Terms & Conditions

POTSolve MASTER SERVICE AGREEMENT

This Principal Master Service Agreement (“Agreement”) is made and entered into effective as of the date
the order is completed (“Effective Date”) between Connected Solutions Group, LLC, a Virginia limited
liability company (“CSG”) and you (“Customer”). CSG and Customer may be referred to in this
Agreement individually as a “Party” and together as the “Parties.” For valuable consideration, the receipt
and adequacy of which is acknowledged, the parties agree as follows

1. Definitions. For the purposes of this Agreement, the following terms have the following
meanings:

a. “Background Technology” means all tools, programs, designs, processes, formulas,
techniques, improvements, inventions, works of authorship, software, data, know-how,
ideas, methodologies, specifications, code libraries, algorithms, protocols, routines,
subroutines, network systems, machine learning models, Trade Secrets (defined below),
and other technology which are: (a) created, developed, owned, or licensed by CSG prior
to the Effective Date of this Agreement; (b) are created, developed, owned, or licensed by
CSG during the term of this Agreement; (c) which have general applicability to CSG’s
business and which are not based on any Customer Confidential Information; or (d)
modifications of or derivatives to any of the foregoing.

b. “Customer Data” means all data, information, images, and other content provided to CSG
or its contractors by or for Customer in connection with Customer’s use of the Services,
and all data, information, images, and other content received by or for Customer from
Customer’s use of the Services.

c. “Confidential Information” means all information disclosed by one Party (“Disclosing
Party”) to the other Party (“Receiving Party”) regarding the business of the Disclosing
Party and its suppliers, including technical, marketing, financial, employee, planning,
samples, schematics, prototypes, and other confidential or proprietary information in any
form or medium (e.g., written, verbal, electronic, visual) that, for any of the above: (a)
has been identified by the Disclosing Party as “Confidential” or “Proprietary”; or (b)
should reasonably be understood to be confidential to the Disclosing Party based on the
nature of the information or the circumstances of its disclosure. Confidential Information
does not include information that the Receiving Party can demonstrate by documentation:
(i) was already known to the Receiving Party without restriction on use or disclosure
prior to receipt of such information directly or indirectly from or on behalf of the
Disclosing Party; (ii) was or is independently developed by the Receiving Party without
use of any of the Disclosing Party’s Confidential Information; (iii) was or becomes
generally known by the public other than by breach of this Agreement by, or other
wrongful act of, the Receiving Party or any of its representatives; or (iv) was received by
the Receiving Party from a third party who was not, at the time of such disclosure, under
any obligation to the Disclosing Party or any other person to maintain the confidentiality
of such information.

d. “Intellectual Property Rights” means all or any of the following: (a) patents, patent
disclosures, and inventions (whether patentable or not); (b) trademarks, service marks,
trade dress, trade names, logos, corporate names, and domain names, together with all of
the goodwill associated therewith; (c) copyrights and copyrightable works (including
computer programs), mask works, and rights in data and databases; (d) Trade Secrets,
know-how, and similar Confidential Information; and (e) all other intellectual property
rights, in each case whether registered or unregistered and including all applications for,
and renewals or extensions of, such rights, and all similar or equivalent rights or forms of
protection provided by applicable law in any jurisdiction throughout the world.

e. “Services” means any of the services CSG is required to or otherwise does provide under
this Agreement, as more fully described in this Agreement or as agreed to by the Parties
in writing from time to time pursuant to the terms of this Agreement.

f. “Trade Secret” means information including a formula, pattern, compilation program,
device product, method, technique, protocol, or process that is used or may be used in
business or for any commercial advantage that: (a) derives independent economic value,
actual or potential, from not being generally known to the public or to the persons who
can obtain economic value from its disclosure or use; (b) is the subject of reasonable
effort to prevent it from becoming so generally known; and (c) the disclosure of which
would result in harm or improper benefit.

g. “ETF” Early termination Fee payable by Customer if this Agreement is terminated before
its Term has expired.

h. “DID” Direct Inward Dial a dedicated line or phone number.

2. Engagement.
The Customer hereby engages CSG, and CSG hereby accepts such engagement, to
provide Services related thereto as set forth in the below statement of work (“Statement
of Work” or “SOW”). Any SOW is incorporated into and subject to the terms and
conditions of this Agreement. Acceptance of this Agreement and the SOW are binding.
To the extent there is a conflict between the terms of this Agreement and any SOW, the
terms of this Agreement will control unless specifically stated otherwise in the Statement
of Work.

3. Fees and Invoices.

a. Fees. The Customer will pay the fees as set forth in the corresponding SOW or Sales
Order.

b. Invoices. CSG will invoice Customer for the Services on a periodic basis or as set forth in
the SOW. Unless otherwise set forth the SOW, all invoices are due within 30 days of the
relevant invoice date.

4. Term and Termination.

a. Term. The term of this Agreement commences on the Effective Date, and unless this
Agreement is terminated early pursuant to any of the express provisions set forth within
this section 4, will continue in effect for thirty (36) months. If the Parties execute any
SOW at a date following the termination or expiration of this Agreement, this Agreement
will then continue to govern such SOW.

b. Termination without Cause. Either Party may terminate this Agreement or any SOW at
any time, upon 30 days’ written notice to the other Party unless the SOW specifically
indicates otherwise, in which case such SOW shall continue in full force and shall be
subject to the terms of this Agreement until it expires or is terminated pursuant to its
terms. If Customer terminates early before the full term, in accordance with this section 4
letter b Customer shall pay CSG the remaining months within thirty (30) days as an Early
Termination Fee (“ETF”)

c. Termination with Cause. If either Party breaches a provision of this Agreement, the other
Party may immediately terminate this Agreement at any time upon written notice to the
other Party where such breach has continued for 30 days after the non-breaching Party
provided written notice to the breaching Party of such breach. For the avoidance of doubt,
Customer’s failure to pay the fees due under the SOW to CSG within 10 days following
the applicable due date will constitute a material breach of this Agreement. If Customer
breaches this Agreement and CSG terminates prior to the expiration of the term Customer
shall pay CSG a ETF for the remaining months within thirty (30) days.

d. Effect of Termination. The termination or expiration of a single SOW shall not cause the
automatic termination of any other SOW. Upon termination of this Agreement or the
SOW, CSG shall issue its invoice in relation to any fees or consideration due for Services
provided to Customer by CSG leading up to and through the termination of the SOW in
accordance with its terms, and Customer shall make payment to CSG within 30 days of
the date of such invoice. If payments under the SOW are milestone-based, CSG’s invoice
will include amounts for work performed by CSG toward such milestones prior to
termination.

e. Survival. The following sections and any remedies applicable to this Agreement shall
survive termination or expiration for any reason: 3, 5, 6, 9, 10, 11, 12,13, and any
payment obligations incurred prior to the expiration or termination of this Agreement.

5. Confidential Information.

a. Non-Use and non-disclosure. The Parties agree not to use any Confidential Information
of the Disclosing Party for any purpose except in connection with this Agreement. The
Parties agree not to disclose any Confidential Information of the other Party to third
parties or to their employees or representatives, except to those employees or
representatives who reasonably should have access to such information for the Party’s
performance in connection with this Agreement and who are bound by confidentiality
obligations at least as protective of the Confidential Information as this Agreement. The
Parties shall not reverse engineer, disassemble, or decompile any prototypes, software or
other tangible objects that embody the other Party’s Confidential Information.

b. Duration of Confidentiality Obligations. For Confidential Information that does concern,
involve, relate, or pertain to a Trade Secret, the obligations of the Receiving Party
hereunder shall commence as of the Effective Date and survive until such time as such
Confidential Information no longer qualifies as a Trade Secret through no action or
inaction of the Receiving Party. For Confidential Information that does not concern,
involve, relate, or pertain to a Trade Secret, the obligations of the Receiving Party
hereunder shall commence as of the Effective Date and survive for 2 years after the
expiration or termination of this Agreement.

c. Exceptions. Notwithstanding the foregoing, the Receiving Party shall not be in violation
of this Section with regard to a disclosure of Confidential Information that (a) was in
response to an order or subpoena of a court, agency, or tribunal of competent jurisdiction,
or pursuant to any applicable law or regulation, provided that the Receiving Party
provides the Disclosing Party with prior written notice of such disclosure to the extent
reasonably practicable and legally permissible in order to permit the Disclosing Party to
seek confidential treatment of such information and/or (b) was disclosed to its
professional advisors on terms such that the professional advisors accept such
information under a duty of confidentiality no less stringent than the Receiving Party’s
duty to the Disclosing Party.

d. Ownership of Confidential Information. The Disclosing Party grants no right, title, or
interest in or to the Confidential Information, and hereby reserves any such rights that it
may have, including any intellectual property that may constitute a portion thereof, as
well as any Intellectual Property Rights therein, except the limited rights expressly
granted in this Agreement.

