Cloud Terms and Conditions

1. TYPE OF SERVICE.
1.1. TOWNER COMMUNICATIONS agrees to provide Services (as defined in your Cloud Services Quote,
        attached hereto and incorporated by reference herein) with respect to the System(s) as defined in your
        Cloud Services Quote. If Customer desires TOWNER COMMUNICATIONS to provide any additional
        service other than as set forth herein, then any such additional services shall only be furnished pursuant to
        a separate agreement.

2. DEFINED TERMS.
2.1. Some words used in the Agreement have particular meanings:
         “Business Day” means Monday to Friday, excluding public holidays.
         “Order” means the order/quote that you accept for the Services that describes the type or types of services
          you are purchasing, and that is signed by you, either manually or electronically.
         “Services” means the TOWNER COMMUNICATIONS cloud software and services described in the Order.
         “Services Period” means the period specified in the Term Commitment section of Order.

3. TOWNER COMMUNICATIONS’ OBLIGATIONS.
3.1. TOWNER COMMUNICATIONS shall provide to you the Services and Support subject to the terms and
        conditions of the Agreement. TOWNER COMMUNICATIONS’ obligation to begin providing the Services and
        Support is contingent on your satisfaction of TOWNER COMMUNICATIONS’ credit approval criteria.

4. CUSTOMER’S OBLIGATIONS.
4.1. You agree to do each of the following: (i) comply with applicable law and the terms and conditions of the
        Agreement, (ii) pay the fees for the Services when due, (iii) ensure that your customer account information
        as provided to TOWNER COMMUNICATIONS is true, accurate, current and complete; and (iv) cooperate
        with TOWNER COMMUNICATIONS’ reasonable investigation of service outages and any suspected breach of the
        Agreement.
4.2. You agree to complete all assigned tasks outlined in provided questionnaire. Failure to provide required
        information will result in pushing the install date, and you will be responsible for additional charges as
        determined by the line carriers to reschedule.
4.3. You agree that your IT staff/companies if applicable, will make all required changes that are also outlined in
        the provided questionnaire. All changes should be verified prior to the install date, failure to do so will result
        in pushing the install. And will result in additional charges as determined by line carriers.
4.4. You agree that on the day of the install, any changes that are deemed above and beyond will be chargeable.
        Changes such as name changes, or other minor changes to include things not working that should, will be
        covered. Reprogramming multiple phones and buttons, that we should have already had the correct
        information on will be chargeable.

5. LIMITATIONS ON CREDITS.
5.1. Notwithstanding anything in this Agreement to the contrary, the maximum total credit for any calendar month
        for failure to meet Service Level Guarantees under the Agreement, including all guarantees, shall not
        exceed fifty per cent (50%) of your monthly recurring fee for the affected Cloud Services. Credits that would
        be available but for any limitation on credits will not be carried forward to future months.
5.2. You are not entitled to a credit under any Service Level Agreement for downtime or outages resulting from
        Maintenance. For purposes of the Agreement, Maintenance shall mean:
5.2.1. Scheduled maintenance – repairs, modifications, or upgrades announced at least twenty-four (24)
           hours in advance;
5.2.2. Scheduled customer maintenance – maintenance of your configuration that you request and that we
           schedule with you in advance (either on a case by case basis, or based on standing instructions),
           such as hardware or software upgrades;
5.2.3. Emergency maintenance – critical unforeseen maintenance needed for the security or performance of
           your configuration or TOWNER COMMUNICATIONS’ network.
5.3. You are not entitled to a credit under any Service Level Agreement for downtime or outages resulting from:
5.3.1. External factors or circumstances outside of our control, including denial of service attacks, virus
           attacks, hacking attempts and spikes in network traffic or application utilization;
5.3.2. a change which you effect or request which results in downtime or outages or interferes with our
           ability to provide the Services;
5.3.3. deficiencies, bugs or errors in your application, application code, data structures, system software,
           operating system, or any vendor supplied patches;
5.3.4. any unsupported third-party products or third party services (or their interaction with the Services);
5.3.5. any action we take which we reasonably believe is necessary to protect you, the TOWNER
           COMMUNICATIONS’ network, or our other customers.
5.4. You are not entitled to a credit under any Service Level Agreement if you are in breach of your Agreement
        with TOWNER COMMUNICATIONS (including your payment obligations to TOWNER
        COMMUNICATIONS) at the time of the occurrence of the event giving rise to the credit until you have
        cured the breach. You are not entitled to a credit if the event giving rise to the credit would not have
        occurred but for your breach of your Agreement with TOWNER COMMUNICATIONS or your misuse of the
        Services.
5.5. You must request a credit via accounts payable (accounting@townerkc.com) within thirty (30) days following
        the occurrence of the event giving rise to the credit. If the claim is approved, the credit will be applied during
        the next billing cycle following approval. You must show that your use of the Service to which the applicable
        Service Level Guarantee applies was adversely affected in some way as a result of the downtime or outage
        to be eligible for the credit.
5.6. For the purpose of determining whether a credit is due, time periods will be measured from the time stamp
        generated by our ticket system, the time an interruption is recorded in our monitoring system, until network
        availability is restored or the affected device is powered back on, as applicable.

