential usage patterns. This also means customer may not resell or transfer the service to any other person for any purpose, or make any charge for the use of the service, without express written permission from Magnifi Broadband in advance. Customer agrees that use of the service, or the use of the service provided by any other person for any nonresidential purpose, as outlined above, will obligate customer to pay Magnifi Broadband’s higher rates for commercial service for all periods, including past periods, in which customer used the service for said nonresidential purposes. Magnifi Broadband reserves the right to immediately terminate or modify the service, if Magnifi Broadband determines, at its sole discretion, that customer’s service is being used for non-residential or commercial use.

1.3 Commercial Use Of Service – as a subscriber to commercial Magnifi Broadband voice services, the service is provided as a commercial user. This means customer may not resell or transfer the service to any other person for any purpose, without express written permission from Magnifi Broadband in advance. Customer agrees that Magnifi Broadband voice commercial plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, or telemarketing (including without limitation charitable or political solicitation or polling). Magnifi Broadband reserves the right to immediately terminate or modify the service, if Magnifi Broadband determines, at its sole discretion, that customer’s service is being used for any of the aforementioned activities.

1.4 Equipment: Customer Premises Access And Service – Magnifi Broadband voice service requires certain equipment be provided by customer such as a touch-tone telephone (rotary or pulse only telephones are not supported) and internal wiring in customer’s premises. The service also requires certain equipment such as external wiring and related electronic equipment. Magnifi Broadband uses and recommends specific brands of Digital telephony hardware. Should you choose to use different hardware, Magnifi Broadband cannot assure the quality of your digital voice service.

1.5 Lawful Use Of Service

1.5.1 Prohibited Uses – Customer agrees to use the service for lawful purposes only. This means you agree not to use them for transmitting or receiving any communication or material of any kind when, in Magnifi Broadband’s sole judgment, the transmission, receipt, or possession of such communication or material

(i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national, or international law or

(ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national, or international law. Magnifi Broadband reserves the right to terminate your service immediately and without advance notice if Magnifi Broadband, in its sole discretion, believes that you have violated the above restrictions, leaving you responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus any applicable disconnect fee, all of which immediately become due and payable. You are liable for any and all use of the service by yourself and by any person making use of the service provided to you and you agree to indemnify and hold harmless Magnifi Broadband against any and all liability for any such use. If Magnifi Broadband, in its sole discretion, believes that you have violated the above restrictions, Magnifi Broadband may forward the objectionable material, as well as your communications with Magnifi Broadband and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.

1.5.2 Use Of Service Outside The United States – Magnifi Broadband reserves the right to terminate your service immediately and without advance notice if it determines that you are using it outside the united states.

1.6 Non-Voice Communications Equipment – Home security systems, medical monitoring equipment, fax machines, credit card machines, analog modems, and other non-voice telephony equipment may not be compatible with the service. Customer acknowledges responsibility for contacting any applicable home security provider, medical monitoring provider, credit card processing provider, or any other telephony service provider to test the applicable system operation with the service. Customer is responsible for the cost of the testing. Customer acknowledges and agrees that use of the service is at customer’s own risk and waives any claim against Magnifi Broadband for interference or disruption of any system resulting from or arising in connection with the operation of the service.

1.7 Power Source And Battery Backup – Customer acknowledges and understands that the service, including the ability to access Emergency 911, may not function in the event of power failure. Customer acknowledges that the service does not have its own power source. Magnifi Broadband recommends use of a UPS power supply to protect the equipment and provide limited power backup if an outage occurs. The service will not work unless it is connected to an independent power supply, such as an active wall socket, to be provided by customer. A power failure or disruption may require the customer to reset or reconfigure equipment prior to utilizing the service.

1.8 Loss Of Service – Internet service outage or termination or suspension of internet connectivity by Magnifi Broadband. Customer acknowledges and understands that the service requires a fully functional broadband connection to the internet. In the event of an isp outage, the service may not function until the isp outage is cured. Should Magnifi Broadband suspend or terminate service, the service will not function until such time as Magnifi Broadband restores the service (which may require payment of all invoices and reconnection fees owed or cure of any breach of this or other Agreements).

