Discussion and Consideration on Proposal for Access Cloud Communication Solution for a new phone system – Motion to Approve — K.8

Terms and Conditions (Continued) Fraudulent Charges: It is your responsibility to take appropriate network security to protect your network from fraudulent usage and ensure only authorized use occurs. In the instance you do incur charges as a result of fraudulent usage, you are responsible to pay such charges and any other related costs. Incoming Toll Free & International Calling: Incoming Toll Free and International Calling is not included in the service and is charged at a different rate than domestic calling. The service only covers domestic calls; incoming toll free and international calls are not covered. Therefore, by way of illustration, if you make an international call or accept an incoming toll free call you will be billed at our then current international or incoming toll free calling rates and no impact to your domestic calling plan will be impacted. Please contact us for our latest international and incoming toll free calling rates. Service Changes: Service may be downgraded under this SOW but cannot decrease more than 10%. A written modification to this SOW can be subsequently executed by both parties to reduce or add lines at the then current rates. If service is canceled or otherwise reduced in excess of 10% before the term is up, an early termination fee will apply and will be calculated as an average of your prior six months of invoices under this SOW multiplied by the remaining months left under this SOW. Expiration of the term or termination of Service does not excuse you from paying all unpaid, accrued charges due in relation to the Agreement. "Hardware Rental" payment set forth in the Schedule of Products. You are unconditionally obligated to pay all Hardware Rental payments, and to perform all your other obligations concerning the Equipment for the full Initial Term. You will use the Equipment for business purposes only, and not modify or move it from its initial location without Our consent. You are responsible for any damage to or loss of the Equipment, and understand that no such damage or loss to the Equipment will relieve You from Your payment obligations hereunder. We own the Equipment. You will pay when due, either directly or by reimbursing Us, all taxes and fees relating to the Equipment and this Agreement, including, but not limited to sales or use tax (which, if due upfront, will be payable over the Initial Term with a finance charge), and property tax. Your obligations hereunder shall continue during any renewal term(s) after the Initial Term. You will return the Equipment to the location designated by Us, at Your expense, within 30 days of the termination of this Agreement. If the Equipment is not timely returned, your obligation to the pay monthly Hardware Rental will continue. If the returned Equipment is not immediately available for use by another without need of repair, You will reimburse Us for all repair costs. You agree that We may without notice assign the Equipment and Your payment obligations relating to the Equipment to a third-party for financing purposes and that, if assigned, the assignee will have all of Access's rights with respect to the Equipment and Your payment obligations relating to the Equipment, but will not be subject to any claim, defense, or set-off assertible against Access or anyone else. In the event of any inconsistency or conflict between the terms of this Hardware Rental section and any other terms of this SOW or the Agreement, the terms of this Hardware Rental section shall control. If any Hardware Rental payment becomes 31+ days past due, or if you otherwise breach provisions of this SOW or Agreement applicable to the Equipment, you will be in default under this section, and we may require that you return the Equipment to us at your expense and pay us: 1) all past due amounts relating to the Equipment and 2) all remaining Hardware Rental payments for the unexpired term, plus our booked residual, discounted at 3% per annum; and we may pursue all other legal remedies available to us. You agree to pay all costs and expenses (including reasonable attorney fees) we incur in any dispute with you. Any claim related to this section 6 or the Equipment shall be governed by the internal laws of the state in which our (or, if we assign rights hereunder, our assignee's) principal place of business is located and any dispute concerning the assigned rights will be adjudicated in a federal or state court in such state. You hereby consent to personal jurisdiction and venue in such courts and waive transfer of venue. Each party waives any right to a jury trial. Your obligations under this Section, and Your other obligations that relate to the Equipment, will be separately enforceable rights of our assignee. The original of the SOW for enforcement and perfection purposes, and the sole "record" constituting "chattel paper" under the UCC, is the paper copy hereof bearing (i) the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement, and (ii) our original manual signature. 7. USE POLICY: The Services: (a) may only be used for normal business use; (b) are provided only for dialog between two individuals at one time per line; (c) each IP line can be used for asynchronous traffic only; (d) exclude international calling, which is available for an additional fee; (e) are issued on a "one (1) user per line basis", meaning that only one registered user may be assigned to use the Services for any one line; (f) may not be used for auto-dialing or "predictive" dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls). Unusually high usage of the Services may impair our ability to provide high quality Services to others and/or indicate unauthorized use of the Services, in which case we may suspend or terminate your account or, upon prior notice, convert your Account to a metered calling plan that charges significantly higher usage rates. We reserve the right to add, modify, or amend this Use Policy at any time for any reason at our sole discretion. Access offers unlimited monthly domestic calling plans. An unlimited plan provides you with a local or toll-free telephone number and is subject to the terms and restrictions described in this SOW. If, for any reason Access believes that you are using the service for a prohibited purpose and/or your call usage violates the Use Policy, then Access may, in its sole discretion with or without notice, either terminate your unlimited plan or immediately convert your unlimited plan to a metered plan, as set forth above. 8. MISCELLANEOUS: (a) The offers, terms and prices of this SOW shall expire if not executed within thirty (30) days of your initial receipt of this SOW; (b) The failure of Access Systems to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or any other provision; (c) ALTHOUGH EVERY EFFORT IS MADE TO ENSURE THAT VOICEMAILS AND FAX TRANSMISSIONS ARE SECURE, ACCESS MAKES NO GUARANTEES OF SECURITY; (d) Under California Civil Code Section 1798.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 916-445-1254; (e) From time to time, Access may send you surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant Access, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty free license to use all feedback, answers, ideas, comments, or other information you provide to Access; (f) Recording Conversations: Certain Access Systems Services provide a function that allows you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, you are required to obtain consent from all parties to record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Access expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Access from and against any damages or liabilities of any kind related to your recording of any telephone conversations using the Services. If call recording is selected as an optional service, call recordings are retained for 6 months from the date of the original recorded call. An additional service may be added to retain calls for a maximum of 12 months; (g) Voice-to-Text and Text-to-Voice Limitations: Certain Access Services may provide a function that allows voicemails to be converted to text and vice versa. You understand and agree that Access's voice-to-text ("VTT") and text-to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages, respectively. You are solely responsible for checking the original message and verifying the accuracy of the message when using any and all VTT or TTV features. Access expressly disclaims all liability with respect to the conversion of voicemails to text or vice versa. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Access from and against any damages or liabilities of any kind related to your use of VTT or TTV features when using the Services; (h) Operator Assisted Calling, 311, 511, and other X11 Calling: The Service may not support 311, 411, 511, and/or other X11 calling (other than 911 as specified in this SOW) in one or more service areas.