These Terms and Conditions shall govern all Service Quotes (hereinafter the “Service(s)”), Addendum(s) to Service Quotes and any other contracts or agreements entered into between RedWave Technology Group, LLC, and its Customers.

1. DEFINITIONS

Service(s) means provisioning and use of voices services, internet access (including Shared Bandwidth and Dedicated lines), domestic, international and toll-free termination and origination, conferencing, hosting, server collocation, cloud data backups, hardware sales, software sales, website design services, and all other related customer support services.

1.1 “Software” means any computer programs or code, software applications, and any other software provided by RedWave Technology Group, LLC to Customer pursuant to this Agreement.

2. SERVICES AND EQUIPMENT

2.1 RedWave Technology Group, LLC Services. RedWave Technology Group, LLC shall provide the Services to Customer on the terms and conditions set forth in this Agreement. RedWave Technology Group, LLC’s obligations under this Agreement are expressly conditioned upon Customer’s landlord granting RedWave Technology Group, LLC or its designated agents, contractors or representatives access to the building phone room and roof areas as necessary in RedWave Technology Group, LLC’s judgment to deliver the Services and to install and maintain equipment.

2.2 Required Equipment. Customer understands and agrees that the Service requires certain equipment provided by Customer such as a sip aware access device, personal computer, an Ethernet card and an appropriate operating system (the “Customer Equipment”), as well as certain equipment provided by RedWave Technology Group, LLC such as the Software, an edge access device, an IP phone or SIP gateway (the “RedWave Technology Group, LLC Equipment”). Customer represents that it owns the Customer Equipment or otherwise has the right to use such equipment in connection with the Service.

2.3 Access to Customer’s Premises. Customer authorizes RedWave Technology Group, LLC and its employees, agents, contractors, and representatives to enter Customer’s premises (the “Premises”) to install, maintain, inspect, alter, repair and remove the RedWave Technology Group, LLC Equipment. All such services shall be conducted at a time agreed to with Customer. If Customer is not the owner of the Premises, upon RedWave Technology Group, LLC’s request Customer shall supply RedWave Technology Group, LLC with the owner’s name and address, evidence that the Customer is authorized to grant access to the Premises on the owner’s behalf, and (if needed) written consent from the owner of the Premises. Customer also grants its consent to RedWave Technology Group, LLC to contact such owner for the purpose of entering into one or more Right of Access and/or Site Lease(s). If Customer does not provide access as provided herein, RedWave Technology Group, LLC shall, at its option, a) declare the full amount for the entire term due and payable immediately, or b) elect to terminate this agreement.

2.4 Ownership of Equipment. All RedWave Technology Group, LLC Equipment and Software shall at all times remain the property of RedWave Technology Group, LLC or its designee. Customer may not sell, transfer, lease, encumber or assign all or part of the RedWave Technology Group, LLC or Software, nor shall Customer relocate the RedWave Technology Group, LLC Equipment outside the Premises. Customer shall pay to RedWave Technology Group, LLC the full manufacturer’s suggested retail price for the replacement of any lost, stolen, unreturned, damaged, sold, transferred, leased, encumbered or assigned RedWave Technology Group, LLC Equipment or part thereof, together with any incidental costs incurred by RedWave Technology Group, LLC relating to the replacement of the RedWave Technology Group, LLC Equipment. Customer hereby authorizes RedWave Technology Group, LLC to charge Customer’s Visa, MasterCard, or other credit card for any such charges. RedWave Technology Group, LLC may, at its option, install new or reconditioned RedWave Technology Group, LLC Equipment.

2.5 Back-up Requirements. The installation, use, inspection, alteration, maintenance, repair or removal of the RedWave Technology Group, LLC Equipment and software may result in service outage or potential damage to Customer’s Equipment. If Customer does not back-up all existing computer files by copying them to another storage medium prior to such activities, Customer understands and accepts the associated risks of not making such a backup. IN ANY EVENT, RedWave Technology Group, LLC SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF THE CUSTOMER’S EQUIPMENT, PERIPHERALS, SOFTWARE OR DATA.

