Rural Connect PLUS (CBRS)

CCBA Agreement

• Rural Connect PLUS (CBRS)

Thank you for choosing the Carolina Community Broadband Alliance (“CCBA”) as your Internet Service provider. Our mission is to expand educational and economic opportunity by increasing access to affordable and fast internet in rural communities.

The following CCBA Internet Service Agreement is being provided to you following your acceptance of CCBA’s sales offer and confirmation of a particular level of service at a specified monthly price, which will be reflected on your invoice.

Your CCBA Internet Service Agreement (“Service Agreement”) includes this CCBA Customer Order Form, the CCBA General Terms and Conditions of Service (“General Terms”), the CCBA Service Level Agreement (the “SLA”), the CCBA Acceptable Use Policy (the “AUP”), and any schedules or additional provisions attached to your Customer Order Form or provided to you by CCBA now or at a later date. CCBA will install, and maintain the CCBA Services in accordance with the terms and conditions of the Service Agreement.

Please note the following regarding some of the terms used in your CCBA Customer Order Form and Service Agreement:

“Customer Order Form” means the form (whether paper or electronic, including online order forms), if any, by which you apply for or make changes to the CCBA Services.

“Customer Portal” refers to the electronic gateway designed to give current customers access to services and information needed to manage their account. The portal is a digital sharing mechanism and information center between the customer and CCBA. Customers of CCBA are required to use the customer portal to access monthly invoices and to maintain an autopay method to keep the account current.

“Demarcation Point” is the physical point at which CCBA’s network ends and the Customer’s private network begins. The demarcation point is CCBA’s Power over Ethernet connection installed at the Customer’s premise during service installation. CCBA technicians will install new wiring and/or verify acceptable signal levels at the demarcation point. Please note that, like any other utility service installation, the CCBA Services do not cover in-building wiring.

“CCBA Equipment” means any equipment or accessories you purchase or lease from us or those provided by us for use in any manner in connection with the CCBA Services.

“Fixed Wireless Internet Service” is subject to the Service Agreement. Customers must agree to all terms of service prior to installing and using Fixed Wireless Internet Service. Speeds are distance sensitive, and availability by address varies. Customers that subscribe to services may be provisioned in a range, including a minimum speed and a maximum speed. The expected speed range is disclosed at the time of sale and most accurately measured based upon a single, hard-wired connection to a single device. We strive to provision the line up to the maximum speed required to support the qualified and subscribed CCBA Services, but actual speed and performance may vary based on factors such as the condition of wiring inside a specific location; Customer proximity to equipment supporting the service; computer configuration; network or Internet congestion, particularly during peak hours very generally defined as 7p.m. – 11p.m. weeknights (peak hours may vary depending on the Customer location); number of users attempting to use or using the Fixed Wireless Internet Service at the same time; interference from foliage, terrain or weather, and the server speed of the websites accessed availability. We cannot guarantee speeds or uninterrupted error-free Service.

“Level of Bandwidth Service” represents an anticipated, theoretical speed of your connection, based upon the particular service ordered, the configured network design and engineering, and as measured over time. At any time, the particular observed speed may vary from the expected speed. However, CCBA manages its network to provide its customers an overall median speed consistent with the expected speed. CCBA provides non-dedicated (burstable) bandwidth service. The non-dedicated bandwidth level specified above is the speed customers can “burst” to (i.e., the cap). There are many factors that may impact the speed experienced by any particular internet user at any particular time.

“CCBA Services” refer to any services you have agreed to obtain from CCBA.

“Site Property” refers to the property address and structure(s) where the CCBA Service is being installed and connected.

“We,” “us,” “our,” “Company,” and “CCBA” refer to e-Polk, Inc. d/b/a Carolina Community Broadband Alliance.

“Wi-Fi Service” may be made available through a Customer-provided modem installed beyond the Demarcation Point and is not provided by or the responsibility of CCBA.

“You” and “Customer” means the person or entity that subscribes to the CCBA Services or purchases or leases the CCBA Equipment, and “User” means Customer and anyone who accesses or uses the CCBA Services and the CCBA Equipment provided to Customer.

Please note that you are responsible for obtaining any and all third-party approvals that may be necessary for the installation and provision of the CCBA Services. If you do not own the Site Property, you must obtain written approval from the owner of the Site Property that allows CCBA to install the required equipment and connections on, over, and through the Site Property. If you reside in an area with a Homeowner’s Association (“HOA”), you must obtain written approval from the HOA that allows CCBA to install the required equipment and connections on, over, and through the Site Property.

By electronically signing this Customer Order Form, you affirm and acknowledge that you have read, fully understand, and agree to be bound by the terms and conditions set out in the Service Agreement. Your signature also affirms and acknowledges that you have obtained written approvals from third parties, including without limitation, the Site Property owner and/or HOA, and that you accept all responsibility related to obtaining those approvals.

