Next Gen POTS Replacement Agreement and Terms

Master Service Agreement

This Master Services Agreement ("Agreement") is effective as of the date Products or Services are ordered by the Customer ("Effective Date") and is entered into by All Ways Wireless, Inc., located at 20375 Cortez Blvd, Brooksville, FL 34601 ("AWW"), and the Customer. The Customer is explicitly named in the Sales Agreement, which references this Service Agreement via hyperlink. By signing the Sales Agreement, the Customer agrees to the terms and conditions set forth herein.

1.     Products and Services. Customer agrees to acquire from AWW the services (“Services”), software (“Software”) and equipment (“Equipment”) identified on the schedules to this Agreement (“Schedules”). Services, Software and Equipment are collectively referred to as “Products.” The effective date of the Initial Term for any Product will be the date that the applicable Product is available for use or, if previously installed and available for use, the date hereof. Customer will take all actions necessary to effectuate the Initial Term in a timely fashion. The Parties acknowledge that certain Products may be managed by a subsidiary, agent, or contractor of All Ways Wireless, Inc.

2.       Term and Termination. This Agreement shall commence on the Effective Date and continue for 3 years or until terminated by either party upon thirty (30) days' written notice. This agreement will automatically renew for periods of 1 year under the same terms and conditions unless otherwise specified with a renewal or other such amendments.

3.     Confidentiality. The parties agree to keep all designated confidential information private, including customer data, business plans, proprietary technologies, pricing, terms of this Agreement, proposals, and business-related information. Confidential Information excludes the fact that the parties are in a business relationship. Neither party shall disclose Confidential Information to third parties or use it outside the scope of this Agreement, except to entities bound by similar non-disclosure obligations. Customer must obtain written permission from AWW before disclosing any of its Confidential Information to competitors. The confidentiality obligation does not apply to information that: (a) is publicly available through no fault of the receiving party; (b) was lawfully in the possession of the receiving party without confidentiality obligations; (c) is disclosed by a third party not bound by confidentiality; (d) is required to be disclosed by law, to the extent necessary; (e) is approved in writing for disclosure; or (f) is independently developed without reference to the Confidential Information. Unauthorized use or disclosure may cause irreparable harm, and the disclosing party may seek injunctive relief without posting bond.

4.     Intellectual Property. The parties acknowledge and agree that for AWW to perform one or more of its obligations under this Agreement in connection with a specific software (or any specific parts thereof) AWW may, in some instances, need to utilize certain of AWW’s own proprietary pre-existing code, technology, or software (“AWW IP”). Such AWW IP shall not be deemed included in the Services provided hereunder, and all rights in and to such AWW IP are and shall remain the sole and exclusive property of AWW.

5.     Indemnification. You shall release, indemnify, defend, and hold harmless AWW, its affiliates, directors, officers, shareholders, employees, and agents from and against all claims, judgments, damages, liabilities, settlements, losses, costs, expenses, and recoveries for any amounts claimed due, including penalties, interest, and reasonable attorneys’ fees and disbursements, to the fullest extent permitted by applicable law, for which AWW is held legally responsible (“Claims”) by any party or parties arising from or relating to: (i) your failure or refusal to perform your duties and responsibilities under this Agreement; (ii) your failure or refusal to comply with any federal, state, or local law; (iii) any inaccuracy in or breach of any of your representations or warranties contained in this Agreement; (iv) your use of any Services hereunder that is not in accordance with any applicable restrictions, limitations, or obligations that AWW has communicated to you; or (v) any unauthorized use by you of AWW IP or Confidential Information, as defined herein. Customer will defend AWW against any such Claims and will pay, without limitation, all litigation costs, reasonable attorneys’ fees and court costs, settlement payments, and any damages awarded or resulting any such Claims. This indemnification provision, and all other indemnification provisions of this Agreement, shall survive the termination of this Agreement.