2.6 Non-recommended Configuration. RedWave Technology Group, LLC has informed Customer of the recommended minimum computer hardware requirements, if any, (the “Minimum Requirements”) for efficiently operating the Service. If Customer allows the installation of the Service utilizing software/hardware that does not meet the Minimum Requirements (a “Non-recommended Configuration”), Customer agrees that (i) Customer shall not be entitled to Customer support relating to any issues other than the quality of the signal delivered to Customer’s IP phone or SIP gateway, and (ii) the following limitations of liability shall apply: RedWave Technology Group, LLC DOES NOT REPRESENT OR WARRANT THAT A NON-RECOMMENDED CONFIGURATION WILL ENABLE CUSTOMER TO SUCCESSFULLY ACCESS, OPERATE OR USE THE SERVICE, NOT THAT ANY SUCH INSTALLATION WILL NOT CAUSE DAMAGE TO THE CUSTOMER’S EQUIPMENT, PERIPHERALS, SOFTWARE OR DATA. REDWAVE TECHNOLOGY GROUP, LLC DOES NOT ASSUME ANY LIABILITY WHATSOEVER FOR ANY DAMAGE OR FAILURE TO INSTALL, ACCESS OR USE THE SERVICE. The foregoing limitation of liability is in addition to and shall not limit any other limitation of liability set forth in this Agreement.

3. INSTALLATION AND SOFTWARE LICENSES

3.1 Installation Process. RedWave Technology Group, LLC and or its agents may from time to time, supply RedWave Technology Group, LLC hardware/software to be installed within the customer premise as requested to deliver the service. Costs associated with the installation of services by RedWave Technology Group, LLC and or its agents to be defined within the Services Quote or additional quotes or addendums agreed to by the parties. Customer may choose to self-install the software, hardware, and services at customer’s own risk and expense. RedWave Technology Group, LLC Technical and Trouble Support for customer self-installed services will be charged at the current prevailing wage for those services.

3.2 File Modification. As part of the installation process, system files on Customer’s computer may be modified. RedWave Technology Group, LLC does not represent, warrant or covenant that such modifications will not disrupt the normal operations of Customer’s computer. For these and other reasons, RedWave Technology Group, LLC recommends, and Customer agrees, that Customer will back-up all files in accordance with Section 2.5 above prior to installation of the Service. If Customer does not back-up all existing computer files, Customer understands and accepts the associated risks of not doing so. RedWave Technology Group, LLC SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE RESULTING FROM THE ABOVE OR OTHER FILE MODIFICATIONS.

3.3 Software.

3.3.1 Non-exclusive License. If Software is provided by RedWave Technology Group, LLC, RedWave Technology Group, LLC grants to Customer a limited, non-exclusive license to use the Software, in object code form only, solely for the purpose of connecting Customer’s computer(s) or sip aware device to the Service. This license will permit such use by Customer and any person authorized by Customer to use the Service, provided that Customer shall be responsible for all uses of the Service as provided in this Agreement. This license will commence upon RedWave Technology Group, LLC’s acceptance of Customer’s subscription for the Service and will terminate immediately upon the expiration or termination of this Agreement for any reason. Customer will destroy all Software and any related written material, together with any copies, promptly upon the expiration or termination of this Agreement for any reason.

3.3.2 Copies. Customer may make a single copy of the Software solely for back-up purposes, provided that such copy contains the same copyright notices and proprietary markings as the original Software. Customer cannot engage in, nor permit, any other copying, or any translation, reverse engineering or reverse compiling, disassembly or modification of or preparation of any derivative works based on the Software, all of which are prohibited.

3.3.3 End User Licenses. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any software or plug-ins to such software distributed in connection with the Service. All end-user licenses shall immediately terminate on the date that the Service expires or is otherwise terminated.

4. PAYMENT

4.1 Fixed Monthly Service Fees. The cost for Services requiring a fixed monthly fee shall be as stated in the Service Quote and shall be payable monthly, in advance, plus all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Fixed Service Fee(s)”). The Fixed Service Fee for the first month of Service shall be due and payable prior to installation of Service and if commencement of Service occurs on other than the first calendar day of the month then the Fixed Service Fee will be prorated by the number of calendar days remaining in the month. Thereafter, the Fixed Service Fee is due and payable in advance on the first day of each month and shall be considered late if not received by RedWave Technology Group, LLC by the tenth calendar day of each month.

4.2 Variable Monthly Usage Fees. The cost for Services based on the usage by Customer and other variable factors shall be computed at the rates stated in the Service Quote and shall be payable monthly, using a cut-off date selected by RedWave Technology Group, LLC, in arrears, plus all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Usage Fee(s)”). The rates for voice services set forth in the Service Quote shall be valid for the initial term, provided, however, all rates for international services are subject to change at any time by RedWave Technology Group, LLC without prior written notice. RedWave Technology Group, LLC may, at its discretion, choose to adjust the rates for voice services to include the cost, if any, of tariffs, taxes or assessments as imposed upon RedWave Technology Group, LLC by any governmental agency. All Usage Fees are due and payable on the first day of the month billed and shall be considered late if not received by RedWave Technology Group, LLC by the tenth calendar day of such month. All rate changes become effective immediately and are posted on the RedWave Technology Group, LLC website located at www.redwaveit.com.