6. TERM.
6.1. The initial term for each Order begins on the date that we make the Services available for your use and
        continues for the period stated in the Order. If no period is stated in the Order, then the initial term shall be
        thirty-six months. Upon expiration of the initial term, the Order will automatically renew for successive
        renewal terms of thirty-six months each, unless and until one of us gives the other a written notice of nonrenewal 90 days                  prior to the expiration of the initial term (or then-current renewal term, as applicable).

6.2. During the term, services may not be removed that were agreed to on the initial service agreement. However additional            services may be added during the term of service. Services may be renegotiated prior to the start of new thirty-six-month service term upon customers written request.

6.3. Upon the end of the Services Period, you no longer have rights to access or use the Services, including the
        associated TOWNER COMMUNICATIONS Programs and Services Environments;

7. FEES AND PAYMENT TERMS.
7.1. TOWNER COMMUNICATIONS will charge you and you agree to pay no later than 10 days from the invoice
        date, the fees for the Services in accordance with your Order. Unless you have made other arrangements,
        TOWNER COMMUNICATIONS will charge your credit card monthly, without invoice, beginning on the date
        that TOWNER COMMUNICATIONS first makes the Services available to you. Once placed, your order is
        non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or your order. You
        will pay any sales, value-added or other similar taxes imposed by applicable law that TOWNER
        COMMUNICATIONS must pay based on the Services you ordered, except for taxes based on TOWNER
        COMMUNICATIONS’ income. TOWNER COMMUNICATIONS may suspend all Services (including
        services provided pursuant to any unrelated Order or other agreement we may have with you) if our
        charges to your credit card are rejected for any reason, or payment is over 30 days past due. If you are
        found to be over 30 days past due twice in any six-month period, TOWNER COMMUNICATIONS will
        require that your account be converted to credit card payment only in order to continue your service with
        TOWNER COMMUNICATIONS. At which point, you will be responsible for payment of any outstanding
        balances and any applicable termination liability. TOWNER COMMUNICATIONS may charge interest on
        overdue amounts at a rate of $50.00 per month. If any amount is overdue by more than sixty (60) days, and
        TOWNER COMMUNICATIONS brings a legal action to collect, or engages a collection agency, you must
        also pay TOWNER COMMUNICATIONS’ reasonable costs of collection, including legal fees, attorney fees and court
        costs. Unless stated otherwise, fees are stated and will be charged in the same currency as per your Order.
        Any “credit” that we may owe you, such as a credit for failure to meet a Service Level Agreement, will be
        applied to fees due from you for Services, and will not be paid to you as a refund. If there is a dispute with
        respect to any portion of an invoice, you shall pay the undisputed portion of the fees promptly (within 10
        days of invoice) and provide written details specifying the basis of any dispute of the remaining amount.
        Both Parties agree to work together to promptly resolve any disputes. Charges that are not disputed within
        thirty (30) days of the date charged are conclusively deemed accurate. You authorize TOWNER
        COMMUNICATIONS to obtain a credit report at any time during the term of the Agreement.
7.2. You understand that you may receive multiple invoices for the Services you ordered. Invoices will be
        submitted to you pursuant to TOWNER COMMUNICATIONS’ invoicing standards.

8. SUSPENSION OF SERVICES.
8.1. Grounds for Suspension. We may suspend the Services without liability if:
8.1.1. we reasonably believe that the Services are being used (or have been or will be used) in breach of the
           Agreement;
8.1.2. we discover that you are, or are affiliated in any manner with, a person who has used similar services
           abusively in the past;
8.1.3. you don’t cooperate with our reasonable investigation of any suspected breach;
8.1.4. we reasonably believe that the Services have been accessed or manipulated by a third party without
           your consent;
8.1.5. we reasonably believe the suspension of the Services is necessary to protect our network or our
           customers;
8.1.6. a payment of any invoiced amount is overdue; or
8.1.7. we are required by law or a regulatory or government body to suspend your Services.
8.2. Notice of Suspension. We will give you reasonable advance notice of a suspension under this Sub-section
        and a chance to cure the grounds on which the suspension is based, unless we determine in our
        reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to
        protect TOWNER COMMUNICATIONS or our other customers from imminent and significant operational,
        legal, or security risk.
8.3. Fees and Remedies. If the suspension was based on your breach of your obligations under the Agreement,
        then we may continue to charge you the fees for the Services during the suspension and may charge you a
        reasonable reinstatement fee (at our discretion) upon reinstatement of the Services. If your Services are
        compromised, then you must address the vulnerability prior to TOWNER COMMUNICATIONS placing the
        Services back in service or, at your request, we may be able to perform this work for you at our standard
        hourly rates as a supplementary service.

