Item 17 - Agreement with TPX Communications for Telecom Services

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Terms and Conditions to the Agreement 5 v100120 SERVICES, INCLUDING ANY REPRESENTATIONS THAT ARE INCONSISTENT WITH THE STATEMENTS CONTAINED IN THIS SECTION 3(f). (g) Access to Customer Premises, Systems and Data. As required for the performance of the Services, Customer will provide a secure space, network, wiring, electrical power, and environmental conditions suitable for and compatible with TPx’s provision of Service(s). Customer agrees to provide TPx reasonable access (on -site and remote) to existing systems such that monitoring agents and other management tools can be installed as part of the Service(s). Customer will assume insurance responsibility for the cost of its repair or replacement should the equipment be damaged due to negligence, misuse, external forces, power surges, or servicing by non-TPx designated service personnel. Customer consents to TPX accessing and processing all data provided by or on behalf of Customer in connection with the Agreement (including data from customers of Customer) and r epresents that it has obtained any consents required for such access and processing. (h) Customer’s Compliance with Laws. Customer is responsible for the compliance with all laws and regulations applicable to the business of Customer and its Affiliates. Customer will be responsible for (1) identifying such laws and regulations and notifying TPx of any associated impact on TPx or the delivery of the Services ; (2) obtaining the consent or approval of any governmental entity required for the parties’ compliance with any such laws and regulations; and (3) obtaining the consent of any individual required for the parties’ compliance with any such laws and regulations, including any required consent related to the transfer, processing and storage of such individual’s personal data under laws applicable to such individual or the personal data. If requested by Customer, TPx will work in good faith with the Customer to enter into an amendment to this Agreement or modify the provision of the Services to Customer as required to comply with such laws and regulations, in each case at the expense of Customer. In no event will TPx be required to provide Services in violation of any applicable law or regulation. (i) Receipt of Services. Customer will defend, indemnify and hold TPx harmless (including TPx’s officers, directors, employees, agents, and contractors) from any claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to Customer’s receipt or use of the Services. This indemnity will not be available if the damage or loss is due to TPx’s willful or reckless acts or omissions. 4. Termination Rights and Remedies (a) Termination by Customer Before Installation. If Customer elects to terminate the Agreement or any orders for Services before Services are installed and available for Customer’s use, it must do so in writing, and will pay to TPx as a pre-installation charge an amount equal to: (1) the non -recurring charges applicable to the Services, even if initially waived, unless those charges have already been paid, (2) such amount that, if the Services require a third party that TPx contracts with to provide some or all of the underlying services, a charge from the third party, which as a result of Customer’s cancellation, TPx becomes obligated to pay, and (3) if the Agreement is for a Term of one year, an amount equal to three times the one m onth recurring charges, or, if the Agreement is for a Term of more than one year, an amount equal to six times the one month recurring charges . Customer agrees that such a termination charge is not a penalty and is a reasonable amount because, among other reasons, it would be difficult or impossible to calculate the exact amount of damages suffered by TPx if Customer terminates the Agreement or any orders for Services. (b) Termination for Cause. Either party may terminate the Agreement upon thirty (30) days notice if the other party materially breaches the terms and conditions of the Agreement and the other party fails to cure the default within the 30-day period, including, but not limited to, Customer’s failure to pay TPx’s invoices for the Services when due. If Customer terminates the Agreement after TPx’s material breach, then Customer will be responsible for (i) charges for the period before the date of termination and (ii) all remaining installment payments for the equipment that Customer purchased from TPx via an installment payment purchase as provided in the related Equipment Addendum. (c) Early Termination Fee. If Customer terminates the Agreement or any Services provided under the Agreement before the end of the Initial Term or any Renewal Term (“Terminated Term”) for any reason other than TPx’s material breach, Customer will pay to TPx an early termination fee equal to one hundred percent (100%) of the Monthly Recurring Charge for the terminated Service(s) multiplied by the number of months remaining in the ENV91971328-9742-EAEE-4663-DBAC 03/11/2021 21:41 PM UTC