This Agreement is made between Russet Communications LLC (“Russet”), 360 Merrimack Street, Building 5, Lawrence, MA 01843 and the Customer identified below. "Russet" is the name used to denote brands of Service or Equipment provided by Russet Communications LLC to the Customer that accepts the terms and conditions contained in this Agreement (the "Agreement") and shall be bound thereby as follows:

1. DEFINITIONS

(a) "Customer" means the individual, a corporation, or a legal entity identified below who incurs usage charges for the Service or Equipment for its own use or who incurs such charges on behalf of a third party, i.e., a User.

(b) "User" means a Customer who uses the Service or Equipment or an individual, a corporation, or a legal entity whose Service usage charges are incurred by a third party, i.e., Customer.

(c) "Service" shall mean basic network access to the Internet and transport of certain data over wireless via a wireless modem as provisioned by Russet hereunder.

(d) "Equipment" means certain software, a wireless outlet (if necessary), a wireless modem and any other Russet equipment necessary to enable provision of the Service hereunder. Russet will also provide instructions on how to use the Service.

(e) "Bandwidth" means a a data rate over the shared wireless network, usually expressed as kilobits per second (Kbps) which will vary according to the customer's network design, the use of others sharing the Internet connection, and the congestion on the national Internet backbone.  

2. PROVISION OF SERVICE AND EQUIPMENT

(a)  Customer agrees to purchase the Service and purchase the Equipment from Russet in accordance with the terms and conditions of this Agreement.

Subject to events of Force Majeure and conditioned upon Customer’s compliance with all of the terms and conditions of this Agreement, Russet or its agents will provide Customer the Service and the Equipment. The Service may be temporarily unavailable or limited because of capacity limitations and may be temporarily interrupted or curtailed due to equipment modifications, upgrades, relocations, repairs, and similar activities necessary for the proper operation of the Service.

(c)  Russet shall use reasonable efforts to install the Equipment to fully operational status, provided that Customer’s computer fulfills minimum computer requirements as determined solely by Russet.

Connectivity is provided for Customer only on a "commercial use" basis and resale is prohibited. Recreational use, such as playing computer games, downloading or uploading music files, or any non-commercial application that interferes with commercial operations is also prohibited unless specifically agreed to in writing by Russet.

(c)  All Equipment, except for any equipment purchased and paid for in full by Customer, will at all times remain the property of Russet. Customer may not mortgage, sell, transfer, lease, encumber or assign all or part of the Equipment to any third party. Customer shall pay for the full retail cost of the repair or replacement of any lost, stolen, unreturned, damaged, mortgaged, sold, transferred, leased, encumbered or assigned Equipment or part hereof, together with any costs incurred by Russet in obtaining or attempting to obtain possession of any such Equipment.

Russet reserves the right to collect from Customer a deposit as security for the performance of all of Customer’s obligations under this Agreement, including, but not limited to, return of the Equipment in good condition as required hereunder. Any equipment supplied by the customer for use on the Russet may be removed immediately if it causes disruption of service to other customers. If Customer does not comply with all the terms of this Agreement, Russet may, without limitation to any other rights or remedies it may have, use the deposit to pay any sum payable by Customer, and to reimburse Russet for any damages and costs arising by Customer default. Customer also hereby authorizes Russet to charge his/her Visa, MasterCard, other credit card or other payment method authorized by Customer for any outstanding Service and Equipment charges due to Russet.

(d)  Customer authorizes Russet and its employees, agents, contractors and representatives to enter Customer’s premises in order to install, maintain, inspect, repair and remove the Equipment. Customer shall not alter, modify or tamper with the Equipment and shall not relocate the Equipment. Notwithstanding the foregoing, upon receipt of a written request by Customer, Russet may relocate the Equipment for Customer within its premises at a time mutually agreed to by Russet and Customer.  

2. PRICE

Customer shall pay to Russet the monthly rate and other fees and charges associated with the Service and the Equipment, including applicable sales taxes, as established from time to time by Russet. Russet reserves the right to modify the rates, fees and charges upon 30 days’ prior notice to Customer.

Customer acknowledges that it may incur additional charges while using the Service as a result of accessing certain information, or purchasing certain offerings from Russet or third parties via the Service.