If the terms and conditions of the Service Agreement are acceptable to you, please sign this Customer Order Form electronically. The Service Agreement is effective as of the date of your signature.

CCBA SERVICE AGREEMENT –GENERAL TERMS AND CONDITIONS OF SERVICE

PLEASE READ THE FOLLOWING GENERAL TERMS AND CONDITIONS OF SERVICE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION, INCLUDING SECTION 11, WHICH LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

These General Terms and Conditions and Conditions of Service (the “General Terms”), along with the CCBA Customer Order Form, CCBA Service Level Agreement (“SLA”), CCBA Acceptable Use Policy (“AUP”), and any other Exhibits or Attachments hereto make up the entire CCBA Internet Service Agreement (“Service Agreement”) and set forth the conditions under which e-Polk, Inc. d/b/a Carolina Community Broadband Alliance (“CCBA”) will provide the CCBA Internet services (the “CCBA Services”) to you, the “Customer.”

1. Acceptance of the Service Agreement. By signing the Customer Order Form and/ or by utilizing the CCBA Services, Customer acknowledges that Customer has read and understands the entire Service Agreement, accepts the Service Agreement, and agrees to abide by its terms and conditions as they are presented and as they may be amended from time to time. If Customer does not accept the Service Agreement, Customer may not and should not utilize the CCBA Services. Please take the time to read the full Service Agreement carefully. The terms and conditions as set forth in the Service Agreement, including, without limitation, the General Terms, the SLA, the AUP, and any Exhibits or Attachments hereto, may be amended from time to time by CCBA by providing notice of such changes to Customer by email or other agreed-upon method or by means of a prominent notice on the CCBA website (www.CarolinaCBA.com) prior to the change becoming effective. Customer’s continued use of the CCBA Services after such notice shall constitute acceptance by Customer of such changed terms and conditions.

2. Required Approvals; Contingencies. CCBA’s provision of the CCBA Services shall be contingent and dependent upon CCBA receiving approval to use, and continuous access to, all required tower(s), equipment room(s), and property to provide the CCBA Services to Customer at Customer’s residence or place of business (the “Site”) as set forth and described in the Customer Order Form. If Customer owns the real property on which the Site is located (the “Site Property”), by entering into and accepting the terms of the Service Agreement, Customer hereby grants CCBA an easement on, over, and through the Site Property to install all required equipment and connections to provide CCBA Services to the Site. If Customer does not own the Site Property, Customer shall obtain any necessary written approvals from the owner of the Site Property that allows CCBA to install the required equipment and connections on, over, and through the Site Property to provide the CCBA Services to the Site. If Customer resides in an area with a Homeowner’s Association (“HOA”), Customer shall obtain any required written approvals from the HOA that allow CCBA to install the required equipment and connections on, over, and through the Site Property. By electronically signing the Customer Order Form, Customer affirms and acknowledges that Customer has obtained all required written approvals from the Site Property owner and/or HOA and that Customer accepts all responsibility related to obtaining those approvals.

3. CCBA Services and Fixed Wireless Internet Service; VoIP/911; Installation; Access; E-mail.

(a) CCBA Services. Subject to and in accordance with the terms and conditions of this Service Agreement, CCBA will provide the CCBA Services to Customer at the Site.

(b) Fixed Wireless Internet Service. The CCBA Services may include “Fixed Wireless Internet Service” (and/or “Fixed Wireless Internet”), which refers to CCBA’s wireless high-speed broadband internet access service.

(i) Speed. Any Fixed Wireless Internet Service speeds set forth in the Customer Order Form are subject to the limitations described in Section (b)(v) below.

(ii) IP Addresses. Static IP addresses are not used or available as part of the Fixed Wireless Internet Service. Services such as Web hosting, or hosted services such as camera, gaming server, etc. that require static IP address are not supported by Fixed Wireless Internet.

(iii) Service Requirements. To qualify for Fixed Wireless Internet Service, Customer must reside in an area where CCBA provides Fixed Wireless Internet Service. Fixed Wireless Internet requires an outdoor antenna that is professionally mounted on or near the exterior of Customer’s service location.

(iv) Changing Fixed Wireless Internet Service Location. Customer may not use the Fixed Wireless Internet Service or move any of the CCBA Equipment to any site, location or address other than the Site . The Service Agreement applies ONLY to the Site stipulated on the Customer Order Form. If Customer moves to a new site at which Fixed Wireless Internet Service is available, Customer must terminate the Fixed Wireless Internet Services for the Site and place a request for new service through the CCBA Customer Portal.

(v) Service Availability and Limitations.

