Business Terms of Service

SERVICE AGREEMENT

This Agreement establishes terms and conditions by which Proximiti Communications, Inc. ("Proximiti") will provide, and the individual, association or entity set forth below (the "Customer"), will use the communications services described in one or more service proposals or service orders from time to time executed by both parties pursuant to this Agreement (the "Services") ("Service Proposals") ("Service Orders").  

1. The Services/Agency Authorization - Subject to the terms and conditions of this Agreement, Proximiti will provide Customer and Customer will purchase the Services as specifically set forth in any Service Proposal or Service Order, including the Service Proposal attached hereto.   All Service Proposals and Service Orders are hereby incorporated by reference as integral parts of this Agreement.   Customer hereby authorizes Proximiti to act as agent for Customer as necessary to provide the Services, including ordering telecommunications and other services or facilities and increasing, adding to, terminating, decreasing, removing or rearranging any such service or facilities on Customer's behalf.  

If Customer has multiple locations, then such locations will be activated individually upon a schedule agreed to between Customer and Proximiti.   The billing for any new Service phase will begin upon delivery to the Customer of such new Service.   As Proximiti enters new geographic territories, it will negotiate with Customer in good faith for the migration of Customer service within those territories.  

If you have subscribed to Proximiti's Business services, the Service is provided to you as a business user.   This means that you agree not to, and may not, sell, resell or transfer the Service to any other person for any purpose, or make any charge for the use of the Service, without the prior express written permission from Proximiti.   You agree that the Proximiti Business Plan does not confer the right to use the Service for auto-dialing, call center activities, continuous or extensive call forwarding, call relaying, telemarketing, fax broadcasting or fax blasting, and that you may not use the Service for those purposes.   Additionally, Significant deviations from statistically average business usage as measured by Proximiti from time to time may result is disqualification from unlimited usage plans.   In this case, bundled and metered usage plans are available.   Proximiti reserves the right to (1) immediately terminate or modify the Service, and (2) charge an administrative fee of US$100.00 per day of service during which Customer engaged in prohibited activities, if Proximiti determines, in its sole discretion that Customer's Service is/was being used for such prohibited activities or in any other manner prohibited by this Agreement.  

2. Credit Approval - Each Service Proposal will be subject to credit approval by Proximiti.   Customer will comply with all of Proximiti's credit approval policies and procedures.   Proximiti will have the right to withhold implementation of the Service under this Agreement pending satisfactory credit approval, which approval may be conditioned upon specific terms required by Proximiti, including an advance payment, in an amount determined by Proximiti based upon commercially reasonable standards such as credit ratings and history, financial statement analysis, payment history, and number of years in business.   If Customer's account is subject to a credit limit, Proximiti may require payment of any amount in excess of such limit within 24 hours after Proximiti receives notice that the credit limit has been exceeded.   If at any time there is a material adverse change in Customer's creditworthiness or financial position as reasonably determined by Proximiti, then in addition to any other remedies available to Proximiti, Proximiti may elect, in its sole discretion, to request reasonable assurance of payment from Customer, including, among other things, an advanced payment for services.   A material adverse change in Customer's creditworthiness or financial position will include (i) Customer's default of any material obligation to Proximiti under this or any other agreement with Proximiti that remains uncured after the expiration of any applicable cure period; (ii) failure of Customer to make full payment of undisputed charges due hereunder on or before the due date on 3 or more occasions during any period of 12 months; (iii) acquisition of Customer by an entity which is (a) insolvent or is subject to bankruptcy, (b) owes past due amounts to Proximiti or any Proximiti affiliate that are undisputed or (c) is a materially greater credit risk than Customer; (iii) Customer's being subject to or having filed for bankruptcy or insolvency proceeding; and (iv) the legal insolvency of Customer.   If Customer does not provide Proximiti with assurance satisfactory to Proximiti within 3 days of Proximiti's delivery of notice of demand for such assurance, then, in addition to any other remedies available to Proximiti, Proximiti will have the option, in its sole discretion, to exercise one or more of the following remedies: (a) cause the start of any Service described in any previously executed Service proposal or Service Order to be delayed pending receipt of satisfactory assurance; or (b) decline to accept a Service Order or other requests from Customer to provide Service; or (c) suspend all or any portion of the Services then being provided after giving Customer 2 days prior written notice.   If Customer provides satisfactory assurance during the 2 day notice period, Proximiti will not suspend any of the Services.  

