Residential Master Service Agreement

This Residential Master Service Agreement (together with any schedules, exhibits, and attachments, "Agreement") is entered into by and between the Customer identified on the applicable Service Order ("Customer”) and Silver Star Telecom, LLC, ("COMPANY").

1. Service

a. Customer hereby orders and COMPANY hereby agrees to provide the COMPANY services described in the Service Order Attachment(s) (“Service Order”) to this Agreement (the “Services”). Each Service Order shall incorporate by reference, and shall be subject to, the terms and conditions of this Agreement and shall clearly set forth the term, pricing, service type and location(s), monthly recurring charges (“MRC”), non-recurring charges, other incidental or additional charges, and any additional specific terms for the Services. Additional work ordered by the Customer but not contained in the applicable Order will be covered by a separate order and invoice. Any purchase order submitted by the Customer to COMPANY shall be used only for invoice processing and order purposes.

b. All Service Orders shall be subject to availability and acceptance by COMPANY. COMPANY reserves the right, in its sole reasonable discretion, to reject any Service Order prior to the installation of Service date. COMPANY will make commercially reasonable efforts to install Services on the date set forth in the Order; however, COMPANY cannot provide, and hereby disclaims, any representations or warranties that Services will be installed and provisioned on Customer’s desired installation date. If Customer delays the installation of Services, certain fees and facility reservation charges may be charged to Customer. Installation of Services occurs at the location where COMPANY’s facilities interconnect with Customer’s or any third party’s facilities. Upon the date of the installation of Services ("Activation Date"), COMPANY shall provide the Services at the locations set forth for the number of months set forth (“Service Term”) as detailed on the Order(s).

c. COMPANY is not responsible for the quality of transmission or signaling on the Customer’s side of the network interface between COMPANY and Customer. Service is furnished subject to the availability of the Service components required, and subject to operational and system constraints. Additional Service Order Attachment(s) shall be considered part of this Agreement at the time each such Attachment has been signed by Customer and accepted by COMPANY.

2. Equipment

a. The COMPANY Equipment(including radio antenna, support mast, power supply, hub/switch, cable) provided in connection with the Services will at all times remain the property of COMPANY or its designee. Customer acknowledges that the COMPANY equipment is merely a means through which the Service is provided by COMPANY and may be removed or changed by COMPANY at its discretion as it deems appropriate. Customer agrees not to use the COMPANY Equipment for any purpose other than the use of Service pursuant to this Agreement. Customer further agrees that it will not damage, tamper with, remove any COMPANY Equipment, including any identifying plates, tags or labels. Customer shall not permit any liens on COMPANY Equipment, and any such lien will be discharged by Customer within ten (10) days of notice of filing. Failure to discharge any such lien is a material breach of this Agreement, and may result in immediate termination. Upon termination of the Service(s), Customer shall, upon receipt of notice from COMPANY, provide reasonable access to COMPANY to recover the COMPANY Equipment, in accordance with the instructions in the notice. Customer’s damage to the COMPANY Equipment (reasonable wear and tear excepted) or failure to return the equipment, as directed, shall constitute Customer acceptance of ownership of and responsibility for the equipment, and COMPANY may invoice Customer for the then fair market value of such equipment. Any relocation of the COMPANY Equipment must be done by COMPANY, which may require an additional charge. COMPANY reserves the right to substitute, change or rearrange any equipment or facilities used in delivering Services that does not affect the quality, cost or type of Services. COMPANY will manage its network in COMPANY’s sole discretion.

b. COMPANY shall have no obligation to provide, maintain or service the Customer Equipment in connection with the Service.

3. Billing and Payment for the Services

a. Rates and charges are described in the applicable Order. COMPANY will send Customer a single monthly invoice in advance for all amounts due and owing for the Services rendered under the terms of this Agreement; except for usage-sensitive charges, which are billed in arrears. Surcharges and assessments which are not required by regulatory agencies, but which COMPANY is permitted to charge to recover expenses, may be applied and adjusted from time to time. All such charges will be set forth on a detailed invoice. All amounts and charges set forth in the invoice are referred herein as the “Charges.” Customer is liable for all Charges due to COMPANY under this Agreement. COMPANY may bill Customer for billing corrections or adjustments to Charges for the Services rendered not later than one hundred eighty (180) days after the last day of the billing cycle during which COMPANY provided the Service(s) to the Customer, unless a different period is required by federal, state, or local laws, regulations, rulings, orders or other actions of governmental agencies (“Applicable Law”).

