Customer Agreements, Policies & Disclosures

This Internet Access Agreement (“Agreement”) is entered into between SKYBRIDGE WIRELESS, LLC. Herein referred to as “SKYBRIDGE”, a Florida Limited Liability Corporation, and the party named on the Service Order Form attached herein referred to as “Customer”). This Agreement is hereby effective as of the date of execution by SKYBRIDGE found on the service order form attached. Consisting of the Service Order Form(s), Terms and Conditions, Acceptable Use Policy, and any addenda, exhibits, or attachments added by the parties to this agreement. The Parties agree to be bound by the terms of this Agreement, and affirm that each have caused this agreement to be executed by their respective duly authorized representatives on the dates written below their names.

ARTICLE 1: ORDERS FOR AND DELIVERY OF SERVICE

1.1 Services. The Service Order Form(s) and other attachments incorporated into this Agreement detail the price, location and other information about the service(s) to be provided by SKYBRIDGE to Customer (“Services”). An initial Service Order Form (“SOF”) is attached. To order additional Services during the term of this Agreement, Customer shall complete a SOF for each additional Service or location requested.

1.2 Submission and Acceptance of Customer Order(s). Customer may issue one or more service orders describing Bandwidth Speed, Access Ports, IP Allocation, and/or other services in a form designated by SKYBRIDGE known as “Service Order Form”. The Service Order Form shall contain the duration for which Service is ordered known as “Service Term”. SKYBRIDGE will notify Customer of acceptance (in writing or electronically) of the Customer’s Service Order and the date by which SKYBRIDGE will install Service known as the “Customer Commit Date”; If Customer submits Customer Order Form electronically, Customer shall assure that any passwords or access devices are available only to those having authority to submit Service Order Forms.

1.3 Customer Premises. If access to non-SKYBRIDGE facilities is required for the installation, maintenance or removal of SKYBRIDGE equipment, Customer shall, at its expense, secure such right of access, and shall arrange for the provision and maintenance of Electrical Power, Electrical Battery Backup System(s) and/or Electrical Surge Suppression as needed for the proper operation of such equipment.

1.4 Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. If scheduled maintenance requires Service interruption, SKYBRIDGE will (i) provide Customer 48-hours written notice via email, (ii) work with Customer to try to minimize Service interruptions, and (iii) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time.

1.5 Installation Requested Information. In order to install Customer’s Service, SKYBRIDGE may need Customer to provide SKYBRIDGE with certain information to enable the Services to be provisioned. Customer will be required to provide the requested information in a timely fashion. Time is of the essence. If SKYBRIDGE does not receive the requested information in a commercially reasonable time frame, and Customer terminates the Agreement, Customer will continue to be responsible for all Non-Recurring and Early Termination Charges as applicable

ARTICLE 2: BILLING AND PAYMENT

2.1 Commencement of Billing. SKYBRIDGE will deliver written or electronic notice to Customer upon installation of Service, at which time billing will commence (“Service Commencement Date”), regardless of whether Customer is prepared to accept delivery of Service. If Customer notifies SKYBRIDGE within 3 days after delivery of the Connection Notice that Service is not functioning properly (and such Service is not functioning properly), SKYBRIDGE will correct any deficiencies and, upon Customer’s request, credit Customer’s account in the amount of 1/30 of the applicable Monthly Recurring Charges hereby known as “MRC” for each day the Service did not function properly.

2.2 Payment of Invoices and Disputes. Invoices are delivered monthly and due in accordance with the terms set on the service order form under (“Net Terms”). Fixed charges are billed in advance and overage charges are billed in arrears. Billing for partial months is prorated. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law. Customer is responsible for all charges respecting the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 30 days from the date of the invoice. If the dispute is resolved against Customer, Customer shall pay such amounts plus interest from the date originally due. If Customer’s check is returned to SKYBRIDGE unpaid, Customer is subject to a returned check charge of $50.00 from SKYBRIDGE. Wire transfer fees are subject to a $25 incoming wire transfer processing fee. All payments must be in USD.

2.3 Taxes and Fees. Except for taxes based on SKYBRIDGE’ net income, Customer will be responsible for all taxes and fees that arise in any jurisdiction, including value added, consumption, sales, use, gross receipts, foreign withholding (which will be grossed up), excise, access, bypass, franchise or other taxes, fees, duties, charges or surcharges imposed on or incident to the provision, sale or use of Service (whether imposed on SKYBRIDGE or any affiliate of SKYBRIDGE). Such charges may be shown on invoices as cost recovery fees. Charges for Service are exclusive of taxes. Customer may present SKYBRIDGE a valid exemption certificate and SKYBRIDGE will give effect thereto prospectively.

2.4 Regulatory and Legal Changes. If any change in applicable law, regulation, rule or order materially affects delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties are unable to reach agreement within 30 days after SKYBRIDGE’ delivery of written notice requesting renegotiation: (a) SKYBRIDGE may pass any increased costs relating to delivery of Service through to Customer, and (b) if SKYBRIDGE does so, Customer may terminate the affected Service without termination liability by delivering written notice to SKYBRIDGE within 30 days.

2.5. Termination before Billing Commencement and/or service delivery. If a Customer terminates a Service order form at will a nd not as otherwise allowed pursuant to this Agreement, Customer shall be liable for to SKYBRIDGE for twelve (12) months of the monthly recurring charges. In addition, Customer will be required to compensate SKYBRIDGE for any additional installation or construction related costs incurred by SKYBRIDGE which exceed the twelve (12) month’s MRC liability. Customer herby agrees that the charges in this Section are a genuine estimate of SKYBRIDGEs actual damages and are not a penalty.

2.5.1 If Service is terminated after Billing Commencement and/or Service Commencement Date prior to the end of the initial and/or renewal service term, then, commencing on the effective date of such termination, Customer will be subject to early termination charges equal to one hundred percent (100%) of the monthly recurring charges times the number of months remaining in the initial service term, if any; plus one hundred percent (100%) of any and all waived installation fees and/or third-party provisioning and/or construction costs (“Early Termination Charges”). Customer agrees to pay all such Early Termination Charges within thirty days of Customer’s notice of termination or immediately upon receipt of SKYBRIDGEs last invoice to Customer (“Final Invoice”). All requests to terminate Services must be submitted in writing to SKYBRIDGE 30 days prior to the termination effective date. Customer herby agrees that the charges in this Section are a genuine estimate of SKYBRIDGEs actual damages and are not a penalty.

2.5.2 Customer may terminate service after delivery, upon 30 day(s) written notice to SKYBRIDGE identifying such termination and reason of termination. If Customer does so, or if service is terminated by SKYBRIDGE as the result of an uncured default by Customer, customer shall pay SKYBRIDGE a termination charge equal to the sum of: (i) all unpaid amounts for Service provided through the date of termination; (ii) 100% of the remaining MRC for months of the Service Term: The parties agree that the charges in this Section are a genuine estimate of SKYBRIDGE’ actual damages and are not a penalty.

2.5.3 If Temporary Broadband Service is terminated before and/or after service commencement. Customer will be subject to early termination charges equal to one hundred percent (100%) of the monthly recurring charges (MRC), if any; plus one hundred percent (100%) of the non-recurring charges (NRC) remaining in the initial service term, if any; plus one hundred percent (100%) of any and all waived installation fees and/or third-party provisioning and/or construction costs (“Early Termination Charges”). Customer herby agrees that the charges in this Section are a genuine estimate of SKYBRIDGEs actual damages and are not a penalty. ALL TEMPORARY BROADBAND SERVICE SALES ARE FINAL, NO REFUNDS, CREDITS OR ORDER CHANGES PERMITTED.

2.6 Collection Costs: If SKYBRIDGE are required to use a collection agency or attorney to collect money owed by Customer, Customer agrees to pay the reasonable costs of collection. These costs include but are not limited to any collection agency’s fees, reasonable attorneys’ fees, and arbitration or court costs.

2.7 Reconnection Fees and Related Charges. Should Customer wish to resume a Service after any suspension, SKYBRIDGE may require Customer to pay a reconnection fee. Should Customer wish to reinstate any or all Services after disconnection, SKYBRIDGE may require Customer to pay an installation fee and/or service activation fee. These fees are in addition to all past due charges and other fees. Reconnection of the Services is subject to our credit policies, this Agreement and applicable law.

2.8 Suspension/Disconnect: If Customer fail to pay the full amount due for any or all of the Services then SKYBRIDGE, at its sole discretion in accordance with applicable law, may suspend or disconnect any or all the Services Customer receive.

2.9 Fees Not Considered Interest or Penalties: SKYBRIDGE does not anticipate that Customer will fail to pay for the Services on a timely basis, and SKYBRIDGE do not extend credit to customers. Any fees, charges, and assessments due to late payment or nonpayment are not interest, credit service charges, or finance charges or penalties. Rather, they are liquidated damages intended to be a reasonable advance estimate of our costs resulting from late payments and non-payments. These costs will be difficult to calculate or to predict when SKYBRIDGE set such fees, charges, and assessments, because SKYBRIDGE cannot know in advance: (a) whether Customer will pay for the Services on a timely basis, if ever; (b) if Customer do pay late, when Customer will actually pay; and (c) what costs SKYBRIDGE will incur because of Customer late payment or non-payment.