6. Intellectual Property.

a. CSG’s Ownership of Background Technology. The Customer acknowledges that it does
not obtain any right, title, or interest in or to any Background Technology and all
derivatives of and modifications thereto (except for the license granted below), including
all Intellectual Property Rights therein. Customer acknowledges the validity of CSG’s
ownership rights, or third-party licensor rights, in and to the Background Technology,
and Customer agrees to never challenge or contest the existence or validity of CSG’s
ownership rights in and to the Background Technology, including all Intellectual
Property Rights therein.

b. License of Background Technology. To the extent that any Background Technology is
incorporated into the Services CSG hereby grants to Customer a worldwide, perpetual,
royalty-free, non-exclusive license to use the Background Technology as incorporated
into the Services solely to the extent necessary to utilize the Services as fully intended.
CSG reserves all rights in the Background Technology not expressly granted to Customer
herein. For the avoidance of doubt, the foregoing shall not limit CSG’s ability to use,
license, sell, or commercialize any CSG Background Technology.

c. License of the Customer Data. Customer hereby grants to CSG and its authorized
contractors and representatives a non-exclusive and non-transferable right and license to
use, process, store, transmit, and disclose Customer Data to provide the Services to
Customer and fulfill other obligations described in this Agreement.

d. Use of Name and Logo. CSG may use the Customer’s name and logo to identify
Customer as a Customer of CSG or as set forth in a SOW. CSG’s use of the name and
logo does not create any ownership right therein and all rights not granted to CSG are
reserved by Customer.

7. Independent Contractor.

CSG is an independent contractor of Customer (not an employee or other agent) solely
responsible for the manner and hours in which the Services are performed, is solely
responsible for all taxes, withholdings, and other statutory, regulatory, or contractual
obligations of any sort related to its employees (including, but not limited to, those
relating to workers’ compensation, disability insurance, Social Security, unemployment
compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not
entitled to any employee benefit plans, fringe benefit programs, group insurance
arrangements, or similar programs provided by Customer.

8. Customer’s Obligations.

a. Customer will provide CSG with such assistance and access to such information and
materials as is reasonably necessary for CSG to perform its obligations in a timely basis.

b. Customer is solely responsible for Customer’s use of the Services, except for any limited
warranty provided below.

c. For compliance for POTSolve, each elevator and fire pannel needs to have its own
dedicated cable run, and own dedicated Direct Inward Dial(“DID”) line or phone number.

d. Customer must adhere to the site preparedness guide: Potsolve Site Preparedness Guide

e. It is the responsibility of Customer to ensure the POTSolve solution is Compatible with
Customer’s elevator system(s).

9. Warranties.

a. Each Party represents and warrants to the other Party that it has the full right, power, and
authority to enter into this Agreement, to grant the rights and licenses granted hereunder,
and to perform its obligations hereunder.

b. Customer represents and warrants to CSG that Customer will not provide any Customer
Data that infringes, misappropriates, or otherwise violates the rights of any third party,
including Intellectual Property Rights and other rights to privacy, or that it will use the
Services in any way which is a violation of any local, state or federal data or privacy
laws.

c. CSG warrants to Customer that the Services will be performed in a professional manner
consistent with industry standards. CSG shall, as its sole obligation and Customer’s sole
and exclusive remedy for any breach of this warranty, re-perform the Services which
gave rise to the breach, or, at CSG’s option, refund the fees paid by Customer for the
portion of the Services that did not fulfill such warranty, provided that Customer shall
notify CSG in writing of the breach within 30 days following performance of the
defective Services, specifying the breach in reasonable detail.

d. CSG’s POTSolve Equipment warranty is available: Potsolve Warranty

e. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT,
THE SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY
DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS
AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY
OF NON-INFRINGEMENT, OR WARRANTY OF TITLE. IN ADDITION, BECAUSE
CSG CANNOT CONTROL CUSTOMER’S NETWORKING OR FINAL PRODUCT,
CSG CANNOT AND DOES NOT WARRANT THAT THE BACKGROUND
TECHNOLOGY, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM
THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR
MALWARE OF ANY KIND AND CSG IS NOT RESPONSIBLE OR LIABLE FOR
CUSTOMER’S USE OF SERVICES, BACKGROUND TECHNOLOGY OR ANY
TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS.

10. Indemnification.

a. By CSG. CSG will defend at its own expense any action against Customer brought by a
third party to the extent that the action is based upon a claim that the Services provided
pursuant to the terms of this Agreement directly infringe upon that third party’s U.S.
copyright or misappropriates that third party’s Trade Secret recognized as such under the
Uniform Trade Secret Law, and CSG will pay those costs and damages finally awarded
against Customer in any such action that are specifically attributable to such claim or
those costs and damages agreed to in a monetary settlement of such action.

b. By Customer. Customer will indemnify, defend and hold harmless CSG at its own
expense against any action brought by a third party against CSG to the extent that the
action is based upon a claim (a) arising in connection with CSG’s use of the Customer
Data in accordance with this Agreement, (b) based on Customer’s use of Services in
violation of any local, state, federal or international data, privacy or security law, or (c)
based upon Customer’s use of the Services, except to the extent a claim arises out of
CSG’s indemnification obligations in Section 10 a. Customer will pay those costs and
damages finally awarded against CSG in any such action that are specifically attributable
to such claim or those costs and damages agreed to in a monetary settlement of such
action.

c. Conditions. The Party’s obligations under the preceding paragraphs with respect to an
action are conditioned on the indemnified Party: (a) notifying the indemnifying Party
promptly in writing of such action; (b) giving the indemnifying Party sole control of the
defense thereof and any related settlement negotiations (provided that the indemnifying
Party shall have the right to approve any material liability imposed on the indemnified
Party in connection with such settlement); and (c) cooperating with the indemnifying
Party in such defense (including, without limitation, by making available to the
indemnifying Party all documents and information in the indemnified Party’s possession
or control that are relevant to the claims, and by making personnel available to testify or
consult with the indemnifying Party or its attorneys in connection with such defense).

d. Exclusions. Notwithstanding the foregoing, CSG will have no obligation or otherwise
with respect to any infringement or misappropriation claim based upon: (a) any use of the
Services provided pursuant to the terms of this Agreement not in accordance with the
purpose of this Agreement or for purposes not intended by CSG; (b) any use of the
Services provided under this Agreement in combination with other products, equipment,
software, or data not supplied by CSG; or (c) any modification of the Services provided
under this Agreement made by any person or entity other than CSG.

11. Limitations of Liability.

a. Exclusions. NEITHER PARTY SHALL BE LIABLE FOR ANY: (A) SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH
OF THIS AGREEMENT OR THE SOW, INCLUDING SUCH DAMAGES, WITHOUT
LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR
PROGRAMMING, LOSS OF REVENUE OR PROFITS, DAMAGE TO EQUIPMENT,
AND CLAIMS AGAINST CUSTOMER BY ANY THIRD PERSON, EVEN IF THE
RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY
DELAY OR FAILURE BY CSG TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT DUE TO ANY CAUSE BEYOND SUCH PARTY’S REASONABLE
CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING
AGAINST SUCH PARTY MORE THAN ONE YEAR AFTER ANY SUCH CAUSE
OF ACTION FIRST AROSE. CSG HEREBY EXPRESSLY DISCLAIMS, AND
CUSTOMER HEREBY UNDERSTANDS AND AGREES THAT CSG WILL NOT BE
LIABLE FOR ANY INTENDED USES OF THE SERVICES UTILIZED UNDER THIS
AGREEMENT. CUSTOMER HEREBY RELEASES AND FOREVER DISCHARGES
CSG FROM ANY ALL CLAIMS RELATED TO CUSTOMER’S USE OF THE
SERVICES AND BACKGROUND TECHNOLOGY BEYOND THE LIMITED
WARRANTY RIGHTS CONTAINED IN SECTION 9.

b. Cap on Monetary Damages. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, EACH PARTY’S LIABILITIES UNDER THIS AGREEMENT,
WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE SHALL
BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS
ACTUALLY RECEIVED BY CSG FROM CUSTOMER IN THE 12 MONTHS PRIOR
TO THE DATE OF THE ACTION GIVING RISE TO THE FIRST CLAIM.

12. Compliance with Law.
In performing its obligations or exercising its rights under this Agreement, each Party
shall comply with all applicable laws and government regulations to which they are
subject at all times, including but not limited to any applicable laws and regulations of the
United States and other jurisdictions relating to export or re-export of technology,
consumer protection, information access, and privacy.

13. Returns.

a. Please read CSG’s return policy and procedures: Potsolve RMA .docx

b. Buyer’s remorse return requests for a refund are only accepted for review and
consideration if submitted within 30 days from the purchase date. If accepted Return
shipping and re-stocking fees will apply.

c. Nontangible “goods” such as performed services and or labor fees are not subject to
refunds.

d. For certain urgent situations CSG may ship out new equipment to the Customer to
prevent delays with the ongoing project. If CSG ships out new equipment prior to
receiving ALL the returning equipment, Customer understands and agrees to send the
returning equipment to CSG within thirty (30) days from initiating the return, or CSG
will have the right to bill the Customer directly for the full cost of the unreturned
equipment.

