The customer named on the Service Order Agreement ("Customer", or "You") and Maverix Broadband, Inc., a Colorado limited liability company ("Provider") agree that the terms and conditions on the Service Order Agreement, these terms and conditions and each Service Order accepted by Provider constitute the agreement (the "Agreement") for the provision of the Services selected by Customer and designated on a Service Order. Services may include wi-fi services ("Wi-Fi") and fiber optic connectivity ("Fiber") (each a "Service" and collectively the "Services").

GENERAL TERMS AND CONDITIONS

ARTICLE 1. DEFINITIONS

Affiliate: Any entity that controls, is controlled by or is under common control with Provider.

Agreement: Consists of the Service Order Agreement executed by Customer and accepted by Provider, these Residential Services Customer Terms and Conditions, and each Service Order accepted by Provider under the Agreement.

Confidential Information: All information regarding either Party which has been marked or is otherwise communicated as being "proprietary" or "confidential." or which reasonably should be known by the receiving Party to be proprietary or confidential information. Without limiting the generality of the foregoing, Confidential Information shall include, even if not marked, the Agreement, promotional materials, proposals, quotes, rate information, discount information, subscriber information, network upgrade information and schedules, network operation information (including without limitation information about outages and planned maintenance) and invoices, as well as the Parties’ communications regarding such items.

Customer-Provided Equipment: Any and all facilities, equipment or devices supplied by Customer for use in connection with the Services.

Party or Parties: A reference to Provider or the Customer; and in the plural, a reference to both Provider and Customer.

Provider Equipment: Any and all facilities, equipment or devices provided by Provider or its authorized contractors at the Service Location(s) that are used to deliver any of the Services including, but not limited to, all terminals, wires, modems, lines, circuits, ports, routers, gateways, switches, channel service units, data service units, cabinets, and racks. Notwithstanding the above, inside telephone wiring, whether or not installed by Provider, shall not be considered Provider Equipment.

Provider Website or Website: The Provider website where the General Terms and Conditions and other Provider security, use and privacy policies applicable to the Agreement will be posted. The current URL for the Website is maverixbroadband.com. Provider may update the Website documents and/or URL from time to time.

Service(s): The Wi-fi and Fiber services provided by Provider to Customer described in one or more Service Order(s). All Services are for domestic U.S., residential, non-commercial use only. Services are subject to availability.

Service Commencement Date: The date(s) on which Provider first makes Service available for use by Customer. A single Service Order containing multiple Service Locations or Services may have multiple Service Commencement Dates.

Service Order: A request for Provider to provide the Services to Service Location(s) submitted by Customer to Provider: (a) on a then-current Provider form designated for that purpose or (b) if available, through a Provider electronic or verbal order processing system designated for that purpose. Customer’s first Service Order is included as part of the Service Order Agreement.

Service Order Agreement: The agreement under which Service Orders are submitted to Provider.

Service Location(s): The Customer location(s) where Provider provides the Services. For multi-tenant buildings, Service Location shall mean the customer’s leased and/or owned residence.

Service Term: The duration of time (commencing on the Service Commencement Date) for which Services are order, as specified in a Service Order.

Termination Charges: Except as otherwise provided herein, charges that may be imposed by Provider if, prior to the end of the applicable Service Term: (a) Provider terminates Services for cause; or (b) Customer terminates any Service without cause. Termination Charges with respect to each Service terminated during the initial Service Term shall equal one hundred percent (100%) of the remaining monthly fees that would have been payable by Customer under the applicable Service Order if the terminated Service(s) had been provided until the end of the applicable Service Term, and one hundred percent (100%) of any amount paid by Provider in connection with Custom Installation, as that term is defined in Section 2.7, for the Services provided by Provider under such Service Order.

ARTICLE 1A. CHANGES TO THE AGREEMENT TERM

Provider may change or modify the Agreement, and any related policies from time to time ("Revisions") by posting such Revisions to the Provider Website. The Revisions are effective upon posting to the Website. Customer will receive notice of the Revisions in the next applicable monthly invoice. Customer shall have thirty (30) calendar days from the invoice notice of such Revisions to provide Provider with written notice that the Revisions adversely affect Customer’s use of the Service(s). If after notice Provider is able to verify such adverse effect but is unable to reasonably mitigate the Revision’s impact on such Services, then Customer may terminate the impacted Service(s) without further obligation to Provider beyond the termination date, including Termination Charges, if any. This shall be Customer’s sole and exclusive remedy.