(A) Fixed Wireless Internet Service will not be available in all areas at all times. Many factors can affect the availability and quality of the Fixed Wireless Internet Service, including, but not limited to, capacity limitations such as network capacity, terrain, buildings, foliage, and weather. Fixed Wireless Internet Service is delivered via distribution sites in CCBA’s wireless network. Each distribution site can support only a limited number of subscribers. These capacity limitations may mean that Fixed Wireless Internet may be identified as available at the time of ordering but may not prove to be available at the time scheduled for installation.

(B) Fixed Wireless Internet Service is not compatible with analog services, including, but not limited to, wireless messaging services, alarm and security systems, fax machines, medical alert and monitoring services, credit card machines, IP/PBX Phone systems, or dial-up Internet. Fixed Wireless Internet Service may not be compatible with DVR/Satellite systems; Customer should check with Customer’s DVR/Satellite service provider. Public IP addresses are not used or available through Fixed Wireless Internet Service. Services like Web hosting, or hosted services, such as cameras, gaming systems, peer-to-peer file sharing, etc., that require a public IP address are not supported by the Fixed Wireless Internet Service.

(C) Fixed Wireless Internet Service may be interrupted, delayed, or otherwise limited for a variety of reasons, including environmental conditions, unavailability of radio frequency channels, system capacity, network management, priority access by National Security and Emergency Preparedness personnel in the event of a disaster or emergency, coordination with other systems, equipment modifications and repairs, and problems with the facilities of interconnecting carriers.

(D) Fixed Wireless Internet Service is also subject to the following service limitations and/or Capacity Limitations:

· Proximity of antennas;

· Distribution Site outage;

· Maintenance work at a distribution site;

· Use of capacity due to high number of users simultaneously using data intensive applications;

· Damage to the Outdoor Antenna or cables;

· Rotation of Outdoor Antenna from the optimum bearing;

· Blockage of the signal between premise antenna and the distribution site (caused by artificial objects - building, barn, etc.);

· Tampering with Outdoor Antenna, CCBA equipment, or anything on the Customer side of the service demarcation point; and

· Power outage.

(c) Voice over Internet Protocol (VoIP) / 911. Voice over Internet Protocol (“VoIP”) services are not provided by CCBA. While VoIP services may be installed by Customer and can be used from virtually any internet connection anywhere, there are still challenges for the emergency services community in determining the location from which a 911 call has originated. Customer should be aware that:

· VoIP 911 calls may not connect to the 911 call center serving the current Customer location or may improperly ring to the administrative line of the 911 call center, which may not be staffed after hours or by trained 911 operators.

· VoIP 911 calls may correctly connect to the 911 call center but not automatically transmit the caller's phone number and/or location information.

· VoIP customers may need to provide location or other information to their VoIP providers, and update this information each time they change locations for their VoIP 911 service to function properly.

· VoIP service may not work during a power outage or when the internet connection fails or becomes overloaded.

(d) Installation. CCBA will perform all connections and provide all of the equipment required to provide the CCBA Services to Customer’s site (“Service Demarcation Point”) but will not install or configure Customer-provided equipment. Any wireless or wired networking beyond the Service Demarcation Point is not included in the CCBA Services.

(e) Access. Customer should be present at the service location Site during installation. Installation will be performed by CCBA, its agent or contractor. After installation and during the term of the Service Agreement, Customer will provide CCBA with reasonable access to the Site and the Site Property to inspect, repair and maintain CCBA connections and equipment.

(f) Exclusions; E-mail addresses. The Service Agreement does not cover, and CCBA does not provide any electrical wiring, CAT 5/6 wiring, jacks, routers, switches, voice services, phones, or cameras. CCBA does not provide email addresses. It is Customer’s responsibility to provide Customer’s own domain name. Email addresses provided by another internet service provider (e.g., Charter Spectrum, Windstream, Vyve/Northland, AT&T/BellSouth) may not work with CCBA’s internet service.

4. Ownership; CCBA Assets and Services. All equipment provided by CCBA shall remain the sole and exclusive property of CCBA. No use of the CCBA network, including, without limitation, any cables or equipment related thereto (the “CCBA Equipment”), the CCBA Services and/or any other CCBA services (collectively, the “CCBA Assets and Services”) under the terms of the Service Agreement will create or vest in Customer any ownership right or perpetual right of use in any of the CCBA Assets and Services.

5. CCBA Support and Maintenance. CCBA will provide customer support and maintenance for the CCBA Assets and Services described in the Customer Order Form and/or installed by CCBA to facilitate the Customer Order in accordance with the standards described in the SLA then in effect (and found at www.CarolinaCBA.com). If Customer requests an on-site service call and CCBA determines in its sole discretion that the problem is on the Customer side of the CCBA Service Demarcation Point, Customer agrees to pay for the service call.

6. Customer’s Obligations.

(a) Fees and Payments.

