These General Terms and Conditions apply to and are incorporated by reference into all Managed IT and Communication Services Agreements entered into between Grid4 Communications, Inc. (the Company) and its Customers. The specific scope of services and products to be provided to the Customer shall be set forth in a separate Service Order or Service Order Addendum which shall describe the detailed scope of services and/or products provided, the term of the Agreement and the price(s)/fee(s) to be charged.

1.         The Agreement. These General Terms and Conditions, the related Service Order and Service Order Addendum (collectively, the “Agreement”) constitute the entire agreement and understanding between Customer and the Company, and any third-party providing services under the Agreement, and supersede all prior agreements, understandings, and arrangements, both oral and written. Each party will comply with all laws and regulations applicable to the Agreement and in particular any of the Company’s Federal, State, or local Tariffs. If a conflict arises between the Agreement and an applicable Tariff, the Tariff will control.

2.         Limitations on Services. Where the scope of the Agreement calls for communication services (“Services”), the Company’s obligation to perform is subject to its ability to acquire and maintain commercially reasonable transport and other facilities. The Company may terminate the Agreement or cancel an order for Services should such order require special set-up or installation at Customer’s facility beyond the scope of the Service Order. The Company will not have any obligation with respect to any person or entity (including, without limitation, any person or entity that shares the Services) or any location other than the Customer’s and the location indicated on the Service Order. Customer will comply with the Company’s Acceptable Use Policy (“AUP”), which is incorporated by reference herein, and which is posted on the Internet at The Company may change the APU at any time without prior notice to Customer.

Where the scope of the Agreement includes Managed IT services, the Company will be responsible for providing only those services and products specifically identified in the applicable Service Order. The services provided by the Company shall be consistent with the skill and care of those providing similar services in the area where the services are provided. Client’s exclusive remedy and the Company’s entire liability will be for the Company to re-perform any non­conforming portion of the Services within a reasonable period of time, or if the Company cannot remedy the breach during such time period, then it shall refund the portion of the fee attributable to such non­conforming portion(s) of the Services.

The Company retains all rights, title, and interest in any and all intellectual property, informational, industrial property, and legal rights in the products it provides and copies thereof. The Company neither grants nor otherwise transfers any rights of ownership in those products to the Customer.

3.         Payment. Periodic payments (“Fees”) as specified in the Service Order are due within fifteen (15) days after receipt of the Company’s invoice. All Fees payable under the Agreement are exclusive of sales, use, and any other applicable transaction taxes, which are the sole responsibility of the Customer. The Company will not provide separate invoices, billing, or other information to or for any person or entity sharing communication services with Customer. The Company may invoice the Customer for recurring, fixed monthly charges one month in advance and may pass through any existing, new, or increased fees, assessments, taxes, or other charges imposed on, required of or allowed to be collected by the Company by any Governmental agency (including, without limitation, universal service fund charges).

The Customer must notify the Company in writing within fifteen (15) of its receipt of any invoice of any dispute it has with that invoice, otherwise its right to challenge the invoice is waived. All invoiced Fees shall be due without offset as specified above, any adjustments or credits will be applied to a future invoice. If payment is not received on or before any invoice due date, interest shall begin to accrue and be payable at the rate of one and one-half percent (1.5%) per month from the date due until paid in full. Additionally, if payments are not received as due, the Company may suspend all services until it has received full payment of all amounts due plus late fees and any additional costs incurred as a result of the interruption in service together with such creditworthiness information as is deemed necessary. If at any time the Company determines that the Customer’s credit is insufficient, it may terminate the Agreement upon seven (7) days’ notice unless Customer makes arrangements satisfactory to the Company.

Customers may use phone numbers as a billing mechanism for other communications services provided by third parties, including information services. Customer’s use of phone numbers for this purpose is considered a constructive order for such services. By constructively ordering such services, Customer grants the Company permission to release the Customer’s name and billing address information to the third-party provider of these services. Customer understands that the provider of these services may bill Customer directly for those services.