ARTICLE 3: DEFAULT; REMEDIES

3.1 It shall be a default hereunder if (i) Customer fails to pay any monies due in accordance with the customer service order, additional rent or other sum of money within five (5) days after receiving written notice from SKYBRIDGE; (ii) Customer fails to comply with any other provision of this agreement or any other agreement between SKYBRIDGE and Customer within five (5) days after of written notice from SKYBRIDGE; (iii) the agreement hold hereunder demised shall be taken on execution or other process of law in any action against Customer; (iv) Customer fails to promptly take possession of, open for, and continuously operate its business in the Premises when the Premises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Customer shall be a default hereunder); (v) Customer becomes insolvent or unable to pay its debts as they become due, or Customer notifies SKYBRIDGE that it anticipates either condition; (vi) Customer files, or takes any action to, or notifies SKYBRIDGE that Customer intends to, file a petition or proceeding under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any State or territory thereof; or a petition or proceeding is filed against Customer under any such Federal or State law or statute or Customer or any creditor of Customer notifies SKYBRIDGE that it knows such a petition or proceeding will be filed or Customer notifies SKYBRIDGE that it expects such a petition or proceeding to be filed; (vii) a receiver or trustee is appointed for Customer’s agreement hold interest in the Premises or for all or a substantial part of the assets of Customer; (viii) Customer or any guarantor of Customer’s obligations under this agreement provides to SKYBRIDGE materially false or misleading financial or other information regarding Customer and/or any such guarantor, or (ix) there is a default in any other contract, license, occupancy or other agreement with Customer or any entity related to any of them or related to the Building, including, but not limited to, that certain License Agreement of event date herewith between SKYBRIDGE and Customer. No action taken by SKYBRIDGE in response to a Customer default, such as making payments owed by Customer or making repairs or taking other actions to ameliorate the consequences of a Customer default or otherwise, shall operate to, or be deemed to cure or waive, any Customer default or impair any remedy of SKYBRIDGE on account of such Customer default.

3.2 Upon the happening of any of the events set forth in sub-section (3.1) above of this Article 3, SKYBRIDGE may (i) cancel and terminate service(s) on Customer Order and dispossess Customer; (ii) without terminating service(s) on Customer Order, terminate the possession of Customer hereunder and declare all amounts due under Article 2 section 5 of this agreement; (iii) enter upon the Premises and do whatever Customer is obligated to do under the terms of the Customer Order, and Customer agrees to reimburse SKYBRIDGE on demand for all expenses which SKYBRIDGE incurs in effecting compliance with Customer’s obligations under this Agreement and Customer further agrees that SKYBRIDGE shall not be liable for any damages resulting to the Customer from such action; (iv) Restrict Customer’s employees, agents, subcontractors, and other affiliates of Customer’s to escorted access to the facility by one of SKYBRIDGE’ personnel.

3.3 All such remedies of SKYBRIDGE are cumulative and not exclusive, and in addition, SKYBRIDGE may pursue any and all other remedies permitted by law and available in equity. Forbearance by SKYBRIDGE to enforce one or more of the remedies herein provided upon a Customer default shall not be deemed or construed to constitute a waiver of such default or any other or future default.

3.5 Termination by SKYBRIDGE. If Customer does not pay all undisputed charges by the Due Date, Customer will have five (5) days from the Due Date to cure any late payments before SKYBRIDGE may exercise its right, subject to any state or federal regulations, to discontinue providing the Services to Customer with or without notice. SKYBRIDGE reserves the right to terminate this Agreement if it determines in its reasonable business judgment that it will not continue to provide such Services under this Agreement. In that event, SKYBRIDGE will provide no less than thirty (30) days prior notice of such termination.

ARTICLE 4: LIABILITIES AND SERVICE LEVELS

4.1 No Warranty. SKYBRIDGE PROVIDES THE SERVICES AS IS. IN CONNECTION WITH THE SERVICES, SKYBRIDGE (A) MAKES NO WARRANTIES WHETHER EXPRESS OR IMPLIED, AND (B) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN THE EVENT THAT SKYBRIDGE PROVIDES CUSTOMER WITH PRODUCTS IN CONJUNCTION WITH THE SERVICES, FOR EXAMPLE THIRD PARTY SOFTWARE PRODUCTS, SKYBRIDGE ALSO PROVIDES SUCH PRODUCTS AS IS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SKYBRIDGE SHALL HAVE NO LIABILITY FOR FAILURE OF ANY PRODUCT OR SERVICE IT PROVIDES. SKYBRIDGE DOES NOT MONITOR OR EXERCISE CONTROL OVER THE CONTENT OF THE INFORMATION RESIDING ON SKYBRIDGE’ EQUIPMENT OR TRANSMITTED THROUGH ITS FACILITIES. USE OF ANY INFORMATION OBTAINED VIA SKYBRIDGE’ SERVICES IS AT CUSTOMER’S OWN RISK. SKYBRIDGE SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES.

4.3 Release from Liability for Damages Arising from Certain Causes: SKYBRIDGE shall not be liable to Customer for, and Customer hereby releases SKYBRIDGE from, any and all liability for loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, terrorist action, court order, requisition, or order of governmental body or authority or by any other cause beyond the control of SKYBRIDGE, and from liability for water, smoke or other damage and similar consequential damages to the Premises or to Customer’s personnel from any cause whatsoever, except in the event of SKYBRIDGE gross negligence or willful misconduct.

4.4 Attorneys’ Fees. In any action brought by either party hereto against the other to recover any sum due under this agreement, or for any breach of any covenant of this agreement, the prevailing party in such action shall be entitled to recover from the other all costs, including reasonable attorney’s fees, incurred by the prevailing party in the action. In any case in which either party hereto shall be entitled to recover attorney’s fees from the other under the terms of this agreement, such recovery shall include such fees at the trial level, on appeal, in bankruptcy or other insolvency proceedings and otherwise.

4.5 If a disclaimer of warranties with respect to the Products is not permitted under applicable law, then, to the maximum extent permitted by applicable law, all warranties on the Products shall be limited in duration to the period commencing on the date of Customer receipt of the Products and expiring (i) two years after such date or (ii) when Customer sell or otherwise transfer ownership of the Products to any other person or entity. 4.6 IN NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY (INCLUDING WITHOUT LIMITATION TORT, CONTRACT OR OTHERWISE) SHALL SKYBRIDGE HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY FOR: (i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, TREBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES OR PERSONAL INJURY (INCLUDING DEATH), RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, CUSTOMER PURCHASE OR USE OF THE PRODUCTS, OR THE INSTALLATION, REPAIR OR SERVICING OF THE PRODUCTS BY SKYBRIDGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING LEGAL FEES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON AN ASSERTION THAT THE USE OF THE PRODUCTS BY CUSTOMER OR ANY OTHER PERSON OR ENTITY INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.

ARTICLE 5: INTERNET ACCESS TERMS AND CONDITIONS

5.1 Unauthorized Devices or Tampering: Customer agrees not to attach any unauthorized device to SKYBRIDGE Equipment or the Services. If Customer make any unauthorized connection or modification to SKYBRIDGE Equipment or the Services or any other part of our wireless network, SKYBRIDGE may terminate Customer Service and recover such damages as may result from Customer actions. Unless expressly authorized by SKYBRIDGE, Customer agrees not to install anything to intercept or receive any of the Services offered over our wireless network or to assist any person in intercepting or receiving any of the Services offered over our wireless network. Customer also agree that Customer will not attach anything to the Inside Wiring, SKYBRIDGE Equipment or Customer Equipment, whether installed by Customer or SKYBRIDGE, which singly or together impairs the integrity of our wireless network or degrades our wireless network’s signal quality or strength or creates signal leakage.

5.2 Customer hereby agree that SKYBRIDGE may recover damages from Customer for tampering with any SKYBRIDGE Equipment or any other part of our wireless network or for receiving unauthorized Service(s). Customer agrees that it would be difficult if not impossible to calculate precisely the lost revenue resulting from Customer receipt of unauthorized Service(s) or the alteration or improper use of SKYBRIDGE Equipment. Customer therefore agree to pay SKYBRIDGE as liquidated damages, the sum of $50,000.00 per device used to receive the unauthorized Services in addition to our cost to replace any altered, damaged or unreturned SKYBRIDGE Equipment or other equipment owned by SKYBRIDGE, including any incidental costs. The unauthorized reception of the Services may also result in criminal fines and/or imprisonment.

5.3 Access To Customer Premises: Customer agrees to allow SKYBRIDGE and our agents the right, to enter at reasonable times Customer property upon which the Services and/or SKYBRIDGE Equipment will be provided (the “Premises”), for purposes of installing, configuring, maintaining, inspecting, upgrading, replacing and removing the Services and/or SKYBRIDGE Equipment used to receive any of the Services. Customer warrant that Customer are either the owner of the Premises or that Customer have the authority to give SKYBRIDGE access to the Premises. If Customer are not the owner of the Premises, Customer are responsible for obtaining any necessary approval from the owner to allow SKYBRIDGE and our agents into the Premises to perform the activities specified above. In addition, Customer agrees to supply SKYBRIDGE or our agent, if SKYBRIDGE ask, the owner’s name, address and phone number and/or evidence that the owner has authorized Customer to grant access to SKYBRIDGE and our agents to the Premises.