1.9 Service Outage Due To ISP Or Broadband Blocking Of Ports Or Other Acts – Magnifi Broadband may intentionally or inadvertently block the ports over which the service is provided or otherwise impede usage of the service. Once notified of the problem, Magnifi Broadband will work with you to resolve the issue. During the time the ports are being blocked or your service is impeded, your service may not function properly.

1.10 Tampering With The Service – Magnifi Broadband reserves the right to terminate the service should any attempt to alter or disrupt the service or to make any use of the service that is inconsistent with its intended purpose or to attempt to do so.

1.11 Theft Of Service – Customer agrees to notify Magnifi Broadband immediately, in writing or by calling the Magnifi Broadband customer support line, if the telephony device is stolen or if customer becomes aware at any time that the service is being stolen or fraudulently used. Failure to do so in a timely manner may result in termination of the service and additional charges may be assessed. Until such time as Magnifi Broadband receives notice of the theft or fraudulent use, customer is liable for all use of the service using a stolen device and any and all stolen service or fraudulent use of the service.

1.12 Service Distinctions -customer acknowledges and understands that the service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this agreement) exist between telephone service and the Magnifi Broadband voice service offering provided by Magnifi Broadband. Currently, the service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect your rights of redress before federal, state, or provincial telecommunications regulatory agencies.

1.13 No 0+ Calling; May Not Support X11 Calling – Magnifi Broadband voice service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). The service may not support 311, 511, and/or other x11 (other than 911 which is provided for elsewhere in this agreement) services in one or more (or all) service areas.

2 EMERGENCY SERVICES —911 DIALING

2.1 Customer Acknowledges and understands the following restrictions apply to 911 and e911 services with Magnifi Broadband voice:

2.1.1 the 911/e911 service will not function if the equipment fails, is moved or relocated, or if the service is not functioning for any reason, including but not limited to, a power outage or network outage; and

2.1.2 for each phone number issued, customer must correctly identify the actual location where the equipment will be located at the time customer registers for the service or 911 communications may be misdirected. It is customer’s responsibility to advise Magnifi Broadband if the location of the equipment changes. Should customer fail to advise Magnifi Broadband of any location change, 911/e911 services may be delayed or misrouted. Magnifi Broadband is not responsible for any loss or damages due to misrouting.

2.1.3 there is a possibility of network congestion and/or reduced speed in the routing of 911 calls made utilizing the service as compared to traditional 911 calls made via traditional telephony networks.

3 LOCAL NUMBER PORTABILITY

3.1 If Customer Is Transferring an existing phone number from a previous carrier to the service, customer authorized Magnifi Broadband to process the order for the service and to notify customer’s current carrier of the decision to switch customer’s existing number. Magnifi Broadband will charge current retail prices for porting customer’s existing number and will give customer an estimated completion date for the service completion date.

3.2 upon termination of the service, Magnifi Broadband may, at its sole discretion, release to your new service provider, your telephone number used in connection with your service if the following conditions are met:

3.2.1 such new service provider may accept such number;

3.2.2 your account has been properly terminated and is paid in full; and

3.2.3 you request the transfer upon termination your account.

4 CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

4.1 Billing

4.1.1 customer must notify Magnifi Broadband of any changes in your account information, including billing address or telephone number, in writing.

4.1.2 Magnifi Broadband processes billing on the 25th of each month. All bills are due on or before the 10th of the month. Any account over 30 days past due is subject to disruption of service. If an account is suspended, the entire balance must be paid before service is restored and a $10.00 reconnection fee per line will be imposed.

4.2 Billing Disputes – Customer must notify Magnifi Broadband in writing within 30 days of the statement date of any disputed long-distance charges on that statement or such dispute will be deemed waived.