3. Term - The term of this Agreement will commence upon the date of this Agreement is executed by both parties (the "Effective Date") and will continue until the expiration of months thereafter (the "Initial Term") (or, if later, the expiration or termination date set forth in any Service Proposal or Service Order), unless sooner terminated as provided in Section 5.   Upon at least 90 days notice before the end of the Initial term, Customer may indicate its desire to transition to month-to-month service at the end of the Initial Term.   After completion of the Initial Term and continuation of service on a month-to-month basis, either party may terminate month-to month service upon ninety 90 days written notice. 

4. Service Charges and Payment - Unless otherwise specified in the Service Proposal or Service Order, usage-based Services will be invoiced monthly in arrears and all other Services will be invoiced monthly 30 days in advance.   Customer will pay all amounts owed under each Service Proposal and each Service Order promptly upon receipt of invoice but in no event later than the date specified on the invoice and will send its payments to the address specified on the invoice.  

Customer may withhold payment associated with good faith billing disputes only where it has submitted such disputes in writing to Proximiti and may only withhold payments up to a maximum of 10% of any outstanding monthly invoice.   If Customer withholds any amount greater than this Section 4 permits, for a given month for any reason, Customer stipulates and agrees that such withholding will cause irreparable harm to Proximiti.   Payment of fees will not prejudice a party's right to dispute charges so long as they are disputed in the manner and timeframe specified in this Agreement.   Disputed charges mutually agreed upon in favor of one party will be paid by the other party within 5 business days of the resolution along with interest payments calculated based upon the lesser of 1.5% per month or the maximum allowed by law from the invoice due date to the date of settlement.  

In addition to charges for the Services, Customer will pay Proximiti for all excise, sales, use or other taxes, fees or charges applicable to the Services, all of which will be paid by Customer in addition to other amounts owing.   Such taxes, fees and charges will be separately stated in the applicable monthly invoice.   Proximiti may, in addition to any other remedies available to it, impose a late payment charge of 1.5% per month on any amount not paid within such 30-day period.  

Customer will provide a single payment to Proximiti each month covering all lines and locations.  

5. Termination - Proximiti may terminate this Agreement, or any Service Proposal or Service Order, in whole or in part, or suspend any or all of the Services, without incurring any liability, at any time upon written notice of (a) any failure of Customer to pay any undisputed amounts due hereunder (which includes amounts disputed not in good faith); (b) any material breach by Customer of any provision of this Agreement; (c) any insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver or similar event with respect to Customer; or (d) any governmental prohibition concerning the providing of, or any required alteration of, the Services or any violation of applicable law, rule or regulation resulting from the Services.   No such termination will relieve Customer of its obligations under this Agreement, including the obligation to make payments for the Services provided prior to termination.  

6. Changes in Fees - Proximiti pricing is dependent upon Proximiti being the sole and exclusive provider of the Services to Customer for the entire Initial Term or the period set forth in a Service Proposal or Service Order, as applicable.   Except in conjunction with month-to-month renewals of this Agreement under Section 4 or as otherwise permitted in this Section, Proximiti's fees and charges are as presented in the applicable Service Proposal or Service Order.   Charges for international service are as stated on Proximiti’s web site at the time of service delivery.  

The parties acknowledge that some rights and obligations of Service Provider under this Agreement may be affected by future technology, rules, regulations, guidelines, orders, treaties or laws promulgated, enacted or entered into by federal and state legislatures, by federal and state agencies, local or federal governments, and international or other regulatory bodies (together "Technology, Rules or Actions").   In the event that any such Technology, Rules or Actions adversely revise or modify Service Provider's obligations under this Agreement, Service Provider may, upon written notice to the Customer, require this Agreement be renegotiated in good faith to reflect the effect of any such future Technology, Rules or Actions.  

No limitations apply to changes in excise, sales, use or other governmental taxes, fees or charges applicable to the Services and such changes will be billed to the customer upon their effective date.  

Customer and Proximiti will negotiate, in good faith, fees, charges and availability for functionality and services desired by Customer but not contained in a Service Proposal or Service Order.  