5.4 Maintenance And Ownership Of Equipment: SKYBRIDGE Equipment. Customer agrees that except for the wiring installed inside the Premises (“Inside Wiring”), all SKYBRIDGE equipment belongs to SKYBRIDGE or other third parties and will not be deemed fixtures or in any way part of the Premises. SKYBRIDGE Equipment includes all new or reconditioned equipment installed, provided or leased to Customer by SKYBRIDGE or our agents, including but not limited to, cabling or wiring and related electronic devices, CPE (Customer Premise Equipment “Customer WiMAX or Wi-Fi Radio Device), Routers, Switches, any other hardware and all software or “downloads” to SKYBRIDGE Equipment. Customer agrees to use SKYBRIDGE Equipment only for the Services pursuant to this Agreement. We may remove or change the SKYBRIDGE Equipment at our discretion at any time the Services are active or following the termination of Customer Service(s). Customer agrees to allow SKYBRIDGE access to the Premises for these purposes. Customer may not sell, lease, abandon or give away the SKYBRIDGE Equipment, or permit any other provider of video, high speed data or telephone services to use the SKYBRIDGE Equipment. The SKYBRIDGE Equipment may only be used in the Premises. At Customer request, SKYBRIDGE may relocate the SKYBRIDGE Equipment in the Premises for an additional charge, at a time agreeable to Customer and SKYBRIDGE. CUSTOMER UNDERSTAND AND ACKNOWLEDGE THAT IF CUSTOMER ATTEMPT TO INSTALL OR USE THE SKYBRIDGE EQUIPMENT OR SERVICES AT A LOCATION OTHER THAN THE PREMISES, THE SERVICES MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY. Customer agrees that Customer will not allow anyone other than SKYBRIDGE employees or agents to service the SKYBRIDGE Equipment. We suggest that the SKYBRIDGE Equipment in Customer possession be covered by Customer homeowners, renters, or other insurance. Customer will be directly responsible for loss, repair, replacement and other costs, damages, fees and charges if Customer do not return the SKYBRIDGE Equipment to SKYBRIDGE in an undamaged condition.

5.5 Customer Equipment: Responsibility: SKYBRIDGE has no responsibility for the operation or support, maintenance or repair of any equipment, software or services that Customer elect to use in connection with the Services or SKYBRIDGE Equipment (the “Customer Equipment”.)

5.6 Non-Recommended Configurations: Customer Equipment that does not meet SKYBRIDGEs minimum technical or other specifications constitutes a “Non-Recommended Configuration.” NEITHER SKYBRIDGE NOR ANY OF ITS AFFILIATES, SUPPLIERS OR AGENTS WARRANT THAT A NON-RECOMMENDED CONFIGURATION WILL ENABLE CUSTOMER TO SUCCESSFULLY INSTALL, ACCESS, OPERATE OR USE THE SERVICES. CUSTOMER ACKNOWLEDGE THAT ANY SUCH INSTALLATION, ACCESS, OPERATION, OR USE COULD CAUSE CUSTOMER EQUIPMENT TO FAIL TO OPERATE OR CAUSE DAMAGE TO CUSTOMER EQUIPMENT, CUSTOMER, CUSTOMER PREMISES OR SKYBRIDGE EQUIPMENT. NEITHER SKYBRIDGE NOR ANY OF ITS AFFILIATES, SUPPLIERS OR AGENTS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY SUCH FAILURE OR DAMAGE. SKYBRIDGE reserves the right to deny Customer support for the Services and/or terminate Service(s) if Customer use a Non-Recommended Configuration. 5.7 Customer agrees that the Services and the SKYBRIDGE Equipment will be used only by the Customer and the employees of Customers business with Customer at the same address and only for business and commercial purposes only, unless otherwise specifically authorized by SKYBRIDGE in writing. Customer will not use the SKYBRIDGE Equipment at any time at an address other than the Premises without our prior written authorization. Customer agrees and represent that Customer will not resell or permit another to resell the Services in whole or in part. Customer will not use or permit another to use the SKYBRIDGE Equipment or the Service(s), directly or indirectly, for any unlawful purpose, including, but not limited to, in violation of any posted SKYBRIDGE policy applicable to the Services. Use of the SKYBRIDGE Equipment or Services for transmission, communications or storage of any information, data or material in violation of any U.S. federal, state or local regulation or law is prohibited.

5.8 Customer acknowledge that Customer are accepting this Agreement on behalf of all persons who use the SKYBRIDGE Equipment and/or Services and that Customer shall have sole responsibility for ensuring that all other users understand and comply with the terms and conditions of this Agreement and any applicable SKYBRIDGE policies including, but not limited to, acceptable use and privacy policies. Customer further acknowledge and agree that Customer shall be solely responsible for any transactions, including, without limitation, purchases made through or in connection with the Services. Customer agrees to indemnify, defend and hold harmless SKYBRIDGE and its affiliates, suppliers, and agents against all claims and expenses (including reasonable attorney fees) arising out of the use of the Services, the SKYBRIDGE Equipment and/or the Customer Equipment or the breach of this Agreement or any of the applicable SKYBRIDGE policies by Customer or any other user

ARTICLE 6: SERVICE MAINTENANCE PROCEDURES

6.1 Scheduled Maintenance. Routine maintenance and repair of the Customer Connection (“Scheduled Maintenance”) shall be performed by or under the direction of SKYBRIDGE, at SKYBRIDGE’ reasonable discretion.

6.2 Unscheduled Maintenance. Non-routine maintenance and repair of the Customer circui that is not included as Scheduled Maintenance (“Unscheduled Maintenance”) shall be performed by or under the direction of SKYBRIDGE. Unscheduled Maintenance shall consist of:

6.2.1 “Emergency Unscheduled Maintenance” in response to an alarm identification by SKYBRIDGE’ Operations Center, notification by Customer or notification by any third party of any failure, interruption or impairment in the operation of the connection within the SKYBRIDGE System, or any event imminently likely to cause the failure, interruption or impairment in the operation of the connection within the SKYBRIDGE System.

6.2.2 “Non-Emergency Unscheduled Maintenance” in response to any potential service-affecting situation to prevent any failure, interruption or impairment in the operation of fibers within the SKYBRIDGE System not covered by Scheduled Maintenance. Customer shall immediately report the need for Unscheduled Maintenance to SKYBRIDGE in accordance with reasonable procedures promulgated by SKYBRIDGE from time to time. SKYBRIDGE will log the time of Customer’s report, verify the problem, and dispatch personnel immediately to take corrective action.

6.3 Planned Service Work Period. Scheduled Maintenance that is reasonably expected to produce any signal discontinuity must be coordinated between the parties. Generally, this work should be scheduled after midnight and before 6:00 a.m. local time. The intent is to avoid jeopardizing work during high-traffic periods.

6.4 Cooperation and Coordination. In performing its services hereunder, SKYBRIDGE shall take workmanlike care to prevent impairment to the signal continuity and performance of the Customer connection. The precautions to be taken by SKYBRIDGE shall include notifications to Customer. In addition, SKYBRIDGE shall reasonably cooperate with Customer in sharing information and analyzing the disturbances regarding the cable and/or fibers. In the event that any Scheduled or Unscheduled Maintenance hereunder requires a traffic roll or reconfiguration involving cable, fiber, electronic equipment, or regeneration or other facilities of the Customer, then Customer shall, at SKYBRIDGE’ reasonable request, make such personnel of Customer available as may be necessary in order to accomplish such maintenance, which personnel shall coordinate and cooperate with SKYBRIDGE in performing such maintenance as required of SKYBRIDGE hereunder.

SKYBRIDGE shall notify Customer at least two (2) calendar days prior to the date in connection with any Planned Service Work Period (PSWP) of any Scheduled Maintenance and as soon as possible after becoming aware of the need for Unscheduled Maintenance. Customer shall have the right to be present during the performance of any Scheduled Maintenance or Unscheduled Maintenance so long as this requirement does not interfere with SKYBRIDGE’ ability to perform its obligations under the Agreement. In the event that Scheduled Maintenance is canceled or delayed for whatever reason as previously notified, SKYBRIDGE shall notify Customer at SKYBRIDGE’ earliest opportunity, and will comply with the provisions of the previous sentence to reschedule any delayed activity.

6.5 Restoration. SKYBRIDGE shall respond to any event giving rise to the need for Unscheduled Maintenance (in any event, an “Outage”) as quickly as possible (allowing for delays due to causes beyond such party’s reasonable control (“force majeure event”)) in accordance with the procedures set forth herein.

6.6 Facilities. Customer will be solely responsible for providing and paying for any and all maintenance of all electronic, optical and other equipment, materials and facilities used by Customer in connection with the operation of the Customer connection, none of which is included in the maintenance services to be provided hereunder.

6.7 Subcontracting. SKYBRIDGE may subcontract any of the maintenance services hereunder; provided that SKYBRIDGE shall require the subcontractor(s) to perform in accordance with the requirements and procedures set forth herein. The use of any such subcontractor shall not relieve SKYBRIDGE of any of its obligations hereunder.