4.3 Termination / Discontinuance Of Service – Magnifi Broadband reserves the right to suspend or discontinue providing the service generally, or to terminate the service, at any time in its sole discretion. If Magnifi Broadband discontinues providing the service generally, or terminates your service in its discretion without a stated reason, customer will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month’s charges. If the service is terminated for any stated reason, including without limitation violation of this agreement, or because of any improper use of the service (such as, but not limited to, attempts to hack, disrupt, or misuse the service or any acts or omission that violates any acceptable use policy of Magnifi Broadband or of a third party provider to which Magnifi Broadband is subject), customer will be responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus any applicable disconnect fee set forth in this document, all of which immediately become due and payable.

4.4 Taxes – Customer is responsible for, and shall pay, any applicable federal, state, provincial, municipal, local, or other governmental sales, use, excise, value-added, personal property, public utility, or other taxes, fees, or charges now in force or enacted in the future, that arise from or as a result of customer’s subscription or use or payment for the service. Such amounts are in addition to payment for the service and will be billed as set forth in this agreement. If customer is exempt from payment of such taxes, Magnifi Broadband must be provided with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date Magnifi Broadband receives such certificate.

4.5 Disconnect Fee – Customer will be charged a disconnect fee of $10.00 per voice line upon termination of service for any reason. The disconnect fee becomes due and payable immediately upon termination. If customer has multiple lines, customer will be charged a disconnect fee of $10.00 per line for each line disconnected.

5 PRIVACY

5.1 Magnifi Broadband’s service utilizes, in whole or in part, the public internet and third party networks to transmit voice and other communications. Magnifi Broadband is not liable for any lack of privacy which may be experienced with regard to the service. Please refer to our privacy policy applicable to you at www.magnifi.net for additional information.

6 DATA CAPTURE AND MONITORING

6.1 Magnifi Broadband employs software tools and utilities for monitoring the utilization and quality of service. These tools utilize captured network data, and require that such data be stored, including the audio portion of a call. Magnifi Broadband’s policy is to retain this data for seven days. This data is used for the following purposes:

6.1.1 Statistics. This data aggregate is used for information such as completed vs. Failed calls.

6.1.2 Analysis. This data summary per call is used to determine quality of service such as lost, late, or mis-ordered packets, and call status for successful or failed calls.

6.1.3 Troubleshooting. This data detail is used more in depth than the analysis stage to troubleshoot a specific call problem reported to Magnifi Broadband by customer or any other customer, or a problem experienced by Magnifi Broadband.

6.1.4 Other. This data may be used for other lawful purposes in accordance with Magnifi Broadband’s internal policy, the law of the state of Colorado, and United States federal law.

7 WARRANTY AND LIABILITY LIMITATIONS / INDEMNIFICATION

7.1 Limitation Of Liability – Magnifi Broadband shall not be liable for any delay or failure to provide the service, including 911 dialing, at any time or from time of time, or any interruption or degradation of voice quality that is caused by any of the following:

7.1.1 act or omission of an underlying carrier, service provider, vendor or other third party;

7.1.2 equipment, network or facility failure;

7.1.3 equipment, network or facility upgrade or modification;

7.1.4 force majeure events such as (but not limited to) acts of god; strikes; fire; war; riot; government actions;

7.1.5 equipment, network or facility shortage;

7.1.6 equipment or facility relocation;

7.1.7 service, equipment, network or facility failure caused by the loss of power to customer;

7.1.8 outage of customer’s isp or broadband service provider;

7.1.9 act or omission of customer or any person using the service provided to customer; or

7.1.10 any other cause that is beyond Magnifi Broadband’s control, including without limitation a failure of or defect in any telephony device, the failure of an incoming or outgoing communication, the inability of communications (including without limitation 911 dialing) to be connected or completed, or degradation of voice quality.

7.2 Magnifi Broadband’s Aggregate Liability For

(i) any failure or mistake;

(ii) any claim with respect to Magnifi Broadband’s performance or nonperformance hereunder or

(iii) any Magnifi Broadband act or omission in connection with the subject matter hereof shall in no event exceed service charges with respect to the affected time period.