14. General.

a. Assignment. Neither Party may assign or otherwise transfer any of its rights, or delegate
or otherwise transfer any of its obligations or performance, under this Agreement without
the other Party’s prior written consent, which consent shall not be unreasonably withheld
or delayed. Notwithstanding the foregoing, either Party may assign its rights and
obligations under this Agreement to a parent, affiliate, or subsidiary, or to a successor,
whether by way of merger, sale of all or substantially all of its assets, or otherwise. No
delegation or other transfer will relieve a Party of any of its obligations or performance
under this Agreement. Any purported assignment, delegation, or transfer in violation of
this Section is void. This Agreement is binding upon and shall inure to the benefit of the
Parties hereto and their respective permitted successors and assigns.

b. Notices. All notices under this Agreement shall be in writing, and shall be deemed given
when sent by email, or three days after being sent by government mail or globally
recognized carriers (such as FedEx or UPS) to the physical address of the Party as such
Party last provided to the other by written notice.

c. Equitable Relief. Each Party acknowledges that any breach of Section 5 or Section 6 will
cause immediate and irreparable harm to the non-breaching Party for which damages
would not be an adequate remedy. Therefore, each Party agrees that in the event of such
breach, or threatened breach, the non-breaching Party will be entitled to equitable relief,
in the form of injunctive relief, specific performance, and any other relief that may be
available from any court. Such remedies will not be deemed to be exclusive but will be in
addition to all other remedies available under the Agreement, at law or in equity, subject
to any express exclusion or limitations in this Agreement to the contrary.

d. Governing Law; Attorneys’ Fees. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia without regard to the
conflicts of law’s provisions thereof. Any litigation or arbitration proceedings under this
Agreement may be brought by the Parties in the Commonwealth of Virginia and each
Party irrevocably consents to the exclusive jurisdiction of the courts or relevant
adjudicative bodies in Hanover County, Virginia, whether private, federal, or state courts.
In any action or proceeding to enforce rights under this Agreement, the prevailing Party
will be entitled to recover reasonable costs and attorneys’ fees. A prevailing Party’s right
to recover reasonable attorneys’ fees, costs, and expenses is to be proportional to the
number of claims on which the Party actually prevailed in relation to the total amount of
claims alleged, pursued, or brought by that Party.

e. Headings. Headings herein are for convenience of reference only and shall in no way
affect interpretation of the Agreement.

f. Force Majeure. With the exception of payment of the fees for provision of Services under
this Agreement, neither Party shall be responsible for performance of its obligations
hereunder where delayed or hindered by events beyond its reasonable control, including,
without limitation, acts of God or any governmental body, war or national emergency,
riots or insurrection, sabotage, embargo, fire, flood, accident, strike or other labor
disturbance, or interruption of or delay in systems, power, or telecommunications under
third-party control.

g. Severability. If any provision herein is held to be invalid or unenforceable for any
reason, the remaining provisions will continue in full force and effect without being
impaired or invalidated in any way. If a court finds that any provisions of this Agreement
is invalid or unenforceable, but that by limiting such provision it would become valid or
enforceable, then such provision will be deemed to be written, construed and enforced as
so limited.

h. Entire Agreement. This Agreement and the SOW constitutes the entire agreement
between the Parties concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements and communications, whether oral or written, between the
Parties relating to the subject matter hereof, and all past courses of dealing or industry
custom.

i. Amendments. No modification, amendment, or waiver of any provision of this
Agreement shall be effective unless in writing and either signed or accepted
electronically by an authorized representative of both Parties.

Schedule A

1. Services. CSG will provide the Services to Customer. CSG shall provide the Services in
accordance with the terms of this Agreement. CSG shall provide Customer with Tier 0, Tier 1, Tier 2 and
Tier 3 level support as described herein below. Any equipment required for the use of Services must be
professionally installed.

2. Definitions

2.1. “Actual Monthly Uptime Percentage” = (A-B+C)/A, where:

(a) A = Total Monthly Time (defined below);

(b) B = Unavailable Monthly Time (defined below); and

(c) C = Excluded Monthly Times (defined below)

2.2. “Core Services” means all mission critical capabilities needed to maintain overall
call processing, including the ability to route calls from Location Addresses to a provider of PSTN
termination and the ability to receive originating calls from a DID origination provider and route them to
a customer’s device, or to Customer’s voicemail or any other system prompt or action as configured by
Customer

2.3. “Standard Monthly Uptime Percentage” means the percentage listed in the table
below under the heading, “Standard Monthly Uptime Percentage.”

2.4. “Priority 1” means an outage that affects all Customer’s lines of service.
Examples include no dial tone, inability to register, or unable to complete any calls.

2.5. “Priority 2” means severe problems with the service that results in a partial
service outage on one (1) or more lines of service. Examples include calls to specific areas not being
completed, web interface/service/platforms not available or not functioning properly.

2.6. “Priority 3” means day-to-day account-centric issues such as access to an
account, password renewal, etc.

2.7. “Priority 4” means Customer information or feature change requests or special
development requests. Such requests may incur fees that would need to be reviewed and approved by the
Customer.

2.8. “Support Services” all non-mission critical capabilities of the platform including
Customer access to accounts and other back-office management systems.

2.9. “Standard Support Hours” means those hours between 8:00AM and 6:00PM
Eastern Standard Time, Monday through Friday. All other hours and holidays (defined as New Year’s
Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Day before
Thanksgiving, Thanksgiving Day, Christmas Eve, and Christmas Day), are considered “Off Hours”.

2.10. “Total Monthly Time” means the total number of minutes in the applicable
calendar month.

2.11. “Unavailable Monthly Time” means the number of minutes in the applicable
calendar month during which the Core Services or Support Services (as applicable) were unavailable for
use.

2.12. Excluded Monthly Times. Notwithstanding any provision in this Agreement to
the contrary, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by
factors outside of CSG’s reasonable control, including, without limitation, telecommunications providerrelated problems or issues, Internet access or related problems occurring beyond the point in the network
where CSG maintains access and control over the Services; (ii) results from any actions or inactions of
Customer or any third party; (iii) results from Customer’s equipment, software or other technology, Addon services, or third party equipment, software or other technology; (iv) occurs during CSG’s scheduled
maintenance for which CSG will provide at least twenty-four (24) hours prior notice; (v) occurs during
CSG’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity
or operation of the Services), regardless of the notice provided by CSG; or (vi) results from any alpha,
beta, developer preview, development test bed environments, descriptions of similar import or not
otherwise generally available CSG features or products; or (vii) periods of Unavailable Monthly Time
that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Excluded
Monthly Times”).

2.13. Entire Liability. Notwithstanding anything to the contrary contained herein or in
the Agreement, with respect to any outages in respect of the Services or failure of CSG to meet the
Standard Monthly Uptime Percentage, the remedy, or remedies, provided in this Agreement shall be
CSG’s sole and entire liability to Customer and Customer’s sole remedies.

3. Support in the event of outages.

3.1. In the event of issues or outages in respect of Services, CSG will provide
technical support. Customer shall notify CSG of any outages by submitting support tickets (each a
“Ticket”) to CSG by emailing:support@thisiscsg.comor by calling 804-238-6111 which Ticket shall
include the Customer name, location address, issue description and indication of priority level. In the
body of the email, Customer shall include a detailed description of the problem and contact information.
If a Ticket has been submitted successfully, the Customer will receive a confirmation email which
contains a Ticket number.

3.2. CSG will provide technical support during Off Hours as needed for Priority 1
events. Access to technical support during Off Hours for Priority 2, Priority 3 or Priority 4 events is
subject to availability and must be scheduled in advance by coordinating with CSG’s representatives by
email to support@thisiscsg.com.

3.3. In the event the Customer contacts CSG during Off Hours to help remedy a
Priority 1 outage, the event will be reviewed by CSG and Customer to determine the cause of the outage.
If CSG is determined to not be at fault for the cause of the event, then Customer will pay for CSG’s time
spent on the off hour, non-planned emergency support at the rate of $100 per hour, with a two (2) hour
minimum. Customer will not be responsible for any incident fee or hourly support fees if an outage is
determined to be the fault of CSG.

3.4. CSG shall use commercially reasonable efforts to provide a Reason for Outage
(“RFO”) to Customer within 48 hours of the submission of a Ticket for any Priority 1 event, and within
96 hours of submission of a Ticket for any Priority 2 or Priority 3 events.

3.5. CSG shall use commercially reasonable efforts to respond to any service issues
or outages within the time frames listed below:

• Priority 1: within four (4) hours of submission of a Ticket

• Priority 2: within eight (8) hours of submission of a Ticket

• Priority 3: within twenty-four (24) hours of submission of a Ticket

• Priority 4: when commercially feasible

3.6. CSG shall use commercially reasonable efforts to deliver a resolution or, if
immediate resolution is not possible, a work-around solution, in respect of any service issues or outages
within the time frames listed below:

• Priority 1: within two (2) business days of submission of a Ticket

• Priority 2: within five (5) business days of submission of a Ticket

• Priority 3: within fifteen (15) business days of submission of a Ticket

• Priority 4: when commercially feasible

3.7. CSG will use commercially reasonable efforts to notify Customer about any
planned maintenance or relevant changes made to Customer Portal, which have potential to impact the
Customer’s service; provided however that in the case of emergency maintenance or non-scheduled
downtime, the notification may not be provided or may be provided less than twenty-four (24) hours prior
to the applicable maintenance.