(i) Deposits; Fees. Customer is obligated to pay the deposits, fees and monthly fees for the CCBA Services as provided on the Customer Order Form. In the event that Customer is obligated to make any deposits, deposits must be received before installation is scheduled and will appear as an account credit on Customer’s first invoice. CCBA will prorate the Customer’s first month of fees for the CCBA Services to the end of the month in which the CCBA Services are installed. At the time of installation, Customer is obligated to pay applicable installation fees and the prorated first month’s fees, as set forth on the CCBA Customer Order Form.

(ii) Invoicing and Payments. Autopay via the Customer Portal is required for monthly service invoices. Customer will pay a prorated amount at installation for the remainder of the calendar month. On the first day of each subsequent service month, CCBA will send Customer an invoice (reflecting the monthly service period being invoiced). The payment will be automatically processed on the same day, unless the Customer has selected another payment day on the Customer Portal (between the 1st and 15th of the service month). Any invoice disputes must be submitted in writing through the Customer Portal within ten (10) days of the invoice date.

(iii) Failure to Pay; Suspension of Service; Reconnection Fees. Customer will have until the 15th of the service month to make payment. Late fees will apply on the 16th of the service month and service will be disconnected for nonpayment on the 20th of the service month. If Customer wants to be reconnected, a reconnect fee will be charged. CCBA will charge service fees for all bank card or charge card ‘charge backs,’ and Customer agrees to reimburse CCBA for such bank service fees within 5 days of CCBA’s notification to the Customer of such charge.

(b) Use of the CCBA Services. As a condition of the Service Agreement, Customer agrees to use the CCBA Services in accordance with the terms and conditions of this Service Agreement (including, without limitation, the AUP) and represents and warrants that Customer will comply with all of the duties and obligations imposed on a “Customer” thereunder. (The AUP in effect as of the date of the Customer Order Form is included with these General Terms. The most current AUP is also posted at the CCBA website at www.CarolinaCBA.com.) Customer understands that CCBA has the right to enforce these terms and conditions and the AUP at its sole discretion. In the event of a violation, CCBA may, singly or in any combination, issue a warning, suspend or terminate the CCBA Services. CCBA has no obligation to notify Customer prior to taking any such actions. CCBA reserves the right, but has no obligation, to monitor compliance with and investigate violations of the Service Agreement (including, without limitation, the AUP), including but not limited to monitoring publicly posted content, gathering information from Customer and other users, and examining material on CCBA’s network. Customer agrees CCBA shall not be liable to Customer for any of its actions taken to enforce this Service Agreement.

(c) Installation. Customer is responsible for providing, installing, maintaining, and repairing the Customer Network. (The “Customer Network” is defined as being 100% of the equipment, cabling and all other portions of the network that is located on the Customer-side of the CCBA Service Demarcation Point.)

(d) Customer Information and Registration Data; Privacy. All information that Customer provides to CCBA must be accurate, including name, address, credit card or debit card numbers and expiration dates, bank account information or any payment information (“Registration Data”). Customer represents and warrants that Customer’s correct Registration Data is set forth on the Customer Order Form and the ordering information provided by Customer. Customer is responsible for keeping all Registration Data accurate and must promptly provide any changes to CCBA. CCBA will not disclose Customer billing data without first receiving written approval from Customer.

(e) Assignment or sharing of the CCBA Services. Customer may not resell, share, redistribute, sublicense or otherwise distribute the CCBA Services or any portion thereof to any third party without the prior written consent of CCBA. Customer shall not, in any capacity whatsoever, use the CCBA Services to participate or engage directly or indirectly in providing high-speed internet services, broadband access services, Wi- Fi, or networking services to the public through any means whatsoever.

(f) Advertising. Customer grants CCBA the right to (1) place an advertising sign (18” x 24”) on the Site for a period of thirty (30) days after installation is completed, and (2) use any Customer-provided testimonial(s) in CCBA advertising.

(g) Return of CCBA Equipment. Within thirty (30) calendar days after termination or expiration of this Service Agreement or disconnection of the CCBA Services, Customer shall return any and all CCBA Equipment supplied and owned by CCBA to CCBA in good and working condition to avoid additional charges. If such CCBA Equipment is not returned to CCBA in good and working condition within thirty (30) calendar days after termination or expiration of this Service Agreement or the disconnection of the CCBA Services, then CCBA shall have the right to charge Customer up to $400 for such CCBA Equipment and Customer agrees to pay such charge, plus any required collection costs (including, without limitation, attorney fees and court costs).

(h) Disclosure of Pricing. Customer agrees not to disclose to the public (and to keep confidential) the pricing, discount amounts and all other terms and conditions included in the Customer Order Form without the express, written approval of CCBA.