ARTICLE 7: GENERAL TERMS

7.1 Force Majeure. Neither party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance or equipment due to force majeure event(s). In the event SKYBRIDGE is unable to deliver Service as a result of a force majeure event, Customer shall not be obligated to pay SKYBRIDGE for the affected Service for so long as SKYBRIDGE is unable to deliver the affected Service. Force majeure events along with scheduled maintenance under section 1.4 shall be considered “Excused Outages.”

7.2 Assignment and Resale. Customer may not assign its rights or obligations under this Agreement or any Customer Order without the prior written consent of SKYBRIDGE, which will not be unreasonably withheld. This Agreement shall apply to any permitted transferees or assignees. Customer may resell or otherwise provide the Service to third parties, provided that Customer shall indemnify, defend and hold SKYBRIDGE and its affiliates harmless from any claims arising from any Services resold or otherwise provided by Customer. If Customer resells telecommunications services, Customer certifies that it has filed all required documentation and will at all relevant times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7.3 Affiliates. Service may be provided to Customer pursuant to this Agreement by an affiliate of SKYBRIDGE, but SKYBRIDGE shall remain responsible to Customer for the delivery and performance of the Service. Customer’s affiliates may purchase Service pursuant to this Agreement. Customer shall be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate, and any default under this Agreement by any Customer affiliate shall also be a default by Customer.

7.4 Notices. All notices between the parties regarding this agreement shall be in writing, and shall be deemed given upon receipt or refusal of delivery, if sent (a) by overnight courier, addressed to the party to be notified at the address stated in this section, or (b) if tendered by personal delivery to such party, or (c) if sent certified, postage prepaid, return receipt requested. Notice to Customer may also be effectuated by delivery to the Premises.

7.5 Acceptable Use Policy; Data Protection. SKYBRIDGE exercises no control over, and accepts no responsibility for, the content of the information passing through SKYBRIDGE’ host computers, network hubs and points of presence (the “SKYBRIDGE Network”). Customer’s use of Service shall comply with SKYBRIDGE’ Acceptable Use Policy and Privacy Policy, as communicated in writing to Customer from time to time and which are also available through SKYBRIDGE’ web site at www.slingbroadband.com. SKYBRIDGE may transfer, process, and store billing and utilization data and other data necessary for SKYBRIDGE’ operation of its network and for the performance of its obligations under this Agreement to or from the United States. Customer consents that SKYBRIDGE may (i) transfer, store, and process such data in the United States; and (ii) use such data for its own internal purposes and as allowed by law. This data will not be disclosed to third parties.

7.6 Governing Law; Amendment. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to its choice of law rules. This Agreement, including any Service Schedule(s) and Customer Order(s) executed hereunder, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder shall constitute a waiver of such right(s).

7.7 Guaranty. In consideration of the execution of this Agreement and in order to induce SKYBRIDGE to enter into this Agreement, the undersigned do hereby guarantee, absolutely and unconditionally, payment of all liabilities of Customer to SKYBRIDGE arising hereunder of whatever nature, whether now existing or hereinafter incurred, whether absolute or contingent, and the full and prompt performance of all the terms, conditions, and obligations of this Agreement or any other agreement existing between SKYBRIDGE and Customer. This is a Guaranty of payment and not of collection, and the undersigned waive any right to require that any action be brought against Customer or any other person, or to require that resort be had to any security before proceeding against the undersigned. This Guaranty shall not be limited to any specific time or period, nor shall termination be effected by the death of any or all of the undersigned. This Guaranty shall remain in effect until all of the terms, conditions, and obligations of the Agreement and supplements or amendments (if any) have been fully performed by Customer. The undersigned waive any and all defenses (except for full payment of all indebtedness owing from Customer to SKYBRIDGE), including set-offs and counterclaims, and SKYBRIDGE may in connection with this Agreement, without notice to the undersigned, renew, extend, or modify any of Customer’s obligations without affecting the undersigned’s liability, which shall be total and absolute. SKYBRIDGE may accept partial payment, settlement, or release, without affecting or impairing the obligations of the undersigned. Any and all requirements for presentation, demand, protest or other notice of dishonor, are hereby waived by the undersigned, as is the right to trial by jury as to any question or dispute arising pursuant to the Agreement. Any delay by SKYBRIDGE in enforcing the obligations created by this Agreement or in the maintenance of any proceeding relating to this Agreement, shall not affect SKYBRIDGEs right to take any other action against the undersigned nor shall it be deemed innovation. The undersigned unconditionally agree that, whenever an attorney is used to obtain payment or otherwise enforce this Guaranty or to enforce, declare, or adjudicate any rights or obligations under this Guaranty, whether by suit or by any other means whatsoever, all costs of collection, and the fee of an attorney for SKYBRIDGE, shall be payable by each Guarantor against whom this Guaranty is sought to be enforced, declared, or adjudicated. The undersigned, if more than one, shall be jointly and severally bound and liable.

7.8 This Agreement automatically renews for successive service term equal to that of initial service term unless terminated by customer upon at least 30 days written notice prior to the end of the renewal term. This Agreement will automatically renew for up to 5 additional periods equal to that of initial service term per SKYBRIDGE Service Order Form (SOF) attached. SKYBRIDGE will contact customer 30 days prior to contract termination and/or expiration; and notify customer of term expiration. Upon expiration or termination of this Agreement, Services not previously terminated by Customer will remain in effect for the term specified in the applicable Service Order Form for each affected Service, and the terms and conditions of this Agreement will continue to apply to such Services. Upon expiration or termination of this Agreement, SKYBRIDGE shall have no obligation to furnish new Services to Customer, and all rights of Customer to order new Services under this Agreement cease.

7.9 SKYBRIDGE may change prices, fees, Services, and/or the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, SKYBRIDGE will give Customer thirty (30) days prior Notice of any significant change to this Agreement. If Customer find the change unacceptable, Customer have the right to cancel Customer Service(s). However, if Customer continue to receive Service(s) after the end of the notice period (the “Effective Date”) of the change, SKYBRIDGE will consider that Customer have accepted the changes. Customer may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose.

7.10 Relationship of the Parties. The relationship between Customer and SKYBRIDGE shall not be that of partners, agents, or joint ventures for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes.

7.11 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. Facsimile signatures shall be sufficient to bind the parties to this Agreement. Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, whether by original, photocopy or facsimile, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.

7.12 Termination by SKYBRIDGE. If Customer does not pay all undisputed charges by the Due Date, Customer will have thirty (30) days from the Due Date to cure any late payments before SKYBRIDGE may exercise its right, subject to any state or federal regulations, to discontinue providing the Services to Customer with or without notice. SKYBRIDGE reserves the right to terminate this Agreement if it determines in its reasonable business judgment that it will not continue to provide such Services under this Agreement. In that event, SKYBRIDGE will provide no less than sixty (60) days prior notice of such termination.

7.13 Survival of Terms. The obligations of the parties under this Agreement that by their nature would continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of thi

This Internet Access Agreement (“Agreement”) is entered into between SKYBRIDGE WIRELESS, LLC. Herein referred to as “SKYBRIDGE”, a Florida Limited Liability Corporation, and the party named on the Service Order Form attached herein referred to as “Customer”). This Agreement is hereby effective as of the date of execution by SKYBRIDGE found on the service order form attached. Consisting of the Service Order Form(s), Terms and Conditions, Acceptable Use Policy, and any addenda, exhibits, or attachments added by the parties to this agreement. The Parties agree to be bound by the terms of this Agreement, and affirm that each have caused this agreement to be executed by their respective duly authorized representatives on the dates written below their names.

ARTICLE 1: ORDERS FOR AND DELIVERY OF SERVICE

1.1 Services. The Service Order Form(s) and other attachments incorporated into this Agreement detail the price, location and other information about the service(s) to be provided by SKYBRIDGE to Customer (“Services”). An initial Service Order Form (“SOF”) is attached. To order additional Services during the term of this Agreement, Customer shall complete a SOF for each additional Service or location requested.

1.2 Submission and Acceptance of Customer Order(s). Customer may issue one or more service orders describing Bandwidth Speed, Access Ports, IP Allocation, and/or other services in a form designated by SKYBRIDGE known as “Service Order Form”. The Service Order Form shall contain the duration for which Service is ordered known as “Service Term”. SKYBRIDGE will notify Customer of acceptance (in writing or electronically) of the Customer’s Service Order and the date by which SKYBRIDGE will install Service known as the “Customer Commit Date”; If Customer submits Customer Order Form electronically, Customer shall assure that any passwords or access devices are available only to those having authority to submit Service Order Forms.

1.3 Customer Premises. If access to non-SKYBRIDGE facilities is required for the installation, maintenance or removal of SKYBRIDGE equipment, Customer shall, at its expense, secure such right of access, and shall arrange for the provision and maintenance of Electrical Power, Electrical Battery Backup System(s) and/or Electrical Surge Suppression as needed for the proper operation of such equipment.

1.4 Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. If scheduled maintenance requires Service interruption, SKYBRIDGE will (i) provide Customer 48-hours written notice via email, (ii) work with Customer to try to minimize Service interruptions, and (iii) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time.