6.     Limitation of Liability. To the fullest extent permitted by applicable law, the total liability of AWW, its affiliates, officers, employees, agents, and subcontractors (collectively, "Provider Parties") for any and all claims, damages, liabilities, losses, or expenses (including attorneys' fees) arising out of or in any way related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by Customer to AWW under this Agreement. In no event shall Provider Parties be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, revenue, goodwill, or data, even if Provider Parties have been advised of the possibility of such damages. This limitation of liability is a fundamental part of the basis of the bargain between the parties and reflects an allocation of risk that is inherent in the provision of services under this Agreement. Each party acknowledges that the other party would not have entered into this Agreement without this limitation of liability.

7. Acceptable Use. Products purchased cannot be resold or transferred except to Customer's employees. Customer is fully liable for all use of the Products. Products must not be used unlawfully, abusively, fraudulently, or in violation of others' rights. Customer will defend, indemnify, and hold harmless AWW and affiliates from any claims or damages arising from use of the Products. Broadband speed claims are maximum possible speeds and are not guaranteed; actual speed may vary.

8.     Warranty. AWW warrants that services will be performed professionally, adhering to industry standards, and will meet the specifications in the applicable Statement of Work (SOW). Equipment warranties are provided by the Original Equipment Manufacturer (OEM), with terms according to their provisions. AWW will reasonably support Customer in servicing OEM warranty claims. Except as stated, AWW provides no other warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. No additional warranties are created by any information or advice from AWW or its representatives.

9.     Dispute Resolution. If a dispute arises from this Agreement and cannot be resolved through negotiation, the parties agree to mediate with a mutually selected mediator or the American Arbitration Association (AAA). Each party will cover its own expenses and share mediation costs equally. Mediation details and results will remain confidential. If mediation fails, parties may seek legal remedies. Time-related defenses are paused during mediation. Parties may seek injunctive relief without waiving the mediation obligation.

10.    Miscellaneous

10.1.  Entire Agreement. This Agreement, including all attachments, exhibits, schedules, and appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

10.2.  Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall continue in full force and effect.

10.3.  Waiver. No waiver of any term or condition of this Agreement shall be valid or binding unless made in writing and signed by the party against whom the waiver is to be enforced. No failure or delay in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder.

10.4.  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Hernando County, Florida without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts located in Hernando County, Florida for any disputes arising out of or relating to this Agreement.

10.5.  Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by confirmed facsimile or email, (c) one business day after being sent by a nationally recognized overnight courier service, or (d) three business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, to the party to whom such notice is directed at the address on record (or such other address as may be specified by a party in a notice given in accordance with this provision).

10.6.  Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement.

10.7.  Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have the authority to bind or obligate the other party in any manner.

10.8.  Headings. The headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.

11.  Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, labor strikes, lockouts, pandemics, epidemics, supply chain disruptions, or any other similar events or circumstances beyond the reasonable control of the affected party. In the event of force majeure, the affected party shall promptly notify the other party and use all reasonable efforts to mitigate the effects and resume performance as soon as possible.

12.  Survival. It is agreed that certain obligations of the parties under this Agreement, which, by their nature would continue beyond the termination, cancellation, or expiration of this Agreement, shall survive termination, cancellation or expiration of this Agreement. Such obligations include, by way of illustration only and not limitation, those contained in the Identification, Indemnity, Confidentiality, Limited Liability and Warranty clauses.

13.  Amendments. Amendments to this Agreement shall have prevailing terms and conditions specified by product and class of products that supersede the terms that are shared. With respect to terms and clauses that are not shared between Amendments and Agreement, the terms and clauses herein will apply.

Schedule B MSA Amendment 1

The following terms and conditions shall amend to the Master Service Agreement for clarity and additional provisions based on the Product for Schedule B – POTS Replacement. This amendment to the MSA shall govern all service orders and agreements provided by All Ways Wireless, Inc.   (hereinafter “aww”). By executing a service order under these terms and conditions, you (“customer”) acknowledge that you have read, understood, and accept these terms and conditions.