4.3 Installation Charge and Security Deposit. Charges for any hardware, software, installation, etc., shall be as stated in the Service Quote as a Non-Recurring Charges “NRC” and shall be due and payable upon ordering the service. An equipment deposit for RedWave Technology Group, LLC Equipment to be used as rental equipment within the Customer Premises shall be as stated in the Service Quote and shall be due prior to installation and shall be refunded to Customer upon termination of service, provided said RedWave Technology Group, LLC Equipment is returned in good working condition and in its original packaging.

4.4 Agreement to Pay. Monthly payments and any other amounts due to RedWave Technology Group, LLC may be charged to Customer’s Visa, MasterCard, American Express or other credit card, and/or electronically debited to Customer’s bank account, at Customer’s option. The customer agrees to pay all monthly Service Fees, Usage Fees, Installation Charges, NRC’s and Equipment Deposits. Customer hereby authorizes RedWave Technology Group, LLC to charge Customer’s Visa, MasterCard or other credit card and/or to electronically debit Customer’s bank account for all such fees, charges, taxes, and payment transaction processing costs. RedWave Technology Group, LLC reserves the right to change the acceptable forms of payment at its discretion.

4.5 Late Payments/Failure to Pay. If any payment due to RedWave Technology Group, LLC is not received within 10 days of due date, an administrative charge of 5% of the amount due may be assessed and the Service may be discontinued. If the Service is discontinued, Customer will be required to pay a reconnect fee of $150.00 in addition to all past due amounts before the Service is reconnected. The administrative charge is intended to be a reasonable advance estimate of RedWave Technology Group, LLC’s costs resulting from Customer’ late payments and non-payments, and is set in advance due to the difficulty inherent in determining the costs associated with any particular late payment or non-payment. RedWave Technology Group, LLC does not anticipate that Customer will fail to make payments on a timely basis. RedWave Technology Group, LLC does not extend credit to its Customer, and the administrative charge is not interest, a credit service charge nor a finance charge. In the event RedWave Technology Group, LLC, at its sole discretion, elects to use the services of a third-party collection agency, the costs of such third-party collection agent shall be paid by the Customer.

4.7 Price Changes. RedWave Technology Group, LLC has the right to change its Service Fee at any time and upon 30 days advance notice unless otherwise stated in the Service Quote.

4.8 Additional Charges. The Service may allow Customer to access the Internet, on-line services and other information. Customer acknowledges that Customer may incur charges while using the Service in addition to those billed by RedWave Technology Group, LLC. For example, Customer may incur charges as a result of accessing certain on-line services or purchasing or subscribing to certain other offerings. Customer agrees that all such charges, including all applicable taxes, are the sole responsibility of Customer.

4.9 Credit Inquiries. Customer authorizes RedWave Technology Group, LLC to make inquiries and to receive information about Customer’ credit experience from others, enter this information in Customer’s file, and disclose such information concerning Customer to appropriate third parties for reasonable business purposes. RedWave Technology Group, LLC reserves the right, in its sole discretion, to refuse to provide Service based upon lack of creditworthiness, or in the alternative to require a security deposit that will be returned to Customer, without interest thereon, upon the expiration or termination of Services assuming all amounts due RedWave Technology Group, LLC have been paid in full. RedWave Technology Group, LLC shall have the right to offset against the security deposit, in part or in full, for any amounts due RedWave Technology Group, LLC.

4.10 Prepayment Option. Customers may prepay any Fixed Monthly Service Fees for 12 months and receive a discount of 5%. The amount due shall be the then-current monthly fee multiplied by twelve multiplied by 95%. Upon early termination, the refund due shall be prorated using the calculation set forth in Section 7.1 and the monthly rate upon which the prepayment was calculated.