ARTICLE 2. DELIVERY OF SERVICES

2.1   Orders. A Service Order must be completed to initiate Service to a Service Location(s). A Service Order shall become binding on the Parties when: (i) it is specifically accepted by Provider either electronically or in writing; (ii) Provider begins providing the Services described in the Service Order; or (iii) Provider begins installation of the Services described in the Service Order, whichever is earlier. When a Service Order becomes effective it shall be deemed part of, and shall be subject to, the Agreement.

2.2   Speed. [Provider makes no representation regarding the speed of the Wi-Fi and/or Fiber Service. Actual speeds may vary and are not guaranteed. Many factors affect speed including, without limitation, the number of workstations using a single connection].

2.3   Access and Fiber Installation. Customer, at no cost to Provider, shall secure and maintain all necessary rights of access to Service Location(s) for Provider to install and provide the Services, unless Provider has secured such access prior to this Agreement. In addition, Customer shall provide an adequate environmentally controlled space and such electricity as may be required for installation, operation, and maintenance of the Provider Equipment used to provide the Services within the Service Location(s). Provider and its employees and authorized contractors will require free ingress and egress into and out of the Service Location(s) in connection with the provision of Services. Upon reasonable notice from Provider, Customer shall provide all required access to Provider and its authorized personnel. Customer agrees that Provider may install equipment on the exterior and interior of Customer’s residence (including but not limited to laying underground conduit and/or affixing equipment to the outside of Customer’s residence) at any reasonable location. Customer agrees that Provider may take photographs of the equipment installed by or on behalf of Provider on the exterior or interior of Customer’s residence for quality control purposes. Customer also agrees that Provider may use, and that you have the necessary permissions to approve Provider’s use of, existing facilities, including existing wiring in and around your residence, to complete the installation services. If Customer rents or otherwise does not own the Service Location(s), Customer represents and warrant that you are authorized by the property owner to order Provider installation, and you acknowledge that you may be asked to provide written evidence that you have received all permissions necessary for Provider to perform installation services. If Provider incurs any costs or losses, including attorneys’ fees, because you did not get the necessary authorization(s) for Provider to install the equipment required for the Services, you are responsible for reimbursing Provider for those costs or losses.

2.4   Service Commencement Date. Upon installation and connection of the necessary facilities and equipment to provide the Services, Provider shall notify Customer that the Services are available for use, and the date of such notice shall be called the "Service Commencement Date." Any failure or refusal on the part of Customer to be ready to receive the Services on the Service Commencement Date shall not relieve Customer of its obligation to pay applicable Service charges.

2.5   Provider Equipment. Provider Equipment is and shall remain the property of Provider regardless of where installed within the Service Location(s) and shall not be considered a fixture or an addition to the land or the Service Location(s). At any time Provider may remove or change Provider Equipment in its sole discretion in connection with providing the Services. Customer shall not move, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any Provider Equipment or permit others to do so, and shall not use the Provider Equipment for any purpose other than that authorized by the Agreement. Provider shall maintain Provider Equipment in good operating condition during the term of this Agreement; provided, however, that such maintenance shall be at Provider’s expense only to the extent that it is related to and/or resulting from the ordinary and proper use of the Provider Equipment. Provider is responsible for damage to, or loss of, Provider Equipment caused by its acts or omissions, and its noncompliance with this Section, or by fire, theft or other casualty at the Service Location(s), unless caused by the negligence or willful misconduct of Provider. Provider agrees not to take any action that would directly or indirectly impair Provider’s title to the Provider Equipment, or expose Provider to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the Parties. Following Provider’s discontinuance of the Services to the Service Location(s), Provider retains the right to remove the Provider Equipment including, but not limited to, that portion of the Provider Equipment located within the Service Location(s). To the extent Provider removes such Provider Equipment, it shall be responsible for returning the Service Location(s) to its prior condition, wear and tear excepted.