1.     Products and Services. Customer agrees to acquire from AWW the services (“Services”), software (“Software”) and equipment (“Equipment”) identified on the schedules to this Agreement (“Schedules”), for a 36-month period, unless a shorter term is specified on the Sales Agreement (as applicable, the “Initial Term”). Services, Software and Equipment are collectively referred to as “Products.” The effective date of the Initial Term for any Product will be the date that the applicable Product is available for use or, if previously installed and available for use, the date hereof. Customer will take all actions necessary to effectuate the Initial Term in a timely fashion.

1.1.   Equipment. The Equipment shall always remain the sole property of AWW unless otherwise specified in the Sales Agreement. During the Service Period and each Renewal Period, as defined below, you agree to comply with all instructions and requirements regarding the use and/or care of the Equipment, and to take reasonable measures to protect the Equipment at all times. You will provide a secure, air-conditioned space to house the Equipment and sufficient electricity (with certified earth ground) to operate the Equipment. You agree to pay us the replacement value of any lost, stolen, damaged, or unreturned Equipment. During the Service Period and each Renewal Period of the Agreement, we will replace any of the Equipment that does not perform as specified, at no charge to you, unless we determine, in our sole discretion, that you are directly or indirectly responsible for the Equipment failure.

1.2.   Transfer. You may not sell or transfer title to or possession of any Equipment without the express written consent of AWW. Any attempted sale in violation hereof shall be null and void. In addition, you acknowledge that any unauthorized sale may result in the immediate voiding of any warranties that may have been passed through to you.

1.3.   Return of Equipment. Within fifteen (15) days after the effective date of termination of this Agreement, unless otherwise notified by AWW, you shall return the Equipment to AWW at your expense. AWW will provide you with Equipment return instructions. You must deliver the Equipment to AWW in the same condition as the Equipment was delivered to you, normal wear and tear excepted, and provide AWW written notice of such return. If the Equipment is not returned as such, or not returned at all, you will be responsible for 100% of the list price for the Equipment. AWW may invoice and collect from you as a single amount all charges due, including all reasonable costs that we incur in retrieving or attempting to retrieve the Equipment, if any, under this section of the Agreement.

1.3.1.  If you are obligated to return the Equipment to AWW pursuant to Section 2 of this Agreement, you shall return the Equipment to AWW at your sole expense. Additionally, you shall be obligated to reimburse us for the actual costs that we incur, if any, in retrieving or attempting to retrieve the Equipment if you fail to return it. You shall pay these costs, and any other fees, costs or charges promptly upon receipt of the invoice for same.

2.     Term & Termination. This Agreement is effective upon signing by Customer and will continue in effect for the period set forth in the Sales Agreement (the “Service Period”). Each Sales Agreement will have an effective term and Service Period. You may terminate the Agreement at any time upon thirty (30) days prior written notice to us and payment of the Early Termination Fee, as set forth below; provided, however, that if you provide us with written notice of your intent not to renew this Agreement at least thirty (30), but not more than sixty (60), days before the end of the Service Period or the then-current Renewal Period, there will be no Early Termination Fee and the Agreement shall terminate at the end of the Service Period or the then-current Renewal Period, as applicable.

2.1.   Notices to terminate or of intent not to renew must come from an Authorized Individual on your account and must be sent to AWW via email to billing@AWW.co. Any email request for disconnection of Services must be acknowledged by an employee of AWW. Agents of AWW or independent consultants are not considered AWW employees. You will receive an email acknowledgement from a AWW employee acknowledging receipt of your notice to terminate and disconnection of your Services within twenty-four (24) hours of receipt; if you do not receive an acknowledgement, please contact AWW immediately by email at accounting@AllWaysWireless.comor by calling the telephone number listed on https:// AllWaysWireless.com /.