5. CUSTOMER CONDUCT

5.1 Prohibited Uses. Customer shall not use the Service or the RedWave Technology Group, LLC Equipment, directly or indirectly;

5.1.1 for any unlawful purposes; use of the Service for transmission or storage of any information, data or material in violation of any United States federal, state or local regulation or law is prohibited, such limitation shall include, without limitation, posting or disseminating content which is obscene, unlawful, threatening, defamatory, or infringes upon the intellectual property rights of any third party;

5.1.2 to post, transmit or disseminate objectionable information, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law or regulation;

5.1.3 to access any other person’s computer, software or data without the knowledge and consent of such person;

5.1.4 to upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way, information, software or other material obtained through the Service which is protected by copyright or other proprietary rights without obtaining permission from the owner(s);

5.1.5 to copy, distribute, or sub-license any software provided by RedWave Technology Group, LLC, except that Customer may make one copy of each software program for back-up purposes only;

5.1.6 to service, alter, modify or tamper with the RedWave Technology Group, LLC Equipment or Service or permit any other person to do the same unless such person is authorized by RedWave Technology Group, LLC to do so;

5.1.7 to restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the Service, including, without limitation, posting or transmitting any information or software which contains a virus or other harmful feature, or generating levels of traffic sufficient to impede others’ ability to send or retrieve information;

5.1.8 to knowingly disrupt the Service;

5.1.9 to resell the Service or otherwise charge others to use the Service; the Service is for personal use only and Customer agrees not to use the Service for operation as an Internet service provider or for any other business enterprise in competition with the Service;

5.1.10 to connect the SIP gateway to any computer outside of Customer’s Premises;

5.1.11 to allow or provide access to adult content material to anyone under the age of 18 years;

5.1.12 Fair Usage Policy. Calls to landlines and mobile devices are included in your subscription and subject to a fair usage limit of 1,000 minutes per subscriber line (sip trunk) per month. Upon exceeding the fair usage limit, RedWave Technology Group, LLC reserves the right to charge a rate of $0.025 per minute for any overages. In the case of US only bundled trunking services, rates (outside the U.S. and Canada) are charged at the current international rates listed at www.RedWave Technology Group, LLC.com as applicable.

RedWave Technology Group, LLC reserves the right to change this fair usage policy at any time. Your continued use of your subscription after the expiry of the 30-day period shall constitute your acceptance to be bound by the terms and conditions of the RedWave Technology Group, LLC fair usage policy.

5.1.13 Call Flooding. To protect the integrity if its network, RedWave Technology Group, LLC may in its reasonable discretion, and without liability for damages of any type to Customer, its affiliates or End Users, temporarily block duplicate or repeated numbers dialed in succession, where RedWave Technology Group, LLC considers the number of attempts to be potentially harmful to the network.

5.2 Termination. RedWave Technology Group, LLC reserves the right to immediately terminate this Agreement and the Service if Customer engages in any of the activities listed in Section 5.1 above or if Customer uses the Service or RedWave Technology Group, LLC Equipment contrary to any other RedWave Technology Group, LLC policy. Copies of such policies may be posted online at www.RedWave Technology Group, LLC.com. This Section 5.2 shall in no way limit RedWave Technology Group, LLC’s rights of termination pursuant to Section 7.2 of this Agreement.

Customer agrees to indemnify, defend and hold harmless RedWave Technology Group, LLC against all claims and expenses (including reasonable attorneys’ fees) resulting from Customer’s use of the Services, including, without limitation, the activities listed in Section 5.1 above, or from any other violation of RedWave Technology Group, LLC policies by Customer. This provision shall survive the expiration or other termination of this Agreement.

6. SERVICE INTERRUPTIONS

6.1 Prorated Credit. Except as otherwise required by law, Customer is entitled to a prorated credit upon request only in the event of a complete failure of the Service due to technical malfunction of the system or network operated by RedWave Technology Group, LLC for a period of twenty-four (24) consecutive hours or more. To obtain a credit, Customer must request a credit in writing to RedWave Technology Group, LLC within thirty (30) days of the failure. Credits shall be applied against future fees payable by Customer for the Service.

6.2 Force Majeure. RedWave Technology Group, LLC shall have no liability, including as set forth in this Section, for interruption of the Service due to circumstances beyond RedWave Technology Group, LLC’s control, including, without limitation, acts of God, flood, natural disaster, regulation or governmental acts, fire, civil disturbances, strike or weather.