9. TERMINATION FOR BREACH.
9.1. Your right to terminate. You may terminate the Agreement for breach on written notice if we:
9.1.1. materially fail to provide the Services as agreed and do not remedy that failure within ten (10) days of
           your written notice describing the failure; or
9.1.2. materially fail to meet any other obligation stated in the Agreement and do not remedy that failure
           within thirty (30) days of your written notice describing the failure.
9.2. Our right to terminate. We may terminate the Agreement for breach on written notice if:
9.2.1. we discover that the information you provided for the purpose of establishing the Services is materially
           inaccurate or incomplete;
9.2.2. you did not have the legal right or authority to enter into the Agreement on behalf of the person
           represented to be the customer;
9.2.3. your payment of any invoiced amount is overdue and you do not pay the overdue amount within four
           (4) Business Days of our written notice;
9.2.4. you have made payment arrangements via credit card or other third party, and the third party refuses
          to honor or reverses our charges, or you initiate a charge-back;
9.2.5. you fail to comply with any other obligation stated in the Agreement and do not remedy the failure
          within ten (10) days of our written notice to you describing the failure;
9.2.6. you breach the acceptable use of our Cloud Services more than once even if you remedy each
           breach;
9.2.7. a credit report indicates that you no longer meet our reasonable credit criteria, TOWNER
          COMMUNICATIONS will provide you a reasonable opportunity to migrate your environment out of
          TOWNER COMMUNICATIONS in an orderly fashion before we terminate Services; you will be
          responsible to pay the fees associated with the Services until TOWNER COMMUNICATIONS is able
          to terminate your Services.
9.2.8. you use the Services in violation of the acceptable use of our Cloud Services and fail to remedy the
           breach within ten (10) days of our written notice; or
9.2.9. your agreement for any other TOWNER COMMUNICATIONS service is terminated for breach of the
           acceptable use of our Cloud Services applicable to that service.
9.3. Termination for insolvency. Either of us may terminate the Agreement with immediate effect on written
        notice if the other party (or we reasonably believe that the other party) (i) is unable to pay its debts; (ii)
        enters into compulsory or voluntary liquidation; (iii) compounds with or contravenes a meeting of its
        creditors; (iv) has a receiver or manager or an administrator appointed (or an application is made to the
        court for the same); or (v) ceases for any reason to carry on business or takes or suffers any similar action
        which means that it may be unable to pay its debts (each an “Insolvency Event”). Notwithstanding
        anything to the contrary in the Agreement, the fees for the Services shall become due immediately upon the
        occurrence of an Insolvency Event.
9.4. Early Cancelation. Early Cancelation of contract will require balance of contract payment and a $200 early cancelation fee may          be applied.

10. LIMITATION ON DAMAGES.
10.1. The maximum aggregate liability of TOWNER COMMUNICATIONS and any of its Representatives for loss
          or damages in connection with the Services or the Agreement under any theory of law shall not exceed the
         greater of (i) the amount of fees you paid for the Services for the month during which the occurrence of the
         event giving rise to the claim.
10.2. neither of us (nor any of our Representatives) shall be liable to the other for:
10.2.1. any indirect, special, incidental, exemplary, or consequential loss or damages of any kind;
10.2.2. any loss of profit or income;
10.2.3. any loss of business or business opportunity;
10.2.4. any loss or corruption of data;
10.2.5. any anticipated savings or revenue;
10.2.6. any punitive damages;
10.2.7. any loss of goodwill or reputation; or
10.2.8. any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if
             the party responsible for the damages has been advised or should be aware of the possibility of such
             damages.
10.3. the service credits stated in the Service Level Agreement are your sole and exclusive remedy for TOWNER                  COMMUNICATIONS’ failure to meet the guarantees for which service credits apply.