2.6   Customer-Provided Equipment. Provider shall have no obligation to install, operate, or maintain Customer-Provided Equipment. Customer alone shall be responsible for providing maintenance, repair, operation, and replacement of all inside telephone wiring and equipment and facilities on the Customer’s side of the cable modem, route and/or coaxial input connection. All Customer-Provided Equipment and wiring that Customer uses in connection with the Services must be fully compatible with the Services. Customer shall be responsible for the payment of all charges for troubleshooting, maintenance or repairs attempted or performed by Provider’s employees or authorized contractors when the difficulty or trouble report results from Customer-Provided Equipment. Provider shall not be responsible to the Customer if changes in any of the facilities, operations or procedures of Provider utilized in the provision of Service render any Customer-Provided Equipment or other equipment provided by a Customer obsolete or require modification or alteration of such equipment or system or otherwise affect its use or performance.

2.7   Engineering Review. Each Service Order submitted by Customer may be subject to an engineering review by Provider. The engineering review will determine whether the cable plant must be extended, built or upgraded in order to provide the ordered Services at the requested Service Location(s), or whether Service installation has to be expedited to meet the Customer’s requested Service Commencement Date ("Custom Installation"). Provider will provide Customer written notification in the event Service installation at any Service Location will require an additional one-time installation fee ("Custom Installation Fee"). Customer will have five (5) days from receipt of such notice to reject the Custom Installation Fee and terminate, without further liability, the Service Order with respect to the affected Service Location(s).

2.8   Administrative Web Site. Provider may, at its sole option, make one or more administrative web sites available to Customer in connection with Customer’s use of the Services (each an "Administrative Web Site"). Provider may furnish Customer with one or more user identifications and/or passwords for use on the Administrative Web Site. Customer shall be responsible for the confidentiality and use of such user identifications and/or passwords and shall immediately notify Provider if there has been an unauthorized release, use or other compromise of any user identification or password. In addition, Customer agrees that its authorized users shall keep confidential and not distribute any information or other materials made available by the Administrative Web Site. Customer shall be solely responsible for all use of the Administrative Web Site, and Provider shall be entitled to rely on all Customer uses of and submissions to the Administrative Web Site as authorized by Customer. Provider shall not be liable for any loss, cost, expense, or other liability arising out of any Customer use of the Administrative Web Site or any information on the Administrative Web Site. Provider may change or discontinue the Administrative Web Site, or Customer’s right to use the Administrative Web Site, at any time. Additional terms and policies may apply to Customer’s use of the Administrative Web Site. These terms and policies will be posted on the site.

ARTICLE 3. CHARGES, BILLING AND PAYMENT

3.1   Charges. Customer shall pay Provider the Custom Installation Fee as designated on the applicable Service Order Agreement. Customer further agrees to pay all charges associated with the Services, as set forth or referenced in the applicable Service Order(s) or invoiced by Provider. These charges may include, but are not limited to installation charges, monthly recurring service charges, usage charges including without limitation charges for the use of Provider Equipment, charges for service calls, maintenance and repair charges, and applicable federal, state, and local taxes, fees, surcharges and recoupments (however designated). Except as otherwise indicated herein or on the applicable Service Order(s), monthly recurring charges for the Services shall not increase during the initial Service Term.

3.2   Payment of Bills. Except as otherwise indicated herein or on the Service Order(s), Provider will invoice Customer in advance on a monthly basis for all monthly recurring Service charges and fees arising under the Agreement. All other charges will be billed monthly in arrears. Customer shall make payment to Provider for all invoiced amounts within thirty (30) days after the date of the invoice. Any amounts not paid to Provider within such period will be considered past due. If a Service Commencement Date is not the first day of a billing period, Customer’s next monthly invoice shall include a prorated charge for the Services, from the date of installation to the first day of the new billing.

3.3   Partial Payment. Partial payment of any bill will be applied to the Customer’s outstanding charges in the amounts and proportions as solely determined by Provider. No acceptance of partial payment(s) by Provider shall constitute a waiver of any rights to collect the full balance owed under the Agreement.

3.4   Payment by Credit Card. Upon Customer’s written request and Provider’s acceptance of such request, Provider will accept certain credit card payments for charges generated under the Agreement. By providing Provider with a credit card number, Customer authorizes Provider to charge the card for all charges generated under this Agreement, until: (i) this Agreement is terminated; or (ii) Customer provides sixty (60) days prior notice that Provider stop charging the credit card. Customer agrees to provide Provider with updated credit card or alternate payment information on a timely basis prior to the expiration or termination of the credit card on file or in the event that Customer’s credit card limit is or will be insufficient to cover payment. If Provider is unable to charge Customer's credit card for any reason, Customer agrees to pay all amounts due, including any late payment charges or bank charges, upon demand by Provider. Provider may limit the option to pay by credit card to specific Services or may discontinue acceptance of credit card payments in whole or in part upon thirty (30) days prior notice to Customer.