7. Interruption of Service - In the event of any failure, mistake, interruption, omission, delay, error, deterioration or defect in the Service caused by the failure of Proximiti's facilities, equipment or personnel (an "Outage"), Customer will be entitled to a credit against the applicable invoice per Proximiti's standard business practices.   An Outage will be deemed to occur only if the Service is unusable to the Customer as a result of failure of Proximiti's facilities, equipment or personnel to provide the Service, and only where the mistake, interruption, omission, delay, error or defect is not the result of: (a) the fault or negligence of the Customer; (b) the failure of interconnecting facilities or equipment not within the control of Proximiti; (c) any planned interruption or routine maintenance; or (d) other circumstances beyond the control of Proximiti, including but not limited to any excusable delay or failure contemplated by Section 9 hereof.   Credit allowance for an Outage commences upon the earlier of (a) Proximiti's receipt of written notice from the Customer of an Outage, or (b) Proximiti's actual knowledge of the Outage, and credit allowance ceases when the Service has been restored.   Credits will be given only when Customer notifies Proximiti that such credit is due.   Only that portion of the Services which is interrupted due to the Outage will be credited.   In no event will Proximiti's liability for an Outage exceed an amount equivalent to the proportionate charge for the period during which the Outage occurs.   The foregoing represents Customer's sole remedy for damages arising from mistakes, interruptions, omissions, delays, errors or defects which may occur in connection with the Services.   PROXIMITI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  

8. Service Standards - Proximiti warrants that the Services will meet or exceed the general standards of service that the underlying service providers used by Proximiti provide in general release to their own retail or wholesale customers and that Proximiti provides in general release to its other retail customers.   THESE ARE THE ONLY WARRANTIES PROVIDED BY PROXIMITI IN CONNECTION WITH THE SERVICES. PROXIMITI HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF NONINFRINGEMENT AND ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.   PROXIMITI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.  

9. Excusable Delay or Failure - Neither party will be in default or otherwise liable for any delay in or failure of its performance hereunder, except for a failure to pay, due to any act of God, adverse weather condition, fire, flood, riot, strike, accident, war, power failure, act of terrorism, governmental requirement, inability to secure materials, labor or transportation, cable cut or other cause beyond the reasonable control of the affected party.   Neither party will be liable for any delay or failure to the extent it results from the requirements of Law or the acts, delays or failures to act of any Regulatory Authority, or any provider with which Proximiti has an Interconnection Agreement.   Any such delay or failure will suspend the Agreement or any Service Proposal or Service Order until the delay or failure ceases, and the period of the Agreement or Service Proposal or Service Order will be extended accordingly.  

10. Offensive Material and Security Breaches - Customer assumes total responsibility and risk for its use of the Services.   Customer acknowledges and agrees that in connection with the Services (a) materials that may be offensive to some people may be transmitted or displayed and (b) Customer's facilities, equipment and networks may be accessible by persons who may attempt to breach the security of such facilities, equipment and networks.   Customer agrees that Proximiti has no control over and no liability or responsibility for such materials or actions.   PROXIMITI DOES NOT WARRANT THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.  

11. Limitation of liability - IN NO EVENT WILL PROXIMITI OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR REPRESENTATIVES BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF REVENUE OR PROFIT, LOSS OF USE OF ANY PROPERTY, COST OF SUBSTITUTE PERFORMANCE, EQUIPMENT OR SERVICES AND DOWNTIME COSTS (EVEN IF PROXIMITI HAS BEEN ADVISED OF THE POSSIBILITY OF THE LOSS OR DAMAGE).   EXCEPT AS SET FORTH IN SECTION 13 WITH RESPECT TO INDEMNIFICATION, PROXIMITI'S ENTIRE LIABILITY FOR ANY CLAIM, LOSS, EXPENSE OR DAMAGE UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED SUMS ACTUALLY PAID BY CUSTOMER TO PROXIMITI FOR THE SERVICE WHICH GIVES RISE TO THE CLAIM.  