10.4. The parties agree that the limitations on damages set out in the Agreement are agreed allocations of risk

         constituting in part the consideration for TOWNER COMMUNICATIONS’ provision of the Services, and such
         limitations will apply notwithstanding the failure of essential purpose of any limited remedy.

11. EMERGENCY SERVICES – 911 DIALING.
11.1. Non-Availability of Traditional 911 or E911 Dialing Service. The Service does not support traditional 911 or
          E911 access to emergency services in all locations. Where we do not offer traditional 911 or E911 access,
          we offer a feature known as “911 Dialing” which is a limited emergency calling service available only on
          TOWNER COMMUNICATIONS, LLC certified Devices or Equipment. The 911 Dialing feature may not work at all
          when used in conjunction with a Soft Phone, Virtual Numbers or Subscriber provided Customer Premise
          Equipment. Our 911 Dialing feature is not automatic; you must separately take affirmative steps, as
          described in this Agreement and on our website, to register the address where you will use the Services in
          order to activate the 911 Dialing feature. You must do this for each TOWNER COMMUNICATIONS, LLC phone
          number that you obtain. The 911 Dialing feature of the Service is different in a number of important ways
          from traditional 911 or E911 service as described on our website page for 911 Dialing under “Features,”
          and below. You shall inform any household residents, guests and other third persons who may be present
          at the physical location where you utilize the Service of (i) the non-availability of traditional 911 or E911,
          and (ii) the important differences in and limitations of the TOWNER COMMUNICATIONS, LLC 911 Dialing feature
          as compared with traditional 911 or E911 dialing. The documentation that accompanies each Device that
          you purchase should include a sticker concerning the potential non-availability of traditional 911 or E911
         dialing (the “911 Sticker”). It is your responsibility, in accordance with the instructions that accompany each
         Device, to place the 911 Sticker on each Device that you use with the Service. If you did not receive a 911
         Sticker with your Device, or you require additional 911 Stickers, please contact our customer care
         department.
11.2. Registration of Physical Location Required. For each phone number that you use for the Service, you must
          register with TOWNER COMMUNICATIONS, LLC the physical location where you will be using the Service with
          that phone number. When you move the Device to another location, you must register your new location. If
          you do not register your new location, any call you make using the 911 Dialing feature may be sent to an
          emergency center near your old address. You will register your initial location of use when you subscribe to
          the Service. Thereafter, you may register a new location by following the instructions from the “911”
          registration link on your TOWNER COMMUNICATIONS, LLC web account dashboard features page. For
          purposes of the 911 Dialing feature, you may only register one location at a time for each phone line you
          use with the Service.
11.3. Confirmation of Activation Required. Your 911 Dialing feature will not be activated for any phone line that
          you are using with the Service, unless and until you receive an email from us confirming that the 911
          Dialing feature has been activated for that phone line.
11.4. How Emergency Personnel are contacted. We contract with a third party to use the address of your
          registered location to determine the nearest emergency response center and then forward your call to a
          general number at that center. When the center receives your call, the operator will not have your address
          and may not have your phone number. You must therefore provide your address and phone number in
          order to get help. Some local emergency response centers may decide not to have their general numbers
          answered by live operators 24 hours a day. If we learn that this is the case, we will send your call instead to
          a national emergency calling center and a trained agent will contact an emergency center near you to
          dispatch help. You hereby authorize us to disclose your name and address to third-party service providers,
          including, without limitation, call routers, call centers and public service answering points, for the purpose of
          dispatching emergency services personnel to your registered location.
11.5. Service Outages.
          (a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a
          power failure or disruption. If there is an interruption in the power supply, the Service, including 911
          Dialing, will not function until power is restored. Following a power failure or disruption, you may need to
          reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing.
          (b) Service Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP
          Service. Service outages or suspensions or terminations of service by your broadband provider or ISP
          will prevent all Service, including 911 Dialing, from functioning.
          (c) Service Outage Due to Suspension or Termination of Your TOWNER COMMUNICATIONS, LLC Account.
          Service outages due to suspension or termination of your account will prevent all Service, including 911
          Dialing, from functioning.
          (d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or
          broadband provider or other third party may intentionally or inadvertently block the ports over which the
          Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert
          us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports
          are being blocked or your Service is impeded, and unless and until the blocking or impediment is
          removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Dialing
          feature, may not function. You acknowledge that TOWNER COMMUNICATIONS, LLC is not responsible for the
          blocking of ports by your ISP or broadband provider or any other impediment to your usage of the
          Service, and any loss of service, including 911 Dialing, which may result. In the event you lose service
          as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to
          be responsible for payment of the Service charges unless and until you terminate the Service in
          accordance with this Agreement.
          (e) Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service,
          including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but
          not limited to, those reasons described elsewhere in this Agreement.
11.6. Re-Activation Required if You Change Your Number or Add or Port New Numbers. 911 Dialing does not
          function if you change your phone number or if you add or port new phone numbers to your account, unless
          and until you successfully register your location of use for each changed, newly added or newly ported
          phone number.
11.7. Network Congestion: Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater
          possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the
          Service as compared to traditional 911 dialing over traditional public telephone networks.
11.8. Possible Lack of Automatic Number Identification. It may or may not be possible for the local emergency
          personnel to automatically obtain your phone number when you use 911 Dialing. Our system is configured
          to send the automatic number identification information; however, one or more telephone companies, not
          us, route the traffic to the emergency response center and that center may not be capable of receiving and
          passing on that information. As a result, the operator who answers your 911 Dialing call may not be able to
          automatically obtain your phone number and call you back if the call is not completed or is not forwarded, is
          dropped or disconnected, if you are unable to speak to tell the operator your phone number, or if the
          Service is not operational for any reason.
11.9. No Automated Location Identification. In most service areas, it is not possible at this time to transmit to the
          local emergency response center the address that you registered for 911 Dialing. You will need to state the
          nature of your emergency promptly and clearly, including your location (and possibly your telephone
          number), as the operator will not have this information. Emergency personnel will not be able to find your
          location if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to
          speak to tell the operator your location, or if the Service is not operational for any reason.
11.10. Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in
            which, calls using our 911 Dialing service are answered or addressed by any local emergency response
            center. We disclaim all responsibility for the conduct of local emergency response centers and the national
            emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local
            emergency response centers and to a national emergency calling center. We disclaim any and all liability or
            responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result.
            Neither TOWNER COMMUNICATIONS, LLC nor its officers or employees may be held liable for any claim,
            damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating
            to our 911 Dialing service unless such claims or causes of action arose from our gross negligence,
            recklessness or willful misconduct. You shall defend, indemnify, and hold harmless TOWNER COMMUNICATIONS its         