3. PAYMENT

Customer shall be invoiced on a monthly basis. Payment will be deemed made when received by Russet. Payment not received within 30 days will be charged a finance fee of 1.5% of the unpaid balance. Failure to make payment will lead to termination of service.

4. TERM

This Agreement shall become effective on the date the installation of service has been made as it is executed by both Parties, and shall remain in effect for twelve (12) months from the date indicated below or until terminated as provided herein. The effective date starts with the "Quotation" sheet. This is the agreement of service. Provisioning of equipment begins. The date this is completed is the start of the one year renewable contract. This Agreement shall continue in effect on a year-to-year basis (automatically renewable) following the initial term until either Party gives the other Party at least thirty (30) days prior written notice of its intent to terminate the Agreement. The customer should not assume that their financial responsibility ends. There are early termination fees. The termination fees include all recurring fees to the end of the Agreement renewal date.

5. CREDIT

There shall be no credits, reductions, or set-off against the charges for

Service for downtime or interruption of Service unless such Service interruption exceeds 24 hours in duration. Russet shall provide Customer with a credit equal to 1/30 of the recurring monthly charge for Service for each twenty-four hour period from the time of notice of interruption until Service restoration, providing the Customer notifies Russet of the Service interruptions. No adjustments shall be made by accumulating periods of non-continuous interruption. A credit allowance will not be given for mistakes, omissions, interruptions, delays, errors, defects or curtailments in the Service caused by the negligence or willful act of Customer or others, or mistakes, omissions, interruptions, delays, errors or defects caused by failure of the Equipment or of Service as described in Section 2.

6. LIMITATION OF LIABILITY

Russet SHALL NOT BE LIABLE FOR INTERRUPTIONS CAUSED BY FAILURE OF EQUIPMENT OR SERVICE NOT PROVIDED BY IT’S NATIONAL INTERNET SUPPLIER, FAILURE OF COMMUNICATIONS, POWER OUTAGES, OR OTHER INTERRUPTION NOT WITHIN THE COMPLETE CONTROL OF Russet, NOR SHALL Russet BE LIABLE FOR

PERFORMANCE DEFICIENCIES CAUSED OR CREATED BY CUSTOMER’S OR ITS USERS’ EQUIPMENT. CUSTOMER AND USER HEREBY RELEASE Russet FROM LIABILITY ARISING FROM ANY CONTENT ACCESSED VIA THE SERVICE. Russet’S PERFORMANCE UNDER THIS AGREEMENT SHALL BE EXCUSED IN CASE OF LABOR

DIFFICULTIES, GOVERNMENTAL ORDERS, CIVIL COMMOTIONS, ACTS OF GOD, OR OTHER CONDITIONS OR CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING INTERFERENCE FROM OTHER WIRELESS UNITS KNOWN OR UNKNOWN. Russet SHALL NOT BE LIABLE IF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE

MODIFICATION OR ALTERATION OF CUSTOMER’S OR ITS USERS’ EQUIPMENT, RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE. IN NO EVENT SHALL Russet BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF

BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF USE, ETC. THE LIABILITY OF Russet FOR ACTUAL PROVEN DAMAGES FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FAILURE OF OR DISRUPTION OF SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO AN AMOUNT EQUIVALENT TO CHARGES PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICE DURING THE PERIOD SUCH DAMAGES OCCUR. Russet MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, CONCERNING THE SERVICE, AND EXPRESSLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, THE WARRANTY OF MERCHANTABILITY AND ANY OTHER WARRANTY IMPLIED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, Russet SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS OR PROCEEDINGS ARISING OUT OF OR OTHERWISE RELATING TO THE FOLLOWING CIRCUMSTANCES:

(a) Eavesdropping. The wireless and wired network used in connection with the Service is a shared resource amongst other Russet customers.

Accordingly, there is a risk that Customer could be subject to "eavesdropping". This means that other parties may be able to access, monitor and/or decode Customer’s traffic. This risk of eavesdropping exists not only over Russet’s network, but also on the Internet and the other services to which access is provided by Russet as part of the Service hereunder. Because of this risk, the Customer should not send any sensitive or confidential information, such as credit card numbers or other financial information, medical information or trade secrets, over the network. Any information sent by Customer over the network is sent at Customer’s sole risk. Russet makes available encryption tools, and passwords, which reduces the risks. Additional security such as Virtual Private Networks is also available at additional cost to the Customer.