7.3 Disclaimer Of Damages -In no event shall Magnifi Broadband, its officers, directors, employees, affiliates, agents, or any other service provider who furnishes services to customer in connection with this agreement or the service be liable for any direct, incidental, indirect, special, punitive, exemplary, or consequential damages, or for any other damages, including but not limited to loss of life, loss of data, loss of revenue or profits, or damages arising out of or in connection with the use or inability to use the service. The limitations set forth herein apply to claims founded in breach of contract, breach of warranty, product liability, tort, and any and all other theories of liability and apply whether or not Magnifi Broadband was informed of the likelihood of any particular type of damages.

7.4 Indemnification – Customer agrees to defend, indemnify, and hold harmless Magnifi Broadband, its officers, directors, employees, affiliates, agents, and any other service provider who furnishes services to customer in connection with this agreement or the service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys fees) by or on behalf of, customer or any third party or user of customer’s service, relating to this agreement and the service. This paragraph shall survive termination of this agreement.

7.5 No Warranties On Service – Magnifi Broadband makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability, fitness of the service for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance or any warranty that the service will meet customer’s requirements. Without limiting the foregoing, Magnifi Broadband does not warrant that the service will be without failure, delay, interruption, and error, degradation of voice quality or loss of content, data, or information. Neither Magnifi Broadband nor its officers, directors, employees, affiliates, or agents or any other service provider or vendor who furnishes services or products to customer in connection with this agreement or the service will be liable for unauthorized access to Magnifi Broadband’s or customer’s transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, customer’s data files, programs, procedures, or information through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of Magnifi Broadband’s or its service providers’ or vendors’ negligence. Statements and descriptions concerning the service, if any, by Magnifi Broadband or Magnifi Broadband’s agents or installers are informational and are not given as a warranty of any kind.

7.6 No Third Party Beneficiaries – No provision of this agreement provides any person or entity not a party to this agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

7.7 Content – Customer is liable for any and all liability that may arise out of the content transmitted by or use of the service. Customer shall sssure that use of the service and content will at all times comply with all applicable laws, regulations, and written and electronic instructions for use. Magnifi Broadband reserves the right to terminate or suspend affected service, and/or remove customer’s content from the service if Magnifi Broadband determines that such use or content does not conform with the requirements set forth in this agreement or interferes with Magnifi Broadband’s ability to provide service to you or others or receives notice from anyone that your use or content may violate any laws or regulations. Magnifi Broadband’s actions or inaction under this section shall not constitute review or approval of your use or content. You will indemnify and hold Magnifi Broadband harmless against any and all liability arising from the content transmitted by or to you using the services.

8 GOVERNING LAW / RESOLUTION OF DISPUTES

8.1 Governing Law – The agreement and the relationship between you and Magnifi Broadband shall be governed by the laws of the state of Colorado without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with this section, you and Magnifi Broadband agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Colorado and waive any objection as to venue or inconvenient forum. The failure of Magnifi Broadband to exercise or enforce any right or provision of the agreement shall not constitute a waiver of such right or provision. If any provision of the agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the service or the agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

8.2 Entire Agreement – This agreement and the rates for services found on Magnifi Broadband’s website www.magnifi.net constitute the entire agreement between you and Magnifi Broadband and govern your use of the service, superseding any prior agreements between you and Magnifi Broadband and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. Magnifi Broadband may change the terms and conditions of this agreement from time to time. Notices will be considered given and effective on the date posted on to the “terms and conditions” section of Magnifi Broadband’s website www.magnifi.net. Notification of updates may also be sent to customer if customer maintains a current and valid email address with Magnifi Broadband to be used for contact. Such changes will become binding on customer, on the date posted to the Magnifi Broadband website and no further notice by Magnifi Broadband is required. This agreement, as posted supersedes all previously agreed to electronic and written terms of service and also supersedes any written terms provided to customers. If you do not agree to any of the new terms and conditions, you must discontinue your Magnifi Broadband voice service.

8.3 Severability – If any part of this agreement is legally declared invalid or unenforceable, all other parts of this agreement are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.