12. Indemnification - Customer will indemnify and hold harmless Proximiti and its employees, directors, officers, affiliates, agents and other representatives from any and all claims, damages and expenses, including reasonable attorneys' fees, arising out of or in connection with Customer's use, resale or sharing of the Services provided hereunder, including (a) claims for defamation libel, slander, or invasion of privacy, (b) claims for infringement of copyright arising from any communication, (c) claims arising from any failure, mistake, interruption, omission, delay, error, deterioration or defect of the Services, (d) claims of patent infringement arising from combining or using the Service in connection with services or equipment furnished by others and (e) claims of fraud in association with utilization of Services by employees and customers of Customer.  

Each party will indemnify and hold the other harmless from and against bodily injury (including death) or damage to tangible property caused by the negligence or willful misconduct of the indemnifying party or its employees, agents or invitees in connection with this Agreement.  

13. General:

(A) Assignment - Customer may not assign this Agreement without the prior written consent of Proximiti, which consent may be conditioned upon such assurances of performance and ability to pay.  

(B) Legal Matters - This Agreement is deemed to be made in and governed by the laws of the State of Florida without regard to choice of law provisions.   In addition to the provisions in this Agreement the Services are subject to any applicable Proximiti tariffs filed with the Federal Communications Commission, state public utility commissions or other Regulatory Authority, and any provision in such tariffs will take precedence over any conflicting or inconsistent provision in this Agreement.   Venue for the purposes of any litigation in connection with this Agreement will, at the option of Proximiti, lies solely in the Circuit Court in and for Hillsborough County, Florida or the United States District Court in and for the Middle District of Florida.  

Customer hereby consents to the jurisdiction of the federal and state courts located in Florida, and hereby consents to service of process by certified U.S. mail, return receipt requested, at the address provided for notices under this Agreement.   Customer hereby irrevocably waives all rights to demand a jury trial.   The costs of any litigation, whether incurred at the trial or appellate level (including attorneys' fees, court costs and the costs of experts and of paralegal, accounting, financial and other legal and investigative support personnel), will be borne by the ultimate non-prevailing party.   A party awarded less than 60% of its claimed damages will be deemed a non-prevailing party.  

(C) Severability - Each provision of this Agreement is severable from the whole. If one provision is declared invalid, the other provisions will remain in effect.  

(D) Waiver - Failure by a party to enforce any provision of this Agreement, or the waiver thereof in any instance will not be construed as a general waiver of rights.  

(E) Title to Equipment - This Agreement will not convey to Customer title of any kind to any of the equipment or transmission facilities used to provide the Services.  

(F) Notice - Any notice given or made pursuant to this Agreement or any Service Proposal or Service Order will be effective only when and if it is in writing and delivered in person, by messenger, by overnight delivery service or by certified mail, return receipt requested at the address provided herein, or such other address as may hereafter be furnished by either party to the other.   Notices must be delivered to the Attention of Customer Relations at the address of Proximiti, Inc. 205 South Hoover Blvd., Suite 300, Tampa, Florida, 33609.  

(G) Publicity - Customer hereby authorizes Proximiti to publicize the fact of this Agreement and any Service Proposal or Service Order, in general news releases, brochures, photographic coverage and verbal announcements.  

(H) Entire Agreement - The terms of this Agreement and any attachments hereto, including any Service Proposal or Service Order, constitute the entire agreement between the parties concerning the subject matter hereof, and this Agreement may be modified only in a writing signed by both parties. By its signature below Customer acknowledges that it has read and accepts the foregoing terms and conditions.  

(I) Law - The capitalized term "Law" as used in this Agreement means any code, law, ordinance, regulation, reporting or licensing requirement, rule or statute (as such may be amended from time to time) applicable to an individual, entity or association or to an individual's, entity's or association's assets, properties, liabilities or business, including those promulgated, interpreted or enforced by any regulatory authority, including any judicial or regulatory interpretation of any of the same and including the common law and including.  

(J) Regulatory Authority - The capitalized term "Regulatory Authority" as used in this Agreement means (as to any subject matter or individual, association or entity) any court, any governmental, regulatory or administrative agency, any commission, authority or instrumentality or any other public body, domestic or foreign, having jurisdiction over such subject matter or person.  