2.2.   Renewal. The Initial Term will automatically extend for additional one (1) year periods (each, an “Additional Term” and, together with the Initial Term, the “Term”), and AWW’s then standard term rates that may be different than initial term, unless either party gives the other party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term.

2.3.   Early Termination. If Customer discontinues any Service before the expiration of the applicable Initial Term or applicable Additional Term, or if AWW terminates this Agreement or any Service for Customer’s Default, Customer will be liable to AWW for termination charges equal to the monthly recurring charges for the applicable discontinued Services, multiplied by the number of months remaining in the Term, plus any charges AWW incurs from third parties because of Customer’s early termination of the applicable Services and for any charges that may have been waived. Customer must give AWW prior written notice of any Service termination, and, in addition to the amounts set forth above, will be responsible for all charges for such Service up to the date such Service is disconnected, as well as any charges in connection with the termination. Additionally, if AWW terminates this Agreement for Customer’s Default, in addition to the amounts set forth above, Customer will pay AWW an amount equal to (a) any Monthly Licensed Charges multiplied by the number of months remaining in the applicable Term, discounted at 3% per annum, plus (b) any applicable taxes.

2.4.   Default. A party shall be deemed in default of this Agreement (a “Default”) upon the occurrence of any one or more of the following events:

2.4.1.  Bankruptcy or Insolvency. The party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its creditors, or initiates any proceeding seeking general protection from its creditors.

2.4.2.  Material Nonperformance. Except for payment defaults, the party materially fails to perform its obligations under this Agreement and such nonperformance is not remedied within thirty (30) days after receipt of written notice. If the breach cannot be cured within thirty (30) days, the party shall not be in Default as long as it begins to cure within the thirty (30) day period and diligently pursues the cure to completion.

2.4.3.  Payment Default. The party fails to make any payment under this Agreement when due and such failure is not remedied within ten (10) days after receipt of written notice. Upon the effective date of termination of this Agreement by either party for any reason, AWW shall have no further obligation to provide any Services to Customer. Without limiting the foregoing, upon the termination of this Agreement, any warranty, repair or other service contemplated to be provided by AWW shall immediately cease

3.     PAYMENT. Customer shall pay the rates and charges set forth in the Sales Order, enforceable and provided under this Agreement along with any and all applicable taxes and surcharges that may be authorized or required under laws, regulations, or tariffs in connection therewith. Customer will be responsible for all taxes, regulatory costs, fees and surcharges arising from or in connection with an order, rule or regulation of any governmental or quasi-governmental authorities imposed on or incident to the provision, sale or use of Products, whether on Customer, AWW or any affiliate thereof. AWW will bill Customer each month and all invoices are due and payable fifteen (14) days after the invoice date. Customer shall use electronic means or send payments to the address specified on the invoice.

3.1.   Taxes & Fees. In addition to the Service Fees, you are responsible for all federal, state and local sales, use and excise taxes (including, without limitation, any applicable property taxes) and any new or increased fees, assessments, taxes, or other charges related to the Equipment or the provision of Services, including any universal service fund charges, collect call charges and any other charges that may be billed to you after the Service Period which were incurred during the Service Period. Any of the foregoing that are paid on your behalf by AWW will be added to your next invoice. You are also responsible for any charges from third parties that arise when you use your phone number as a billing mechanism for third-party services (such as 900 or other information charges). Should you request any third-party services, you agree that we may release your name and billing information to that third party so that it can bill you directly for those services.

• Billing Agent. AWW may choose to use an agent for billing for the benefit and convenience of the Customer. Agent will represent the terms of this agreement and collect payment on behalf of AWW. The Agent is authorized to issue invoices, collect payments, and provide billing statements to the Customer under the terms of this Agreement. All payments made to the Agent shall be considered as payments made directly to AWW.