1.5 Installation Requested Information. In order to install Customer’s Service, SKYBRIDGE may need Customer to provide SKYBRIDGE with certain information to enable the Services to be provisioned. Customer will be required to provide the requested information in a timely fashion. Time is of the essence. If SKYBRIDGE does not receive the requested information in a commercially reasonable time frame, and Customer terminates the Agreement, Customer will continue to be responsible for all Non-Recurring and Early Termination Charges as applicable

ARTICLE 2: BILLING AND PAYMENT

2.1 Commencement of Billing. SKYBRIDGE will deliver written or electronic notice to Customer upon installation of Service, at which time billing will commence (“Service Commencement Date”), regardless of whether Customer is prepared to accept delivery of Service. If Customer notifies SKYBRIDGE within 3 days after delivery of the Connection Notice that Service is not functioning properly (and such Service is not functioning properly), SKYBRIDGE will correct any deficiencies and, upon Customer’s request, credit Customer’s account in the amount of 1/30 of the applicable Monthly Recurring Charges hereby known as “MRC” for each day the Service did not function properly.

2.2 Payment of Invoices and Disputes. Invoices are delivered monthly and due in accordance with the terms set on the service order form under (“Net Terms”). Fixed charges are billed in advance and overage charges are billed in arrears. Billing for partial months is prorated. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law. Customer is responsible for all charges respecting the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 30 days from the date of the invoice. If the dispute is resolved against Customer, Customer shall pay such amounts plus interest from the date originally due. If Customer’s check is returned to SKYBRIDGE unpaid, Customer is subject to a returned check charge of $50.00 from SKYBRIDGE. Wire transfer fees are subject to a $25 incoming wire transfer processing fee. All payments must be in USD.

2.3 Taxes and Fees. Except for taxes based on SKYBRIDGE’ net income, Customer will be responsible for all taxes and fees that arise in any jurisdiction, including value added, consumption, sales, use, gross receipts, foreign withholding (which will be grossed up), excise, access, bypass, franchise or other taxes, fees, duties, charges or surcharges imposed on or incident to the provision, sale or use of Service (whether imposed on SKYBRIDGE or any affiliate of SKYBRIDGE). Such charges may be shown on invoices as cost recovery fees. Charges for Service are exclusive of taxes. Customer may present SKYBRIDGE a valid exemption certificate and SKYBRIDGE will give effect thereto prospectively.

2.4 Regulatory and Legal Changes. If any change in applicable law, regulation, rule or order materially affects delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties are unable to reach agreement within 30 days after SKYBRIDGE’ delivery of written notice requesting renegotiation: (a) SKYBRIDGE may pass any increased costs relating to delivery of Service through to Customer, and (b) if SKYBRIDGE does so, Customer may terminate the affected Service without termination liability by delivering written notice to SKYBRIDGE within 30 days.

2.5. Termination before Billing Commencement and/or service delivery. If a Customer terminates a Service order form at will a nd not as otherwise allowed pursuant to this Agreement, Customer shall be liable for to SKYBRIDGE for twelve (12) months of the monthly recurring charges. In addition, Customer will be required to compensate SKYBRIDGE for any additional installation or construction related costs incurred by SKYBRIDGE which exceed the twelve (12) month’s MRC liability. Customer herby agrees that the charges in this Section are a genuine estimate of SKYBRIDGEs actual damages and are not a penalty.

2.5.1 If Service is terminated after Billing Commencement and/or Service Commencement Date prior to the end of the initial and/or renewal service term, then, commencing on the effective date of such termination, Customer will be subject to early termination charges equal to one hundred percent (100%) of the monthly recurring charges times the number of months remaining in the initial service term, if any; plus one hundred percent (100%) of any and all waived installation fees and/or third-party provisioning and/or construction costs (“Early Termination Charges”). Customer agrees to pay all such Early Termination Charges within thirty days of Customer’s notice of termination or immediately upon receipt of SKYBRIDGEs last invoice to Customer (“Final Invoice”). All requests to terminate Services must be submitted in writing to SKYBRIDGE 30 days prior to the termination effective date. Customer herby agrees that the charges in this Section are a genuine estimate of SKYBRIDGEs actual damages and are not a penalty.

2.5.2 Customer may terminate service after delivery, upon 30 day(s) written notice to SKYBRIDGE identifying such termination and reason of termination. If Customer does so, or if service is terminated by SKYBRIDGE as the result of an uncured default by Customer, customer shall pay SKYBRIDGE a termination charge equal to the sum of: (i) all unpaid amounts for Service provided through the date of termination; (ii) 100% of the remaining MRC for months of the Service Term: The parties agree that the charges in this Section are a genuine estimate of SKYBRIDGE’ actual damages and are not a penalty.

2.5.3 If Temporary Broadband Service is terminated before and/or after service commencement. Customer will be subject to early termination charges equal to one hundred percent (100%) of the monthly recurring charges (MRC), if any; plus one hundred percent (100%) of the non-recurring charges (NRC) remaining in the initial service term, if any; plus one hundred percent (100%) of any and all waived installation fees and/or third-party provisioning and/or construction costs (“Early Termination Charges”). Customer herby agrees that the charges in this Section are a genuine estimate of SKYBRIDGEs actual damages and are not a penalty. ALL TEMPORARY BROADBAND SERVICE SALES ARE FINAL, NO REFUNDS, CREDITS OR ORDER CHANGES PERMITTED.

2.6 Collection Costs: If SKYBRIDGE are required to use a collection agency or attorney to collect money owed by Customer, Customer agrees to pay the reasonable costs of collection. These costs include but are not limited to any collection agency’s fees, reasonable attorneys’ fees, and arbitration or court costs.

2.7 Reconnection Fees and Related Charges. Should Customer wish to resume a Service after any suspension, SKYBRIDGE may require Customer to pay a reconnection fee. Should Customer wish to reinstate any or all Services after disconnection, SKYBRIDGE may require Customer to pay an installation fee and/or service activation fee. These fees are in addition to all past due charges and other fees. Reconnection of the Services is subject to our credit policies, this Agreement and applicable law.

2.8 Suspension/Disconnect: If Customer fail to pay the full amount due for any or all of the Services then SKYBRIDGE, at its sole discretion in accordance with applicable law, may suspend or disconnect any or all the Services Customer receive.

2.9 Fees Not Considered Interest or Penalties: SKYBRIDGE does not anticipate that Customer will fail to pay for the Services on a timely basis, and SKYBRIDGE do not extend credit to customers. Any fees, charges, and assessments due to late payment or nonpayment are not interest, credit service charges, or finance charges or penalties. Rather, they are liquidated damages intended to be a reasonable advance estimate of our costs resulting from late payments and non-payments. These costs will be difficult to calculate or to predict when SKYBRIDGE set such fees, charges, and assessments, because SKYBRIDGE cannot know in advance: (a) whether Customer will pay for the Services on a timely basis, if ever; (b) if Customer do pay late, when Customer will actually pay; and (c) what costs SKYBRIDGE will incur because of Customer late payment or non-payment.

ARTICLE 3: DEFAULT; REMEDIES

3.1 It shall be a default hereunder if (i) Customer fails to pay any monies due in accordance with the customer service order, additional rent or other sum of money within five (5) days after receiving written notice from SKYBRIDGE; (ii) Customer fails to comply with any other provision of this agreement or any other agreement between SKYBRIDGE and Customer within five (5) days after of written notice from SKYBRIDGE; (iii) the agreement hold hereunder demised shall be taken on execution or other process of law in any action against Customer; (iv) Customer fails to promptly take possession of, open for, and continuously operate its business in the Premises when the Premises are delivered to it and thereafter during the term hereof (it being intended that a vacating by Customer shall be a default hereunder); (v) Customer becomes insolvent or unable to pay its debts as they become due, or Customer notifies SKYBRIDGE that it anticipates either condition; (vi) Customer files, or takes any action to, or notifies SKYBRIDGE that Customer intends to, file a petition or proceeding under any section or chapter of the Federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any State or territory thereof; or a petition or proceeding is filed against Customer under any such Federal or State law or statute or Customer or any creditor of Customer notifies SKYBRIDGE that it knows such a petition or proceeding will be filed or Customer notifies SKYBRIDGE that it expects such a petition or proceeding to be filed; (vii) a receiver or trustee is appointed for Customer’s agreement hold interest in the Premises or for all or a substantial part of the assets of Customer; (viii) Customer or any guarantor of Customer’s obligations under this agreement provides to SKYBRIDGE materially false or misleading financial or other information regarding Customer and/or any such guarantor, or (ix) there is a default in any other contract, license, occupancy or other agreement with Customer or any entity related to any of them or related to the Building, including, but not limited to, that certain License Agreement of event date herewith between SKYBRIDGE and Customer. No action taken by SKYBRIDGE in response to a Customer default, such as making payments owed by Customer or making repairs or taking other actions to ameliorate the consequences of a Customer default or otherwise, shall operate to, or be deemed to cure or waive, any Customer default or impair any remedy of SKYBRIDGE on account of such Customer default.