(K) Construction - This Agreement will be construed without regard to which party was responsible for its preparation.   Wherever from the context it appears appropriate, each term stated in either the singular or the plural will include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender will include the other genders.   The words "Agreement," "hereof," "herein" and "hereunder" and words of similar import referring to this Agreement refer to this Agreement as a whole, including documents incorporated by reference, and not to any particular provision of this Agreement.   Whenever the word "include," "includes" or "including" is used in this Agreement, it will be deemed to be followed by the words "without limitation."   The various headings contained in this Agreement are inserted solely for convenience of reference and in no way define, limit or extend the scope or intent of any of the provisions of this Agreement.  

(L) Survival - The warranties and representations in this Agreement will survive the execution of this Agreement and continue without limitation. The obligations and rights of the parties set forth in Sections 4, 5, 7, 8, 9, 10, 11, 12, and 13 will survive and continue notwithstanding the termination, rescission or expiration of this Agreement or any provision of this Agreement.  

14. Certain equipment may be subject to third party warranties, which may be passed through Proximiti to you at no additional charge.   Proximiti will comply with all reasonable requirements necessary to effect the pass-through of the warranty to you.   At its sole option within the initial term, Proximiti or its agent may replace a defective modem, gateway or telephone adapter on behalf of the manufacturer, provided you follow all applicable procedures.   You may be required to provide a valid credit card or other form of payment.  

This warranty does not cover defects resulting from (i) acts outside of Proximiti's control, (ii) use contrary to specifications or instructions or (iii) repair or modification by anyone other than Proximiti or its contractor.   Proximiti reserves the right to modify this warranty at any time.   Proximiti will not be responsible for any equipment damaged by any naturally occurring event such as lightning, flood, earthquake or other events out of Proximiti’s control, such as fire, power surges, or the acts of others.   The Service is provided on an "AS IS" and "AS AVAILABLE" basis.   Proximiti does not warrant that the Service will be uninterrupted, error-free or free of viruses, or other harmful components.  

PROXIMITI MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SERVICE OR ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH PROXIMITI OR THE INTERNET GENERALLY.   NO ADVICE OR INFORMATION GIVEN BY PROXIMITI OR ITS REPRESENTATIVES WILL CREATE A WARRANTY.   PROXIMITI AND ITS EMPLOYEES ARE NOT LIABLE FOR ANY COSTS OR DAMAGES OF ANY KIND ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICES OR THE INTERNET INCLUDING ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.   IN ANY EVENT, PROXIMITI'S CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID DURING A ONE-YEAR PERIOD.   PROXIMITI WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM OTHER USERS ACCESSING YOUR COMPUTER; SECURITY BREACHES; EAVESDROPPING; DENIAL OF SERVICE ATTACKS; INTERCEPTION OF TRAFFIC SENT OR RECEIVED USING THE SERVICE; YOUR RELIANCE ON OR USE OF THE SERVICE OR THE PROVIDED DEVICE, OR THE MISTAKES, OMISSION, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSIONS, OR ANY FAILURE OF PERFORMANCE OF THE SERVICE OR THE PROVIDED DEVICE; THE USE OF THE SERVICE OR THE PROVIDED DEVICE BY YOU OR A THIRD PARTY THAT INFRINGES ON THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS, PROPRIETARY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY; THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL SERVICES, PRODUCTS, AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE PROVIDED THROUGH THE SERVICE OR THE INTERNET.  

15. Entire Agreement - This Agreement, including any Service Schedule(s) and Customer Order(s) executed hereunder, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service, which are of no further force or effect.   All Service Schedules, whether attached hereto or executed between the parties after the Effective Date, are integral parts hereof and are hereby made a part of this Agreement.  

TERM AGREEMENT 

If Customer cancels or terminates any of the Services before expiration of the Initial Term, or before the applicable expiration period set forth in a Service Proposal or Service Order, or if this Proximiti Service Agreement is or any of the Services are terminated by Proximiti for material breach by Customer prior to the end of the Initial Term or any subsequent renewal term, Customer agrees to pay Proximiti a termination charge as follows: (a) all disconnection, early cancellation or termination charges reasonably incurred by Proximiti on Customer's behalf, plus (b) the amount determined based on the table below.  



All termination charges will be due and payable within 30 days of the effective date of termination.

