Item 17 - Agreement with TPX Communications for Telecom Services

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Terms and Conditions to the Agreement 3 v100120 (d) Non-Automatic Renewal Term. Customer may renew Services under an Agreement for a Service Renewal Term prior to the completion of the Initial Service Term (a “Non-Automatic Renewal Term”). The beginning of this Non-Automatic Renewal Term is the date of the first invoice after the renewal of the Service for the Non-Automatic Renewal Term is entered into TPx’s billing system. Customer may order additional Services at Customer’s existing service location(s) under the applicable Agreement. The additional Service(s) will have a Service Term coterminous with the Service Term or Renewal Term of the existing Service(s) at said service location, subject to TPx’s acceptance. Services for additional service locations may also be ordered, subject to TPx’s acceptance, under the applicable Agreement. The Service Term for additional Services ordered for additional service locations will begin the date TPx provides notice to Customer that the Services are available for Customer’s use, will continue in effect for the entire Service Term specified in the Agreement for the additional Services and will automatically renew for successive periods of one (1) year each after the end of the Service Term of the additional Services (each successive period being a Renewal Term for those additional Services), unless terminated as provided in these Terms and Conditions. (e) Billing. (i) TPx will begin invoicing Customer for the Services and other charges after TPx gives Customer notice that the Services are installed and available for Customer’s use and will continue invoicing on a monthly basis until the applicable Services are no longer provided. TPx will bill monthly recurring charges in advance and usage charges after the usage occurs. Customer is responsible for all other charges and government fees and taxes which will be separately listed on each invoice. Notwithstanding the foregoing, each party will be responsible for its own income taxes and employment taxes. The parties will cooperate in good faith to minimize taxes to the extent le gally permissible. Each party will provide to the other party any resale exemption, multiple points of use certificates, treaty certification and other exemption information reasonably requested by the other party. TPx may require, in its discretion, that Customer provide a deposit or other assurance of payment before the Services are provided and/or thereafter. Any required deposit will not bear interest unless required by law. If Customer delays acceptance of the Services after receiving notice that Services are available, TPx may, in its sole discretion, begin invoicing Customer for the ordered Services. If Customer continues to delay acceptance of the Services for more than sixty (60) days after the date the Services are available, Customer will have materially breached this Agreement, and TPx will be entitled to terminate this Agreement without further notice and to pursue the remedies in Section 4 of these Terms and Conditions. (ii) TPx will invoice Customer for any equipment purchased or rented by TPx, whether by installment purchase option or otherwise, pursuant to the terms of the related Equipment Addendum. Payments for equipment are separate and independent of any payments owing by Customer for Services. (f) Back-billing. TPx will endeavor to bill Customer for charges on a timely basis. However, unless proscribed by state regulation, Customer will nevertheless be liable for all charges irrespective of any delay in billing, whether due to error, lack of necessary data, negligence or any other reason . No such delay will constitute a basis for a claim of waiver, estoppel or other excuse of Customer’s obligation to pay TPx’s charges, irrespective of the length of the delay. Nothing herein will toll the running of any statute of limitations applicable to such obligations . (g) Payment. Invoices are due and payable upon presentation, and become past due after the Pay By Date printed on the invoice. If Customer has a bona fide dispute with any of the amounts on the invoice (“Disputed Amount”), it will pay all amounts not in dispute by the Pay By Date and provide TPx with a written request for a billing adjustment, together with all supporting documentation, within forty-five (45) days after Customer’s receipt of the invoice or Customer’s right to any billing adjustment will be waived. If TPx agrees to adjust all or a portion of the Disputed Amount, Customer will not be obligated to pay a late payment charge on the adjusted amount . If Customer fails to pay all non-Disputed Amounts on an invoice by the Pay By Date, TPx may impose a late payment charge of 1.5% per month or the maximum rate allowed by law, whichever is less, on the unpaid balance until the amount is paid. TPx may also suspend Customer’s services until all delinquent amounts, including late payment charges, are paid in full. An additional charge will apply to each returned check. Payment must be made in U.S. Dollars. ENV91971328-9742-EAEE-4663-DBAC 03/11/2021 21:41 PM UTC