            officers, directors, employees, affiliates and agents and any other service provider
            who furnishes services to you in connection the Service, from any and all claims, losses, damages, fines,
            penalties, costs and expenses (including, without limitation, attorney’s fees) by, or on behalf of, you or any
            third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed
            911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access
            emergency service personnel.
11.11. Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you
            should consider having an alternate means of accessing traditional 911 or E911 services or terminating the
            Service.
11.12. Customers in the State of Kansas are automatically assessed at $0.60 monthly fee for E911 services that
            is passed through directly from TOWNER COMMUNICATIONS, LLC. to the State of Kansas.

12. HOSTED FAX.
12.1. TOWNER COMMUNICATIONS expressly forbids any unlawful use of its services which may violate any
          applicable law or regulation including the Telephone Consumer Protection Act. It is solely the responsibility
          of you and your company to ensure that all such laws and regulations, including without limitation,
          regulation of unsolicited advertising, are adhered to. You and your company expressly absolves Our
          Company of all responsibility for their use of Our Fax services and warrant that they are in full compliance
          with all laws and regulations regarding sending facsimiles.
          You and your company represent and warrant that it will contractually require and use reasonable efforts to
          enforce that you and your end-users:
          (a) Only use Our Fax services for lawful purposes and that its use of Our Fax services will be in compliance
          with all federal, state and local laws and regulations including, without limitation, the provisions of the
          Telephone Consumer Protection Act
          (b) Will not use Our Fax services to transmit any unlawful, harmful, threatening, abusive, libelous, vulgar,
          obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited
          to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to
          civil liability or otherwise violate any local, state, federal or other law or regulation.
          (c) Will not use Our Fax services to upload, post, reproduce or distribute, in anyway, any information,
          software or other material protected by copyright or any other intellectual property right without first
          obtaining the permission of such right holder.
          (d) Will comply with all applicable laws, regulations and conventions, including those related to data privacy,
          international communications, exportation of technical or personal data, and the sending of certain
          unsolicited facsimiles.

13. CALL RECORDING
13.1. TOWNER COMMUNICATIONS provides a function that allows a user of the Service to record Individual
          telephone conversations. The laws regarding the notice and notification requirements of such recorded
          conversations vary by state to state. Subscriber is solely responsible for applying the local laws in the
          relevant jurisdiction when using this feature.
13.2. The call recording feature is provided “as-is” and without warranty of any kind. The use of this and all
          TOWNER COMMUNICATIONS, LLC features or Services are subject to our Terms of Service.