7. Customer’s Warranties, Representations and Indemnifications.

(a) Warranties and Representations. Customer warrants and represents that:

(i) if Customer is an individual, Customer is at least eighteen (18) years of age, and if Customer is a business entity, that the person executing this Service Agreement on behalf of Customer is Customer’s duly authorized representative;

(ii) Customer will not use the CCBA Services in a manner that physically or electronically interferes in any way with, or otherwise adversely affects, the CCBA network or the use of any of the CCBA Assets and Services; and

(iii) Customer’s use of the CCBA Services will be in compliance with all applicable federal, state and local laws and regulations and the terms of the AUP.

(b) Customer Indemnifications.

(i) Indemnification. Customer will indemnify and hold harmless and hereby releases CCBA, its affiliates, agents and contractors and each of their respective officers, directors, trustees, employees, advisers, agents and other personnel (together the “CCBA Indemnified Entities”) from and against any Claim (as defined below) arising out of or in connection with:

(i) the use of, or any provision of services involving the use of, the CCBA Assets and Services by Customer and/or the Customer End Users (as defined below);

(ii) the negligence, gross negligence, willful misconduct of Customer and/or the Customer End Users; or

(iii) the breach, default, or failure to adhere to the terms and conditions of this Service Agreement by Customer and/or the Customer End Users.

A “Claim” is any liability, loss, damage, claim or cause of action of any kind or nature (including, without limitation, damage to property and injury to or death of persons), whether actual or alleged, or payment to any person in compromise or settlement, whether or not liability has been shown or can be known, and any expenses connected therewith, including, without limitation, reasonable litigation expenses and reasonable attorney fees, and expenses incurred in enforcing this indemnity provision together with interest.(iv) Claims by Customer End Users. Notwithstanding anything to the contrary herein, Customer hereby releases and agrees to indemnify the CCBA Indemnified Entities from and against all Claims by any person or entity using (whether lawfully or not), or entitled to use the CCBA Assets and Services provided to Customer hereunder (a “Customer End User”), arising out of any loss or damage to the CCBA Assets and Services, or any inability of such Customer End User to use or receive the CCBA Services being provided by CCBA to Customer hereunder.

(c) No Liens. Customer will not create or suffer, and will promptly discharge at its expense, any lien, claim, right, encumbrance, security interest, or charge on any part of the CCBA Assets and Services (including, without limitation, the CCBA Equipment) created by Customer or claimed to have been furnished at the Customer’s direction by any person other than CCBA and its affiliates (“Liens”). Customer shall indemnify, defend, and hold CCBA harmless from and against any and all Claims arising out of or in any way related to any Liens or otherwise arising out of the use of the CCBA Services by Customer hereunder.

8. Disclaimer of Warranty; Limitation of Liability.

(a) Disclaimer of Warranty. CCBA MAKES NO WARRANTY AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE CCBA ASSETS AND SERVICES PROVIDED HEREUNDER.

(b) Limitation of Liability. CCBA will not be liable to Customer for any special, incidental, indirect, punitive or consequential damages or loss of use, lost revenues or lost profits, whether occasioned by any construction, reconstruction, relocation, repair or maintenance or otherwise, foreseeable or unforeseeable, arising out of the Service Agreement or the performance or non-performance thereof, even if Customer or any of its affiliates has been informed of the possibility of such damages. CCBA’s entire liability and Customer’s exclusive remedy with respect to the use of the CCBA Services or any breach by CCBA of any obligation CCBA may have under the Service Agreement or applicable law, shall be Customer’s ability to terminate the service or to obtain the replacement or repair of any defective equipment provided by CCBA. In no event shall CCBA’s liability to customer for any claim arising out of the Service Agreement exceed the recurring monthly amount paid by Customer during the preceding monthly period. This Section shall survive the termination of the Service Agreement.

(c) Interruption of Service. Notwithstanding anything to the contrary herein and other than with respect to the service credits provided through the SLA, CCBA will not be liable to Customer for the content of any data carried or transmitted over the CCBA network or the CCBA fiber, or from any interruption of the CCBA Services (including but not limited to any downtime of Customer’s operations or Customer Network) or for interference with the Customer Network, incurred by Customer or any Customer End User as the result of any interruption of service or breach or partial breach of this Service Agreement.

9. Term and Termination; Changes in Service and Pricing.

(a) Term. The term of the Service Agreement shall commence on the date of installation and shall run and continue thereafter on a month-to-month basis, unless otherwise terminated as provided herein.