b. Billing for partial months is pro-rated based on calendar month. All payments shall be due and payable in U.S. currency within thirty (30) days after the bill date (“Due Date”), except as otherwise provided below with respect to Billing Disputes. COMPANY may add interest charges to any past due amounts. Interest charges not to exceed 1.5% monthly charged on the unpaid balance not paid by the Due Date. If the interest rate set out above exceeds the maximum rate allowable by law, then the interest chargeable shall be equal to the maximum rate allowed by law. Customer shall reimburse COMPANY for reasonable attorney's fees and any other costs associated with collecting delinquent or dishonored payments. Restrictive endorsements or other statements on checks accepted by COMPANY will not apply. COMPANY may terminate service for Customer’s failure to pay following the suspension period. Termination charges in section 4 would apply.

c. To dispute a charge on a bill, Customer must identify the specific charge in dispute and provide a full written explanation of the basis for the dispute using a standard COMPANY billing dispute form within 30 days after the bill date. Customer may withhold payment of the disputed portion of the Charges, subject to a good faith dispute provided: (a) Customer submits the billing dispute, using a standard COMPANY billing dispute form, within thirty (30) days after the bill date; (b) Customer pays the undisputed portion of all charges; and (c) Customer cooperates reasonably with COMPANY’s efforts to investigate and resolve the dispute. If COMPANY determines that a disputed charge was billed in error, COMPANY shall issue a credit to reverse the amount incorrectly billed. If COMPANY determines that a disputed charge was billed correctly, payment shall be due from Customer within five days after COMPANY advises Customer in writing that the dispute is denied.

d. COMPANY may require Customer, during the term of this Agreement, to tender a deposit in an amount not to exceed 2 months estimated MRC. COMPANY will rely upon commercially reasonable factors to determine the need for and amount of any deposit. These factors may include, but are not limited to, payment history, number of years in business, history of service with COMPANY, bankruptcy history, current account treatment status, financial statement analysis, and commercial credit bureau rating, as well as commitment levels and anticipated monthly charges. Any deposit will be held by COMPANY as a guarantee for the payment of charges. A deposit does not relieve Customer of the responsibility for the prompt payment of bills.

e. Customer shall pay any applicable local, state and federal taxes, levied upon the sale, installation, use or provision of the Services, except to the extent Customer provides a valid tax exemption certificate to SST prior to the delivery of Services. Customer shall not be required to pay any taxes assessed on SST’s income. Gross Receipts Taxes will be charged to Customer in the same manner as that provided in the AT&T Tariff F.C.C. No.1, Section 2.5.14, as amended from time to time.

4. Termination; Early Termination

a. This Agreement shall be legally binding when signed by both parties and will remain in effect for the longest Service Term specified in the Service Order, or until otherwise terminated as provided below.

b. Except as provided herein, in the event Customer cancels all or a part of the Services prior to Activation Date, COMPANY will charge Customer a cancellation fee equal to one (1) month’s MRC for the cancelled Services, plus any installation costs, and any other costs incurred by COMPANY, whether previously waived or not, and any third party charges incurred by COMPANY with respect to such cancelled Services.

c. If the Service is terminated by Customer during the Service Term then Customer shall be liable for: (a) 100% of the total MRC; and (b) all applicable surcharges and taxes for the Service Term or the Renewal Service Term (as defined directly below) then remaining for the terminated Services, plus any activation, installation costs, and all other fees or costs incurred by COMPANY that under the terms of the applicable Order are chargeable to Customer, less amounts already paid by Customer with respect to such charges for the terminated Services. Collectively, (a) and (b) are the “Termination Charges.” The Service Term will automatically renew on a month to month basis (“Renewal Service Term”), at the same MRC as set forth in the applicable Service Order, unless either party provides 60 days prior notice of termination.