3.2 Upon the happening of any of the events set forth in sub-section (3.1) above of this Article 3, SKYBRIDGE may (i) cancel and terminate service(s) on Customer Order and dispossess Customer; (ii) without terminating service(s) on Customer Order, terminate the possession of Customer hereunder and declare all amounts due under Article 2 section 5 of this agreement; (iii) enter upon the Premises and do whatever Customer is obligated to do under the terms of the Customer Order, and Customer agrees to reimburse SKYBRIDGE on demand for all expenses which SKYBRIDGE incurs in effecting compliance with Customer’s obligations under this Agreement and Customer further agrees that SKYBRIDGE shall not be liable for any damages resulting to the Customer from such action; (iv) Restrict Customer’s employees, agents, subcontractors, and other affiliates of Customer’s to escorted access to the facility by one of SKYBRIDGE’ personnel.

3.3 All such remedies of SKYBRIDGE are cumulative and not exclusive, and in addition, SKYBRIDGE may pursue any and all other remedies permitted by law and available in equity. Forbearance by SKYBRIDGE to enforce one or more of the remedies herein provided upon a Customer default shall not be deemed or construed to constitute a waiver of such default or any other or future default.

3.5 Termination by SKYBRIDGE. If Customer does not pay all undisputed charges by the Due Date, Customer will have five (5) days from the Due Date to cure any late payments before SKYBRIDGE may exercise its right, subject to any state or federal regulations, to discontinue providing the Services to Customer with or without notice. SKYBRIDGE reserves the right to terminate this Agreement if it determines in its reasonable business judgment that it will not continue to provide such Services under this Agreement. In that event, SKYBRIDGE will provide no less than thirty (30) days prior notice of such termination.

ARTICLE 4: LIABILITIES AND SERVICE LEVELS

4.1 No Warranty. SKYBRIDGE PROVIDES THE SERVICES AS IS. IN CONNECTION WITH THE SERVICES, SKYBRIDGE (A) MAKES NO WARRANTIES WHETHER EXPRESS OR IMPLIED, AND (B) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN THE EVENT THAT SKYBRIDGE PROVIDES CUSTOMER WITH PRODUCTS IN CONJUNCTION WITH THE SERVICES, FOR EXAMPLE THIRD PARTY SOFTWARE PRODUCTS, SKYBRIDGE ALSO PROVIDES SUCH PRODUCTS AS IS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SKYBRIDGE SHALL HAVE NO LIABILITY FOR FAILURE OF ANY PRODUCT OR SERVICE IT PROVIDES. SKYBRIDGE DOES NOT MONITOR OR EXERCISE CONTROL OVER THE CONTENT OF THE INFORMATION RESIDING ON SKYBRIDGE’ EQUIPMENT OR TRANSMITTED THROUGH ITS FACILITIES. USE OF ANY INFORMATION OBTAINED VIA SKYBRIDGE’ SERVICES IS AT CUSTOMER’S OWN RISK. SKYBRIDGE SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES.

4.3 Release from Liability for Damages Arising from Certain Causes: SKYBRIDGE shall not be liable to Customer for, and Customer hereby releases SKYBRIDGE from, any and all liability for loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, terrorist action, court order, requisition, or order of governmental body or authority or by any other cause beyond the control of SKYBRIDGE, and from liability for water, smoke or other damage and similar consequential damages to the Premises or to Customer’s personnel from any cause whatsoever, except in the event of SKYBRIDGE gross negligence or willful misconduct.

4.4 Attorneys’ Fees. In any action brought by either party hereto against the other to recover any sum due under this agreement, or for any breach of any covenant of this agreement, the prevailing party in such action shall be entitled to recover from the other all costs, including reasonable attorney’s fees, incurred by the prevailing party in the action. In any case in which either party hereto shall be entitled to recover attorney’s fees from the other under the terms of this agreement, such recovery shall include such fees at the trial level, on appeal, in bankruptcy or other insolvency proceedings and otherwise.

4.5 If a disclaimer of warranties with respect to the Products is not permitted under applicable law, then, to the maximum extent permitted by applicable law, all warranties on the Products shall be limited in duration to the period commencing on the date of Customer receipt of the Products and expiring (i) two years after such date or (ii) when Customer sell or otherwise transfer ownership of the Products to any other person or entity. 4.6 IN NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY (INCLUDING WITHOUT LIMITATION TORT, CONTRACT OR OTHERWISE) SHALL SKYBRIDGE HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY FOR: (i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, TREBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES OR PERSONAL INJURY (INCLUDING DEATH), RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, CUSTOMER PURCHASE OR USE OF THE PRODUCTS, OR THE INSTALLATION, REPAIR OR SERVICING OF THE PRODUCTS BY SKYBRIDGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING LEGAL FEES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON AN ASSERTION THAT THE USE OF THE PRODUCTS BY CUSTOMER OR ANY OTHER PERSON OR ENTITY INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.

ARTICLE 5: INTERNET ACCESS TERMS AND CONDITIONS

5.1 Unauthorized Devices or Tampering: Customer agrees not to attach any unauthorized device to SKYBRIDGE Equipment or the Services. If Customer make any unauthorized connection or modification to SKYBRIDGE Equipment or the Services or any other part of our wireless network, SKYBRIDGE may terminate Customer Service and recover such damages as may result from Customer actions. Unless expressly authorized by SKYBRIDGE, Customer agrees not to install anything to intercept or receive any of the Services offered over our wireless network or to assist any person in intercepting or receiving any of the Services offered over our wireless network. Customer also agree that Customer will not attach anything to the Inside Wiring, SKYBRIDGE Equipment or Customer Equipment, whether installed by Customer or SKYBRIDGE, which singly or together impairs the integrity of our wireless network or degrades our wireless network’s signal quality or strength or creates signal leakage.

5.2 Customer hereby agree that SKYBRIDGE may recover damages from Customer for tampering with any SKYBRIDGE Equipment or any other part of our wireless network or for receiving unauthorized Service(s). Customer agrees that it would be difficult if not impossible to calculate precisely the lost revenue resulting from Customer receipt of unauthorized Service(s) or the alteration or improper use of SKYBRIDGE Equipment. Customer therefore agree to pay SKYBRIDGE as liquidated damages, the sum of $50,000.00 per device used to receive the unauthorized Services in addition to our cost to replace any altered, damaged or unreturned SKYBRIDGE Equipment or other equipment owned by SKYBRIDGE, including any incidental costs. The unauthorized reception of the Services may also result in criminal fines and/or imprisonment.

5.3 Access To Customer Premises: Customer agrees to allow SKYBRIDGE and our agents the right, to enter at reasonable times Customer property upon which the Services and/or SKYBRIDGE Equipment will be provided (the “Premises”), for purposes of installing, configuring, maintaining, inspecting, upgrading, replacing and removing the Services and/or SKYBRIDGE Equipment used to receive any of the Services. Customer warrant that Customer are either the owner of the Premises or that Customer have the authority to give SKYBRIDGE access to the Premises. If Customer are not the owner of the Premises, Customer are responsible for obtaining any necessary approval from the owner to allow SKYBRIDGE and our agents into the Premises to perform the activities specified above. In addition, Customer agrees to supply SKYBRIDGE or our agent, if SKYBRIDGE ask, the owner’s name, address and phone number and/or evidence that the owner has authorized Customer to grant access to SKYBRIDGE and our agents to the Premises.

5.4 Maintenance And Ownership Of Equipment: SKYBRIDGE Equipment. Customer agrees that except for the wiring installed inside the Premises (“Inside Wiring”), all SKYBRIDGE equipment belongs to SKYBRIDGE or other third parties and will not be deemed fixtures or in any way part of the Premises. SKYBRIDGE Equipment includes all new or reconditioned equipment installed, provided or leased to Customer by SKYBRIDGE or our agents, including but not limited to, cabling or wiring and related electronic devices, CPE (Customer Premise Equipment “Customer WiMAX or Wi-Fi Radio Device), Routers, Switches, any other hardware and all software or “downloads” to SKYBRIDGE Equipment. Customer agrees to use SKYBRIDGE Equipment only for the Services pursuant to this Agreement. We may remove or change the SKYBRIDGE Equipment at our discretion at any time the Services are active or following the termination of Customer Service(s). Customer agrees to allow SKYBRIDGE access to the Premises for these purposes. Customer may not sell, lease, abandon or give away the SKYBRIDGE Equipment, or permit any other provider of video, high speed data or telephone services to use the SKYBRIDGE Equipment. The SKYBRIDGE Equipment may only be used in the Premises. At Customer request, SKYBRIDGE may relocate the SKYBRIDGE Equipment in the Premises for an additional charge, at a time agreeable to Customer and SKYBRIDGE. CUSTOMER UNDERSTAND AND ACKNOWLEDGE THAT IF CUSTOMER ATTEMPT TO INSTALL OR USE THE SKYBRIDGE EQUIPMENT OR SERVICES AT A LOCATION OTHER THAN THE PREMISES, THE SERVICES MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY. Customer agrees that Customer will not allow anyone other than SKYBRIDGE employees or agents to service the SKYBRIDGE Equipment. We suggest that the SKYBRIDGE Equipment in Customer possession be covered by Customer homeowners, renters, or other insurance. Customer will be directly responsible for loss, repair, replacement and other costs, damages, fees and charges if Customer do not return the SKYBRIDGE Equipment to SKYBRIDGE in an undamaged condition.