The term of this Agreement will commence upon the date this Agreement is executed by both parties (the "Effective Date") and will continue until the expiration of months thereafter (the "Initial Term") (or, if later, the expiration or termination date set forth in any Service Proposal or Service Order), unless sooner terminated as provided in Section 5 of the Proximiti Service Agreement. Upon at least 90 days notice before the end of the Initial term, Customer may indicate its desire to transition to month-to-month service at the end of the Initial Term. After completion of the Initial Term and continuation of service on a month-to-month basis, either party may terminate month-to month service upon 90 days written notice. 

PAYMENT AGREEMENT

NOW, THEREFORE, in consideration of the continued use of services from Proximiti by Customer, Proximiti and Customer hereby agree as follows:

Applicability - This Service Schedule is applicable to all services ordered from Customer to Proximiti under the Proximiti Service Agreement and Service Schedules between Customer and Proximiti. This schedule supersedes any previous provisions if such provisions are in conflict.

Advanced Payment - Customer shall prepay to Proximiti the initial payment specified in the accepted quote within 5 business days of execution of this agreement, but in all cases prior to the activation of any services. Failure of Customer to provide advance payment Proximiti may cancel the Customer's order, with no liability.

Credit Application - Customer shall complete the credit application, which Proximiti will review and either approve or disapprove. If the applicaiton is disapproved, Proximiti will not accept the order.

Credit Limit - Upon credit approval, Customer's credit limit is initially set to 2.5 times the quoted monthly service cost. Proximiti, at its sole discretion, may adjust this credit limit based on a number of factors, including but not limited to, Customer's usage patterns and payment history. Customer shall at all times make timely payments to avoid exceeding this credit limit. Proximiti at its discretion may Freeze the account at any time when the Available Credit does not meet this condition, with no notice, and no liability to Proximiti.

1. Upon notice from Proximiti to Customer that it has suspended/frozen, or disconnected the delivery of services, Customer may, for a period of five business days from date of notification, have its services connected by providing sufficient funds to Proximiti to meet the requirements for service restoration.

2. If after suspension or termination of the delivery of Services, Customer fails to provide sufficient funds to Proximiti to meet the requirements of restoration of service, Proximiti may terminate the Service Agreement.

Billing Period - Proximiti will provide Customer with summary and detail billing every month. Summary billing shall be in the form of summary detail of charges, any fees, taxes, surcharges or other applicable charges to which the customer may be responsible to Proximiti for. Such summary Invoice shall be supplied to Customer via email or other electronic submission, and any additional itemizations such as Call Detail records will be made available in such a fashion that customer may obtain them via email. Monthly billing shall include detail of charges, any fees, taxes, surcharges or other applicable charges to which the customer may be responsible to Proximiti for. Monthly billing Invoice shall be supplied to Customer via facsimile and/or email.

Net Payment Days - Customer agrees to have payment received by Proximiti within 30 days from the date the Proximiti bill is dated.

Late Fee Charges - Late Fees shall be applied to all balances once payment has not been received within prescribed terms set by Proximiti for Customer, and then again thereafter on a 30 day cycle recurring every 30 days.

Non-Payment - Upon Non-Payment as prescribed in the Proximiti Service Agreement, and upon the terms of notification in the Proximiti Service Agreement, Proximiti may disconnect service with no liability to Proximiti.

Reversal of Funds - At any time upon any Reversal of Funds, Proximiti may immediately disconnect service or modify any Payment Terms to Customer with no liability to Proximiti.

Holidays and Official Bank Closings - If a due date should fall on a legal holiday in which the NYSE (New York Stock Exchange) is closed, or on a weekend where banking facilities remain closed, the following date in which the NYSE or the bank is open for business shall become the valid due date.

Adverse Change - Any adverse change in Customer's financial status or ability to pay for services provided by Proximiti shall allow Proximiti, at its option, to modify the terms of this Schedule.

Unpaid Amounts - If the customer terminates service with Proximiti and the customer account is not collected in full (as well as any late fees assessed), the remainder due will be provided to a collection agency and the customer will be liable for the additional collection fees and/or legal fees.

Payment Method - Proximiti requires payment for services and equipment using credit cards. If Customer chooses to pay via check or money order an additional pay by check fee may apply.