3.3.   Late Payment. If you do not pay all charges when due under this Agreement, a late payment fee will be assessed on the unpaid amounts until paid at the greater of: (i) one and one-half percent (1.5 %) interest per month on the unpaid amounts until paid; or (ii) twenty-five dollars ($25.00) (“Late Payment Fee”). You are also responsible for all other costs and legal fees incurred in collecting all unpaid amounts, unless otherwise ordered by the court in any action to collect those unpaid amounts. AWW reserves the right to assess a $35.00 fee for any check returned for insufficient funds or not paid when presented for payment (“Insufficient Funds Fee”).

3.4.   Default. In the event that AWW is required to incur costs (collection and/or attorney fees) to recover amounts owed under this Agreement, AWW may add these costs to any amounts outstanding. AWW, in addition to any other remedies available to it, may impose a late fee of the greater of five ($50.00) dollars or one and one-half percent (1.5%) per month on any charges not paid by the due date. In addition, AWW may suspend service, in whole or in part, if amounts owed hereunder are past due.

3.5.   Suspension & Reinstatement. If we elect to suspend Services under any circumstances pursuant to this Agreement, then to resume those Services, you must first pay all past due and other applicable charges, including the late payment fees and costs described in Section above, and a resumption fee of seventy-five dollars ($75.00) (“Resumption Fee”). Before we resume your Services, we may also request satisfactory assurances from you on your future ability to pay for Services timely, even if you have paid the required resumption fee and other amounts. Those assurances may include a new or increased deposit to guarantee payment for future Services, among other things. If you fail to provide satisfactory assurances (in our sole discretion) or fail to promptly make all required payments to resume your Services, then you will be considered to have terminated this Agreement. At such time, you must pay Early Termination Fees (as described in Section 9 below), in addition to all other amounts that you owe under this Agreement.

3.6.   Credit Review. AWW takes into consideration your satisfactory credit standing, timely payment of all charges under this Agreement, and general payment record when providing the Services under this Agreement. You agree that we may obtain credit reports and other information about you from credit reporting agencies and other sources at any time during, or in anticipation of, this Agreement. You agree to provide a deposit as a guarantee of payments under this Agreement or to increase the amount of any prior deposit should we find your credit standing, financial circumstances, or payment history unsatisfactory at any time or if your account incurs excessive usage charges. The amount of the deposit will be in our sole discretion. AWW reserves the right to apply a deposit amount to any past due charges under this Agreement, with or without notice to you. You also agree to re-deposit the amount so applied, promptly at our request, to restore the deposit to the original sum deposited. Additionally, AWW reserves the right to require you to subscribe to an automated payment plan (credit card or automatic bank withdrawal) if you have a balance that is more than sixty (60) days past due. If such automated payment plan becomes necessary, AWW reserves the right to assess a merchant processing fee of no less than three percent (3.5%) (“Merchant Processing Fee”). We may terminate your Services without notice to you as described in Section 3.

4.     Installation

4.1.   AWW will install the Equipment at your Service Address for your use during the Term of this Agreement as required to provide the Services to you. Customer may elect to install the equipment and will warrant the functionality without expense or liability to the AWW to provide the product as intended. Damage to equipment during installation is not warranted by AWW and the obligation for the term of service remains.

4.2.   AWW will install the Equipment at your Service Address for your use during the Term of this Agreement as required to provide the Services to you. The Equipment shall remain our sole property at all times. During the Service Period and each Renewal Period, as defined below, you agree to comply with all instructions and requirements regarding the use and/or care of the Equipment, and to take reasonable measures to protect the Equipment at all times. You will provide a secure, air-conditioned space to house the Equipment and sufficient electricity (with certified earth ground) to operate the Equipment. You agree to pay us the replacement value of any lost, stolen, damaged, or unreturned Equipment. During the Service Period and each Renewal Period of the Agreement, we will replace any of the Equipment that does not perform as specified, at no charge to you, unless we determine, in our sole discretion, that you are directly or indirectly responsible for the Equipment failure.