5.5 Customer Equipment: Responsibility: SKYBRIDGE has no responsibility for the operation or support, maintenance or repair of any equipment, software or services that Customer elect to use in connection with the Services or SKYBRIDGE Equipment (the “Customer Equipment”.)

5.6 Non-Recommended Configurations: Customer Equipment that does not meet SKYBRIDGEs minimum technical or other specifications constitutes a “Non-Recommended Configuration.” NEITHER SKYBRIDGE NOR ANY OF ITS AFFILIATES, SUPPLIERS OR AGENTS WARRANT THAT A NON-RECOMMENDED CONFIGURATION WILL ENABLE CUSTOMER TO SUCCESSFULLY INSTALL, ACCESS, OPERATE OR USE THE SERVICES. CUSTOMER ACKNOWLEDGE THAT ANY SUCH INSTALLATION, ACCESS, OPERATION, OR USE COULD CAUSE CUSTOMER EQUIPMENT TO FAIL TO OPERATE OR CAUSE DAMAGE TO CUSTOMER EQUIPMENT, CUSTOMER, CUSTOMER PREMISES OR SKYBRIDGE EQUIPMENT. NEITHER SKYBRIDGE NOR ANY OF ITS AFFILIATES, SUPPLIERS OR AGENTS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY SUCH FAILURE OR DAMAGE. SKYBRIDGE reserves the right to deny Customer support for the Services and/or terminate Service(s) if Customer use a Non-Recommended Configuration. 5.7 Customer agrees that the Services and the SKYBRIDGE Equipment will be used only by the Customer and the employees of Customers business with Customer at the same address and only for business and commercial purposes only, unless otherwise specifically authorized by SKYBRIDGE in writing. Customer will not use the SKYBRIDGE Equipment at any time at an address other than the Premises without our prior written authorization. Customer agrees and represent that Customer will not resell or permit another to resell the Services in whole or in part. Customer will not use or permit another to use the SKYBRIDGE Equipment or the Service(s), directly or indirectly, for any unlawful purpose, including, but not limited to, in violation of any posted SKYBRIDGE policy applicable to the Services. Use of the SKYBRIDGE Equipment or Services for transmission, communications or storage of any information, data or material in violation of any U.S. federal, state or local regulation or law is prohibited.

5.8 Customer acknowledge that Customer are accepting this Agreement on behalf of all persons who use the SKYBRIDGE Equipment and/or Services and that Customer shall have sole responsibility for ensuring that all other users understand and comply with the terms and conditions of this Agreement and any applicable SKYBRIDGE policies including, but not limited to, acceptable use and privacy policies. Customer further acknowledge and agree that Customer shall be solely responsible for any transactions, including, without limitation, purchases made through or in connection with the Services. Customer agrees to indemnify, defend and hold harmless SKYBRIDGE and its affiliates, suppliers, and agents against all claims and expenses (including reasonable attorney fees) arising out of the use of the Services, the SKYBRIDGE Equipment and/or the Customer Equipment or the breach of this Agreement or any of the applicable SKYBRIDGE policies by Customer or any other user

ARTICLE 6: SERVICE MAINTENANCE PROCEDURES

6.1 Scheduled Maintenance. Routine maintenance and repair of the Customer Connection (“Scheduled Maintenance”) shall be performed by or under the direction of SKYBRIDGE, at SKYBRIDGE’ reasonable discretion.

6.2 Unscheduled Maintenance. Non-routine maintenance and repair of the Customer circui that is not included as Scheduled Maintenance (“Unscheduled Maintenance”) shall be performed by or under the direction of SKYBRIDGE. Unscheduled Maintenance shall consist of:

6.2.1 “Emergency Unscheduled Maintenance” in response to an alarm identification by SKYBRIDGE’ Operations Center, notification by Customer or notification by any third party of any failure, interruption or impairment in the operation of the connection within the SKYBRIDGE System, or any event imminently likely to cause the failure, interruption or impairment in the operation of the connection within the SKYBRIDGE System.

6.2.2 “Non-Emergency Unscheduled Maintenance” in response to any potential service-affecting situation to prevent any failure, interruption or impairment in the operation of fibers within the SKYBRIDGE System not covered by Scheduled Maintenance. Customer shall immediately report the need for Unscheduled Maintenance to SKYBRIDGE in accordance with reasonable procedures promulgated by SKYBRIDGE from time to time. SKYBRIDGE will log the time of Customer’s report, verify the problem, and dispatch personnel immediately to take corrective action.

6.3 Planned Service Work Period. Scheduled Maintenance that is reasonably expected to produce any signal discontinuity must be coordinated between the parties. Generally, this work should be scheduled after midnight and before 6:00 a.m. local time. The intent is to avoid jeopardizing work during high-traffic periods.

6.4 Cooperation and Coordination. In performing its services hereunder, SKYBRIDGE shall take workmanlike care to prevent impairment to the signal continuity and performance of the Customer connection. The precautions to be taken by SKYBRIDGE shall include notifications to Customer. In addition, SKYBRIDGE shall reasonably cooperate with Customer in sharing information and analyzing the disturbances regarding the cable and/or fibers. In the event that any Scheduled or Unscheduled Maintenance hereunder requires a traffic roll or reconfiguration involving cable, fiber, electronic equipment, or regeneration or other facilities of the Customer, then Customer shall, at SKYBRIDGE’ reasonable request, make such personnel of Customer available as may be necessary in order to accomplish such maintenance, which personnel shall coordinate and cooperate with SKYBRIDGE in performing such maintenance as required of SKYBRIDGE hereunder.

SKYBRIDGE shall notify Customer at least two (2) calendar days prior to the date in connection with any Planned Service Work Period (PSWP) of any Scheduled Maintenance and as soon as possible after becoming aware of the need for Unscheduled Maintenance. Customer shall have the right to be present during the performance of any Scheduled Maintenance or Unscheduled Maintenance so long as this requirement does not interfere with SKYBRIDGE’ ability to perform its obligations under the Agreement. In the event that Scheduled Maintenance is canceled or delayed for whatever reason as previously notified, SKYBRIDGE shall notify Customer at SKYBRIDGE’ earliest opportunity, and will comply with the provisions of the previous sentence to reschedule any delayed activity.

6.5 Restoration. SKYBRIDGE shall respond to any event giving rise to the need for Unscheduled Maintenance (in any event, an “Outage”) as quickly as possible (allowing for delays due to causes beyond such party’s reasonable control (“force majeure event”)) in accordance with the procedures set forth herein.

6.6 Facilities. Customer will be solely responsible for providing and paying for any and all maintenance of all electronic, optical and other equipment, materials and facilities used by Customer in connection with the operation of the Customer connection, none of which is included in the maintenance services to be provided hereunder.

6.7 Subcontracting. SKYBRIDGE may subcontract any of the maintenance services hereunder; provided that SKYBRIDGE shall require the subcontractor(s) to perform in accordance with the requirements and procedures set forth herein. The use of any such subcontractor shall not relieve SKYBRIDGE of any of its obligations hereunder.

ARTICLE 7: GENERAL TERMS

7.1 Force Majeure. Neither party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance or equipment due to force majeure event(s). In the event SKYBRIDGE is unable to deliver Service as a result of a force majeure event, Customer shall not be obligated to pay SKYBRIDGE for the affected Service for so long as SKYBRIDGE is unable to deliver the affected Service. Force majeure events along with scheduled maintenance under section 1.4 shall be considered “Excused Outages.”

7.2 Assignment and Resale. Customer may not assign its rights or obligations under this Agreement or any Customer Order without the prior written consent of SKYBRIDGE, which will not be unreasonably withheld. This Agreement shall apply to any permitted transferees or assignees. Customer may resell or otherwise provide the Service to third parties, provided that Customer shall indemnify, defend and hold SKYBRIDGE and its affiliates harmless from any claims arising from any Services resold or otherwise provided by Customer. If Customer resells telecommunications services, Customer certifies that it has filed all required documentation and will at all relevant times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7.3 Affiliates. Service may be provided to Customer pursuant to this Agreement by an affiliate of SKYBRIDGE, but SKYBRIDGE shall remain responsible to Customer for the delivery and performance of the Service. Customer’s affiliates may purchase Service pursuant to this Agreement. Customer shall be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate, and any default under this Agreement by any Customer affiliate shall also be a default by Customer.

7.4 Notices. All notices between the parties regarding this agreement shall be in writing, and shall be deemed given upon receipt or refusal of delivery, if sent (a) by overnight courier, addressed to the party to be notified at the address stated in this section, or (b) if tendered by personal delivery to such party, or (c) if sent certified, postage prepaid, return receipt requested. Notice to Customer may also be effectuated by delivery to the Premises.

7.5 Acceptable Use Policy; Data Protection. SKYBRIDGE exercises no control over, and accepts no responsibility for, the content of the information passing through SKYBRIDGE’ host computers, network hubs and points of presence (the “SKYBRIDGE Network”). Customer’s use of Service shall comply with SKYBRIDGE’ Acceptable Use Policy and Privacy Policy, as communicated in writing to Customer from time to time and which are also available through SKYBRIDGE’ web site at www.slingbroadband.com. SKYBRIDGE may transfer, process, and store billing and utilization data and other data necessary for SKYBRIDGE’ operation of its network and for the performance of its obligations under this Agreement to or from the United States. Customer consents that SKYBRIDGE may (i) transfer, store, and process such data in the United States; and (ii) use such data for its own internal purposes and as allowed by law. This data will not be disclosed to third parties.

