Item 17 - Agreement with TPX Communications for Telecom Services

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Terms and Conditions to the Agreement 14 v100120 (j) Order of Precedence. If there is any conflict within the Agreement between the TAA, MSA or Service Agreement (as applicable), these Terms and Conditions and an Agreement and any document incorporated by reference into an Agreement or an Addenda, the parties will attempt to read any such conflicting provisions consistently; however, in the event such a consistent reading cannot be accomplished, the order of precedence will be as follows (i) with regard to Tariffed Services, Section 1(b) of these Terms and Conditions; (ii) amendments to the Agreement entered into following the effective date of the Agreement; (iii) the TAA, MSA or Service Agreement (as applicable); (iv) these Terms and Conditions, except to the extent that an Agreement expressly references a provision of these Terms and Conditions and then, only with respect to such Agreement, the Agreement will control with regard to the referenced provision; (v) the Agreement; and (vi) other documents incorporated by reference into an Agreement. (k) Grant of License to Use Customer’s Name and Trademark. Customer agrees to grant and does hereby grant to TPx a non-exclusion, non-transferable, non-sublicensable, and royalty-free license to use and reproduce Customer’s name, logos, and trademarks on TPx’s sales and marketing materials, advertising and website at any time during the term of this Agreement. (l) Interpretation of Agreement. The word “including” will be construed to mean “including, without limitation”. The word “or” will mean “and/or” unless the context requires otherwise. The words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year. The Agreement will be fairly interpreted in accordance with its terms and without strict construction in favor of or against either party based on the identity of the drafter of the Agreement or any term or provision thereof. (m) No Third Party Beneficiaries. Notwithstanding anything to the contrary, the Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party or deemed to provide third parties with any remedy, claim, right of action, or other right. (n) Survival. Sections 4 - 9 and Section 11 of the Agreement, inclusive of sub-sections, will survive any termination or expiration of the Agreement and will continue in full force and effect until they are satisfied in full or by their nature expire. (o) Headings. The headings used in the Agreement are for convenience only and do not in any way limit or otherwise affect the meaning of any of the terms. (p) Waiver. Under no circumstances will either party’s failure to enforce any provision of the Agreement in any particular instance be construed as a waiver of that provision. (q) Notices. All notices from Customer to TPx must be in writing and delivered by certified mail, return receipt requested or by Federal Express or other similar expedited delivery service to: U.S. TelePacific Corp., Attn. General Counsel, 515 S. Flower Street, 45th Floor, Los Angeles, CA 90071-2201. If Customer notifies TPx that it does not wish to renew Services, Customer’s written notice may be by a letter delivered in that manner or by an email to: retention@tpx.com. (r) Limitation on Actions. Any legal action (including but not limited to arbitration) arising in connection with this Agreement must be commenced within two (2) years after the cause of action arises. (s) UCx Services. Customer agrees that its use of UCx Services provided by Webex for Broadwork s is subject to the following: (a) the Cisco Universal Cloud Terms found at https://cisco.com/c/en/us/about/legal/cloud-and- software/universal-cloud-agreement.html , (b) the Cisco Privacy Data Sheets for Webex Meetings and Webex Teams found at https://trustportal.cisco.com/c/r/ctp/trust-portal.html#/customer_transparency, and (c) the Cisco End User License Agreement for the Cisco client software installed by Customer found at www.cisco.com/go/eula. ENV91971328-9742-EAEE-4663-DBAC 03/11/2021 21:41 PM UTC