5. Default

If either party breaches any material term of this Agreement and the breach continues unremedied for 30 days after written notice of default, the other party may terminate for cause any Service materially affected by the breach. If Customer is in breach of its payment obligations (including failure to pay a required deposit), and fails to make payment in full within 5 days after receipt of written notice of default, COMPANY may, at its option, terminate the Agreement, terminate affected Attachments, suspend Service under the affected Attachments, and/or require a deposit, advanced payment, or other satisfactory assurances in connection with any or all Attachments as a condition of continuing to provide Services; except that COMPANY will not take any such action as a result of Customer's non-payment of a charge subject to a timely billing dispute, unless COMPANY has reviewed the dispute and determined that the charge is correct. The Service may be terminated by COMPANY immediately upon written notice if the Customer has become insolvent or involved in a liquidation or termination of its business, or adjudicated bankrupt, or been involved in an assignment for the benefit of its creditors. Customer shall be liable to COMPANY for Termination Charges, as specified in Section 4. In the event that COMPANY terminates Service Order Attachments as a result of a breach by Customer. Termination by either party of an Attachment does not waive any other rights or remedies it may have under this Agreement.

6. Customer Representations and Warranties

The Customer represents and warrants that: (a) it is an entity, duly organized, validly existing and in good standing under the laws of its origin, with all requisite power to enter into and perform its obligations under this Agreement in accordance with its terms; (b) neither its equipment nor facilities will pose a hazard to COMPANY's Equipment or create a hazard to COMPANY's personnel or customers or the public in general; (c) its use of the Services will comply and conform with all Applicable Law and any other authorities having jurisdiction over the subject matter of this Agreement and it will be responsible for applying for, obtaining and maintaining all registrations and certifications which may be required by such authorities; (d) unless otherwise agreed to by the Parties, it will not resell all or a portion of the Service(s) provided by COMPANY under this Agreement. Customer will indemnify and hold COMPANY harmless from any and all loss, liability, claim, demand, and expense (including reasonable attorneys’ fees) related to Customer’s violation of this Section.

7. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. SST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. COMPANY DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND CUSTOMER SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS.

8. Indemnification

Customer shall indemnify, defend, and hold harmless COMPANY and its directors, officers, employees, agents, subsidiaries, affiliates, successors and assigns from any and all claims, damages and expenses whatsoever (including reasonable attorneys’ fees) arising on account of or in connection with Customer's use, resale or sharing of the Services provided under this Agreement

9. Limitation of Liability CUSTOMER’S RIGHT TO CREDITS AS MAY BE PROVIDED IN THIS AGREEMENT SHALL BE CUSTOMER’S SOLE REMEDY FOR DAMAGES WITH REGARD TO SERVICE PERFORMANCE ISSUES. COMPANY'S LIABILITY, AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THIS AGREEMENT, WILL BE SOLELY LIMITED TO AN AMOUNT NO GREATER THAN THE AMOUNTS INVOICED TO CUSTOMER BY COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF ANY CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTAL OR INCIDENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR REVENUES, OR ANY DAMAGES FOR LOST OR DAMAGED FILES OR DATA, OR ANY DAMAGES ATTRIBUTABLE TO THE USE OR INABILITY TO USE THE SERVICE OR ANY INFORMATION OBTAINED THEREBY, EVEN IF COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

10. Acceptable Use; Intellectual Property

a. Use of the COMPANY Equipment or the Service for transmission or storage of any information, data or material in violation of any federal, state or local law or regulation is prohibited. Customer shall not use the COMPANY Equipment or the Service, directly or indirectly, to undertake or accomplish any unlawful purpose or in violation of any posted COMPANY policy applicable to the Service.

b. 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 or used in connection with the Service.

c. Customer acknowledges that Customer’s use of the Service does not give Customer any ownership or other rights in any Internet/on-line addresses provided to Customer, including but not limited to Internet Protocol (IP) addresses, e-mail addresses, and web addresses. COMPANY may modify or change such addresses at any time and shall in no way be required to compensate Customer for such changes.