4. Use of Services. Customer hereby agrees to and shall comply with the acceptable use policy located below, the terms of which are incorporated herein (“Acceptable Use Policy”), and the Privacy Policy located below.

4.1. Acceptable Use Policy. Customer shall not use the Services: (a) for any unlawful
purpose ; (b) to perform, participate in or encourage any unlawful acts; (c) to transmit or store any content
or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate,
objectionable, confirmed to be criminal misinformation or otherwise poses a threat to the public; (c) in
violation any international, federal, provincial or state regulations, rules, laws, or local ordinances or
industry standards; (d) to infringe upon or violate CSG’s intellectual property rights or the intellectual
property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or
discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or
disability; (f) to reverse engineer, copy, decompile or disassemble the Services; (g) to upload or transmit
viruses or any other type of malicious code that will or may be used in any way that will affect the
functionality or operation of the Services; (h) for any obscene or immoral purpose; (i) to interfere with or
circumvent any aspect of the Services or any third party networks that are linked to the Services or any
related website, other websites, or the Internet; (j) to in any way harm CSG’s business operations or
reputation; (k) to create a false identity or any attempt to mislead others as to the identity of the sender or
the origin of any data or communications; or (l) to violate the integrity of the Services including
bypassing, exploiting, defeating or disabling limitations or restrictions placed on the Services, finding
security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering
capabilities, any denial of service (DoS) attack on the Services or any other conduct that attempts to
disrupt, disable, or overload the Services, transmitting code, files, scripts, agents, or programs intended to
do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use
the Services or attempting to gain unauthorized access to the Services.

4.2. Privacy Policy. Customer agrees to the terms of the following privacy policy(“Privacy Policy”):

4.3. Personal Information Collected. In order for you to gain full access to our
Services, we may require you to access or website, www.thisiscsg.com (“Site”) and provide us with
certain information that personally identifies you (“Personal Information”). Personal Information includes
without limitation your name, mailing address, country of residence, phone number, e-mail address,
billing address, credit card information, IP address, routing or serial numbers of equipment used in
connection with our Services, cellular data plan, account username and passwords, and any other
information that you provide us. Personal Information does not include information that is collected
anonymously (i.e., Traffic Data (as defined below) and other information without identification of the
individual user) or demographic or use information not connected to an identified individual.
Broadly speaking, we use Personal Information to further our legitimate interests to:

(a) Understand who our customers and potential customers are and their interests in our Services;

(b) Manage our relationship with you and other customers;

(c) Carry out core business operations such as accounting, filing taxes, and fulfilling regulatory obligations; and

(d) Help detect, prevent, or investigate security incidents, fraud and other abuse and/or misuse of our products and services.

(e) Some examples of how we use your Personal Information include, without limitation to:

(f) Fulfill the reason(s) you provided the information (e.g., to process payments);

(g) Administer our Services;

(h) Respond to emails or online requests regarding our Services;

(i) Deliver and process surveys to enrich our Services;

(j) Personalize and improve the usability of our Site and provide IT support in connection to
our Services;

(k) Develop, research, test, or analyze our Services for us to improve our Services or develop
new offerings of products and services;

(l) Tailor content on our Site, correspondence, and our advertising and marketing materials;

(m)Share with third parties as required by law and to pursue legal matters;

(n) Properly administer our Site and conduct audits;

(o) Maintain our internal record keeping as required by law;

(p) Create, maintain, customize and secure your account with us;

(q) Ensure Site content is properly delivered to your electronic device; and

(r) Keep our Site secure and protect our Site from malicious, deceptive, fraudulent or illegal
activity, and prosecuting those responsible for that activity.

4.4. Traffic Data Collected. We may automatically track and collect the following
categories of information when you visit our Site: (1) visits and browsing activities made on the Site and
its webpages; (2) domain servers; (3) types of computers accessing the Site; and (4) types of web
browsers used to access the Site (collectively “Traffic Data”). Traffic Data is anonymous information that
does not personally identify you. We may use it for marketing purposes, research and development
purposes, to prevent and investigate fraud, abuse or security incidents, and to improve your experience on
the Site and Services.

4.5. Cookies and Other Tracking Technologies. Cookies and web beacons are very
small text files that are stored on your computer when you visit certain web pages. CSG collects user and
use information through cookies and web beacons about your web browsing activities such as the address
of the page you are visiting, the address of the referrer page you previously visited, the time you are
viewing the page, your browsing environment, and your display settings. We may use cookies and web
beacons to:

5. Collect Traffic Data;

Understand traffic patterns and the number of visitors to the Site and other non-CSG websites that we may partner with;

(a) Understand how you use and interact with the Site;

(b) Provide customer service management and IT support;

(c) Plan and improve Services;

(d) Optimize your experience on our Site or your use of our Services;

(e) Provide non-Personal Information auditing, researching, modeling, and reporting for our
advertisers and other partners;

(f) Provide you relevant advertisements and content; and

(g) Properly manage our Site and Services provided in connection therewith.

We may use several different types of cookies on our Site and Services, including without limitation:
Strictly Necessary Cookies – Most websites, including ours, would not work very well without certain
cookies. They allow us to prevent crashes, display information, fix bugs, and ensure the security of our
website and application (and your account). These types of cookies are often called “strictly necessary”
cookies. Because they are needed for our Service to work, we do not provide you with an ability to optout of these cookies. But you can remove them by using your browser settings. Keep in mind that certain
features of our Service may not be available to you if you opt out of these cookies.
Functionality Cookies – We use these cookies so that we recognize you on our website and remember
your previously selected preferences. For example, if you leave our website without logging out of your
account, the next time you access our website (within a limited period) you may find yourself still logged
on to your account to save you time from logging back on. Functional cookies are not essential to the
functioning of the website, but rather improve navigation quality and experience.
Statistics Cookies – Also known as “performance cookies,” these cookies collect information about how
you use our Service, like which pages you visited and which links you clicked on. None of this
information can be used to identify you. It is all aggregated and, therefore, anonymized. Their sole
purpose is to improve the functionality of our Service. This may include, without limitation, cookies from
our third-party analytics services.
Please note that some cookies may be placed by a third-party service provider who performs some of these
functions for us. Third party service providers’ use of their cookies is subject to their own privacy policies,
and not this Privacy Policy.
If you are concerned about cookies, most browsers permit individuals to decline cookies. A user refusing
cookies may limit your ability to take advantage of all the features of our Site and Services.

5.1. End Users’ Information and Data Collected. Your end users’ Personal
Information may show up on in a few different ways, including without limitation (collectively, “End
User Data”):

(a) Communications-related Personal Information, like your end users’ phone numbers for numberbased communications, your end users’ email addresses for email communications, IP addresses
for IP-based communications, device status (indicating whether a device is available for
messaging), phone number, cellular data plan, or device tokens for push notifications, show up in
our systems when you use or intend to use this information to contact your end user through use
of our products and services.

(b) Service-related Personal Information, like your end users’ phone number, cellular data plan, call history or log of use of our VOIP services and other personal information provided by end users
when using our Site and Services.

(c) We may use End User Data (1) to provide Services to you as set forth in this Privacy Policy or other written policy or agreement between you and the CSG, (2) to carry out necessary functions
of our business as a data process and service provider, and (3) to comply with applicable law. We
do not sell or share End User Data with third parties for those third parties’ own business interest.
Some examples of our legitimate business interests in using End User Data include, without
limitation, billing, reconciling invoices with telecommunications carriers, and troubleshooting
and detecting problems with our Services or network.

5.2. Sharing of Personal Information: We may disclose information we collect with other third parties, including without limitation to:

(a) Service Providers – CSG may share information with third parties that help us to maintain and operate our Site and to provide our Services. Our service providers include without limitation our
payment processors, internet service providers, data analytics providers, marketing and customer
survey providers, and operating systems providers to provide back-end services related to our
Services. These third parties may only use such information to perform specific Services that we
have contracted with them for and may not use it for any other purpose.

(b) Affiliates – We may share information with our affiliates and partners, or to their employees, agents, contractors, representatives, legal counsel and/or accountants, for: operational,
management and administrative purposes; internal audit, legal, regulatory, security, insurance,
financial, processing and other similar purposes; or as otherwise permitted or required by law.

(c) Third Parties that You Direct Us to Share With – We share information at your request or
direction. We may also share your information with those that you have consented to or directed
us to share your information with.

(d) Third Parties in Connection with a Merger, Acquisition or other Business Transaction – We may
share information if CSG is involved in a merger, acquisition, sale of all or a portion of its assets,
financings, joint ventures, reorganizations, dissolution, liquidations, or other event where we sell
or transfer all or a portion of our assets. We will not provide you or your end users with notice
before disclosure in such cases.

(e) Third Parties for Security and Compelling Disclosure Purposes – CSG must disclose information
about you or your end users in response to lawful requests by public authorities, including but not
limited to meeting national security or law enforcement requirements. We may share information
about you or your end users in connection with legal requirements, such as in response to an
authorized subpoena or when we believe in good faith that disclosure is necessary to protect our
rights, protect your safety or the safety of others, or investigate fraud. Such disclosures may be
carried out without notice to you or your end users.