5.     Responsibilities. You agree that you and anyone using the Services will provide adequate facilities, including all required cabling, inside wiring, conduit, power, and any such related materials for demarcation extensions from the minimum point of entry (“MPOE”) to your chosen circuit termination location, to house and operate the Services and Equipment, or any other AWW equipment. You will not resell the Services or Equipment to any third party without prior written approval. You will comply with all federal, state, and local laws, rules, regulations and tariffs that apply to the Services, the Equipment or this Agreement. You as the Customer, will be solely responsible to establish and maintain security measures (including, without limitation, codes, passwords or other features) necessary to restrict access to your computers, servers, or other CPE through the Services. You as the Customer, will be solely responsible for all fraudulent, unauthorized, illegal or improper use of the Services and/or Equipment by persons accessing those Services through your facilities, CPE or Service Address.; You authorize and identify to us, at least one individual who is authorized to represent you on any aspect of the Services and your account (including all requests for moves, additions, deletions or changes to the Services) (each, an “Authorized Individual”). You agree that you will notify us immediately of any loss of service or other problems with any of the Services.

5.1.   911 DISCLOSURE. The Federal Communications Commission (“FCC”) requires AWW to obtain Customer’s acknowledgement that it has received the following disclosures regarding possible circumstances that COULD IMPAIR YOUR ABILITY TO ACCESS E911 SERVICE: (1) if you utilize equipment that relies on electricity, you will lose E911 service (and service generally) if such devices lose access to electricity such as in a power failure. To reduce the risk of disruption, Customer should deploy a back-up power supply to operate phones and related equipment; (2) if you move your location you must notify us at least 30 days in advance so that we may program the correct information into the E911 system. Otherwise, the E911 system will not contain your correct information; (3) you may be unable to complete calls to 911 or otherwise in the event of network failures or congestion; (4) if you obtain telephone numbers that are not associated with your calling area, you may not be able to reach E911 services. By executing this Agreement, Customer acknowledges that it understands and accepts the above limitations, and that it will convey these limitations to all persons who may have occasion to use the Services.

5.1.1.  911 Location. Customer will provide AWW with and keep current the correct and valid (“REA”) Registered Emergency Address for 911 Services. The REA provided must include sufficient information to enable emergency responders to locate the End User and must comply with all Multi-line Telephone System (“MLTS”) requirements applicable to Customer. For example, one MLTS requirement may be that for each End User and Subscriber located in a multi-floor building, Customer must include a floor or suite number as part of the Registered Emergency Address. AWW WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITIES, LOSSES, OR ANY OTHER CONSEQUENCES CAUSED BY CUSTOMER’S FAILURE TO KEEP ITS AND ITS END USERS’ REA INFORMATION UPDATED. AWW will have no obligation to provide 911 Services with respect to any Subscriber or End User call that does not include a TTN and will not be liable for any claims arising from any efforts undertaken by AWW to provide 911 Services under such circumstances.

5.1.2.  Customer Obligations. (i) Customer will be solely responsible for compliance with all applicable laws and/or other governmental requirements imposed or required by any state or other applicable governmental authority; and (ii) Customer will inform any party using (or any party that might use) the 911 Services of the difference between traditional 911 and VoIP 911 service in compliance with all applicable laws and/or other governmental requirements imposed or required by any governmental authority, including, without limitation, the Federal Communications Commission (“FCC”). For clarity, AWW will not be responsible if 911 Service is unavailable due to loss of power; certain features may not be compatible with 911 service; and AWW reserves the right to refuse provisioning or modification of features or service if such provisioning or modification adversely affects 911 service.

5.1.3.  Customer Testing. Customer will be solely responsible to test the 911 Services after installation and periodically throughout the Term and will notify AWW if Customer notes any issues at any time with the Service. Customer agrees to test 911 Services and share the results of such testing at the request of AWW.