(b) Termination by CCBA. CCBA shall have the right at any time to terminate this Service Agreement and/or terminate, discontinue or suspend any of the CCBA Services provided hereunder if:

(i) CCBA does not maintain or loses any regulatory, governmental or other rights or approvals required in order to provide any of the CCBA Services (including, without limitation, any required licenses, easements, leases, certificates, permits, pole attachment rights, equipment room rights or other rights or authority of any kind whatsoever);(ii) an act or event beyond the reasonable control of CCBA (including, without limitation, a Force Majeure event, as defined below), makes it impossible for CCBA to provide any of the CCBA Services;(iii) CCBA no longer provides the CCBA Services being provided under this Service Agreement in Customer’s location and/or at the Site;(iv) Customer fails to pay any amount due under this Service Agreement after receiving notice from CCBA that such amount is delinquent; or(v) Customer breaches any other material obligation under this Service Agreement and fails to cure such breach within 15 days after CCBA provides Customer written notice of such breach. In such event, CCBA shall have no obligation and shall not be liable for any inability to provide the CCBA Services or perform its executory obligations hereunder and CCBA may also pursue any other legal remedies it deems appropriate.

(c) Termination by Customer. Customer may downgrade, cancel or terminate the CCBA Services by contacting the CCBA Customer Service Department at least thirty (30) days in advance of the requested date of cancellation. Cancellation will take effect as of the date on which CCBA schedules and completes the disconnection of the CCBA Services. Customer will be obligated and agrees to pay the full monthly charge for the month in which the termination became effective.

(d) Adjustments in Service and Pricing. In addition to CCBA’s rights of termination as provided in this Service Agreement, CCBA may, for any reason and at any time upon 30 days’ notice to Customer:

(i) modify and/or adjust the CCBA Services (including, without limitation, the bandwidth service);

(ii) adjust the monthly price for bandwidth service; and

(iii) adjust pricing for any other CCBA Services.

CCBA will provide Customer with notice of any such changes via the contact information provided by Customer, and Customer’s continued use of the CCBA Services after the effective date of any such change shall be considered Customer’s acknowledgement and acceptance of such change.

10. Customer Inquiries. If Customer has a question or complaint regarding any aspect of the CCBA Services, we encourage Customer to contact our Customer Service Department.

11. Dispute Resolution; Governing Law; Jurisdiction. Subject to the “Exclusions” subsection below, the parties agree to the following out-of-court alternate dispute resolution procedures to be followed in the event that a controversy or dispute arises out of or relating to this Service Agreement and the parties cannot resolve that dispute through negotiation within thirty (30) days of the date the dispute arose. Notwithstanding the foregoing, either party may at any time bring an individual action on any matter or subject in the small claims court division of the District Court for Polk County, North Carolina.

(a) Mediation. After thirty (30) days from the date the dispute arose, either party to the dispute may promptly submit to the other party a notice of intent to mediate. This notice shall be in writing and shall specify the issue(s) in dispute. The parties agree to jointly select a mediator. If the parties cannot agree on the choice of a mediator within 10 days from the date of the notice of intent to mediate, then, upon application by the parties, a mediator will be selected from or referred by the staff at The Mediation Center - Western North Carolina, 40 N French Broad Ave. Asheville, North Carolina. The mediator is free to caucus with the parties individually, as they see fit to improve the chances of a mediated settlement. Any confidential information revealed to the mediator by one party during such caucusing may only be disclosed to the other party with the former party’s express permission. All information exchanged during this mediation shall be regarded as “without prejudice” communications for the purpose of settlement negotiations and shall be treated as confidential by the parties and their representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or nondiscoverable by virtue of its use during the mediation. Mediation shall be held in Tryon, NC or other location agreeable to both parties within fifteen (15) days of the appointment of the third-party mediator or as soon thereafter as feasible. It is agreed that the mediator will neither represent nor testify on behalf of any of the parties in any subsequent legal proceeding between the parties or where they are opposed in interest. It is further agreed that the personal notes and written opinions of the mediator made in relation to this mediation are confidential and may not be used in any subsequent proceeding between the parties or where they are opposed in interest.

(b) Arbitration. The parties hereby mutually agree that if there are one or more disputed items that remain unresolved at the end of mediation or if either party should choose to terminate mediation, the parties will proceed with binding arbitration for any unresolved items in accordance with the provisions of the North Carolina General Statutes, Chapter 1, Civil Procedure - Article 45C, Revised Uniform Arbitration Act. If the parties can agree on a single arbiter within thirty (30) days of the initiation of arbitration, the arbitration may be conducted by a sole arbiter. If not, each party will select an area arbiter and the two selected arbiters will determine a third arbiter. Arbitration shall be held in Tryon, NC or other location agreeable to both parties within fifteen (15) days of the appointment of the third-party arbiter(s) or as soon thereafter as feasible.

(c) Fees. The parties hereto agree that they will each be responsible for the costs of their own legal counsel, personal travel, and personal expenses. Fees and expenses of the mediator or arbiter and all administrative costs of the mediation and/or arbitration services, such as travel or the cost of a meeting room, shall be borne equally by the parties.