Client shall pay all expenses, including actual attorney fees, incurred by the Company in enforcing its foregoing rights to payment under this Agreement.

4.         Term and Termination. The Agreement shall commence on the Effective Date as specified in the Service Order and will continue until the expiration of the term as specified therein. Unless the Customer notifies the Company that it will not be renewing the Agreement within sixty (60) days of the expiration of the Agreement, the Agreement shall automatically renew for an additional term equal to the initial term. In the event, the Agreement is automatically renewed, the rates and charges shall be the same as specified in the original Service Order in addition to any carrier tariff rates assessed to the Company for services delivered to Customer. The Company may terminate the Agreement due to any breach by the Customer upon ten (10) days’ notice.

Customer understands and agrees that the Company has allocated and committed resources to provide the specified services for the entire term of the Agreement. As such, the Customer agrees that the entire price to be paid for the services over the term of the Agreement is fully earned and owed to the Company upon the execution of the Service Order. As such, while the Customer may terminate the Agreement upon sixty (60) days’ written notice, the full amount to be paid for the entire term of the Agreement shall be due and owning upon such termination, minus amounts previously paid (Termination Fee). The same Termination Fee shall be due and owing in the event the Company terminates the Agreement for cause. Additionally, Customer shall be liable for and pay all other termination costs and charges imposed by any third-party service provider pursuant to the Agreement and well as repayment of any discounts or other fees which were waived upon the execution of the Agreement.

Upon termination of the Agreement for any reason, Customer will immediately return to the Company all equipment and any other property or information (including, without limitation, Confidential Information) obtained by Customer in connection with the Agreement. If the Customer does not immediately return all such equipment and other property, then Customer will pay to the Company, promptly upon receipt of an invoice therefore, the value of such equipment and/or property. The Company may also invoice the Customer, and Customer will promptly pay all costs incurred by the Company in retrieving or attempting to retrieve such equipment and property. Customer will not be entitled to a refund or credit of any amounts paid with respect to the Services.

5.         Technical Standards of Performance for Communication Services. Facility and port performance will be measured using three parameters: availability, latency, and packet loss. Availability is a measure of the relative amount of time during which the service is available for use. The availability objective for all Services is to provide performance levels of 99.999% over a monthly billing period. Latency is measured as time required for a packet to travel round trip between network IP PoPs. Latency will average less than 55 msp for traffic within the Company’s network and 75 msp for traffic terminated on peered networks over a monthly billing period. Packet loss is measured as the percentage of 64-byte packets lost after 100 trials during a one-month billing period between the Company’s IP PoPs. Packet loss will be less than 0.5% for traffic within the Company’s network and peered networks. Customer acknowledges that the Company may need to perform routine maintenance to the network between the hours of 12:00 AM and 6:00 AM. Such maintenance is acknowledged to not be considered for overall measurement of standards of performance.

6.         Availability Credits. Customer acknowledges the possibility of an unscheduled, continuous and/or interrupted period of time when Services are “unavailable” (as defined in Technical Standards of Performance). In the event of unavailable services, Customer shall be entitled to a credit calculated as follows: Availability Credit = [(Hours of outage – 1 hour) X (Total Monthly Recurring Charge of affected Facility)] /720. The length of the unavailability shall be measured in hours and fractional portions thereof. An event shall be deemed to have commenced upon notification by Customer to the Company. Each event shall be deemed to terminate upon restoration of the affected Services as evidenced by appropriate network tests by the Company and the Company’s notification to Customer.

7.         Other Performance Credits. If the average network latency or packet loss performance falls below the stated levels within the calendar month, the Company shall provide a service credit as follows: Service Credit = Total Monthly Recurring Charge of affected Facility / 30.