5.3. User Choice Regarding Collection, Use, and Distribution of Personal Information: We do not sell your Personal Information for monetary consideration, but we may share such information to third parties as further described in this Privacy Policy. If you sign up for our mailing
list and would like to be removed from such a list, please contact us. You may also opt-out of our mailing
list by following the opt-out instructions found in our communications. If you wish to update and/or
correct certain Personal Information that we maintain about you, such as your contact information (e.g.,
name, address, phone number), you may do so by sending us an email or correcting such information by
logging onto your account. We will process your request within a reasonable time once we are able to
authenticate your request and verify your identity.

5.4. California Residents: Your California Rights:
Under California Civil Code section 1798.83, California resident have a right to request a list of all third
parties to which we, during the immediately preceding calendar year, have disclosed certain Personal
Information for direct marketing purposes. We do not share Personal Information about you with any
third parties for their own marketing purposes. We are only required to respond to such a request once
during any calendar year. To make such a request, you should contact us as listed below. Please be aware
that not all information sharing is covered by the California privacy rights requirements and only
information sharing that is covered will be included in our response.
CSG does not track its customers over time and across third party websites to provide targeted advertising
and therefore does not respond to web browser’s Do Not Track (DNT) signals. However, some third-
party sites do keep track of your browsing activities when they serve you content, which enables them to
tailor what they present to you. You may set the DNT signal on your browser so that third parties
(including advertisers) know you do not want to be tracked.
In accordance with California Civil Code Sec. 1789.3, California resident users are entitled to know that
they may file grievances and complaints regarding our Site with the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625
North Market Blvd., Sacramento, California 95834, by telephone at (916) 445-1254 or (800) 952-5210, or
by email to dca@dca.ca.gov.

5.5. European Economic Area and United Kingdom (“EEA”) Residents: Your EEA
Rights:

(a) Data protection laws in the EEA require a “lawful basis” for processing “personal data” (as
defined by GDPR). Please see the section entitled “Information Collected Through Our Site” for
a description of our lawful basis for collecting, using, and disclosing personal data.

(b) If you are in the EEA and certain requirements are fulfilled, you have the following data
protection rights:

(c) Right to Access – You have the right to request copies of your personal data from CSG. We may charge you a small fee for this service.

(d) Right to Rectification – You have the right to request that CSG correct any information you
believe is inaccurate. You also have the right to request CSG complete information you believe is incomplete.

(e) Right to Erasure – You have the right to request that CSG erase your personal data, under certain conditions.

(f) Right to Restrict Processing – You have the right to request that CSG restrict the processing of your personal data under certain conditions.

(g) Right to Object to Processing – You have the right to object to CSG’s processing of your personal data, under certain conditions.

(h) Right to Data Portability – You have the right to request that CSG transfer the data that we have collected to another organization, or directly to you, under certain conditions.

(i) Right to Withdraw Consent – You also have the right to withdraw your consent at any time where CSG relied on your consent to process your personal data.

(j) If you wish to exercise one of the above-mentioned rights, please contact us via the methods set forth below in the section entitled “Contact Us.” We will have one month to respond to you.
Please note that we may ask you to verify your identity before responding to such requests.

(k) You have the right to file a complaint regarding your personal data with a data protection
authority, if you believe that the use or handling of your personal data does not comply with legal
requirements. We would, however, appreciate the opportunity to address your concerns before
you approach a data protection authority, and would welcome you directing an inquiry first to us
by contacting us through our Contact Us page.

5.6. Third Party Advertisers and Links to Other Sites:
During your use of our Site and Services, you may link to, or view as part of a frame on our page, certain
content that is created or hosted by a third party. Third parties, including our advertisers, affiliates and
other content providers accessible through our Site, may have their own privacy and data collection
policies and practices. We are not responsible for the actions, privacy, security or content of such thirdparty sites and do not endorse such sites. If you are asked to provide information on one of these websites,
we encourage you carefully to review their privacy policy before sharing your information.

5.7. Security and Storage:

We have taken reasonable precautions to maintain the security and accuracy of the Personal Information and data we collect. We continue to work on features to keep your data and data of all end users safe.
However, despite our efforts, please be aware that no security measures are perfect or impenetrable and
we cannot guarantee that the information you transmit or provide to us, or that your end users provides us
or uploads to our software, will be completely secure. We are not responsible for any interception or
interruption of any communications through the internet or for changes to or losses of data. You and end
users are responsible for maintaining the security of any password, account ID or other form of
authentication involved in obtaining access to our Services.
We will retain your Personal Information and data for as long as needed to provide you with our Services
or as needed to fulfill our own obligations, such as preventing fraud, meeting regulatory requirements,
resolving disputes, improving our Services or maintaining security, and in each case, as consistent with
applicable law. We may retain Traffic Data that has been sufficiently aggregated or anonymized for a
longer period. When Personal Information or data are no longer necessary or relevant for the stated
purpose or to fulfill a legal or business requirement, it shall be securely destroyed. CSG will either
physically or electronically erase Personal Information or data from its servers.

5.8. Modification to this Privacy Policy:
We reserve the right at our discretion to make changes to this Privacy Policy at any time, and all such
changes shall be immediately effective. When we make changes, the “Effective Date” of this Privacy
Policy will be revised. Your continued use of our Site and Services following the posting of changes to
this Privacy Policy will mean you accept those changes. We encourage you to review the Privacy Policy
each time you visit the Site. Without limiting the effectiveness of the foregoing, in the event of certain
changes to this Privacy Policy, you may also be required to assent to the new terms, and you may also be
notified by email if we have your email address. If any modification is unacceptable, you should stop
using the Site and our Services.

5.9. Geographic Restrictions:

CSG operates in the United States and our customer support is provided by personnel located in our offices in the United States. We may limit the availability of our Site and Services to any person or
geographic area at any time. If you access our Site from outside the United States, you do so at your own
risk.

IF YOU ARE A USER ACCESSING OUR SITE AND SERVICES FROM ANY OTHER COUNTRY
WITH LAWS OR REGULATIONS GOVERNING PERSONAL INFORMATION OR DATA
COLLECTION, USE AND DISCLOSURE THAT DIFFER FROM THE LAWS OF THE UNITED
STATES, PLEASE BE ADVISED THAT THROUGH YOUR CONTINUED USE OF OUR SITE, YOU
ARE TRANSMITTING YOUR PERSONAL INFORMATION AND DATA TO THE UNITED
STATES AND YOU CONSENT TO THAT TRANSMISSION. ADDITIONALLY, YOU
UNDERSTAND THAT YOUR PERSONAL INFORMATION AND DATA MAY BE TRANSMITTED
TO AND PROCESSED IN COUNTRIES (INCLUDING THE UNITED STATES) WHERE LAWS
REGARDING PROCESSING PERSONAL INFORMATION AND DATA MAY BE LESS
STRINGENT THAN IN YOUR COUNTRY.

6. Compensation. Fees for Services are as stated on the Sales Order, and fees may be changed by CSG from time to time upon thirty (30) days prior written notice to Customer. POTSolve Service is $25
per unit.

6.1. Payment Terms. CSG will invoice the Customer for all monthly fees in respect of the Services, and the Customer shall pay all amounts due to CSG within fifteen (15) days of receipt of any invoice issued by CSG. Each invoice will describe the Services provided during the applicable monthly period and the fees and expenses payable by Customer for such Services. In addition to all other rights and
remedies available under this Agreement and applicable law, if Customer fails to pay any amount when
due, (i) such amount will accrue interest at the lesser of 1.5% per month or the maximum legal rate, and (ii)
CSG may suspend or terminate the Services and the performance of its obligations under this Agreement.
If Customer purchases additional Services during any month the applicable monthly fee shall be prorated
for the partial month based on the number of days in the month that the CSG provides the Service. If the
Customer deletes or terminates any Services during any month, Customer shall pay the entire amount of
the monthly fee in respect of such Service for such month and shall not be prorated for the partial month.

7. Taxes. All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). Customer will pay all Taxes associated with this Agreement, excluding any taxes
based on CSG’s net income, property, or employees (“Customer Tax Obligations”). All fees are exclusive
of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges
(collectively, “Communications Surcharges”). Customer will pay all Communications Surcharges
associated with use of the Services.

8. Term and Termination.

8.1. The term of this Agreement shall commence as of the Effective Date and shall
continue for thirty-six (36) months, unless terminated in accordance with the terms set forth herein (the
“Term”). Either party may terminate this Agreement, at any time with or without cause by giving the other
party thirty (30) days prior written notice. CSG shall be entitled to terminate this Agreement, or any
Services, in the event of any breach by Customer of this Agreement following written notice to the
Customer of such breach and the Customer’s failure to cure the breach within thirty (30) days. Upon
termination of this Agreement: (i) CSG shall be entitled to be paid, in accordance with the provisions of
this Agreement, for all amounts due for Services that have been rendered, and (ii) Customer shall not be
entitled to any refund of amounts paid prior to the date of termination. For greater certainty, if this
Agreement or any Services terminate prior to the completion of any month, the Customer shall not be
entitled to any proration for the partial month. Upon early termination of this Agreement by Customer
within six (6) months of the effective date, Customer shall pay CSG an early termination fee of $250.00.