(b) Multiple Computer Connections. When a Customer’s computer is connected to a wireless modem, it constitutes a "local" segment. All Customer’s traffic on this local segment will be reflected by the wireless modem in an encrypted form onto the wireless network and also may be subject to eavesdropping as previously described above. For example, if a Customer’s computer and printer are connected to the local network segment, then any documents sent from Customer’s computer to its printer will reflected in an unencrypted form onto the wireless network. Any Customer who subscribes to the Service using other than a single, stand-alone computer connected to the local segment hereby acknowledges and agrees that Customer does so at Customer’s own risk, and is required to take safeguards and precautions. Russet may offer advice on the application of the Service on multi-computer networks at the current prevailing rates. Russet has networking components available for sale and it can offer advice to the Customer on those components found compatible with the Service.

(c) FTP/HTTP Server Setup. When using the computer to access the Internet or any other on-line network or service via the Service, there are certain applications, such as an FTP (File Transfer Protocol) server and a HTTP (Hyper Text Transfer Protocol) server, that may be used to allow other Russet subscribers and Internet users to gain access to Customer’s computer. If Customer runs any such applications, Customer must take the appropriate security measures.

7. INDEMNITY

Customer and User shall indemnify and hold harmless Russet from and against any loss, cost, claim, liability, damage, or expense (including reasonable attorneys’ fees) to third parties, relating to or arising from the use of the Service by Customer, User, or any of their personnel, whether or not Customer or User has knowledge of or has authorized such access or use, including, without limitation, claims for libel, slander, invasion of privacy, infringement of copyright, patent infringement (where Customer or User has used, connected, or combined the Service with the products or services of others), negligence, or tortious behavior.

8. CUSTOMER RESPONSIBILITY

Customer acknowledges that he is executing this Agreement on behalf of its Users and all persons who use the Equipment and/or the Service through Customer’s computer. Customer shall have sole responsibility for ensuring that all such other users understand and comply with the terms and conditions of this Agreement. Customer further acknowledges and agrees that the Customer is solely responsible and liable for any and all breaches of the terms and conditions of this Agreement, whether such breach is the result of use of the Service and/or Equipment by Customer or by any other user of the Customer’s computer. Any access to other networks connected to Russet’s network must comply with the rules of the other networks.

9. USE OF SERVICE: Customer and its Users agree to abide by and comply with the following terms and conditions:

(a) Misuse of Service: Customer and its Users shall not use the Service to make foul or profane expressions, to impersonate another person with fraudulent or malicious intent, to contact another person so as to annoy, abuse, threaten, or harass such other person, or for any purpose in violation of law, or in such a manner as to interfere unreasonably with the use of the Service by any of Russet’s customers. The Service and underlying network may only be used for lawful purposes. Transmission of any material in violation of any U.S. or state regulation is prohibited. This includes, but is not limited to: copyrighted material, material which is threatening or obscene, or material protected by trade secret. Customer agrees to indemnify Russet along with any parties from whom Russet obtains network services, and to hold them harmless from any claims resulting from the use of the Service by Customer or its Users that damage another party or that violate the law.

(b) Usenet Policy and Posting Restrictions: Usenet comprises a system of bulletin boards called news groups on the Internet. Customer and its Users shall not post to news groups until they have familiarized themselves with the subjects and established guidelines and restrictions of the news group. All such Usenet guidelines and restrictions are hereby incorporated herein by reference and Customer and its Users unconditionally agree to adhere to them. These guidelines and restrictions include, but are not limited to, the following: only post articles that are relevant to the news group. Participants of news groups do not appreciate Inappropriate or irrelevant postings nor are they allowed under Usenet protocols. Most news groups do not allow commercial postings. Users should verify this restriction before making any such posting. Blanket postings to all or large numbers of news groups simultaneously with disregard to the news groups subject are forbidden. Chain letters are not allowed to be posted. Unauthorized creation of news groups is prohibited.