3.5   Taxes and Fees. Customer shall be responsible for the payment of any and all applicable local, state, and federal taxes or fees (however designated). Customer will be responsible to pay any Service fees, payment obligations and taxes that become applicable retroactively.

3.6   Other Government-Related Costs and Fees. Provider reserves the right to invoice Customer for any fees or payment obligations in connection with the Services imposed by governmental or quasi-governmental bodies in connection with the sale, installation, use, or provision of the Services, including, without limitation, applicable franchise fees (if any), regardless of whether Provider or its Affiliates pay the taxes directly or are required by an order, rule, or regulation of a taxing jurisdiction to collect them from Customer. These obligations may include those imposed on Provider or its Affiliates by an order, rule, or regulation of a regulatory body or a court of competent jurisdiction, as well as those that Provider or its Affiliates are required to collect from the Customer or to pay to others in support of statutory or regulatory programs. Taxes and other government-related fees and surcharges may be changed with or without notice,

3.7   Disputed Invoice. If Customer disputes any portion of an invoice, Customer must pay the undisputed portion of the invoice and submit a written claim, including all documentation substantiating Customer’s claim, to Provider for the disputed amount of the invoice by the invoice due date. The Parties shall negotiate in good faith to resolve the dispute. However, should the Parties fail to mutually resolve the dispute within sixty (60) days after the dispute was submitted to Provider, all disputed amounts shall become immediately due and payable to Provider. Under no circumstances may Customer submit a billing dispute to Provider later than sixty (60) days following Customer’s receipt of the applicable invoice.

3.8   Past-Due Amounts. Any undisputed payment not made when due will be subject to a reasonable late charge not to exceed the highest rate allowed by law on the unpaid invoice. If Customer’s account is delinquent, Provider may refer the account to a collection agency or attorney that may pursue collection of the past due amount and/or any Provider Equipment that Customer fails to return in accordance with the Agreement. If Provider is required to use a collection agency or attorney to collect any amount owed by Customer or any unreturned Provider Equipment, Customer agrees to pay all reasonable costs of collection or other action. The remedies set forth herein are in addition to and not in limitation of any other rights and remedies available to Provider under the Agreement or at law or in equity.

3.9   Rejected Payments. Except to the extent otherwise prohibited by law, Customer will be assessed a service charge up to the full amount permitted under applicable law for any check or other instrument used to pay for the Services that has been rejected by the bank or other financial institution.

3.10   Fraudulent Use of Services. Customer is responsible for all charges attributable to Customer with respect to the Services, even if incurred as the result of fraudulent or unauthorized use of the Services. Provider may, but is not obligated to, detect or report unauthorized or fraudulent use of Services to Customer. Provider reserves the right to restrict, suspend or discontinue providing any Service in the event of fraudulent use by Customer.

ARTICLE 4. TERM

4.1   Agreement Term. This Agreement shall be month-to-month unless otherwise specified on the Service Order. The term of a Service Order (the "Term") shall commence on the Service Commencement Date and shall automatically renew for successive periods of one (1) month each a "Renewal Term(s)" and unless otherwise distinguished herein, is also referred to as "Service Term(s)"), unless otherwise stated in these terms and conditions or prior notice of non-renewal is delivered by either Party to the other at least thirty (30) days before the expiration of the then current Service Term. Such termination shall be effective thirty (30) days after Provider’s receipt of the termination notice.

4.2   Changes in Monthly Recurring Service Charges. Effective at any time after the end of the initial Service Term and from time to time thereafter, Provider may modify the monthly recurring charges for Internet Services subject to thirty (30) days prior notice to Customer. Customer will have thirty (30) days from receipt of such notice to cancel the applicable Service without further liability. Should Customer fail to cancel within this timeframe, Customer will be deemed to have accepted the modified Service pricing. Nothing within this Section 4.2 is intended to limit Provider’s ability to increase charges associated with the Services as set forth in Section 3.1.