8.2. Upon any termination of this Agreement, Customer will return to CSG all
property belonging to CSG, including without limitation all Confidential Information, price lists and
similar items.

8.3. Notwithstanding anything to the contrary contained herein, CSG may suspend the
Services, and Customer’s account access, immediately upon notice to Customer for cause if: (a) Customer
materially breaches (or CSG believes that Customer has materially breached) this Agreement, including
any obligations under the Acceptable Use Policy; (b) there is an unusual and material spike or increase in
Customer’s use of the Services and CSG believes that such traffic or use is fraudulent or materially and
negatively impacting the operating capability of the Services; (c) CSG determines that provision of the
Services is prohibited by applicable law or regulation; or (d) there is any use of the Services by Customer
that in CSG’s judgment threatens the security, integrity, or availability of the Services. However, CSG will
use commercially reasonable efforts under the circumstances to (x) provide Customer with notice and an
opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable, limit the
suspension based on the circumstances leading to the suspension; and (z) remove the suspension as quickly
as reasonably practicable after the circumstances leading to the suspension have been resolved.

8.4. Under no circumstances will CSG be liable to Customer by reason of the
termination of this Agreement in accordance with the terms of this Agreement, for compensation,
reimbursement or damages of whatsoever nature including, without limitation, for (i) indirect or
consequential damages, (ii) loss of prospective compensation or earnings, (iii) goodwill or loss thereof, or
(iv) expenditures, investments, or any type of commitment made in connection with the business of
Customer or in reliance on the existence of this Agreement.

9. Representations and Warranties. Customer represents, warrants and covenants to CSG that:

9.1. Customer has the full right, power, and authority to enter into this Agreement and
this Agreement is valid, binding, and enforceable in accordance with its terms.

9.2. Customer is not restricted or prohibited, contractually or otherwise, from entering
into and performing each of the terms and covenants contained in this Agreement. Customer entering into
and performing under this Agreement will not constitute a breach or violation of any other agreement to
which Customer is a party or an infringement of any party’s rights. No third-party consent is required for
Customer to enter into and perform this Agreement.

9.3. Customer’s use of Services shall be in accordance with all applicable laws and the
terms of this Agreement including the Acceptable Use Policy and the Privacy Policy.

10. DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, CSG MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO CONDITION OR QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS, CAPACITY OR DURABILITY FOR ANY PARTICULAR PURPOSE OR USE OR NON- INFRINGEMENT, AND EXPRESSLY DISCLAIMS ANY OTHER
REPRESENTATION, WARRANTIES AND GUARANTEES WITH RESPECT TO THE SERVICES.

11. Confidentiality.

11.1. “Confidential Information” means the CSG IP and all forms and types of financial,
personnel, recruiting, economic, marketing, service, product, operational, sales or customer information of
CSG that Customer receives or has access to as a result of Customer’s relationship with CSG, which has
not been previously disclosed to the general public by an authorized CSG representative or agent, regardless
of whether such information would be enforceable as a trade secret or the copying of which would violate
privacy or copyright laws or be enjoined or restrained by a court as constituting unfair competition.

11.2. Customer acknowledges and agrees that CSG is entitled to prevent disclosure of
its Confidential Information. Customer agrees that during this Agreement and indefinitely thereafter, it will
hold in strictest confidence and will not, either directly or indirectly, disclose any of CSG’s Confidential
Information to any other entity or individual, unless (a) authorized to do so pursuant to the terms of this
Agreement or by CSG in writing; or (b) required by law to disclose in response to a valid order of a court
of competent jurisdiction or authorized government agency, provided that the Customer must give the CSG
prompt written notice of such required disclosure and obtain or allow for a reasonable effort by the CSG to
obtain a protective order or other appropriate remedy prior any such disclosure. Customer will provide
reasonable cooperation to CSG with respect to efforts to protect Confidential Information from any such
disclosure. Customer further agrees that it will not, at any time, use CSG’s Confidential Information in any
manner that may directly or indirectly have an adverse impact upon CSG’s business or other third parties,
who may have a proprietary or privacy right in such information.

12. Intellectual Property. As between CSG and Customer, CSG shall own and retain all rights,
title and interests in and to the Services the all ideas, analysis, creative concepts, designs, deliverables,
processes, methods, scripts, patents, patent applications, inventions, copyrights and copyright materials,
business name, logos, trademarks and trade names and other commercial identifiers, trade secrets and knowhow relating to the Services together with all of the goodwill associated therewith, derivative works, and
all other rights which CSG may have at any time created, adopted, used, registered, or been issued worldwide and any data, in anonymized or aggregated form that does not identify Customers or any natural
person, generated or derived from the use or operation of the Services, including volumes, frequencies,
bounce rates, and performance results for the Services (collectively, “CSG IP”). Customer acknowledges
that it has no right or interest in the CSG IP (except as expressly permitted by this Agreement). Customer
will not (i) cause or permit its business name to include any of the CSG IP or its business to be operated in
a manner which is substantially associated with any of the CSG IP or (ii) acquire or attempt to acquire, for
itself or for others, or grant or attempt to grant, any rights in or to any of the CSG IP, either through
registration or use.

.

13. Independent Contractor Relationship

14. Indemnification. Customer hereby agrees to indemnify, defend and hold harmless the CSG
and its affiliates (and each of their officers, directors, agents, employees, members, managers, shareholders,
legal representatives, successors and assigns) from and against any and all demands, claims, actions,
proceedings, liabilities, losses, damages, judgments, penalties, costs, or expenses (including reasonable
attorneys’ fees, experts’ fees and court costs) (“Claims”) arising from, resulting from or relating to (a) any
act, work or thing done, permitted or suffered by Customer or any of their respective agents, employees,
officers, or independent contractors of Customer in respect of the Services, (b) any breach or default in the
performance of any obligation to be performed by Customer, (c) any breach of any representation or
warranty of Customer, and (d) any violations or alleged violations by Customer of any federal, state or local
laws, orders, ordinances or regulations (e) any Communications Tax Surcharges or Customer Tax
Obligations or any failure by Customer to provide appropriate clearance certificates or otherwise pay any
taxes applicable. If any action or proceeding is brought against CSG by reason of any of the foregoing
indemnified claims, Customer will, upon notice from CSG, defend the action or proceeding at Customer’s
sole cost by legal counsel reasonably satisfactory to CSG. This Section survives any termination or
expiration of this Agreement.

15. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES. CSG WILL NOT BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES
(INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF
GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, OR ANY OTHER
PECUNIARY LOSS) SUFFERED BY CUSTOMER RELATED TO OR ARISING OUT OF THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE SERVICES
AND/OR FROM ANY OTHER CAUSE WHATSOEVER, EVEN IF CSG HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. MOREOVER, IN NO EVENT WILL CSG’S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT,
TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY
CUSTOMER TO CSG DURING THE TWELVE MONTHS PRIOR TO THE APPLICABLE CLAIM
ARISING. IN NO EVENT WILL CSG BE LIABLE, IN ANY WAY, FOR A SERVICE FAILURE, OR
LACK OF SERVICE, IN ANY OF THE FOLLOWING SITUATIONS: (A) POWER FAILURE, (B)
SUSPENDED OR TERMINATED BROADBAND SERVICE, (C) SUSPENSION OF SERVICES DUE
TO BILLING ISSUES, (D) USE OF CERTAIN FEATURES WHICH ARE NOT COMPATIBLE WITH
911 SERVICES, AND/OR (E) ANY OTHER SERVICE OUTAGES NOT DESCRIBED HEREIN. EACH
AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER, OR EXCLUSION OF DAMAGES, IS EXPRESSLY INTENDED TO BE
SEVERABLE AND INDEPENDENT FROM ANY OTHER PROVISION, SINCE THOSE PROVISIONS
REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES, AND
WILL BE SEPARATELY ENFORCED.

16. 911 Terms and Conditions. CSG provides its 911 Services (defined below) subject to the
terms and conditions set forth below (the “911 Terms”).

Definitions. For the purposes of these 911 Terms, the following terms will have the
following meanings:

16.1. “911 Call(s)” means any call made dialing the digits 9-1-1, regardless of whether
such call is made using Basic 911, Enhanced 911, or a PSAP.

16.2. “911 Services” means functionality that allows end users to contact emergency
services by dialing the digits 9-1-1.