11. Confidentiality

“Confidential Information” means all information, including the Agreement, regarding the telecommunications needs of Customer and the Services that COMPANY offers under the Agreement which is disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), to the extent that such information is marked or identified as confidential or proprietary. Notwithstanding the foregoing, all written or oral pricing and contract proposals exchanged between the Parties shall be deemed Confidential Information, whether or not so designated. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. Information that (i) is independently developed by the Receiving Party, (ii) is lawfully received by the Receiving Party free of any obligation to keep it confidential, or (iii) becomes generally available to the public other than by breach of this Agreement, shall not be considered Confidential Information. A Receiving Party, including its officers, directors, employees, partners, affiliates, agents and representatives, shall hold all Confidential Information in confidence from the time of disclosure until three (3) years following its disclosure. During that period, the Receiving Party: (a) shall use such Confidential Information only for the purposes of performing its obligations under this Agreement; (b) shall reproduce such Confidential Information only to the extent necessary for such purposes; (c) shall restrict disclosure of such Confidential Information to employees that have a need to know for such purposes; (d) shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in this Agreement or as required by law; and (e) shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use or publication of Confidential Information. In the event that the Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to law, the Receiving Party will notify the Disclosing Party of the required disclosure with sufficient time for the Disclosing Party to seek relief, will cooperate with the Disclosing Party in taking appropriate protective measures, and will make such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure. Notwithstanding anything in this Article 9 to the contrary, the fact that Customer is a customer of COMPANY shall not be deemed Confidential Information and COMPANY may disclose the same without liability therefor.

12. Force Majeure

In the event that either party’s performance is delayed, prevented, or inhibited because of any Act of God, fire, casualty, delay or disruption in transportation, flood, war, strike, lockout, epidemic, destruction or shut-down of facilities, shortage or curtailment, riot, insurrection, governmental acts or directives, any full or partial failure of any third party communications or computer network or any other cause beyond such party’s reasonable control (“Force Majeure”), the party’s performance will be excused and the time for the performance will be extended for the period of delay or inability to perform resulting from such occurrence. The occurrence of such an event will not constitute grounds for a declaration of default by either party hereunder; however, in the event that such Force Majeure event continues for in excess of thirty (30) days, the party that is not the subject of the Force Majeure event may terminate the Services that are the subject of the Force Majeure event without liability for termination.

13. General Terms and Conditions

This Agreement incorporates all accepted Service Orders between the parties, any attachments, policies and procedures found on COMPANY’s website: www.silverstartelecom.com under Support, Legal Information, and comprises the entire agreement between the Parties. COMPANY may amend this MSA, without notice, by posting a revised Agreement on www.silverstartelecom.com. Customer’s continued access to and use of the Services after the amendment has been posted constitutes Customer’s acceptance of the revisions of this Agreement and Customer expressly agrees that: (a) Customer will be deemed to have accepted the revisions, with no additional written agreement or express acknowledgement required; and (b) Customer will continue to be responsible for all MRC and Charges. This Agreement and its exhibits constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and supersede and replace any and all prior written or verbal agreements. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties and the remainder of the provisions shall remain in full force and effect. This Agreement shall be governed by the laws of the state of Washington without regard to its conflicts of laws principles. Any dispute arising out of this Agreement shall be brought in the state or federal courts having jurisdiction within Clark County, Washington. Unless otherwise permitted under applicable law, any legal action arising under this Agreement must be initiated within two (2) years after the cause of action arises. All obligations of the parties under this Agreement, which, by their nature, would continue beyond the termination of this Agreement, including without limitation, those relating to Limitation of Liability (Section 9) and Indemnification (Section 8), shall survive such termination. COMPANY’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. In the case of a notice to COMPANY, all notices under this Agreement will be in writing and will be made by personal delivery, overnight delivery, or certified mail with a copy to Silver Star Telecom LLC, 16420 SE McGillivray, Suite 103-233, Attn: President. COMPANY shall notify Customer of any change in this contact address for purpose of notices under this Agreement using the method of notice called for in this Section 10. Delivery will be deemed to occur upon receipt. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Customer may not assign, or otherwise transfer, this Agreement in whole or in part without COMPANY’s prior written consent. Any attempt to do so shall be void. All representations, warranties and limitations of liability contained in this Agreement shall survive the termination of this Agreement, as well as any other obligations of the parties hereunder which, by their terms, would be expected to survive such termination or which relate to the period prior to termination. Customer has been provided with the opportunity to review and negotiate this Agreement and consult counsel; therefore, in the event of any ambiguities, no inferences shall be drawn against COMPANY. Customer may not assign this Agreement without the prior written consent of COMPANY.

Residential MSA v.1 Effective Date: March, 2018