ARTICLE 5. TERMINATION OF AGREEMENT AND/OR A SALES ORDER

5.1   Termination for Convenience. Notwithstanding any other term or provision in this Agreement, Customer shall have the right to terminate a Service Order or this Agreement, in whole or part, at any time during the Service Term upon thirty (30) days prior notice to Provider, and subject to payment to Provider of all outstanding amounts due for the Services, any and all applicable Termination Charges, and the return of any and all Provider Equipment. Such termination shall be effective thirty (30) days after Provider’s receipt of the termination notice.

5.2   Termination for Cause.

(a) If Customer is in breach of a payment obligation, and fails to make payment in full within ten (10) days after receipt of notice of default, or has failed to make payments of all undisputed charges on or before the due date on three (3) or more occasions during any twelve (12) month period, Provider may, at its option, terminate this Agreement, terminate the affected Service Orders, suspend Service under the affected Service Orders, and/or require a deposit, advance payment, or other satisfactory assurances in connection with any or all Service Orders as a condition of continuing to provide the Services. However, Provider will not take any such action as a result of Customer’s non-payment of a charge that is the subject of a timely billing dispute, unless the Parties have reviewed the dispute and determined in good faith that the charge is correct.

(b) If either Party breaches any material term of this Agreement and the breach continues without remedy for thirty (30) days after notice of default, the non-defaulting Party may terminate for cause any Service Order materially affected by the breach.

(c) Provider may terminate this Agreement if Customer, its employees, agents, or representatives threatens, harasses, or uses vulgar or inappropriate language toward Provider personnel.

(d) Termination by either Party of a Service Order does not waive any other rights or remedies that it may have under this Agreement.

5.3   Effect of Expiration or Termination of the Agreement or a Service Order. Upon the expiration or termination of a Service Order or Service for any reason: (i) Provider may disconnect the applicable Service; (ii) Provider may delete all applicable data, files, or other information stored on Provider’s servers or systems; (iii) if Customer has terminated the Service Order and/or Service prior to the expiration of the Service Term for convenience, or if Provider has terminated the Service Order and/or Service prior to the expiration of the Service Term as a result of material breach by Customer, Provider may assess and collect from Customer applicable Termination Charges; and (iv) Customer shall be responsible for the return of all applicable Provider Equipment and (A) until such time as the Provider Equipment is returned to Provider, Provider may continue to invoice Customer for the monthly fee applicable to such Provider Equipment, if any, and (B) if any returned Provider Equipment has been damaged and/or destroyed other than by Provider or its agents, normal wear and tear excepted, Provider may invoice Customer for the full replacement cost of the relevant Provider Equipment, or in the event of minor damage to the retrieved Provider Equipment, the cost of repair).

5.4   Regulatory and Legal Changes. The Parties acknowledge that the respective rights and obligations of each Party as set forth in this Agreement upon its execution are based on law and the regulatory environment as it exists on the date of execution of this Agreement. Provider may, in its sole discretion, immediately terminate this Agreement, in whole or in part, in the event there is a material change in any law, rule, regulation, Force Majeure event, or judgment of any court or government agency, and that change affects Provider’s ability to provide the Services herein.

ARTICLE 6. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES; WARNINGS

6.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSS REVENUE, LOSS OF USE, LOSS OF BUSINESS OR LOSS OF PROFIT, WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR TORT, PROVIDED, HOWEVER, THAT NOTHING HEREIN IS INTENDED TO LIMIT CUSTOMER’S LIABILITY FOR AMOUNTS OWED FOR THE SERVICES OR FOR ANY EQUIPMENT OR FOR EARLY TERMINATION CHARGES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ENTIRE LIABILITY OF PROVIDER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS OR CONTRACTORS ("ASSOCIATED PARTIES") FOR LOSS, DAMAGES AND CLAIMS ARISING OUT OF THE DELIVERY OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, DELAY IN THE INSTALLATION OF SERVICES OR THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR THE PROVIDER EQUIPMENT SHALL BE LIMITED TO A SUM EQUIVALENT TO THE APPLICABLE OUT-OF-SERVICE CREDIT. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS AGREEMENT.