16.3. “Approved Uses” means the provision of Enhanced 911 and/or Basic 911 to (a)
911 Users who principally utilize such services at such 911 User’s residence and occasionally at other
locations; (b) 911 Users that are enterprises that use either an on-site or PBX during customary business
hours and should reasonably be expected to have reasonably customary 911 usage patterns due to the
nature of such enterprise’s business or operations; for clarity, the provision of Enhanced 911 service
and/or Basic 911 service to enterprises that use either an on-site or hosted PBX but operate outside
customary business hours, including, without limitation, assisted living facilities, nursing homes and other
similar facilities, and to which (c) and/or (d), below, do not apply; or should not reasonably be expected
to have reasonably customary 911 usage patterns due to the nature of such enterprise’s business or
operations, do not constitute “Approved Uses”; (c) 911 Users that operate non-emergency call center(s)
that should reasonably be expected to have only occasional use of 911 due to the nature of such call
center’s business or operations; for clarity, central station alarm and other similar call centers that direct
calls to emergency services do not constitute “Approved Uses”; and (d) 911 Users that operate call
center(s) that support the deaf and/or hard of hearing community, which are more commonly known as
“relay services.”

16.4. “Basic 911” means the ability to route an emergency call to the designated entity
authorized to receive such calls serving the Customer’s Registered Emergency Address. With Basic 911,
the 911 professional answering the phone will not have access to the 911 User’s telephone number or
emergency address information unless the 911 User provides such information verbally during the
emergency call.

16.5. “E911 Authority” means a municipality or other state or local government unit,
or an authorized agent of one or more municipalities or other state or local government units to whom
authority has been lawfully delegated to respond to public emergency telephone calls, at a minimum, for
emergency police and fire services through the use of one TTN. For clarity, an E911 Authority may be an
individual PSAP, or an entity responsible for the management and operation of multiple PSAPs within a
given geographic area.

16.6. “911 User” means the individual placing a 911 Call from an 911 User’s TTN
(defined below).

16.7. “Enhanced 911” or “E911” means the ability to route an emergency call to the
designated entity authorized to receive such calls serving the Customer’s provided address and to deliver
the Subscriber’s telephone number and corresponding Registered Emergency Address or REA
information automatically to the 911 professional answering the call.

16.8. “P-Asserted-Identity” means a header field used among trusted SIP entities
(typically intermediaries) to carry the identity of the user sending a SIP message as it was verified by
authentication.

16.9. “Private Branch Exchange” or “PBX” means a telephone system within an
enterprise that switches calls between enterprise users on local lines while allowing all users to share a
certain number of external phone lines.

16.10. “Public-Service Access Point” or “PSAP” means an answering location for 911
Calls originating in a given area. The E911 Authority may designate a PSAP as primary or secondary,
which refers to the order in which calls are directed for answering. Primary PSAPs answer calls;
secondary PSAPs receive calls on a transfer basis. PSAPs are public safety agencies such as police, fire,
emergency, medical, etc., or a common bureau serving a group of such entities.

16.11. “Registered Emergency Address” or “REA” means the physical address
provided by the Customer to be used for E911 and Basic 911, which may be used to dispatch police, fire,
emergency medical and other emergency response resources.

16.12. “SIP” means Session Initiation Protocol, which is the signaling protocol used
between VoIP networks to establish, control and terminate voice calls.

16.13. “Subscriber” means an end user or telephone device assigned a DID.

16.14. “Trunk Number” or “TTN” means a United States or Canada telephone number
bought by the Customer and assigned to a trunk for use with CSG’s elastic SIP trunking service.

16.15. “VoIP” means Voice over Internet Protocol.

17. Service Description and Use of Service.

17.1. E911 Services. With E911, when a customer places a 911 Call, such call will typically be routed to the local PSAP that covers Customer’s REA. In limited circumstances, as further described below, the 911 Call may be routed to a PSAP. Regardless of which PSAP the 911 Call is routed to, if and only if the associate trunk is properly provisioned, the 911 professional will receive the (1) TTN
associated with the 911 Call and (2) Customer’s REA. Customer understands that Customer, and not
CSG, must properly provision elastic SIP trunking origination services for each trunk associated with
each of their TTNs in order for an emergency operator to receive the associated TTN and Customer’s
REA.

17.2. Basic 911. With Basic 911, when a customer places a 911 Call, this call is always sent to the local PSAP serving the Customer’s physical location. 911 professionals answering 911 Calls from Customer will not automatically receive the associated TTN or REA because the PSAP to which the 911 Call was routed will not be equipped to receive, capture, or retain Customer’s assigned TTN or REA.
Accordingly, Customer must provide both call-back and emergency address information to the 911
professionals. If the 911 Call is dropped or disconnected, or if the Customer is unable to speak, then the
911 professional will not be able to call the Customer back or dispatch emergency assistance to the
Customer’s physical location. As additional local PSAPs are able to answer E911 calls, CSG may
upgrade Customer from Basic 911 to E911 service. CSG is not obligated, however, to notify Customer of
the upgrade. In limited circumstances, Customers equipped with Basic 911 may have their calls routed to
a PSAP, as further described below.

17.3. PSAP Service. Certain TTNs will not have access to either Basic 911 or E911 services. If Customer has TTNs that do not have access to either E911 or Basic 911, 911 Calls will be routed to a PSAP. A 911 professional at the PSAP will ask for 911 User’s name, telephone number, and
location, and then transfer the 911 User to the appropriate local PSAP or otherwise determine the best
way to provide emergency services to the 911 User. As with Basic 911, 911 professionals answering calls
in a PSAP will not receive the 911 User’s TTN or REA because PSAPs are not equipped to receive,
capture or retain this information. Accordingly, the 911 User must provide this information to the 911
professional. Other reasons that an 911 User’s 911 Calls may be sent to a PSAP is if (a) there is a problem
validating the REA provided by Customer during provisioning, (b) Customer is located in an area that is
not covered by the land line 911 network, or (c) Customer has Basic 911 or E911 service but these calls
fail to complete and are routed to a PSAP for failover purposes.

17.4. Notwithstanding any term or condition of the Agreement or these 911 Terms to
the contrary, Customer will only utilize CSG’s E911 and/or Basic 911 services pursuant to these 911
Terms for Approved Uses.

17.5. Customer will not block their TTN on a device they are using when placing a 911
Call and the TTN shall be made available in the From/P-Asserted-Identity SIP headers of the incoming
SIP request.

17.6. The parties acknowledge and agree that CSG can only provide E911 call routing
in territories where the PSAP or E911 Authority offers E911. All other 911 calls made by 911 Users
successfully registered in CSG’s database will be routed using the ten-digit outbound trunks or a 911
professional.

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

17.8. 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,
CSG will not be responsible if 911 Service is unavailable due to loss of power; certain features may not
be compatible with 911 service; and CSG reserves the right to refuse provisioning or modification of
features or service if such provisioning or modification adversely affects 911 service.

17.9. Customer Testing. Customer will be solely responsible to test the 911 Services
after installation and periodically throughout the 911 Term (as defined in below) and will notify CSG 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 CSG.

17.10. Equipment; Connection; Customer’s Responsibilities. CSG will not provide any equipment or any electronic tools, except as may be expressly set forth in writing and executed by Customer and CSG. Customer must connect to CSG’s network in a manner and at locations determined
by CSG. Customer will, at Customer’s sole cost and liability as between Customer and CSG, be solely
responsible for (i) providing and successfully installing any and all equipment, software and the like
necessary for Customer to use any service offered or sold by CSG. CUSTOMER WILL INDEMNIFY
AND HOLD CSG HARMLESS AGAINST ANY AND ALL CLAIMS AND EXPENSES RESULTING
FROM THE FAILURE OF CUSTOMER TO COMPLY WITH THIS SECTION.

17.11. Charges and Rates. If applicable, Customer shall pay an additional fee per TTN
enabled to use the 911 Services (“911 Fee”). All payments made hereunder shall be made pursuant to the
payment terms.

17.12. Term. The term of these 911 Terms shall be the same as the period during which the CSG is providing the Services (the “911 Term”).

17.13. DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT CSG’S EMERGENCY SERVICE IS INTERNET-BASED AND THAT INTERNET 911 SERVICES
ARE DIFFERENT THAN THAT OF A TRADITIONAL WIRELINE SERVICE. CUSTOMER
FURTHER ACKNOWLEDGES THAT THE CSG EMERGENCY SERVICE MAY NOT SUPPORT
BASIC 911 OR E911 DIALING IN THE SAME MANNER AS A TRADITIONAL WIRELINE PHONE
SERVICE. FOR BASIC 911 OR E911 TO BE ACCURATELY ROUTED TO THE APPROPRIATE
EMERGENCY RESPONDER, THE CUSTOMER MUST PROVIDE THE REA FOR THE
ASSOCIATED TTN IN ACCORDANCE WITH THE CUSTOMER DOCUMENTATION

17.14. CUSTOMER ACKNOWLEDGES THAT THERE ARE POTENTIAL
COMPLICATIONS ARISING FROM BASIC 911 OR E911 DIALING. SPECIFICALLY, CUSTOMER
ACKNOWLEDGES AND AGREES TO INFORM ALL EMPLOYEES, GUESTS, AND OTHER
THIRD PERSONS WHO MAY ALSO BE 911 USERS THAT BASIC 911 AND E911 SERVICES
WILL NOT FUNCTION IF THERE IS A SERVICE FAILURE DUE TO ANY OF THE FOLLOWING
CIRCUMSTANCES: (A) POWER FAILURE, (B) SUSPENDED OR TERMINATED BROADBAND
SERVICE, (C) SUSPENSION OF SERVICES DUE TO BILLING ISSUES, (D) USE OF CERTAIN
FEATURES WHICH ARE NOT COMPATIBLE WITH 911 SERVICES, AND/OR (E) ANY OTHER
SERVICE OUTAGES NOT DESCRIBED HEREIN. CSG RESERVES THE RIGHT TO REFUSE
PROVISIONING OR MODIFICATION OF FEATURES OR SERVICE IF SUCH PROVISIONING OR
MODIFICATION ADVERSELY AFFECTS THE 911 SERVICES.