7.6 Governing Law; Amendment. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to its choice of law rules. This Agreement, including any Service Schedule(s) and Customer Order(s) executed hereunder, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder shall constitute a waiver of such right(s).

7.7 Guaranty. In consideration of the execution of this Agreement and in order to induce SKYBRIDGE to enter into this Agreement, the undersigned do hereby guarantee, absolutely and unconditionally, payment of all liabilities of Customer to SKYBRIDGE arising hereunder of whatever nature, whether now existing or hereinafter incurred, whether absolute or contingent, and the full and prompt performance of all the terms, conditions, and obligations of this Agreement or any other agreement existing between SKYBRIDGE and Customer. This is a Guaranty of payment and not of collection, and the undersigned waive any right to require that any action be brought against Customer or any other person, or to require that resort be had to any security before proceeding against the undersigned. This Guaranty shall not be limited to any specific time or period, nor shall termination be effected by the death of any or all of the undersigned. This Guaranty shall remain in effect until all of the terms, conditions, and obligations of the Agreement and supplements or amendments (if any) have been fully performed by Customer. The undersigned waive any and all defenses (except for full payment of all indebtedness owing from Customer to SKYBRIDGE), including set-offs and counterclaims, and SKYBRIDGE may in connection with this Agreement, without notice to the undersigned, renew, extend, or modify any of Customer’s obligations without affecting the undersigned’s liability, which shall be total and absolute. SKYBRIDGE may accept partial payment, settlement, or release, without affecting or impairing the obligations of the undersigned. Any and all requirements for presentation, demand, protest or other notice of dishonor, are hereby waived by the undersigned, as is the right to trial by jury as to any question or dispute arising pursuant to the Agreement. Any delay by SKYBRIDGE in enforcing the obligations created by this Agreement or in the maintenance of any proceeding relating to this Agreement, shall not affect SKYBRIDGEs right to take any other action against the undersigned nor shall it be deemed innovation. The undersigned unconditionally agree that, whenever an attorney is used to obtain payment or otherwise enforce this Guaranty or to enforce, declare, or adjudicate any rights or obligations under this Guaranty, whether by suit or by any other means whatsoever, all costs of collection, and the fee of an attorney for SKYBRIDGE, shall be payable by each Guarantor against whom this Guaranty is sought to be enforced, declared, or adjudicated. The undersigned, if more than one, shall be jointly and severally bound and liable.

7.8 This Agreement automatically renews for successive service term equal to that of initial service term unless terminated by customer upon at least 30 days written notice prior to the end of the renewal term. This Agreement will automatically renew for up to 5 additional periods equal to that of initial service term per SKYBRIDGE Service Order Form (SOF) attached. SKYBRIDGE will contact customer 30 days prior to contract termination and/or expiration; and notify customer of term expiration. Upon expiration or termination of this Agreement, Services not previously terminated by Customer will remain in effect for the term specified in the applicable Service Order Form for each affected Service, and the terms and conditions of this Agreement will continue to apply to such Services. Upon expiration or termination of this Agreement, SKYBRIDGE shall have no obligation to furnish new Services to Customer, and all rights of Customer to order new Services under this Agreement cease.

7.9 SKYBRIDGE may change prices, fees, Services, and/or the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, SKYBRIDGE will give Customer thirty (30) days prior Notice of any significant change to this Agreement. If Customer find the change unacceptable, Customer have the right to cancel Customer Service(s). However, if Customer continue to receive Service(s) after the end of the notice period (the “Effective Date”) of the change, SKYBRIDGE will consider that Customer have accepted the changes. Customer may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose.

7.10 Relationship of the Parties. The relationship between Customer and SKYBRIDGE shall not be that of partners, agents, or joint ventures for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes.

7.11 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. Facsimile signatures shall be sufficient to bind the parties to this Agreement. Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, whether by original, photocopy or facsimile, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.

7.12 Termination by SKYBRIDGE. If Customer does not pay all undisputed charges by the Due Date, Customer will have thirty (30) days from the Due Date to cure any late payments before SKYBRIDGE may exercise its right, subject to any state or federal regulations, to discontinue providing the Services to Customer with or without notice. SKYBRIDGE reserves the right to terminate this Agreement if it determines in its reasonable business judgment that it will not continue to provide such Services under this Agreement. In that event, SKYBRIDGE will provide no less than sixty (60) days prior notice of such termination.

7.13 Survival of Terms. The obligations of the parties under this Agreement that by their nature would continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

7.14 Sever-ability. In the event that any of the terms of this Agreement or the application of any such term shall be found to be invalid by any court of any competent jurisdiction, the remaining terms of this Agreement or their application shall not be affected thereby, and shall remain in full force and effect.

7.15 Waiver. Either party’s failure to enforce any provision or term of this Agreement shall not be construed as a future or continuing waiver of such provision or term of this Agreement.

This privacy policy discloses the privacy practices for skybridgewireless.com, This privacy policy applies solely to information collected by this web site. It will notify you of the following:

• What personally identifiable information is collected from you through the web site, how it is used and with whom it may be shared.
• What choices are available to you regarding the use of your data.
• The security procedures in place to protect the misuse of your information.
• How you can correct any inaccuracies in the information.

Information Collection, Use, and Sharing

We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.

We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization.

Unless you ask us not to, we may contact you via email in the future to tell you about specials, new products or services, or changes to this privacy policy.

Your Access to and Control Over Information

You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number given on our website:

• See what data we have about you, if any.
• Change/correct any data we have about you.
• Have us delete any data we have about you.
• Express any concern you have about our use of your data.

Security

We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.

Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a closed lock icon at the bottom of your web browser or looking for “https” at the beginning of the address of the web page.

While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.

Updates

Our Privacy Policy may change from time to time and all updates will be posted on this page.

If you feel that we are not abiding by this privacy policy, you should contact us immediately via telephone at 1-888-977-7075 or via email at info@skybridgewireless.com

Technical Support

Skybridge Wireless supports and monitors its service up to the Customer Demarcation point 24 hours per day. Skybridge Wireless Technical Support is available toll-free 24 hours per day. A Customer Ticket is opened when Skybridge Wireless monitors a Customer service issue or Customer reports trouble to Skybridge Wireless Tech Support (“Ticket Open”).

Skybridge Wireless Standard Installation

Customer Standard Installation includes antenna and radios, non-penetrating sled or J-bar antenna mount, up to 150 feet of standard cable weather-sealed and run from the antenna to the Customer Demarcation, service turn-up and testing. In the unlikely event of additional installation costs, Skybridge Wireless will notify Customer prior to installation via email detailing such costs and Customer will have 7 days to accept additional charges or terminate this contract without penalty and receive a full refund of any payments made to Skybridge Wireless in connection with this Agreement. Skybridge Wireless owns all equipment that it supplies to the Customer. If service is discontinued for any reason, Skybridge Wireless has the right to remove any or all of its equipment in a workmanlike manner upon 10 days advance notice. Customer Demarcation is defined as the location where Customer plugs into the Skybridge Wireless equipment and is generally located in the Customer equipment room.

Access to Equipment

The Customer agrees to allow personnel of Skybridge Wireless and its subcontractors reasonable access to the Customer’s site for the purpose of installing, repairing, and removing the Skybridge Wireless equipment and, if necessary, Customer shall obtain appropriate authorization from the landlord.

Performance Guarantee

If Skybridge Wireless’s network is not performing as stated below, Customer is entitled to a credit. The three components of the Skybridge Wireless Service Level Agreement are:

• Service Availability Guarantee: Skybridge Wireless guarantees 99.99% network availability, annualized method.
• Network Latency: Less than 99ms round trip delay on Skybridge Wireless Backbone, and/or less than 99ms round trip delay on Skybridge Wireless last mile.
• Packet Loss: Packet Loss less than 3% on Skybridge Wireless Backbone.

Credit for Loss of Connectivity

Unless stated otherwise herein, the Customer’s exclusive remedy for loss of connectivity is repair of service and credit for the period of lost connectivity to the Internet. Credits will be paid for loss of connectivity as listed below if the elapsed time from Ticket Open exceeds the following:

• Exceeding 2 hours: 5% of monthly billed site revenue.
• Exceeding 4 hours: 10% of monthly-billed site revenue.
• Exceeding 6 hours: 15% of monthly billed site revenue.

Every subsequent 4-hour increment shall receive an additional 5% credit, the sum of which is not to exceed 30% of the total monthly bill for that location. The period of lost connectivity to the Internet shall be determined by records kept by the Skybridge Wireless Network Operations Center (“NOC”) and based on measurements to the Customer Demarcation. Skybridge Wireless will incur no liability and issue no credits due to any causes beyond its reasonable control, including, but not limited to, Force Majeure, War, Strikes, electrical storm, hurricane and, if needed, lack of access to its equipment at the Customer Site. All monies owed to Skybridge Wireless and not in dispute must be paid in full before a credit is applied. Credits must be requested within 30 days of service outage. The Customer is responsible for providing adequate voltage surge protection with a UPS for the Skybridge Wireless router/equipment at the Customer Demarcation.