6.2 THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT WITH RESPECT TO THE SERVICES OR PROVIDER EQUIPMENT. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT ALLOWED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROVIDER DOES NOT WARRANT THAT THE SERVICES OR PROVIDER EQUIPMENT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF LATENCY OR DELAY, OR THAT THE SERVICES OR PROVIDER EQUIPMENT WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR PROVIDER EQUIPMENT WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.

6.3 PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES OR PROVIDER EQUIPMENT FOR USE BY THIRD PARTIES.

6.4 IN NO EVENT SHALL PROVIDER, OR ITS ASSOCIATED PARTIES, SUPPLIERS, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO: (i) STORED, TRANSMITTED, OR RECORDED DATA, FILES, OR SOFTWARE; (ii) ANY ACT OR OMISSION OF CUSTOMER, ITS USERS OR THIRD PARTIES; (iii) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; OR (iv) LOSS OR DESTRUCTION OF ANY CUSTOMER HARDWARE, SOFTWARE, FILES OR DATA RESULTING FROM ANY VIRUS OR OTHER HARMFUL FEATURE OR FROM ANY ATTEMPT TO REMOVE IT.

6.5 DISRUPTION OF SERVICE. The Services are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Services could lead to severe injury to business, persons, property, or environment ("High Risk Activities"). These High Risk Activities may include, without limitation, vital business or personal communications, or activities where absolutely accurate data or information is required. Customer expressly assumes the risks of any damages resulting from High Risk Activities. Provider shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Services, directly or indirectly caused by, or proximately resulting from, any circumstances, including, but not limited to, causes attributable to Customer or Customer- Equipment; inability to obtain access to the Service Locations; failure of any television signal at the transmitter; failure of a communications satellite; loss of use of poles or other utility facilities; strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightening, earthquake, wind, ice, extreme weather conditions or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation or delivery of the Services.

6.6 Customer’s sole and exclusive remedies under this Agreement are as expressly set forth in this Agreement. Certain of the above exclusions may not apply if the state in which a Service is provided does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of Provider and its Affiliates and agents is limited to the maximum extent permitted by law.

ARTICLE 7. INDEMNIFICATION

7.1 Subject to Article 6, each Party ("Indemnifying Party") will indemnify and hold harmless the other Party ("Indemnified Party"), its affiliates, officers, directors, employees, stockholders, partners, providers, independent contractors and agents from and against any and all joint or several costs, damages, losses, liabilities, expenses, judgments, fines, settlements and any other amount of any nature, including reasonable fees and disbursements of attorneys, accountants, and experts, arising from any and all claims, demands, actions, suits, or proceedings whether civil, criminal, administrative, or investigative (collectively, "Claims") relating to: (i) any Claim of any third party resulting from the negligence or willful act or omission of Indemnifying Party arising out of or related to the Agreement, the obligations hereunder, and uses of Services and Provider Equipment; and (ii) any Claim of any third party alleging infringement of a U.S. patent or U.S. copyright arising out of or related to this Agreement, the obligations hereunder, and the use of Services and Provider Equipment.

7.2 The Indemnifying Party agrees to defend the Indemnified Party for any loss, injury, liability, claim or demand ("Actions") that is the subject of Article 7 hereof. The Indemnified Party agrees to notify the Indemnifying Party promptly, in writing, of any Actions, threatened or actual, and to cooperate in every reasonable way to facilitate the defense or settlement of such Actions. The Indemnifying Party shall assume the defense of any Action with counsel of its own choosing, but which is reasonably satisfactory to the Indemnified Party. The Indemnified Party may employ its own counsel in any such case and shall pay such counsel’s fees and expenses. The Indemnifying Party shall have the right to settle any claim for which indemnification is available; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 8. INTELLECTUAL PROPERTY

8.1   Ownership of Telephone Numbers and Addresses. Customer acknowledges that use of the Services does not give it any ownership or other rights in any telephone number or Internet/on-line addresses provided, including but not limited to Internet Protocol ("IP") addresses, e-mail addresses and web addresses.

8.2   Intellectual Property Rights in the Services. Title and intellectual property rights to the Services are owned by Provider, its agents, suppliers or Affiliates or their licensors or otherwise by the owners of such material. The copying, redistribution, reselling, bundling or publication of the Services, in whole or in part, without express prior written consent from Provider or other owner of such material, is prohibited.