(c) Harm To Equipment, Software and Processes: Customer agrees unconditionally to not cause harm to the Equipment or third party equipment, software, or processes used in connection with furnishing the Service. Customer not restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the Internet, including, without limitation, hosting or transmitting any information or software which contains a virus, lock, key, bomb, worm, Trojan horse or other harmful or debilitating feature; or generating levels of traffic sufficient to impede others ability to send or retrieve information. In addition to constituting default under this Agreement, any breach of this provision may result in civil and/or criminal penalties pursuant to applicable local, state and federal law.

(d) Content, Accuracy of Information: Russet and its affiliates, along with any parties from whom Russet obtains network services, exercises no control whatsoever over the content of the information passing through Russet’s network. Russet makes no warranties of any kind, whether express or implied, for the content of the information passing through its network. Use of any information obtained via the Russet network is at Customer’s and its Users’ own risk or the risk of their affiliates. Russet specifically denies any responsibility for the accuracy or quality of information obtained through its Service.

(e) Offensive and/or Harmful Information: The Internet hosts some material deemed unfit for viewing and reading by minors under the age of 18. Some sites contain information both in text and graphical formats that Customer and/or Users may consider obscene and/or harmful. Customer and/or Users agree to not hold Russet responsible for sites and postings that could be considered obscene, lewd, offensive, and/or harmful. Customers are responsible for their own monitoring and viewing habits and their Users, including minors. Russet does not block, filter or screen postings or sites on the Internet in whole or in part.

(f) Russet has no obligation to monitor Internet content. However, Customer acknowledges and agrees that Russet has the right to monitor content electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to perform the Service properly as Russet deem in its sole discretion, or to protect itself or its subscribers. Russet reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement.

(g) Russet provides service over a shared wireless network. The maximum service rate, or "bandwidth" is limited by the amount of service placed into the network. Limiting of customer bandwidth is accomplished by packet shaping. The packet shaping limits the bandwidth available to the user. Service without packet shaping is called a wireless T1, meaning there is no packet shaping when service is placed onto the wireless network . If service is purchased at bandwidths less than a wireless T1, the bandwidth is scaled downwards accordingly. Measurement of bandwidth is not an exact science, and bandwidth may vary according to factors beyond our control, such as others sharing the network simultaneously, Internet congestion, routers on the Internet working improperly, target sites by the customer malfunctioning, and other situations. Thus, when bandwidth, speed, packet rate, or any other definition is described, the service is relative and not absolute.

10. DEFAULT

Upon default by Customer Russet may, in its sole discretion, without limiting its remedies or incurring any liability to Customer, either temporarily discontinue or permanently terminate the furnishing of Service to Customer in whole or in part. "Default" means any failure by Customer to comply with any term of this Agreement, including without limitation, failure to make timely payment of any amount due Russet or failure to comply with the restrictions on use of Service set forth in this Agreement. Where Customer’s equipment is used with Service provided by Russet in violation of any of the provisions herein, Russet will notify Customer and take such action as is necessary for the protection of the Service for use by its other customers, including, without limitation, discontinuing Service. Russet reserves the right to charge a reconnect fee for any discontinued Service that is subsequently reconnected. Customer agrees that upon termination of this Agreement:

(a)  Customer will pay Russet in full for Customer’s use of the Equipment and the Service up to the later of the effective date of termination of this Agreement and the date on which the Service and Equipment have been disconnected and returned to Russet. Any equipment supplied by the Customer for use at Russet facility will be held in storage for disposal. Russet will dispose of the equipment and any proceeds, less cost of disposal, will be used to pay for what is due Russet. The Customer agrees to pay Russet on a pro-rated basis for any use by Customer of the Equipment or the Service for a part of a month;

(b)  Customer will permit Russet to access Customer’s premises during Russet regular business hours to remove the Equipment and other material provided by Russet.

(c)  Customer will ensure the return of all Equipment to Russet. Customer will also return or destroy all copies of any software provided by Russet pursuant to this Agreement, including all back-up copies.

11. CUSTOMER EQUIPMENT

(a) Customer shall be responsible to provide for the proper installation, operation, and maintenance of Customer’s equipment used in connection with the Service, and Customer shall ensure that such equipment is technically and operationally compatible with the Service and in compliance with applicable Federal Communications Commission rules and regulations.