The Company’s LTE/5G emergency failover service is intended to be used in the event of a primary network connection failure. The service has a data plan of 1GB per month at the contracted rates. The Company MRC is to be used only in the event of an emergency network failure. In the event that data plan overages are incurred due to an unreliable primary Internet circuit or the misuse of the LTE device, there may be additional costs for the data consumed above and beyond the 1GB plan. In the event that the emergency failover service exceeds the data plan for more than two (2) consecutive months, overages will be billed at the rate of $10 per 1GB used over the contracted 1GB plan rate. The Company will then re-evaluate the Agreement and reserves the right to terminate the service and contact the Customer to change the contract to a plan that aligns to the Customer’s monthly usage based on the previous two (2) months of 4G/5G usage.

The Company may, from time to time, perform maintenance that may affect the availability or functionality of all or part of the Services. When practical, the Company will provide reasonable notice in advance of any such maintenance materially affecting the Services. Any impact on the Services as a result of maintenance under this Section will not be deemed a breach of the Agreement by the Company and will not entitle Customer to any credits or refunds.

8.         Customer Responsibilities. In addition to Customer’s other responsibilities under the Agreement, Customer will: (i) take all reasonable actions requested by the Company to facilitate commencement of Service; (ii) provide the Company with adequate facilities to house and operate any equipment necessary for the Company to provide the Services; (iii) use the Company as its provider of local exchange services for the entire term of the Agreement; (iv) not be a call center; (v) not resell the Services to any third-party; (vi) be solely responsible for establishing and maintaining security measures (including, without limitation, codes, passwords or other features) necessary to restrict access to its computers, servers or other equipment through the Services; (vii) be solely responsible for all fraudulent or unauthorized use of the Services by persons accessing Customer’s facilities or premises or that otherwise occurs from the location indicated on the Service Order; and (viii) serve as the sole point of contact for communications to and from the Company with respect to the Services and Customer’s account (including, without limitation, all requests for moves, additions, deletions or changes to the Services). The Customer warrants and represents to the Company that a significant amount of its local traffic is carried on the Company service.

9.         Equipment. In connection with the Services, the Company may provide Customer with equipment to be located at the Customer’s premises. Such equipment will remain the sole property of the Company. Customer will take reasonable measures to protect such equipment and will fully compensate the Company for the value of any such equipment that is lost or damaged. Such reasonable measures include, without limitation, the provision of a secure, air-conditioned space to house, and sufficient electricity to run, such equipment. All such equipment provided to the Customer will be used solely for the provision of the Services by the Company. The Customer will comply with all instructions and requirements of the Company regarding the use of such equipment. A restocking fee of 25% of the fair market value will be charged for any equipment returned before the end of the contracted term.

10.       Disclaimer of Warranties. The Company provides the Services and related equipment “as is” without any warranty, express or implied. The Company disclaims all implied warranties, including, without limitation, warranties of merchantability and fitness for a particular purpose and any warranty arising out of usage of trade, course of dealing, or course of performance. Customer is solely responsible for the selection, use and suitability of the Services, and the Company has no liability therefor. The Company does not guarantee that the Services will be uninterrupted or error-free or that they will meet the Customer’s requirements or prevent unauthorized access.

11.       Sole Remedy; Liability Limitations. This Section describes the full extent of the Company’s responsibility for any claims or damages caused by the Services or related equipment or otherwise arising in connection with the Services or the Agreement and any termination or suspension thereof. The parties acknowledge that the limitations set forth in this Section are reasonable and are integral to the amount of Fees levied in connection with the Agreement and that, were the Company to assume any additional liability, such Fees would be substantially higher. Customer’s sole remedy, and the Company’s sole obligation, with respect to any loss, interruption, failure, defect, or error in the Services or equipment will be a credit of the pro rata charges paid by Customer for the applicable Service during the affected period. Notwithstanding the foregoing, the Company will not be liable, nor will any credit be given, for any loss, interruption, failure, defect, or error that is covered under this Section; is less than 24 hours; caused by the Customer or a third-party; or is due to equipment, systems or services provided by Customer or a third-party.