ARTICLE 9. CONFIDENTIAL INFORMATION AND PRIVACY

9.1   Disclosure and Use. All Confidential Information shall be kept by the receiving Party in strict confidence and shall not be disclosed to any third party without the disclosing Party’s express written consent. Notwithstanding the foregoing, such information may be disclosed (i) to the receiving Party’s employees, affiliates, and agents who have a need to know for the purpose of performing this Agreement, using the Services, rendering the Services, and marketing related products and services (provided that in all cases the receiving Party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure); or (ii) as otherwise authorized by this Agreement. Each Party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using a degree of care less than a reasonable degree of care.

9.2   Exceptions. Notwithstanding the foregoing, each Party’s confidentiality obligations hereunder shall not apply to information that: (i) is already known to the receiving Party without a pre-existing restriction as to disclosure; (ii) is or becomes publicly available without fault of the receiving Party; (iii) is rightfully obtained by the receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing Party; (iv) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or regulation.

9.3   Remedies. Notwithstanding any other Article of this Agreement, the non-breaching Party shall be entitled to seek equitable relief to protect its interests pursuant to this Article 9, including, but not limited to, injunctive relief.

9.4   Monitoring. Provider shall have no obligation to monitor postings or transmissions made in connection with the Services, however, Customer acknowledges and agrees that Provider and its agents shall have the right to monitor any such postings and transmissions from time to time and to use and disclose them in accordance with this Agreement, and as otherwise required by law or government request. Provider reserves the right to refuse to upload, post, publish, transmit or store any information or materials, in whole or in part, that, in Provider’s sole discretion, is unacceptable, undesirable or in violation of this Agreement.

ARTICLE 9A: CUSTOMER PRIVACY POLICIES
In addition to the provisions of Article 9, the privacy policy below applies to Provider’s handling of Customer confidential information. In the event of a conflict between the provisions of Article 9 and any provision of the privacy policy below, the applicable provision of the privacy policy shall prevail in the resolution of the conflict. A copy of Provider’s privacy policy is available at https://maverixbroadband.com/privacy (or any successor URL).

9A.2 Privacy Note Regarding Information Provided to Third Parties. Provider is not responsible for any information provided by Customer to third parties, and this information is not subject to the privacy provisions of this Agreement or the privacy policies. Customer assumes all privacy and other risks associated with providing personally identifiable information to third parties via the Services.

ARTICLE 10. PROHIBITED USES

10.1   Resale. Except as otherwise provided in the General Terms and Conditions, Customer may not sell, resell, sublease, assign, license, sublicense, share, provide, or otherwise utilize in conjunction with a third party (including, without limitation, in any joint venture or as part of any outsourcing activity) the Services or any component thereof.

10.2   Use Policies. Customer agrees to ensure that all uses of the Provider Equipment and/or the Services installed at its premises ("use") are legal and appropriate. Specifically, Customer agrees to ensure that all uses by Customer or by any other person ("user"), whether authorized by Customer or not, comply with all applicable laws, regulations, and written and electronic instructions for use. Provider reserves the right to act immediately and without notice to terminate or suspend the Services and/or to remove from the Services any information transmitted by or to Customer or users, if Provider (i) determines that such use or information does not conform with the requirements set forth in this Agreement, (ii) determines that such use or information interferes with Provider’s ability to provide the Services to Customer or others, (iii) reasonably believes that such use or information may violate any laws, regulations, or written and electronic instructions for use, or (iv) reasonably believes that Customer’s use of the Service interferes with or endangers the health and/or safety of Provider personnel or third parties. Furthermore, the Services shall be subject to one or more Acceptable Use Policies ("AUP") that may limit use. The AUP and other policies concerning the Services are posted on Provider’s web site(s) at https://maverixbroadband.com (or any successor URL) or on another web site about which Customer has been notified, and are incorporated to this Agreement by reference. Provider may update the use policies from time to time, and such updates shall be deemed effective seven (7) days after the update is posted online, with or without actual notice to Customer. Accordingly, Customer should check the above web addresses (or the applicable successor URLs) on a regular basis to ensure that its activities conform to the most current version of the use policies. Provider’s action or inaction in enforcing acceptable use shall not constitute review or approval of Customer’s or any other users’ use or information.