(d) Exclusions. The parties agree that the following claims or disputes shall not be subject to mediation or arbitration:

(i) any individual action brought by Customer or by CCBA on any matter or subject that is within the jurisdiction of a court (as provided below) that is limited to adjudicating small claims;

(ii) any dispute over the validity of any party’s intellectual property rights; or

(iii) any dispute related to or arising from allegations associated with unauthorized use or receipt of the CCBA Services. Notwithstanding anything to the contrary herein, either party may seek from a court (as provided below) any interim or provisional relief that may be necessary to protect the rights or property of such party pending resolution of the merits of any dispute through direct discussions, mediation or arbitration as set forth hereinabove.

(e) Governing Law; Jurisdiction. This Service Agreement shall be governed by the laws of the State of North Carolina without regard to its conflict of laws principles. Customer hereby consents to the exclusive jurisdiction of, and venue in, the state courts located in the Polk County, North Carolina, and in the federal district court for the Western District of North Carolina with respect to any and all disputes arising out of this Service Agreement that may be litigated in court.

12. Miscellaneous.

(a) Entire Agreement. This Service Agreement sets forth and contains the entire agreement of the parties relating to the subject matter hereof and there are no representations, inducements, or other provisions other than those expressed in this Service Agreement. This Service Agreement supersedes all prior or contemporaneous understandings or agreements concerning the subject matter hereof.

(b) Assignment; Transfer of CCBA Services. This Service Agreement and Customer’s rights and obligations under this Service Agreement may not be assigned by Customer in whole or in part without CCBA’s prior written consent. The CCBA Services are provided solely to the Site designated by Customer. Customer may not transfer the CCBA Services to another location without CCBA’s prior written consent (even if Customer moves or changes location).

(c) Changes to Service Agreement. CCBA may change this Service Agreement (including these General Terms, the SLA, and the AUP by providing notice of such changes to Customer using the contact information provided by Customer. Customer’s continued use of the CCBA Services after the effective date of any such change shall be considered Customer’s acknowledgment and acceptance of the changes, and the most recent version of these General Terms, the SLA and the AUP will control Customer’s relationship with CCBA and CCBA’s provision of Services to Customer.

(d) Waiver. If CCBA fails, at any time, to enforce any right or remedy available to it under this Service Agreement, that failure will not be construed to be a waiver of the right or remedy with respect to that or any other breach or failure by Customer. Any waiver must be in writing and signed by CCBA.

(e) Force Majeure. As used herein, the term “Force Majeure” shall mean severe unusual weather, an act of God, fire, lockout, strike (or other labor dispute), riot, act of terrorism, government action or inaction, widespread illnesses or pandemic (e.g., COVID-19), failure of performance by a common carrier, failure of performance by a public utility, vandalism, or failure of performance by an entity providing prerequisite services related to the provision of services under this Service Agreement. If CCBA is rendered wholly or partly unable to perform any of its obligations under this Service Agreement because of an event of Force Majeure, then CCBA will not be liable for any damages, costs, expenses or other consequences incurred by Customer caused by such event and will be relieved of its obligations hereunder to the extent affected by the event of Force Majeure during the continuation of such event. CCBA shall have no liability to any party to the extent of any failure to perform its obligations hereunder for any equipment failure(s) not due to the direct action or inaction of CCBA.

(f) Relationship of the Parties. Nothing contained in the Service Agreement shall be deemed to constitute a partnership or agency agreement between CCBA and Customer for any purposes, including but not limited to, federal income tax purposes.

(g) Severability. All rights and restrictions herein apply only to the extent they do not violate applicable law and are limited to the extent necessary to be enforceable. The provisions of the Service Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof.

(h) Cumulative Remedies. All rights and remedies in this Service Agreement are cumulative, and the exercise of any right or remedy should not be construed as an election of remedies and preclude the right to exercise any other right or remedy.

(i) Construction. Headings at the beginning of any Section, subsection, or subpart are solely for the convenience of the parties and are not a part of, and shall not be used to interpret, the Service Agreement. The Service Agreement shall not be construed as if it had been prepared by one of the parties. References to Sections include all subparts and subsections of the referenced Section. All Exhibits referred to in this Service Agreement are attached and/or incorporated by this reference.

(j) Third Parties. Nothing contained herein, express or implied, is intended to confer upon any person, other than the parties hereto, the CCBA Indemnified Parties, and each of their permitted successors and assigns, any rights or remedies under or by reason of this Service Agreement.

(k) Counterparts and Execution. The Customer Order Form (and this Service Agreement) may be executed in counterparts, each of which shall be deemed an original and, taken together, shall constitute one and the same instrument. Execution of a facsimile or other electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature.

(l) Survival. The provisions of Sections 4, 6 (a)(iii), 6(g), 7, 8, 9, 11, and 12 of these General Terms, as well as all representations, warranties, indemnifications, and limitations of liability, and any other provisions of the Service Agreement to be performed after such expiration or termination, shall survive the expiration or termination of the Service Agreement regardless of cause.