The Company does not exercise control over, and will not be liable for, the content, accuracy, or quality of information transmitted through its facilities. The Customer’s use of the Services or any information obtained therefrom is at its own risk. The Company is not liable for any damages for injuries, death or loss to persons or property incurred by any person as a result of any act or omission of the Company either in connection with developing, adopting, implementing, maintaining or operating any emergency “911” system or in the identification of the telephone number, address, name, location or other information of any person accessing or attempting to access an emergency “911” or similar system. The Company will also not be liable for errors or omissions in the Customer’s information listed in any published directory, and Customer is solely responsible for ensuring the accuracy of such information.

12.       E911 Capability. To receive Voice services, Customer acknowledges and agrees that any E911 calling capability associated with Service: (a) may not be available during an electrical power outage affecting the Service location; (b) will not be available if Customer’s broadband connection service has been disrupted and not restored; (c) will not be available if Service has been discontinued for any reason, including Customer non-payment; (d) may not be available or may be routed to emergency personnel unable to respond at locations other than the location for which a Service address has been furnished to the Company; € may not be available or may be routed to emergency personnel unable to respond, if Customer has disabled or damaged the Company-provided Interactive Access Device or removed it to a location other than one for which a Service address has been provided to the Company; or (f) may be delayed or unavailable due to network congestion or other problems affecting the network. Customers are encouraged to acquire and maintain alternative means of accessing E911 service and to inform their authorized users of emergency calling alternatives available to them.

The Company will not be liable to the Customer for any indirect, incidental, consequential, punitive, or special damages, or damages relating to loss of data, profit, revenue, or business, whether such damages are suffered by Customer, its assignee, or other transferee. This provision applies even if the Company is informed in advance of the possibility of such damage.

The foregoing limitations of liability apply whether the action in which recovery is sought (a) is based on contract or tort (including, without limitation, negligence, or strict liability), or (b) under a statute, rule or otherwise.

13.       Indemnity. Customer will indemnify, defend and hold harmless the Company, its affiliates, and the officers, directors, employees, agents, successors, and assigns of it and its affiliates (each an “Indemnified Party”) against all losses, claims, damages, liabilities, penalties, actions, proceedings and/or judgments, including actual attorney fees and costs (collectively “Losses”) that arise out of, or relate to, this Agreement and the Customer’s use of the Services or any the Company’s equipment located at Customer’s premises.

14.       Force Majeure. The Company will not be liable or in breach under the Agreement for any delay, failure to perform, or equipment damage, loss, destruction or malfunction, or any consequence thereof, caused by any cause beyond its reasonable control, including, without limitation, fire; earthquake; flood; weather; acts of God; labor disputes; utility curtailments; power failures; cable cuts; failure caused by telecommunications or other Internet provider(s); worms, Trojan horses, viruses or other destructive code or software; explosions; civil disturbances; terrorism; vandalism; governmental actions or shortages of equipment or supplies.

15.       Confidentiality. “Confidential Information” is information, in any form, of or about the Company, its Services, customers, or contractors, which is not generally known by, or readily available to, the public. Customer may use Confidential Information solely for its internal purposes and will only disclose such information internally on a need-to-know basis. Customer will use reasonable best efforts to protect Confidential Information from unauthorized use or disclosure. The Company may seek equitable relief (and any other remedies) to enforce its rights regarding Confidential Information.

For Confidential Information that is a trade secret under applicable law, Customer’s obligations under this Section will continue for the longer of three (3) years after termination of the Agreement or until such information is no longer a trade secret under applicable law, and for all other Confidential Information, Customer’s obligations will continue for three (3) years after termination of the Agreement. The Company will protect the confidentiality of Customer’s proprietary information in accordance with the Company’s privacy policy posted on the Internet at

16.       Publicity. Neither party will use the other’s name, logo, product names or trade or service marks, or refer to the other directly or indirectly in any advertising, sales presentation, news release, release to any professional or trade publication or for any other purpose without the other’s prior written approval.