10.3   Violation. Any breach of this Article 10 shall be deemed a material breach of this Agreement. In the event of such material breach, Provider shall have the right to restrict, suspend, or terminate immediately any or all Service Orders, without liability on the part of Provider, and then to notify Customer of the action that Provider has taken and the reason for such action, in addition to any and all other rights and remedies under this Agreement.

ARTICLE 12. MISCELLANEOUS TERMS

12.1   Force Majeure. Neither Party shall be liable to the other Party for any delay, failure in performance, loss, or damage to the extent caused by force majeure conditions such as acts of God, fire, explosion, power blackout, cable cut, acts of regulatory or governmental agencies, unavailability of right-of-way, unavailability of services or materials upon which the Services rely, or other causes beyond the Party’s reasonable control, except that Customer’s obligation to pay for Services provided shall not be excused. Changes in economic, business, or competitive condition shall not be considered force majeure events.

12.2   Assignment and Transfer. Neither Party shall assign any right, obligation or duty, in whole or in part, nor of any other interest hereunder, without the prior written consent of the other Party, which shall not be unreasonably withheld. The foregoing notwithstanding, Provider may assign this Agreement to any Affiliate, related entity, or successor in interest without Customer’s consent. In addition, Provider may partially assign its rights and obligations hereunder to any party that acquires from Provider all or substantially all of the assets of a cable franchise(s) in which the Services is deployed to Customer. All obligations and duties of either Party under this Agreement shall be binding on all successors in interest and assigns of such Party.
12.3   Export Law and Regulation. Customer acknowledges that any products, software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export laws and regulations, and any foreign use or transfer of such products, software, and technical information must be authorized under those regulations. Customer agrees that it will not use distribute, transfer, or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with U.S. export regulations. If requested by Provider, Customer also agrees to sign written assurances and other export-related documents as may be required for Provider to comply with U.S. export regulations.

12.4   Notices. Except as otherwise provided in this Agreement, any notices or other communications contemplated or required under this Agreement, in order to be valid, shall be in writing and shall be given via personal delivery, overnight courier, or via U.S. Certified Mail, Return Receipt Requested. Notices to Customer shall be sent to the Customer billing address; notices to Provider shall be sent to [ADDRESS]. All such notices shall be deemed given and effective on the day when delivered by overnight delivery service or certified mail. Alternatively, Customer may send termination notice to Provider through the Provider disconnection portal found at the following URL: [WEBSITE]. Provider may update the URL from time to time, and the updated URL shall be deemed effective immediately upon posting, with or without actual notice to Customer.

12.5   Entire Understanding. The Agreement constitutes the entire understanding of the Parties related to the subject matter hereof. The Agreement supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the Services or the Parties’ rights or obligations relating to the Services. Any prior representations, promises, inducements, or statements of intent regarding the Services that are not expressly provided for in this Agreement are of no effect. Terms or conditions contained in any purchase order, or restrictive endorsements or other statements on any form of payment, shall be void and of no force or effect. Only specifically authorized representatives of Provider may make modifications to this Agreement or this Agreement’s form. No modification to the form or this Agreement made by a representative of Provider who has not been specifically authorized to make such modifications shall be binding upon Provider. No subsequent agreement among the Parties concerning the Services shall be effective or binding unless it is executed in writing by authorized representatives of both Parties.

12.6   Construction. In the event that any portion of this Agreement is held to be invalid or unenforceable, the Parties shall replace the invalid or unenforceable portion with another provision that, as nearly as possible, reflects the original intention of the Parties, and the remainder of this Agreement shall remain in full force and effect.

12.7   Survival. The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement or any Service Order, including without limitation representations and warranties, indemnifications, and limitations of liability, shall survive termination or expiration of this Agreement or any Service Order.

12.8   Choice of Law. The law of the state of Colorado shall govern the construction, interpretation, and performance of this Agreement, except to the extent superseded by federal law.

12.9   No Third Party Beneficiaries. This Agreement does not expressly or implicitly provide any third party (including users) with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege.

12.10   No Waiver. No failure by either Party to enforce any rights hereunder shall constitute a waiver of such right(s).

12.11   Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

12.12   Article Headings. The article headings used herein are for reference only and shall not limit or control any term or provision of this Agreement or the interpretation or construction thereof.

12.13   Compliance with Laws. Each of the Parties agrees to comply with all applicable local, state and federal laws and regulations and ordinances in the performance of its respective obligations under this Agreement.