5.1.4.  Charges and Rates. If applicable, Customer shall pay an additional fee to use the 911 Services (“911 Fee”).

5.1.5.  Acknowledgement. Customer acknowledges and agrees that neither aww, its underlying carrier, and any other third parties involved in the routing, handling, delivery or answering of 911 services or in responding to 911 calls, nor their directors, officers, shareholders, employees, or agents may be held liable for any claim, damage, loss, fine, penalty, or cost (including, without limitation, attorneys’ fees and costs) arising from or relating to the provision of all types of emergency services to customer and customer hereby waives any and all such claims or causes of action arising therefrom

5.2.   Maintenance. We may perform maintenance that may affect the availability or functionality of all or part of the Services at any time. Any impact on the Services as a result of maintenance will not be deemed our breach of this Agreement and will not entitle you to any credit, refund, or right to terminate this Agreement or any affected Service.

5.3.   Relocation of Services. Services cannot be moved unless pre-negotiated and documented on the most recent Sales Order for the Services. If there is no documented move option, you will need to work with AWW on a new Sales Agreement.

6.     General.

6.1.   Entire Agreement. This Agreement may only be amended by a written document that is signed by you and an AWW corporate officer at a level of Vice President or above. Handwritten alterations or additions to this Agreement will not be considered binding. This Agreement, including any currently or subsequent duly executed Sales Orders, contain all the terms and conditions made between the parties with respect to the Services and/or Equipment to be provided and supersedes any prior agreements, understandings or arrangements, both written and oral.

6.2.   Assignment. Neither party may assign this Agreement without the prior written consent of the other party, not to be unreasonably conditioned, withheld or delayed, except that: (i) AWW may assign all or any of its rights and/or obligations hereunder (a) to its parent, affiliates or subsidiaries, (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets, or (c) for purposes of financing or servicing; and (ii) you may assign your rights and/or obligations hereunder (a) to your parent, affiliates or subsidiaries, or (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all your assets, provided that any assignment by you pursuant to this exception is subject to the following conditions: (1) the proposed assignee satisfies AWW’s credit and deposit standards; (2) you have fully paid for all Services and/or Equipment through the date of assignment; and (3) the proposed assignee agrees in writing to be bound by all provisions of this Agreement.

6.3.   Survivability. The provisions of the Master Service Agreement, as well as any other terms of this Agreement that expressly extend or by their nature should extend beyond termination or expiration of this Agreement, shall survive and continue in full force and effect after any termination or expiration of this Agreement.

6.4.   Notices. All notices under this Agreement must be in writing, with all notices to us to be sent via mail to: All Ways Wireless, Inc., Attn: Client Services, to the AWW address listed in a Sales Order, or to any other address that we notify you of or post on our website. Notices can also be emailed to us at: accounting@AllWaysWireless.com. Any notices to you shall be sent to your address listed in an Sales Order or to any other address that you notify us of.

• This Agreement may be executed in multiple counterparts which may be signed and/or delivered electronically, including DocuSign, each of which shall constitute an original and all of which together shall constitute one instrument.

7.     Limitations on Liability

7.1.   In addition to the provisions below, in no event whatsoever shall aww be liable to you under any causes of action for any indirect, incidental, special, consequential, exemplary or punitive damages, or other similar type of damages, including but not limited to damages based upon loss of data, loss of profits, and/or loss of business, or loss, damage, or destruction of any property, whether you, your permitted assignee, or any other transferee suffer that loss or damage, arising out of or in any way related to this agreement, whether under contract, tort or any other cause of action and whether or not aww is informed, knew or should have known, of the possibility of such damages in advance, unless such damages are due to AWW’s gross negligence or willful misconduct. In no event shall aww be liable for any amounts in excess of amounts actually paid by you to aww pursuant to a sales order from which the claim arises. Aww is not liable for the content, accuracy, or quality of information transmitted through its equipment, facilities, or services, or through the services-related products, and you agree to assume all risk of transmitting, receiving, or using any such content or information. The limitations on liability set forth in this section represent a fundamental term of this agreement and neither party would have entered into this agreement without their inclusion.