7. AUTOMATIC RENEWAL AND TERMINATION

7.1 Termination by Customer. The Terms of this Agreement shall be as stated in the Services Quote beginning on the date of Installation and shall automatically renew for a period equal to the initial term on each anniversary unless written notice of cancellation is received by RedWave Technology Group, LLC sixty (60) days prior to the end of each Term For all other Services billed by a Fixed Service Fee, Customer may only terminate prior to the end of the Term stated in the Services Quote by giving written notice to RedWave Technology Group, LLC and by payment of a Fixed Service Fee Termination Amount equal to the number of months remaining in the Term times the amount of the monthly Fixed Service Fee (“Fixed Service Fee Termination Amount”). For Services billed pursuant to Usage Fees Customer may only terminate prior to the end of the Term stated in the Service Quote by giving written notice to RedWave Technology Group, LLC and by payment of a Usage Fee Termination Amount equal to the number of months remaining in the Term times the average of the prior three (or if less than three months have elapsed, using the actual number of months elapsed) month’s Usage Fees (“Usage Fee Termination Amount”). All such types of Termination Fees described herein shall collectively or individually be known as Termination Fee(s). ANY TERMINATION NOTICE RECEIVED BY RedWave Technology Group, LLC WHICH IS NOT ACCOMPANIED BY THE PAYMENT OF THE APPLICABLE TERMINATION FEE SHALL BE NULL AND VOID;

7.2 Termination by RedWave Technology Group, LLC. RedWave Technology Group, LLC may terminate this Agreement immediately should Customer violate any of the terms of this Agreement. RedWave Technology Group, LLC may also terminate this Agreement for any other reason by providing Customer with written notice of such termination no later than thirty (30) days before the date of termination. In the event that RedWave Technology Group, LLC terminates this Agreement for any reason other than Customer’s violation of the provisions of Section 5.1, Service Fees and other charges will continue to accrue through the date of termination, but all prepaid Service Fees and charges for canceled Service will be refunded. If termination is due to violation of the provisions of Section 5.1, the termination amount will be equal to the number of months remaining in the Term times the amount of the monthly Fixed Service Fee;

7.3 Customer Obligations. Customer agrees that upon termination of this Agreement;

7.3.1 Customer will pay RedWave Technology Group, LLC in full for Customer’s use of the Service and RedWave Technology Group, LLC Equipment up to the later of (i) the effective date of termination of this Agreement or (ii) the date on which the Service and the RedWave Technology Group, LLC Equipment have been disconnected and returned to RedWave Technology Group, LLC. Customer agrees to pay RedWave Technology Group, LLC on a prorated basis for any use by Customer of the Service or RedWave Technology Group, LLC for a part of a month;

7.3.2 Customer will permit RedWave Technology Group, LLC, its employees, agents, contractors, and representatives to access Customer’s Premises during regular business hours to remove the RedWave Technology Group, LLC Equipment and other materials furnished by RedWave Technology Group, LLC;

7.3.4 Customer will ensure the return of all RedWave Technology Group, LLC Equipment to RedWave Technology Group, LLC. Customer will return or destroy all copies of any software provided to Customer pursuant to this Agreement. If the RedWave Technology Group, LLC Equipment is not returned, Customer agrees to pay the charges referred to in Section 2.4 above and RedWave Technology Group, LLC shall have the right to charge such amounts to Customer’s Visa, MasterCard or other credit card, or to electronically debit Customer’s bank account;

7.3.5 Customer, upon request by RedWave Technology Group, LLC made not more frequently than monthly, shall provide information regarding the number of desktop and/or portable computers connected to the RedWave Technology Group, LLC Service during any month.

7.4 Retention of Rights. Nothing contained in this Agreement shall be construed to limit RedWave Technology Group, LLC’s rights and remedies available at law or in equity. Customer, upon request by RedWave Technology Group, LLC, shall provide information in a timely fashion regarding the brand/model of phone system(s), the number of desktop, portable or mobile devices and/or applications (apps) connected to the RedWave Technology Group, LLC Service. RedWave Technology Group, LLC reserves the right to delete all data, files, electronic messages or other information any reason arising out of or related in any way to the use of the Service and/or RedWave Technology Group, LLC Equipment by Customer or otherwise arising out of the use of Customer’s computer.

7.5 Survival. The terms set forth in Sections 2,3, and 4 shall survive the termination of this Agreement.

8. CONTENT

There may be some content on the Internet or otherwise available through the Service which may be offensive to some individuals or which may not be in compliance with all local, state, or federal laws, regulations, and other rules. RedWave Technology Group, LLC assumes no responsibility for the content contained on the Internet or otherwise available through the Service. All content accessed by the Customer through the Service is access and used by the Customer at Customer’s own risk and RedWave Technology Group, LLC and each of its representatives, affiliates, subcontractors, employees, and agents, shall have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings arising out of or otherwise relating to access to such content by the Customer or the Customer’s employees, affiliates, agents, or representatives. RedWave Technology Group, LLC specifically disclaims any responsibility for the accuracy, quality, and confidentiality of information obtained through the Service.

