This Service Agreement (“Agreement”) governs all Dedicated Internet Access and Ethernet Circuit services ordered by Customer from Shawnee Communications. Each circuit is ordered by an Access Service Request in the form of Exhibit A* (Dedicated Internet Access) or Exhibit B* (Ethernet Circuit), executed by both parties and incorporated into and made part of this Agreement by reference. The circuit type, bandwidth, service locations, term, and pricing (MRC/NRC) for each circuit are as set forth in its applicable Access Service Request; this Agreement states the terms and conditions that govern all such circuits.

Services provided by Shawnee are for the sole use of Customer and not for resale or license of any nature without Shawnee’s prior written consent, which may be granted or withheld in Shawnee’s sole discretion. Provisioning of Internet Service Provider (ISP) services, directly or indirectly, without such consent is a violation of this Agreement.

Shawnee will install and terminate the fiber service equipment required to deliver Service to Customer’s premises. Installation will be scheduled during Shawnee’s standard business hours (8:00 a.m.–5:00 p.m. Central Time, Monday through Friday, excluding holidays); installation requested outside these hours may incur an additional fee.

Customer will be billed at the monthly rate set forth in the applicable Access Service Request, subject to the Terms and Conditions of this Agreement and Shawnee’s then-current Acceptable Use Policy (“AUP”), available at www.myshawnee.net. Shawnee reserves the right to amend the AUP from time to time, effective upon posting of the change at that URL or other notice to Customer.

Unless a different term is stated in the applicable Access Service Request, Service is billed on an annual contract that automatically renews at the install anniversary. Service may be cancelled with 60 days’ notice prior to the install anniversary. Circuit bandwidth may be increased at any time; bandwidth may be decreased only at contract renewal.

The Term Commitment for each circuit shall begin as of its “Service Activation Date,” defined as the date that circuit is installed and activated, as confirmed on the applicable Access Service Request.

Terms and Conditions

1. Warranties

Customer acknowledges that this Agreement is between Customer and Shawnee, on behalf of itself and its affiliates and successors. Shawnee exercises no control over and accepts no responsibility for the content of information passing through Shawnee’s network, host computers, network hubs, or points of presence (the “Shawnee Network”). EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3 (SERVICE LEVEL DISCLAIMER; RESTORATION PRIORITY) BELOW, SHAWNEE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICE AND EQUIPMENT IT IS PROVIDING, AND DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Use of information obtained through the Service is at Customer’s own risk. Shawnee shall not be liable for any delay or failure in performance due to Force Majeure, including without limitation acts of God, labor disputes, changes in law or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or other occurrences beyond Shawnee’s reasonable control. Customer is solely responsible for the security of Customer’s own data, systems, and networks. Actual throughput may vary based on network and traffic conditions and is measured at the network interface device installed at Customer’s premises.

2. Acceptable Use

All use of the Shawnee Network and the Service must comply with Shawnee’s then-current Acceptable Use Policy (“AUP”), available at www.myshawnee.net and incorporated into this Agreement. Shawnee reserves the right to amend the AUP, and to suspend or terminate this Agreement upon notice for a violation of the AUP. Customer agrees to indemnify and hold harmless Shawnee from any losses, damages, costs, or expenses arising out of any third-party claim relating to Customer’s use of the Service, including any claim which, if true, would constitute a violation of the AUP.

3. Service Level Disclaimer; Restoration Priority

No SLA. Shawnee does not offer, and this Agreement does not include, a Service Level Agreement (“SLA”). No uptime percentage, availability guarantee, mean-time-to-repair commitment, or other quantitative performance metric is warranted, promised, or implied under this Agreement, any Access Service Request, or any quote, proposal, or correspondence relating to the Service.

Restoration Priority. As an operational practice only, circuits provisioned under this Agreement are assigned priority status for trouble dispatch and restoration ahead of standard residential and non-priority business service in the event of a service-affecting outage. This priority is subject to change at Shawnee’s sole discretion, does not constitute a warranty of any kind, and does not entitle Customer to any service credit, refund, or other remedy based on actual restoration time.

Diverse Path Configuration. Where the applicable Access Service Request designates a circuit as physically and/or logically diverse, Shawnee will use commercially reasonable efforts to route that circuit over a separate physical fiber path and terminate it on separate network equipment from the circuit(s) it is diverse to. This is a network design characteristic, not a service level commitment, and does not itself guarantee availability.

4. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL SHAWNEE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, OR SERVICE INTERRUPTIONS. Customer’s sole remedies for any claim relating to the Service or the Shawnee Network are as set forth in this Section 4 and Section 3 above. Notwithstanding anything to the contrary in this Agreement, Shawnee’s maximum aggregate liability hereunder will not exceed an amount equal to the total monthly recurring charges paid by Customer for the sixty (60) months preceding the month in which such liability arises.

5. IP Addresses

Any Internet Protocol numbers (“IP Numbers”) assigned to Customer in connection with the Service shall be used only in connection with the Service, and Customer’s right to use such IP Numbers terminates upon discontinuance of the Service or expiration or termination of this Agreement. Static IP addresses are available for an additional monthly fee as set forth in the applicable Access Service Request.

6. Payment and Billing

Payment is due twenty-one (21) days after the date of invoice. Accounts not paid within 21 days are in default and subject to a returned-check charge of $35, and to service interruption or termination and/or a required deposit; interruption does not relieve Customer of the obligation to pay the Monthly Fee. After the initial Term, only a written request to terminate relieves Customer of the obligation to pay the Monthly Fee going forward. Accounts in default accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus Shawnee’s reasonable collection expenses, including attorney’s fees. Billing begins as of the Service Activation Date; the Installation Charge is due and payable on or before that date. Shawnee reserves the right to change rates upon thirty (30) days’ notice to Customer.

7. General

Neither party may use the other’s name, trademarks, or trade names without prior written consent. Neither party may assign this Agreement without the other’s prior written consent (not to be unreasonably withheld), except that Shawnee may assign this Agreement to an affiliate or successor without Customer’s consent. No failure or delay in exercising any right hereunder shall operate as a waiver of that right. Shawnee’s affiliates or subcontractors may perform some or all of Shawnee’s duties hereunder. This Agreement, together with the AUP and each executed Access Service Request, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous representations, understandings, or agreements relating to its subject matter. Acceptance of this Agreement is subject, in Shawnee’s discretion, to satisfactory completion of a credit check; activation of Service indicates Shawnee’s acceptance of this Agreement.

8. Maintenance

Scheduled maintenance will be performed during Shawnee’s standard maintenance window (Tuesdays and Thursdays, 12:00 a.m.–6:00 a.m. Central Time). No additional notice of scheduled maintenance will be provided unless published at www.myshawnee.net.

9. Customer Premise Power

Customer is solely responsible for providing electrical power at the Service location sufficient to power Shawnee-provided equipment. Where backup power is made available by Shawnee, Customer remains solely responsible for maintaining it; Shawnee passes through manufacturer warranties to the extent permitted but otherwise provides no independent warranty for backup power equipment.

10. Access Service Requests; Order of Precedence

Each Access Service Request (Exhibit A or Exhibit B) executed by both parties and referencing this Agreement is incorporated into and made part of this Agreement. In the event of a conflict, this Agreement governs, except that circuit-specific technical specifications, service locations, term, and pricing are governed by the applicable Access Service Request. Additional circuits may be added under this Agreement at any time by executing a new Access Service Request, without the need to re-execute this Agreement.

*Provided when necessary or upon request.