17.       Non-Solicitation. During the term of this Agreement, and for a one-year period thereafter, neither party will solicit for employment any employees of the other party who, within six (6) months prior to such solicitation, directly performed work under this Agreement, had substantial contact with the hiring party in relation to this Agreement, or the hiring party became aware of due to this Agreement. The parties acknowledge and agree that a breach of this non-solicitation obligation will give rise to cause of action to recover direct damages from the breaching party.

18.       Mutual Indemnity. Each party will indemnify, defend, and hold harmless the other party from all claims, liabilities, or expenses for physical damage to real property or tangible personal property and bodily injury, including death, to the extent caused by the gross negligence or willful misconduct of the indemnifying party’s employees or contractors. The foregoing indemnities are contingent upon the party seeking indemnity giving prompt written notice to the indemnifying party of any claim, demand, or action and cooperating with the indemnifying party in the defense or settlement of any such claim, demand, or action.

19.       Accounting Practice Limitations. The Company does not teach accounting or accounting principles. It is recommended that the person(s) who will be operating your accounting software be familiar with the basics of bookkeeping at a minimum. If these persons do not have bookkeeping experience, we recommend that they attend a beginning accounting course at a local university or technical school before operating the software. The Company does not issue opinions on accounting principles. Contact your CPA should you have any questions concerning these matters.

20.       Amendment. The Agreement may only be amended by a written document signed by the Customer and a Company corporate officer at a level of Vice President or above.

21.       Assignment. Customer will not, without the Company’s prior written consent (which will not be unreasonably withheld or delayed), assign, delegate, or subcontract the Agreement or any of its rights or obligations hereunder. If Customer does any of the foregoing or undertakes or suffers a change in control (whether by sale of stock or assets, reorganization, merger, or otherwise) without the Company’s prior written consent, then the Company may immediately terminate the Agreement and invoice Customer, and Customer will immediately thereafter pay, the full balance of Fees for the remaining term of the Agreement.

22.       Waiver. A waiver by either party of a breach or non-compliance with any provision of the Agreement will not be construed as a waiver of any subsequent breach or non-compliance. Any waiver by a party must be in writing and signed by such party.

23.       Governing Law. The laws of the State of Michigan, without regard to conflict of laws principles, shall apply to this Agreement. Any action filed to enforce any rights under this Agreement shall be commenced in Oakland County, Michigan, or the Federal Court for the Eastern District of Michigan.

24.       Future Actions. The parties acknowledge that some rights and obligations under the Agreement may be affected by future rules, regulations, orders, treaties, or other laws promulgated, enacted, or entered into by international, federal, state, or local legislatures, agencies, governments, or other regulatory bodies (together “Actions”). If any such Actions adversely affect the Company’s rights or obligations under the Agreement, then the Company may, upon thirty (30) days’ notice to Customer, require that the parties renegotiate in good faith the terms of the Agreement to address the effect of such Actions. In the absence of an agreed change to the Agreement, the Company may terminate the Agreement upon seven (7) days’ additional notice.

25.       Severability. If any provision of the Agreement is declared invalid, then the other provisions will remain in effect, and the parties will work in good faith to agree to a replacement provision that has the same or similar intent as the original provision. Absent an agreement on a replacement provision, a court of competent jurisdiction may reformate the Agreement to the extent necessary to approximate the intent of the offending provision.

26.       Third Party Beneficiary. The Agreement inures solely to the benefit of the Company and Customer and their respective assigns. There are no intended, indirect, or direct third-party beneficiaries of this Agreement.

27.       Notices. Except as otherwise set forth herein, all notices under the Agreement must be in writing and received at: Grid4 Communications, Attn: Notices Manager, 2107 Crooks Rd. Troy, MI. 48084.

End of Document