9. USERS

Customer acknowledges that Customer is executing this Agreement on behalf of all persons who use the Service and/or RedWave Technology Group, LLC Equipment through Customer’s computer(s), phone systems, PBXs, and other telecommunications equipment. 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 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 the RedWave Technology Group, LLC Equipment by Customer or any other user of Customer’s computer(s), phone systems, PBXs, and other telecommunications equipment. Customer agrees to indemnify, defend and hold harmless RedWave Technology Group, LLC against all claims and expenses (including reasonable attorneys’ fees) arising out of the use of the Service and/or RedWave Technology Group, LLC Equipment by any other user of Customer’s computer(s), phone systems, PBXs and other telecommunications equipment.

10. LIABILITY

10.1 Exclusions. UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR OTHERWISE PROHIBITED BY LAW, NEITHER REDWAVE TECHNOLOGY GROUP, LLC, IT’S OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR ANY OWNER OR MANAGER OF THE BUILDING OR LAND IN WHICH CUSTOMER’S PREMISES IS LOCATED SHALL HAVE ANY LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR:

10.1.1 ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, THE USE OF THE SERVICE BY CUSTOMER OR ANY OTHER USE OF THE REDWAVE TECHNOLOGY GROUP, LLC EQUIPMENT OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE RESULTING FROM OR ARISING OUT OF CUSTOMER’S RELIANCE ON OR USE OF THE SERVICE OR REDWAVE TECHNOLOGY GROUP, LLC EQUIPMENT OR SOFTWARE, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION OR ANY FAILURE OF PERFORMANCE OF THE SERVICE OR REDWAVE TECHNOLOGY GROUP, LLC EQUIPMENT OR SOFTWARE; OR

10.1.2 ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING LEGAL FEES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE REDWAVE TECHNOLOGY GROUP, LLC EQUIPMENT OR SOFTWARE, OR SERVICE OR A THIRD PARTY INFRINGES UPON THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.

10.2 Application. The liability limitations set forth in this Section 10 apply to the acts, omissions and negligence of RedWave Technology Group, LLC (and its officers, directors, employees, agents, contractors and representatives) which, but for this provision, would give rise to a cause of action in contract, tort or any other legal doctrine. However, the liability limitations set forth in this Section 10 shall apply to liability for personal injury or death only to the extent applicable law does not prohibit such limitation.

10.3 No Third Parties. No third-party owner or manager of Customer’s building or land is a party to this Agreement. Thus, no such owner or manager shall be responsible for, nor shall be liable for, the quality of the Service or RedWave Technology Group, LLC Equipment.

10.4 Sole Remedies. Customer’s sole and exclusive remedies under this Agreement are as set forth in this Agreement.

11. E911

The Federal Communications Commission (“FCC”) requires that RedWave Technology Group, LLC provide E911 Service to all customers who use RedWave Technology Group, LLC Services within the United States.

11.1 CUSTOMER ACKNOWLEDGES THAT REDWAVE TECHNOLOGY GROUP, LLC EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL LANDLINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 10 AND CUSTOMER HEREBY AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICES, WHO MAY PLACE CALLS USING CUSTOMER’S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. CUSTOMER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT REDWAVE TECHNOLOGY GROUP, LLC HAS ADVISED CUSTOMER OF THE CIRCUMSTANCES UNDER WHICH REDWAVE TECHNOLOGY GROUP, LLC E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. REDWAVE TECHNOLOGY GROUP, LLC ADVISES CUSTOMER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.

11.2 CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.

11.3 CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION PROPERLY IF THERE IS AN INTERRUPTION OR A LACK OF BANDWIDTH OF CUSTOMER’S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.

11.4 CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUT DIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. CUSTOMER HEREBY WAIVES ALL CLAIMS AGAINST REDWAVE TECHNOLOGY GROUP, LLC FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.