(m) Order of Precedence. To the extent that the terms of any Customer Order Form are inconsistent with the terms and conditions of the General Terms, the General Terms shall control. CCBA Service Level Agreement

1. Service Levels Installation: CCBA will exercise commercially reasonable efforts to install any CCBA service on or before the proposed installation date. This installation service level does not apply to Customer Orders that contain incorrect information supplied by Customer or Customer Orders that are altered at Customer’s request after submission and acceptance by CCBA Network Availability: Fixed Wireless Internet Service will not be available in all areas at all times. Many factors can affect the availability and quality of the Fixed Wireless Internet Service, including, but not limited to, capacity limitations such as network capacity, terrain, buildings, foliage, and weather. Fixed Wireless Internet Service is delivered via a distribution site in CCBA's wireless network. Each distribution site can support only a limited number of subscribers. These capacity limitations may mean that Fixed Wireless Internet may be identified as available at the time of ordering but may not prove to be available at the time scheduled for installation. When the per occurrence downtime is greater than 24 hours, Customer may contact CCBA Customer Service to inquire about an adjustment to their billing. Network downtime will exist when Customer is unable to transmit or receive data over the CCBA network. Network downtime is measured from the time the CCBA Operations Director becomes aware of the downtime to the time Customer can again transmit and receive data. Support/Maintenance/Repair: Demarcation The demarcation point is the physical point at which CCBA's network ends and the Customer's private network begins. The demarcation point is CCBA’s Power over Ethernet connection installed at the Customer’s premise during service installation. Scheduled Maintenance When possible, CCBA or designee will provide five (5) business days’ notice of any scheduled network maintenance activities. Support/Monitoring CCBA or a partner designee will monitor the CCBA network 24/7/365. Customer may request maintenance support for CCBA equipment installed prior to the demarcation point by sending a maintenance request to CCBA through the Customer Portal.

2. Customer Responsibilities The Customer is responsible for installation, maintenance, and repair of all cabling and equipment beyond the CCBA demarcation point as well as any outage caused by Customer cabling or equipment, including the Customer-owned router.

3. Excused Outages CCBA will not be responsible for outages caused by Customer neglect, equipment or cabling not owned or controlled by CCBA, catastrophic damages, or instances of Force Majeure.

4. Limits of Liability CCBA’s total maximum liability per event is equivalent to one month’s recurring cost for the CCBA service.

CCBA Acceptable Use Policy

1. Customer and Customer’s employees, faculty, patrons, students, visitors, or any other person that is granted access to Customer’s facilities or services (referred to collectively as “Users”) shall avoid unnecessary network traffic and interference with other Users.

2. Customer and their Users shall not use the Service for any unlawful purpose. Without limiting the foregoing, Customer shall not permit its users to use the Services in violation of laws relating to copyright, trademark or libel/slander. Customer shall be liable and responsible for any and all liabilities, duties and obligations arising out of (i) any violation of such laws and (ii) any third party claims of infringement in connection with Customer’s and its Users use of the Service.

3. Unsolicited advertising by Customer or Customer’s Users is strictly forbidden. For the purpose of this Policy, “unsolicited advertising” includes any transmission that describes goods or services and that is initiated by a vendor, provider, retailer, reseller, distributor or manufacturer of the described goods or services, or by a third party retained by, affiliated with, or related to the vendor, provider, retailer, reseller, distributor or manufacturer, or that meets the definition of any federal or relevant state law concerning unsolicited advertising sometimes referred to as “SPAM.” This prohibition does not include either

(i) discussions of a product or service’s relative advantages and disadvantages by users of those products or services (unless the user is also the vendor, provider, retailer, reseller, distributor or manufacturer, or related to or affiliated with the vendor, provider, retailer, reseller, distributor or manufacturer),

(ii) responses to questions, but only if such responses are direct replies to those who inquired via electronic mail,

(iii) mailings to individuals or entities on a mailing list so long as the individual or entity voluntarily placed his/her or its name on the mailing list, or (iv) exceptions recognized by federal or relevant state law.

4. Any other type of mass mailing by Customer or Customer’s Users resulting in unsolicited advertising or network spamming is strictly forbidden.

5. Neither Customer nor Customer’s Users shall use the Services to stalk others, post, transmit, or originate any unlawful, threatening, abusive, fraudulent, hateful, defamatory, obscene, or pornographic communication, or any communication where the message, or its transmission or distribution, would constitute or would encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law.

6. Neither Customer nor Customer’s Users shall access or attempt to gain access to any other User’s or non-User’s account or to any nonpublic or restricted portions of the network. Also, neither Customer nor Customer’s Users shall intercept or attempt to intercept data transmissions of any kind.