17.15. CUSTOMER FURTHER ACKNOWLEDGES THAT FAILURE TO PROVIDE
A CORRECT PHYSICAL ADDRESS IN THE REQUISITE FORMAT MAY CAUSE ALL BASIC 911
OR E911 CALLS TO BE ROUTED TO AN EMERGENCY SERVICE PROVIDER NOT LOCATED
NEAR THE CUSTOMER. FURTHERMORE, CUSTOMER RECOGNIZES THAT USE OF THE 911
SERVICES FROM A LOCATION OTHER THAN THE LOCATION INDICATED IN THE REA MAY
RESULT IN BASIC 911 OR E911 CALLS BEING ROUTED TO AN EMERGENCY SERVICE
PROVIDER NOT LOCATED NEAR THE CUSTOMER.

17.16. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER CSG, 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, MEMBERS, 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) AND
CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION,
ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY
SERVICES TO CUSTOMER.

17.17. Indemnification. The following apply in addition to the other terms and conditions of the Agreement, including, without limitation, any applicable indemnity provisions: Customer agrees to release, indemnify, defend, and hold harmless CSG, its affiliates, directors, officers, shareholders, employees, and agents from any claims, suits, proceedings, expenses, losses, liabilities, or
damages (“911 Claims”) by any party or parties arising out of the use or attempted use of CSG’s services
by any person for purposes of placing 911 Calls, including (i) Claims of infringement or invasion of the
right of privacy or confidentiality of any person or persons; or (ii) all other Claims arising out of any act
or omission of Customer or Customer’s services, caused or claimed to have been caused, directly or
indirectly, by the installation, operation, failure to operate, maintenance, removal, presence,
condition, occasion or use of the 911 Services, features and the equipment associated therewith, or by
any services furnished by CSG in connection therewith, including, without limitation, the
identification of the TTN, address or name associated with the telephone used by the party or parties
accessing 911 Services hereunder, the incorrect routing of any 911 Call, or the mishandling of any 911
Call by 911 professionals. Customer will defend CSG against any such 911 Claims and will pay, without
limitation, all litigation costs, reasonable attorney’s fees and court costs, settlement payments, and any
damages awarded or resulting in any such 911 Claims.

17.18. Limitation of Liability. The following applies in addition to the terms and conditions of the Agreement, including, without limitation, any applicable limitations of liability: (i) Customer agrees that CSG, its directors, officers, members, shareholders, employees, and agents will not
be liable for any loss or damage sustained by Customer or 911 Users due to any failure in or breakdown
of the communication facilities associated with providing the 911 Services, or for any delay, interruption,
or degradation of the Services whatsoever absent gross negligence or willful misconduct by CSG, its
directors, members, officers, shareholders, employees, and agents; (ii) in no event will CSG’s liability to
Customer for any loss arising out of the 911 Services provided pursuant to these 911 Terms or any errors,
interruptions, defects, failures or malfunctions of the 911 Services provided pursuant to these 911 Terms,
including, without limitation, any and all equipment and data processing systems associated therewith,
exceed an amount equal to the total amount paid by Customer to CSG during the twelve (12) month
period preceding the first incident out of which the liability arose. The parties waive any claim that these
exclusions or limitations deprive it of an adequate remedy or cause the Agreement and/or these 911
Terms to fail of its essential purpose; and (iii) Customer further acknowledges, understands and agrees
that CSG has no control over how a foreign administration or third-party carrier establishes its rules and
conditions pertaining to international telecommunications service.

18. Governing Law; Arbitration. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach or termination hereof will be resolved exclusively by binding
arbitration conducted by JAMS (“JAMS”) in accordance with JAMS Comprehensive Arbitration Rules and
Procedures (the “Rules”); provided, however, that if the arbitrator determines that the dispute qualifies for
the Streamlined Arbitration Rules, then the Rules will instead by the Streamlined Arbitration Rules. The
arbitration will be conducted in Hanover County, Virginia, by a single neutral arbitrator and in accordance
with the Rules. The arbitrator will have the power to enter any award that could be entered by a judge of
the trial court of the Commonwealth of Virginia. The Parties further agree that the arbitrator will decide
any disputes related to or arising out of the scope of their agreement to arbitrate or the ability to enforce
this provision of their Agreement, and that any dispute between them will be resolved without the inclusion
of any other parties to the arbitration proceeding, be it as individuals, or as part of a representative class,
unless both Customer and CSG agree to such consolidation after a dispute has arisen. The decision of the
arbitrator will be final and binding upon all parties. Notwithstanding anything to the contrary, if either party
desires to seek injunctive or other equitable relief that does not involve the payment of money, then those
claims must be brought in a state or federal court located in Hanover County, Virginia, and the parties
hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction of such courts and
venue in Hanover County, Virginia in any such action for injunctive relief or equitable relief.

19. Attorneys’ Fees. The prevailing party in any litigation, arbitration, bankruptcy, insolvency
or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Agreement may
recover from the other party all costs, expenses, and reasonable attorneys’ fees (including expert witness
and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the
Proceeding proceeds to judgment), and (b) any post judgment or post award proceeding including, without
limitation, one to enforce or collect any judgment or award resulting from the Proceeding. All such
judgments and awards will contain a specific provision for the recovery of all such subsequently incurred
costs, expenses, and actual attorneys’ fees.

20. Notices. All notices or other communications required or permitted to be given to a party to this Agreement will be in writing and will be sent by electronic mail (return receipt requested), certified mail, postage prepaid, return receipt requested, or sent by an overnight express courier service that provides written confirmation of delivery, (a) to CSG at: 8529 Meadowbridge Rd., Suite 300, Mechanicville, VA 23116; (b) to Customer at its address provided. Each such notice or other communication will be deemed
given, delivered and received upon its actual receipt, except that if it is sent by mail in accordance with this
Section, then it will be deemed given, delivered and received three (3) days after the date such notice or
other communication is deposited with the United States Postal Service in accordance with this Section.
Any party to this Agreement may give a notice of a change of its address to the other party to this
Agreement.

21. General Provisions.

21.1. Amendment. CSG may at its sole and absolute discretion change, add, modify, or
delete portions of this Agreement at any time upon prior written notice to Customer no less than thirty (30)
days prior to the effective date of the changes; provided, however, CSG may not be able to provide at least
thirty (30) days prior written notice of material updates to this Agreement that result from changes in law,
regulation, or requirements from telecommunications providers. Customer’s continued use, sale,
distribution or marketing of the Services following the effective date of the changes shall constitute
Customer’s acceptance of the revised Agreement.

21.2. Waiver. No party shall be deemed to have waived compliance by another party of any provision of this Agreement unless such waiver is contained in a written instrument signed by the waiving party and no waiver that may be given by a party will be applicable except in the specific instance
for which it is given. The failure of any party to enforce at any time any of the provisions of this Agreement
or to exercise any right or option contained in this Agreement or to require at any time performance of any
of the provisions of this Agreement by any of the other parties shall not be construed to be a waiver of such
provisions and shall not affect the validity of this Agreement or any of its provisions or the right of such
party thereafter to enforce each provision of this Agreement. No course of dealing shall operate as a waiver
or modification of any provision of this Agreement or otherwise prejudice such party’s rights, powers and
remedies.

21.3. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

21.4. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties related to its subject matter and supersedes all prior proposals,
understandings, agreements, correspondence, arrangements and contemporaneous oral agreements
relating to the subject matter of this Agreement. No representation, promise, inducement or statement of
intention has been made by any party which has not been embodied in this Agreement. This Agreement
may be modified only by a written instrument signed by the parties hereto.

21.5. Drafting Ambiguities. Each party to this Agreement has reviewed and revised this Agreement. Each party to this Agreement has had the opportunity to have such party’s legal counsel review and revise this Agreement. The rule of construction that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or of any amendments or
exhibits to this Agreement.

21.6. Severability. Each provision of this Agreement will be valid and enforceable to the
fullest extent permitted by law. If any provision of this Agreement or the application of such provision to
any person or circumstance will, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision to persons or circumstances other than those as to which it
is held invalid or unenforceable, will not be affected by such invalidity or unenforceability.

21.7. Further Assurances. Each party to this Agreement will execute all instruments and
documents and take all actions as may be reasonably required to effectuate this Agreement.,/p>

21.8. Survival. The terms and provisions regarding indemnification, confidentiality, intellectual property, warranties, limitation of liability and any other section with obligations that may last after termination of this Agreement shall survive the term and termination of this Agreement.

Schedule B

Support POTSolve Services: $25/line of service.