11.5 REDWAVE TECHNOLOGY GROUP, LLC E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND FAX AND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON INTERNATIONAL NUMBERS, TOLL-FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. CUSTOMERS WHO SUBSCRIBE TO REDWAVE TECHNOLOGY GROUP, LLC E911 SERVICE WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT (ATA or IP PHONE) WITH REDWAVE TECHNOLOGY GROUP, LLC, EITHER ON THE REDWAVE TECHNOLOGY GROUP, LLC USER PORTAL, INITIAL ORDER FORMS OR BY CALLING CUSTOMER SERVICE, AND AGREE TO UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. CUSTOMER ACKNOWLEDGES THAT REDWAVE TECHNOLOGY GROUP, LLC’s ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY REDWAVE TECHNOLOGY GROUP, LLC WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO REDWAVE TECHNOLOGY GROUP, LLC BY CUSTOMER.

11.6 CUSTOMER ALSO ACKNOWLEDGES THAT REDWAVE TECHNOLOGY GROUP, LLC E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE REDWAVE TECHNOLOGY GROUP, LLC’s E911 SERVICES UNSUITABLE FOR SOME CUSTOMERS. BECAUSE EACH CUSTOMER’S CIRCUMSTANCES MAY VARY WIDELY, CUSTOMERS SHOULD CAREFULLY EVALUATE THEIR OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON REDWAVE TECHNOLOGY GROUP, LLC E911 SERVICE. CUSTOMER ACKNOWLEDGES THAT IT IS CUSTOMER’S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET CUSTOMER’S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH REDWAVE TECHNOLOGY GROUP, LLC E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:

** REDWAVE TECHNOLOGY GROUP, LLC’s E911 SERVICE WILL NOT FUNCTION IF CUSTOMER’S ATA or IP PHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF CUSTOMER’S REDWAVE TECHNOLOGY GROUP, LLC SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS A POWER OUTAGE, CUSTOMER MAY BE REQUIRED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE BEING ABLE TO USE THE REDWAVE TECHNOLOGY GROUP, LLC SERVICE, INCLUDING FOR E911 PURPOSES.

** AFTER INITIAL ACTIVATION OF THE E911 SERVICE AND FOLLOWING ANY CHANGE OF AND UPDATE TO CUSTOMER’S PHYSICAL LOCATION, THERE MAY BE SOME DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY POPULATED INTO REDWAVE TECHNOLOGY GROUP, LLC’s NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION, BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE.

** THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING REDWAVE TECHNOLOGY GROUP, LLC E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE REDWAVE TECHNOLOGY GROUP, LLC E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE REDWAVE TECHNOLOGY GROUP, LLC NETWORK, THERE IS A POSSIBILITY THAT A REDWAVE TECHNOLOGY GROUP, LLC E911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, LEGACY, CIRCUIT-SWITCHED TELEPHONE NETWORKS.

** IF A CUSTOMER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE REDWAVE TECHNOLOGY GROUP, LLC EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE SERVICE, REDWAVE TECHNOLOGY GROUP, LLC E911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT LOCAL EMERGENCY OPERATOR.

11.7 CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT REDWAVE TECHNOLOGY GROUP, LLC WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING REDWAVE TECHNOLOGY GROUP, LLC OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS REDWAVE TECHNOLOGY GROUP, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.

12. INDEMNIFICATION

Indemnification Obligation. Customer shall defend (with counsel reasonably acceptable to RedWave Technology Group, LLC), indemnify and hold harmless RedWave Technology Group, LLC and RedWave Technology Group, LLC’s officers, directors, employees, agents, contractors, and representatives from and against any and all claims and expenses, including reasonable attorneys’ fees).

13. PRIVACY POLICY

Customer agrees that RedWave Technology Group, LLC and/or its agents may, from time to time, collect information regarding Customer’s use of the Service and activities on the Internet. Customer agrees that such information may be shared with third parties provided that (i) RedWave Technology Group, LLC does not disclose any personally identifiable information to others except, as allowed by law and (ii) otherwise complies with applicable privacy laws. Customer expressly grants RedWave Technology Group, LLC the right to disclose information relating to Customer and/or Customer’s account in response to a subpoena issued in a civil or criminal investigation, litigation, court order or a civil investigation by a governmental entity.