7.2.   You agree that your sole remedy against AWW for our failure to comply with this Agreement will be to obtain the credit(s) provided in Section 2, above, or, if applicable, to terminate the affected Services as described in Section 7.3.

7.3.   AWW is not liable for any injuries, death, or loss to any person or for damage, loss, or destruction of any property of any person as a result of AWW’s act or omission in developing, adopting, implementing, maintaining, or operating any Emergency 911 or similar system or in identifying the telephone number, name, address, location or any other information on anyone accessing or trying to use or access the Emergency 911 or similar system. AWW is not liable for errors or omissions in any information about you in any published directory. You agree to be solely responsible for ensuring the accuracy of any information about you in any published directory.

7.4.   You acknowledge that the installation, operation, maintenance, repair, or removal of any software, program, or other hardware related to the Services (the “Services-Related Products”) on your computer(s), network(s) or other hardware may result in a service outage or loss or damage to that equipment or any data, information, or files on your equipment. You agree to be solely responsible for all data and software backup and to otherwise protect your computer and network data, information, and files. You assume all responsibility for impacts, loss or damage to your computer or network hardware, data, information, files, peripherals, or Services-Related Products associated with installing, operating, maintaining, repairing, or removing any Services-Related Products. Any warranty covering your computer, network or other equipment may become void when you open that computer or equipment to install any Services-Related Products, whether or not you elect to install and run any of those Services-Related Products. We do not commit or warrant that your installation or use of any Services-Related Products will permit you to access, operate, or use any Service.

7.5.   AWW’s sole liability to you for any claims, losses or damages caused by the Services or Equipment or otherwise under this Agreement is limited as described in this Section 16. You agree that those limitations are reasonable. You also acknowledge that without those limitations of liability, the Service Fees charged to you under this Agreement would be substantially higher. You further agree that the limitations on AWW’s liability in this Section 16 will apply in any action or proceeding against AWW, whether based in contract, tort (including negligence or strict liability) or under any statute, law, rule or otherwise.

7.6.   Notwithstanding any principle, rule, or law to the contrary, no action, proceeding, or arbitration of any kind whatsoever, whether sounding in tort, contract, restitution, equity, or otherwise, shall be brought by you against AWW, or its directors, officers, shareholders, agents, or employees, more than ONE (1) YEAR from the date you discover, or through the exercise of reasonable diligence should have discovered, any cause of action, claim, controversy, or dispute arising out of, under, or in connection with the subject of this Agreement. In no event shall any action, proceeding, or arbitration of any kind whatsoever be brought by you against AWW more than ONE (1) YEAR after all Service Fees due to AWW have been paid in full.

THE PARTIES ACKNOWLEDGE THEY HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND HAVE CAUSED THEIR AUTHORIZED REPRESENTATIVES TO DULY EXECUTE THIS AGREEMENT, EFFECTIVE AS OF THE DAY AND YEAR FIRST ABOVE MENTIONED. BY SIGNING BELOW, THE PERSON SIGNING ON BEHALF OF CUSTOMER PERSONALLY REPRESENTS AND WARRANTS TO MSPCOMPANY THAT HE OR SHE HAS THE AUTHORITY AND POWER TO SIGN ON BEHALF OF THE CUSTOMER AND BIND CUSTOMER TO THIS AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS FOR THE SERVICES AND EQUIPMENT DESCRIBED HEREIN AND IN ALL APPLICABLE SERVICE ORDER FORMS AND SERVICE ORDER ADDENDUMS. CUSTOMER AUTHORIZES MSPCOMPANY TO OBTAIN BILLING INFORMATION AND CUSTOMER SERVICE REPORTS WITH RESPECT TO CUSTOMER’S TELEPHONE NUMBERS, AS WELL AS CUSTOMER’S CREDIT INFORMATION. THIS AGREEMENT IS ACCEPTED BY MSPCOMPANY ON THE DATE INDICATED