Miscellaneous

Governing Law - Each of the parties hereby (i) irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the federal or state courts sitting in Hillsborough County, Florida, the United States of America and any court to which an appeal may be taken in any such litigation, and (ii) by execution and delivery of this Agreement, irrevocably submits to and accepts, with respect to any such action or proceeding, for itself and in respect of its properties and assets, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction.

Effect - Upon effectiveness of this SCHEDULE, from and after the fate hereof, each reference in the Proximiti Service Agreement (PSA) to "this Agreement," "hereunder," "hereof," or words of like import shall mean and be a reference to PSA and SCHEDULES as amended hereby, and each reference in the PSA and SCHEDULES to the "the PSA" or "SCHEDULES," or "Pricing," "there under," "thereof" or words of like import shall mean and be a reference to the PSA and SCHEDULES as amended hereby.

Conflict of Terms - In the event of any inconsistency between the provisions of this Schedule and any provision of the PSA or SCHEDULES, the terms and provisions of this Schedule shall govern and control.

DEFINITIONS

"Balance" means any and all charges billed, unbilled, disputed amounts, fees, taxes and surcharges, minimum commitments added together, providing a total sum of money owed to Proximiti by Customer.

"Available Credit" means the total equal to the computation of all payments received by Customer, with the subtraction of all charges as defined as Balance, plus any additional services which may have pending charges, and estimated taxes.

"Past Due" means any Balance due and owing to Proximiti in which the payment for has not been received and cleared by Proximiti, past the due date as specified on charges applied to Customer.

"Account Freeze" means the act of Proximiti denying service to Customer with no liability to Proximiti.

"Billing Period" means the total number of days Proximiti will accumulate charges and provide an Invoice to customer. "Net Payment Days" means the total number of days Customer has to remit, and Proximiti to receive payment from Customer for a Billing Period.

"Late Fee" means an amount equal to 1.5% per month, applied to Past Due amounts.

"Bill Date" shall mean the date in which Proximiti supplied Invoice, Summary Invoice, or other detailed correspondence requesting payment for service. "Due Date" shall mean the Bill Date plus the Net Payment Days on which payment for services is to be received by Proximiti.

"Reversal of Funds" means the act of any payment being received by Proximiti or its banking entities, and such payment being reversed in part or in whole.

"Late Payment" means the receipt of any payment after the Due Date by Proximiti.   

30-DAY MONEY-BACK GUARANTEE 

Proximiti strives to provide your company with the best services and equipment possible. But if for some reason, you are unsatisfied with your service and would like to cancel your service within the first 30 days of activation, we offer this guarantee.

Money Back Guarantee: Limitations and Conditions

For business cutomers only, we offer a 30-Day Money-Back Guarantee from the date of initial certification of your Voice Services and Equipment. We will refund the activation fee, the monthly charge for the first month of Service, the equipment and shipping charges, and the termination fee provided the following conditions are met:

• You have not exceeded 1,000 minutes of usage;
• You cancel your Service within the applicable period;
• You return the Device or Devices to us in original condition, normal wear and tear excluded, within 14 days after the cancellation of your Service;
• The Device or Devices shall be returned in the original packaging with the UPC or bar code intact and is accompanied by all components, accessories, parts, manuals, registration cards and other documentation; and
• Prior to returning the Device or Devices to us, you obtain a valid authorization number from our Customer Care department, which can be reached at BusinessCare@proximiti.com or 1-866-377-0458.

Your service will be canceled immediately after the generation of the authorization number unless existing telephone numbers have been transferred to Proximiti:

• If existing telephone numbers have been transferred to Proximiti, the customer is responsible for contacting an alternate provider to have their numbers transferred away within 30 days of the cancellation request to invoke the 30-Day Money-Back Guarantee and the creation of the authorization number. Otherwise, Proximiti will discontinue service on the 31st day after the authorization number has been created.
• Any service or usage charges accrued by the customer after the authorization number has been created and prior to the transferring away of the customer numbers must be paid before the refund can be issued.

Guarantees for Broadband Service are covered in the Proximiti Broadband Connect Service Level Agreements and are not part of this 30-Day Money-Back Guarantee.

Federal excise taxes and any other applicable taxes cannot be refunded. You will be responsible for any charges for international usage, payphone calls to Proximiti Toll-Free numbers and Directory Assistance. We reserve the right to terminate or revoke this Money-Back Guarantee at any time, without prior notice.