14. FRAUDULENT CALLS

In the event Customer connects the Services to the public switched network, Customer is solely responsible for selection, implementation, and maintenance of security features for protection against unauthorized calling, and RedWave Technology Group, LLC shall have no liability therefore. Customer is solely responsible for payment of long-distance, toll and other telecommunications charges incurred through use of the Services being provided hereunder. Customer shall indemnify and hold RedWave Technology Group, LLC harmless from all costs, expenses, claims or actions arising from fraudulent calls of any nature carried by means of the Services. Customer shall not be excused from paying RedWave Technology Group, LLC for Services provided to Customer or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event RedWave Technology Group, LLC discovers fraudulent calls being made, nothing contained herein shall prohibit RedWave Technology Group, LLC from taking immediate action, without notice to Customer that is reasonably necessary to prevent such calls from taking place. Notwithstanding, it is understood that RedWave Technology Group, LLC is under no obligation to investigate the authenticity of calls charged to Customer’s account and shall not be liable for any fraudulent calls processed by RedWave Technology Group, LLC and billed to Customer’s account.

15. NOTICES

15.1 Controlling Law; Venue. The validity, performance, and interpretation of this Agreement will be governed and construed in accordance with the laws of the United States and the <Reseller State>, without regard to its conflicts of law provisions. The parties will voluntarily appear before and hereby consent and submit to the exclusive jurisdiction of the state and federal courts located in <Reseller City & State>. If any dispute, litigation, or other action arises between the parties with respect to the matters covered by this Agreement, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out of pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

15.2 Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally, (ii) by commercially established courier service upon delivery or, if the courier attempted delivery on a normal business day and delivery was not accepted, upon attempted delivery, (iii) by facsimile transmission when confirmed by facsimile transmission, or (iv) by certified or registered mail, return receipt requested, ten (10) calendar days after deposit in the mail. Such notices shall be sent to the addresses set in the Services Quote or such other address as a party hereto shall notify the other party of in writing.

If to RedWave Technology Group, LLC: 210 Fieldstown Road, Suite 100-420, Gardendale, AL 35071

15.3 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

15.4 Headings. The headings in this Agreement are inserted for convenience and do not constitute a part of the Agreement, nor modify or limit any of the terms.

15.5 Waiver; Amendment; Modification. No term or provision hereof will be considered waived by either party and no breach excused by either party, unless such waiver or consent is in writing signed by the party against whom such waiver or consent is asserted. The waiver by either party of, or consent of either party to, a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the parties in writing.

15.6 Enforceability of Provisions. To the extent any provision or portion of this Agreement is determined to be invalid, illegal, or unenforceable, such provision or portion shall be severed or deleted from this Agreement or limited so as to give effect to the intention of the parties insofar as possible. The invalidity or unenforceability of any provision or portion thereof shall not affect the validity or enforceability of any other provision of this Agreement as a whole.

15.7 Assignment. RedWave Technology Group, LLC may assign its rights and obligations under this Agreement to any party without the consent of Customer. Customer may not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of RedWave Technology Group, LLC.

15.8 Entire Agreement. This Agreement, including the Services Quote and attachments hereto, constitutes the entire agreement between the parties regarding its subject matter. This Agreement supersedes all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter. No other representation, warranty, term or condition, other than as expressly set forth in this Agreement, shall be binding on RedWave Technology Group, LLC.

Online Training Terms and Conditions

Generally, online training course orders ARE NOT eligible for refund/cancellation. We MAY approve a refund/cancellation request provided the student meets the following requirements:

1. The student MUST notify us of their desire to cancel IN WRITING within 24-hours of placing the online order. Requests MUST be sent via email (VERBAL requests are NOT accepted) to following address: support@redwaveit.com AND;
2. The student MUST NOT have exceeded 30 MINUTES OF COURSE TRAINING TIME.

If the refund/cancellation request is made after 24 hours or the student has completed more than the maximum allotted training time (indicated above) your payment is non-refundable.

OTHER TERMS AND CONDITIONS

• Online training courses may NOT be transferred to another student.
• Students have 90 days (3-months) to complete an online course.
• Orders placed with a “Corporate Account” or “Discount Code” are NOT eligible for refund/cancellation. NO EXCEPTIONS.

COURSE EXTENSION POLICY

• Students have 90 days from the date of registration to complete an online course. Students may not request training extensions.
• Expired courses, students who have left the employ of a company, or students who FAIL their final exam (see below) are NOT eligible for credit or refund of any kind, regardless of time spent in the course or time remaining.
• All online courses have a final exam. Students must receive a passing grade to be issued a certificate of completion.

Students will be given 3 attempts to pass their final exam. If a student fails a final exam 3 times, they will be required to re-enroll in the course, pay all tuition and complete all course (including time) requirements if they want to take the course online a second time. THERE IS NO CREDIT OR PARTIAL DISCOUNT FOR FAILED EXAMS OR RE-REGISTRATION.