(b) The installation, use, inspection, maintenance, repair and removal of the Equipment may result in service outages or potential damage to Customer’s computer. Customer therefore agrees to back-up all existing computer files by copying them to another storage medium prior to installation of the Equipment. Russet shall have no liability whatsoever for any damage to or loss or destruction of any of Customer’s equipment, software, files, data, or peripherals.

12. FORCE MAJEURE

Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence, including, but not limited to, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, nuclear accidents, strikes, extended power blackouts, natural disasters, severe weather conditions or other environmental disturbances, inability to secure transportation facilities, hardware or software products or services of other persons, including the type and condition of the equipment (personal computer, modem, etc.) of Customer and/or its Users, acts or omissions of transportation or common carriers and legal and/or regulatory constraints affecting either of the Parties hereto in performing their obligations hereunder ("Force Majeure"). If a Force Majeure condition occurs, the Party injured by the other Party’s inability to perform may elect to: terminate the Agreement if such Force Majeure condition results in a delay or failure to perform which continues for more than thirty (30) calendar days; or (b) suspend the Service for the duration of the delaying cause, buy or sell elsewhere the Service to be bought or sold hereunder and deduct from any commitment the services for which such commitments have been made elsewhere and resume performance under this Agreement once the delaying cause ceases. Unless written notice is given within thirty (30) calendar days after such injured Party is apprised of the Force Majeure condition, option (b) shall be deemed selected.

13. RESOLUTION OF DISPUTES

(a) The parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, except for action seeking a temporary restraining order or injunction related to the purposes of this Agreement, or suit to compel compliance with this dispute resolution process, the parties agree to use the following alternative dispute resolution procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

(b) At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The parties intend that these negotiations be conducted by non-lawyer, business representatives. The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties. Documents identified in or provided with such communications that are not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit.

(c) If the negotiations do not resolve the dispute within 60 days of the initial written request, a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association shall submit the dispute to binding arbitration. A party may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this section. Each party may submit in writing to a party, and that party shall so respond, to a maximum of any combination of 35 (none of which may have subparts) of the following: interrogatories, demands to produce documents and requests for admission. Each party is also entitled to take the oral deposition of one individual of another party. Additional discovery may be permitted upon mutual agreement of the parties. The arbitration hearing shall be commenced within 60 days of the demand for arbitration. The arbitration shall be held in Massachusetts. The arbitrator shall control the scheduling so as to process the matter expeditiously. The parties may submit written briefs. The arbitrator shall rule on the dispute by issuing a written opinion within 30 days after the close of hearings. The times specified in this section may be extended upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

(d) Each party shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrator.

14. OWNERSHIP

All computer programs, software, drawings, diagrams, specifications and other materials now licensed/developed by Russet or its suppliers, or that may be licensed/developed by Russet in connection with delivering the Service to Customer, whether or not developed at the specific request of Customer, shall remain the property of Russet and Customer acquires no sublicense or rights in same by virtue of this Agreement or the provision of the Service hereunder.

15. SERVICE MARKS AND TRADE NAMES

Except as specifically set out in this Agreement, nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, or trade names of the other for any purpose whatsoever.

16. PUBLICITY

Russet and Customer agree to submit to the other Party any advertising, sales promotion, press releases or other publicity matter relating to this Agreement wherein corporate or trade names, logos, trademarks or service marks or the other Party or its affiliates are mentioned and each Party further agrees not to publish or use such advertising, sales promotions, press releases or publicity matters without the other Party’s prior written approval.

17. MISCELLANEOUS

This Agreement shall be governed by, construed under, and enforced in accordance with, the laws of the state of Massachusetts. In the event of a Conflict between this Agreement and any applicable tariff, the tariff shall Prevail. If any provision of this Agreement shall be held to be invalid or Unenforceable, the validity and enforceability of the remaining provisions of This Agreement shall not be affected thereby. This Agreement embodies the Entire agreement between the parties with respect to the subject matter hereof And supersedes all prior agreements and understandings, whether written or Oral, and all contemporaneous oral agreements and understandings relating to The subject matter hereof. Russet may amend the terms and conditions of this Agreement by giving Customer 30 days’ prior on-line notice. This Agreement is subject to modification by any authorized regulatory agency. Russet may assign this Agreement without limitation, but Customer may not assign this Agreement without Russet, Ll.’s prior written consent. This Agreement shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns.