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					                   Norstan Communications, Inc. d/b/a Black Box Network Services

 Black Box Network Services Terms and Conditions (“General Terms”) applicable to the furnishing
                 of Hosted VoIP Services within the U.S. operating territory of
                Norstan Communications, Inc. d/b/a Black Box Network Services
                                             Rev. 1
                                  (Effective January 8, 2010)

The Hosted VoIP Services referenced in these General Terms will only be offered to a Customer located in
the United States by Norstan Communications, Inc. d/b/a Black Box Network Services, a Minnesota
corporation, with offices located at 5101 Shady Oak Road, Minnetonka, MN 55343 (“Black Box”). The
Agreement (as defined below) between Customer and Black Box sets forth the legal rights and obligations
governing Black Box’s provisioning and delivery of VoIP and related services (“Service(s)”) to Customer,
Customer’s use of such Services and use of any devices used in conjunction with the Services, such as an
IP telephone, Multimedia Terminal Adapter, Analog Telephone Adapter, switch, router or any other IP
connection device (collectively, “Devices” or “Equipment”). This Agreement consists of these terms and
conditions, signed Service Activation Form(s) (“Order”), the Service Level Agreements (“SLAs”) and
other terms and conditions set forth at (www.blackbox.com/vsterms) (collectively, the “Agreement”), and
all such documents shall be incorporated into this Agreement by reference and shall become a part of this
Agreement during the Term (as defined herein).

1.0      AGREEMENT

1.1   THESE GENERAL TERMS AND CONDITIONS MAY BE MODIFIED FROM TIME TO
TIME AT BLACK BOX’S DISCRETION OR AS REQUIRED BY LAW WITHOUT NOTICE.
CUSTOMER AGREES TO BE BOUND BY SUCH CHANGES, AS THEY PERTAIN TO THE
PARTICULAR SERVICES CUSTOMER CHOOSES NOW OR MAY CHOOSE IN THE FUTURE.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY
CHANGE DIMINISH ANY APPLICABLE SERVICE LEVEL AGREEMENTS ENTERED INTO AT
THE TIME OF ANY ORDER. CUSTOMER AGREES THAT ACCEPTANCE OF THIS AGREEMENT
CONSTITUTES CONSENT TO THE USE OF CUSTOMER’S ELECTRONIC RECORDS.

2.0      EMERGENCY SERVICES – 911 DIALING

2.1      Non-Availability of Traditional 911 or E911 Dialing Services. The Service does not
support traditional 911 or E911 access to emergency services; however, Black Box offers a feature known
as “911 Dialing” which is a limited emergency calling service available only on Black Box certified
Devices or Equipment. The 911 Dialing feature may not work at all when used in conjunction with a Soft
Phone, Virtual Numbers or Customer-provided Devices or Equipment not pre-approved by Black Box in
accordance with Section 3 of this Agreement. The Black Box 911 Dialing feature is not automatic;
Customer must separately take affirmative steps, as described in this Agreement and on Black Box’s
website, to register the address where Customer will use the Services in order to activate the 911 Dialing
feature. Customer must perform this procedure in conjunction with initiation of the Service. Customer
must perform this procedure for each Black Box telephone number that Customer obtains.

2.1.1  The 911 Dialing feature of the Service is different in a number of important ways
from traditional 911 or E911 services as described herein.

2.1.2     Customer shall inform employees, visitors, household residents, guests and other third persons
who may be present at the physical location where Customer utilizes the Service of (i) the non-availability
of traditional 911 or E911; and (ii) the important differences in and limitations of the 911 Dialing feature as
compared with traditional 911 or E911 dialing. The documentation that accompanies each Device that
Customer purchases should include a sticker concerning the potential non-availability of traditional 911 or
E911 dialing (the “911 Sticker”). It remains Customer’s responsibility, in accordance with the instructions
that accompany each Device, to place the 911 Sticker on each Device that Customer uses with the Service.



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If Customer did not receive a 911 Sticker with a Device, or Customer requires additional 911 Stickers,
please contact the Black Box Customer Care Department.
2.2       Registration of Physical Location Required. For each telephone number that Customer
uses for the Service, Customer must register with Black Box the physical location where Customer will be
using the Service with that telephone number. When Customer moves the Device to another location,
Customer must register the new location. If Customer does not register its new location, any call Customer
makes using the 911 Dialing feature may be sent to an emergency center near Customer’s old address.
Customer must register its initial location of use for each Device prior to initiation of Service for that
Device. Thereafter, Customer may register a new location by following the instructions from the “911”
registration link on Customer’s Black Box web account page or by calling the Black Box Customer Care
Department to register the new location. For purposes of the 911 Dialing feature, Customer may only
register one location at a time for each telephone line Customer uses with the Service.

2.3      Confirmation of Activation Required. Customer’s Service, including the 911 Dialing
feature, will not be activated for any telephone line that Customer is using with the Service, unless and until
Customer receives an email from Black Box confirming that the Service, including the 911 Dialing feature,
has been activated for that telephone line.

2.4      How Emergency Personnel are Contacted. Black Box contracts with a third party to use
the address of Customer’s registered location to determine the appropriate emergency response center and
then routes Customer’s call to an emergency response center serving Customer’s location. When the center
receives Customer’s call, depending on the capability of the particular call center, the operator may not
automatically receive Customer’s address or telephone number. Therefore, Customer may have to provide
its address and telephone number in order to get help. Customer hereby authorizes Black Box to disclose
Customer’s 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 Customer’s registered location.

2.5      Service Outages.

2.5.1    Service Outage 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, Customer
may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing.

2.5.2 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
Customer’s broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning.

2.5.3    Service Outage Due to Suspension or Termination of Customer’s Account. Service
outages due to suspension or termination of Customer’s Black Box account will prevent all Service,
including 911 Dialing, from functioning.

2.5.4  Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other
Acts. Customer’s 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 Customer alerts Black Box to this situation, Black Box will attempt to work with Customer to
resolve the issue. During the period that the ports are being blocked or Customer’s Service is impeded, and
unless and until the blocking or impediment is removed or the blocking or impediment is otherwise
resolved, Customer’s Service, including the 911 Dialing feature, may not function. Customer acknowledges
that Black Box is not responsible for the blocking of ports by Customer’s ISP or broadband provider or any
other impediment to Customer’s usage of the Service, and any loss of service, including 911 Dialing, that
may result. In the event Customer loses service as a result of blocking of ports or any other impediment to
Customer’s usage of the Service, Customer will continue to be responsible for payment of the Service
charges unless and until Customer terminates the Service in accordance with this Agreement.


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2.5.5    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.

2.6   Re-Activation Required if Customer Changes Customer’s Telephone Number or
Adds or Ports New Telephone Numbers. 911 Dialing does not function if Customer changes its
telephone number or if Customer adds or ports new telephone numbers to its account, unless and until
Customer successfully registers its location of use for each changed, newly added or newly-ported
telephone number.

2.7     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.

2.8       Possible Lack of Automatic Telephone Number Identification. It may or may not be
possible for the local emergency personnel to automatically obtain Customer’s telephone number when
Customer uses 911 Dialing. The Black Box system is configured to send the automatic number
identification information; however, one or more telephone companies, not Black Box, 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 Customer’s 911 Dialing call may not be able to
automatically obtain Customer’s telephone number and call Customer back if the call is not completed or is
not forwarded, is dropped or disconnected, if Customer is unable to speak to tell the operator Customer’s
telephone number or if the Service is not operational for any reason.

2.9       Possible Lack of Automated Location Identification. It may or may not be possible for
the local emergency response center to automatically obtain Customer’s address that it registered for 911
Dialing when Customer uses 911 Dialing. The Black Box system is configured to send the registered
address; however, one or more telephone companies, not Black Box, 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 Customer’s 911 Dialing call may not be able to automatically obtain
Customer’s registered address, including if the call is not completed or is not forwarded, is dropped or
disconnected, if Customer is unable to speak to tell the operator Customer’s address or if the Service is not
operational for any reason.

2.10     Disclaimer of Liability and Indemnification. Black Box does not have any control over
whether, or the manner in which, calls using its 911 Dialing service are answered or addressed by any local
emergency response center. Black Box disclaims all responsibility for the conduct of local emergency
response centers and the national emergency calling center. Black Box relies on third parties to assist Black
Box in routing 911 Dialing calls to local emergency response centers and to a national emergency calling
center. Black Box disclaims 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 Black Box nor its officers or employees may
be held liable for any claim, damage or loss, and Customer hereby waives any and all such claims or causes
of action arising from or relating to the 911 Dialing service, unless such claims or causes of action arose
from Black Box’s gross negligence or willful misconduct. Customer shall defend, indemnify and hold
harmless Black Box, together with its parent and subsidiary companies and companies under common
control with any of the foregoing and its and their shareholders, officers, directors, employees,
subcontractors, vendors, insurers, attorneys and agents and any other service provider who furnishes
services to Customer in connection with the Service, from any and all claims, losses, damages, fines,
penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, Customer 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 to
access emergency service personnel.




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2.11     Alternate 911 Arrangements. If Customer is not comfortable with the limitations of the 911
Dialing service, Customer should consider having an alternate means of accessing traditional 911 or E911
services or terminating the Service.

2.12   Traditional 911 or E911 Service Acknowledgement. By signing this Agreement, the
applicable Service Activation Form or utilizing this Service, Customer acknowledges that it
has received and understands the advisory set forth in this Section 2 hereof regarding the
circumstances under which traditional 911 or E911 service may not be available through
the Service or is limited by comparison to traditional 911 or E911 service.

3.       SERVICE

3.1      Use of Service. Customers are responsible for supplying, operating and supporting the Devices
for use with the Service. Use of any Device in connection with the Service must be pre-approved by Black
Box in writing. Customer shall not resell or transfer the Service to another party without Black Box’s prior
written consent. Customer is prohibited from using the Service for auto-dialing, continuous or extensive
call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling),
fax or voicemail broadcasting or fax or voicemail blasting.

3.2      Prohibited Uses. Customer shall not use the Service for any unlawful or inappropriate purpose,
including, but not limited to, using the Service in any way that is threatening, abusive, harassing,
defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or any similar behavior. If Black
Box believes that Customer has used the Service for such an unlawful or inappropriate purpose, Black Box
may forward the relevant communication and other information, including Customer’s identity, to the
appropriate authorities for investigation and prosecution. Customer hereby consents to Black Box’s
forwarding of any such communications and information to these authorities. Black Box will provide
information in response to law enforcement requests, subpoenas, court orders, to protect its rights and
property and in the case where failure to disclose the information may lead to imminent harm to the
Customer or others.

3.3       Use of Service by Customers Outside the United States. Although Black Box encourages
Customer to use the Service to place calls to foreign countries from within the United States, Customer is
not authorized to use the Service in any countries other than the United States. If Customer uses the Service
outside of the United States, Customer is in breach of this Agreement and Customer will be solely
responsible for any violations of any applicable laws or regulations and will indemnify Black Box, pursuant
to the terms of Section 7 of this Agreement, for any loss, damage or claim arising from such breach.

3.4      Copyright; Trademark; Software.

3.4.1     Copyright and Trademark. The Service and any related software and all information,
documents and materials on Black Box’s websites are protected by trademark, copyright or other applicable
intellectual property laws and international treaty provisions. All of Black Box’s websites, corporate
names, service marks, trademarks, trade names, logos and domain names (collectively, “marks”) are and
will at all times remain the exclusive property of Black Box or its third party providers. Nothing in this
Agreement grants Customer the right or license to use any marks.

3.4.2     Unauthorized Usage of Software. Customer has not been granted any license to use the software
related to the Service, other than a nontransferable, non-assignable, limited, non-exclusive, fully revocable
license to use such software in object code form for Customer’s internal business purposes strictly in
accordance with the terms of this Agreement. Customer expressly agrees that any Devices are exclusively
for use in connection with the Service and that Black Box will not provide any passwords, codes or other
information or assistance that would enable Customer to use the Devices for any other purpose. Except as
agreed to in writing by Black Box, Customer agrees: (i) not to sell, transfer, rent, lease or sublicense or
otherwise redistribute the Service or any related software or documentation to any third party; (ii) not to
alter or modify the Service; and (c) not to reverse engineer, disassemble, decompile or attempt to derive



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source code or any software, features or components from the Service or archive, copy, transfer or prepare
derivative works therefrom. Customer hereby represents and warrants that Customer has the authority to
enter into this Agreement and that Customer possesses all required rights, including software and/or
firmware licenses, to use the Devices. The Service is protected by copyright laws and international
copyright treaties as well as other intellectual property laws and treaties. No ownership rights in the
Service are transferred to Customer. Customer agrees that nothing in this Agreement or any associated
documents gives Customer any right, title or interest in the Service, except for the limited express rights
granted in this Agreement.

3.5      Tampering with the Device or Service. Customer shall not tamper with any Device or the
Service, including, but not limited to, changing the electronic serial number or equipment identifier of any
such Device, and shall not perform a factory reset of any Device without Black Box’s prior written consent.

3.6      Theft of Service. Customer shall notify Black Box immediately, in writing or by calling Black
Box’s Customer Support Department at (800) 676-8800, if Customer becomes aware at any time that
Customer’s Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner.
When Customer calls or writes, Customer must provide Customer’s account number and a detailed
description of the circumstances of the theft, fraudulent use or unauthorized use of Service. Failure to do so
in a timely manner may result in the termination of Customer’s Service and additional charges to Customer.
Until such time as Black Box receives notice of the theft, fraudulent use or unauthorized use, Customer will
be liable for all use of the Service arising from any and all stolen, fraudulent or unauthorized use of the
Service.

3.7      Number Transfer on Service Termination. Upon the termination of Customer’s Service, Black
Box will port (transfer) Customer’s telephone number to Customer’s new service provider in accordance
with applicable Federal Communication Commission rules and regulations, provided that Customer
remains liable for any outstanding amounts and the Termination Fee (as defined in Section 5.5 herein), if
applicable, each as provided under this Agreement.

3.8      Service Distinctions. The Service is not a telecommunications service. Black Box provides the
Service on a reasonable commercial efforts basis. There are important distinctions between
telecommunications service and the Service. The Service is subject to different regulatory treatment than
telecommunications service. This treatment may limit or otherwise affect Customer’s rights of redress
before regulatory agencies.

3.9      No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not
support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls
or calling card calls). The Service may not support 311, 511 or other x11 (other than certain specified
dialing such as 911 and 411, which are provided for elsewhere in this Agreement) services in any given
service areas.

3.10      No Directory Listing. The telephone numbers Customer obtains from Black Box will not be
listed in any telephone directories. Telephone numbers transferred from Customer’s local telephone
company may, however, be listed. As a result, someone with Customer’s telephone number may not be
able to utilize a reverse directory to look-up Customer’s address.

3.11     Incompatibility With Other Services.

3.11.1 Security Systems. The Service may not be compatible with security systems. Customer may be
required to maintain a telephone connection through Customer’s local exchange carrier in order to use any
alarm monitoring functions for any security system installed in Customer’s business or home. Customer is
responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring
or security system with the Service.

3.11.2 Certain Broadband and Cable Modem Services. The Service may not be compatible with some
broadband services and some providers of broadband service may provide modems that prevent the


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transmission of communications using the Service. Black Box does not warrant that the Services will be
compatible with all broadband services and expressly disclaims any and all express or implied warranties
regarding the compatibility of the Service with any particular broadband service.

3.12     Breach and Termination. Black Box reserves the right to immediately terminate or modify
Customer’s Service if Black Box determines, in its sole and absolute discretion, that Customer has used the
Service or any Device for any prohibited or unauthorized purpose or activity or if Customer has otherwise
breached the terms of this Agreement. In any such instance, Customer shall be responsible for the
Termination Fee (as defined in Section 5.5 herein), if applicable, which will become immediately due and
payable upon termination of Customer’s Service.

4.       TERM

4.1      The term of this Agreement shall be set forth in the applicable Agreement or Order (“Term”) and
the terms and conditions of the applicable Agreement shall apply to any Order executed during the Term,
even if performance under such Order extends beyond expiration of the Term. If neither Customer nor
Black Box provides the other party written notice of cancellation at least thirty (30) days prior to the end of
the then current Term, the Term will automatically renew for an additional period of one (1) year at Black
Box’s then current rate(s).

4.2      Customer is purchasing the Service for full monthly terms, meaning that, if Customer attempts to
terminate Service prior to the end of a monthly term, Customer will be responsible for the full month’s
charges to the end of the then-current month, including, without limitation, unbilled charges, plus a
Termination Fee (as defined in Section 5.5 herein), all of which will immediately become due and payable.
Expiration of the Term or termination of Service will not excuse Customer from paying all accrued and
unpaid charges due under this Agreement.

5.       CHARGES; PAYMENTS; TAXES; TERMINATION

5.1        Billing. When the Service is activated, Customer must provide Black Box with a valid email
address and a credit or debit card number from a card issuer that Black Box accepts. Black Box reserves the
right to stop accepting credit or debit cards from one or more issuers at any time in Black Box’s sole
discretion and without advance notice. If Customer’s credit or debit card expires, Customer closes its
account, Customer’s billing address changes or Customer’s credit or debit card is canceled and replaced on
account of loss or theft, Customer must advise Black Box at once. Black Box will bill certain charges,
applicable taxes, including, but not limited to, excise taxes, and surcharges monthly in advance and other
charges, including, but not limited to, usage-based charges, monthly in arrears to Customer’s credit or debit
card on record. Such charges include, but are not limited to: (i) activation fees; (ii) monthly Service fees;
(iii) international usage charges; (iv) equipment purchases; (v) termination fees; and (vi) shipping and
handling charges. The amount of such fees and charges shall be set forth on the applicable Order.
Notification of monthly invoices will be sent to Customer via Customer’s email address on file with Black
Box. Any usage charges will be billed in increments that are rounded up to the nearest minute except as
otherwise set forth in the rate schedules found on Black Box’s website.

5.2      Billing Disputes. Customer must notify Black Box in writing within seven (7) days after
receiving Customer’s credit or debit card statement if Customer disputes any Black Box charges on that
statement or Customer will be deemed to have waived any right to contest such charges. All notices of
disputed charges must be sent to: Black Box Network Services, 5101 Shady Oak Road, Minnetonka, MN
55343, Attn: Customer Billing Department.

5.3      Payment and Collection.

5.3.1    Payment. Black Box only accepts payment by credit or debit card, unless other payment terms
have been explicitly agreed to in writing by Black Box. Customer’s subscription to the Service authorizes
Black Box to charge Customer’s credit or debit card. This authorization will remain valid until thirty (30)
days after Black Box receives written notice from Customer terminating Black Box’s authority to charge


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Customer’s credit or debit card, whereupon Black Box will charge Customer’s credit or debit card for the
Termination Fee, if applicable, and any other outstanding charges and terminate Customer’s Service. Black
Box may terminate Customer’s Service at any time in Black Box’s sole and absolute discretion if any
charge to Customer’s credit or debit card is declined or reversed, Customer’s credit or debit card expires
and Customer has not provided Black Box with a valid replacement credit or debit card or in case of any
other non-payment of account charges.

5.3.2    Late Payments. Late payments are subject to a late payment charge of the lesser of one and one-
half percent (1.5%) for each thirty (30) day period that they remain unpaid or the maximum permitted by
law.

5.3.3    Collection. If Customer’s Service is terminated, Customer will remain fully liable to Black Box
for all charges pursuant to this Agreement and any and all costs Black Box may incur to collect such
amounts, including, without limitation, collection costs and attorney’s fees.

5.4      Taxes. Customer is responsible for all applicable federal, state, provincial, municipal, local or
other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or
charges, now in force or enacted in the future, that arise from or as a result of Customer’s subscription or
use or payment for the Service or a Device. Such amounts are in addition to payment for the Service and
will be billed to Customer’s credit card as set forth in this Agreement. If Customer is exempt from payment
of such taxes, Customer must provide Black Box with an original certificate that satisfies applicable legal
requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date Black
Box receives such certificate.

5.5       Termination; Discontinuation of Service; Business Downturn Reduction. Black Box reserves
the right, in accordance with applicable law, to suspend or discontinue the Service generally, or to
terminate Customer’s Service, at any time, in Black Box’s sole and absolute discretion, for any reason or
for no reason. If Black Box discontinues the Service generally, or terminates Customer’s Service without a
stated reason, then Customer will only be responsible for charges accrued through the date of such
termination, including a pro-rated portion of the final month’s charges. However, if Black Box terminates
Customer’s Service on account of Customer’s breach of this Agreement or if Customer terminates Services
for reasons other than as explicitly provided for in this Section 5.5, Customer will be responsible for the
Customer’s last full month’s charges multiplied by the number of months remaining in the current Term,
including, without limitation, any and all unbilled charges (“Termination Fee”), all of which will
immediately become due and payable. In the event of a business downturn beyond Customer’s control,
which materially and permanently reduces the size or scope of Customer’s operations and the volume of
Services required by Customer hereunder, Customer may terminate up to a maximum of ten percent (10%)
of the Customer’s Services (i.e., user or seat licenses) within any rolling twelve (12) month period without
liability or implementation of the Termination Fee. By way of illustration and not by limitation, a business
downturn shall not include a change in Customer’s usage of Services hereunder resulting from a decision
by Customer to: (i) reduce its overall use of telecommunications services; (ii) alter its telecommunications
network architecture; or (iii) transfer portions of its telecommunications traffic or projected growth to
service providers or carriers other than Black Box. Customer shall give Black Box immediate notice of the
conditions it believes will require the application of this Section 5.5 and provide copies of documentation
and/or data demonstrating the resulting decrease in usage of Services hereunder.

5.6      100% Satisfaction Guarantee; Limitations and Conditions. Black Box agrees to provide
Customer a three (3) month satisfaction guarantee. Under the terms of this offer, Customer may cancel this
Agreement for any reason, without incurring a Termination Fee (excluding any and all unbilled charges),
within three (3) months of the Agreement’s effective date if Customer is not completely satisfied with the
Services provided by Black Box. For purposes of this offer, a month is equal to thirty (30) calendar days.
In order to be eligible for this offer, Customer’s account must be current (i.e., no balance older than thirty
(30) days) and Black Box must not have provided Services to the Customer for six (6) months prior to the
Agreement’s effective date. In the event Customer is not completely satisfied with the Services provided
by Black Box, Customer must notify Black Box, in writing (via certified or overnight delivery with
signature), no later than three (3) months from the Agreement’s effective date of its intent to discontinue


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the Services. Customer must allow Black Box a minimum of thirty (30) days from the day of Customer’s
notice for cancellation of the Services. After receipt of Customer’s timely notice, Black Box, in
conjunction with termination of Customer’s Service, will waive the applicable Termination Fee (excluding
any and all unbilled charges). Black Box is not liable for any outage or inconvenience to Customer
following termination of Service. Customer is responsible to pay Black Box for all charges for Services
provided to Customer through and including the date of Service termination, including federal excise taxes
and any other applicable taxes in addition to any and all charges for usage fees, including, but not limited
to, local or international usage, calls to Black Box toll free numbers and directory assistance.

5.7      Payphone Charges. If Customer uses Black Box’s “Toll Free” feature or any toll free feature that
Black Box offers in the future, Black Box will be entitled to recover from Customer any charges imposed
on Black Box either directly or indirectly in connection with toll free calls made to Customer’s number.
Black Box may recover these amounts by means of a per-call charge, rounded up to the next cent, or in
such other fashion as Black Box deems appropriate for the recovery of these costs.

5.8      Charges for Conference Bridge Calls. Black Box will charge Customer per minute for each
caller who calls into Customer’s conference bridge. The Customer’s Conference Bridge per minute usage
fee will be the lower of (i) 3.9 cents per minute, or (ii) the per minute Conference Bridge usage fee
determined in Customer’s Order. The per minute usage fee will be calculated based on all participants on
the conference bridge, including on-network and off-network participants.

6.       LIMITATION OF LIABILITY

6.1       Limitation of Liability. Black Box shall not be liable for any delay or failure to provide the
Service, including 911 Dialing, at any time or from time to time, or any interruption or degradation of voice
quality or any other aspects of the Service caused by: (i) an act or omission of an underlying carrier, service
provider, vendor or other third party; (ii) service, equipment, network or facility failure, upgrade,
modification, shortage or relocation; (iii) service, equipment, network or facility failure caused by the loss
of power to Customer; (iv) outage of, or blockage of ports by, Customer’s ISP or broadband service
provider or other impediment to usage of the Service caused by any third party; (v) any act or omission by
Customer or any person using the Service or Devices; or (vi) any other cause that is beyond Black Box’s
control, including, without limitation, a failure of or defect in any Device, the failure of an incoming or
outgoing communication or the inability of communications (including, without limitation, 911 Dialing) to
be connected, completed or forwarded. Black Box’s aggregate liability under this Agreement shall not
exceed the amount of Service charges having accrued during the affected time period.

6.2    Disclaimer of Liability for Damages. IN NO EVENT WILL BLACK BOX, ITS PARENT
AND SUBSIDIARY COMPANIES AND COMPANIES UNDER COMMON CONTROL WITH ANY
OF THE FOREGOING AND ITS AND THEIR SHAREHOLDERS, OFFICERS, DIRECTORS,
EMPLOYEES, SUBCONTRACTORS, VENDORS, INSURERS, ATTORNEYS OR AGENTS OR ANY
OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION
WITH THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES,
INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, WRONGFUL DEATH, PROPERTY
DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS OR DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING
INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING
SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY
TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT
LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY
WHETHER OR NOT BLACK BOX WAS INFORMED OF THE LIKELIHOOD OF ANY
PARTICULAR TYPE OF DAMAGES.

6.3       Disclaimer of Liability for Billing Errors. The liability of Black Box for errors in billing that
result in overpayment by the Customer shall be limited to a credit equal to the dollar amount erroneously




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billed. Furthermore, no errors shall change or diminish Customer’s obligation to pay for Services rendered
or used.

7.       INDEMNIFICATION

7.1      Customer shall defend, indemnify and hold harmless Black Box, together with its parent and
subsidiary companies and companies under common control with any of the foregoing and its and their
shareholders, officers, directors, employees, subcontractors, vendors, insurers, attorneys and agents and any
other service provider who furnishes services to Customer in connection with the Service, from any and all
claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees)
by, or on behalf of, Customer or any third party or user of the Service, relating to Customer’s use or users’
use of the Services, any Devices or this Agreement including, without limitation, 911 Dialing.

8.       WARRANTY

8.1   BLACK BOX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE
SERVICE OR ANY DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT
OR ANY WARRANTY ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE
OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER’S OR
USER’S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, BLACK BOX DOES NOT
WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY,
INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA
OR INFORMATION. NEITHER BLACK BOX, ITS PARENT AND SUBSIDIARY COMPANIES AND
COMPANIES UNDER COMMON CONTROL WITH ANY OF THE FOREGOING NOR ITS
SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, VENDORS,
INSURERS, ATTORNEYS OR AGENTS OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO
FURNISHES SERVICES, DEVICES OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE
SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO BLACK BOX’S OR
CUSTOMER’S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR
UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER’S
OR USER’S DATA, FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH
ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF
WHETHER SUCH DAMAGE OCCURS AS A RESULT OF BLACK BOX’S OR ITS SERVICE
PROVIDER’S OR VENDORS’ NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING
THE SERVICE OR DEVICE, IF ANY, BY BLACK BOX OR BLACK BOX’S AGENTS OR
INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

9.       PRIVACY

9.1      The Service utilizes, in whole or in part, the public Internet and third party networks to transmit
voice and other communications. As a result, Black Box cannot guarantee the privacy, confidentiality or
security of Customer’s communications and Black Box shall not be liable for any breach of privacy which
may be experienced with regard to the Service. Please review Black Box’s Privacy Policy at
www.blackbox.com for additional information concerning Customer’s privacy rights.

10.      RECORDING CONVERSATIONS

10.1      Black Box provides a function that allows a user or Customer to record individual telephone
conversations. The laws regarding the notice and notification requirements of such recorded conversations
vary from State to State, and such notice and notification requirements are subject to federal law. Customer
is solely responsible for compliance with applicable law when using this feature.




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11.      FORCE MAJEURE

11.1      Except for Customer’s payment obligations hereunder, a party’s non-performance or delay shall
be excused to the extent the failure or delay in performance is the result of events beyond such party’s
reasonable control including, without limitation, governmental actions, civil unrest, terrorism, power surges
or failure, fire, water and acts of God, including, without limitation, rain, floods, earthquakes or lighting.

12.      CONFIDENTIALITY; SECURITY OF USER IDs AND PASSWORDS

12.1      Confidentiality. During the Term of this Agreement, Black Box and Customer may be exposed
to the other’s confidential or proprietary information (“Confidential Information”). Confidential
Information shall exclude any information in the public domain or that is independently developed by the
receiving party. Each party agrees to: (i) hold the Confidential Information in strict confidence; (ii) not to
disclose any such Confidential Information to any person (except as required by court order, lawful process
or as otherwise required by law); and (iii) not to use any of the other party’s Confidential Information for
its own or another’s benefit. Customer agrees that any violation of this provision regarding confidentiality
will result in irreparable injury to Black Box and agrees that Black Box shall have the right to seek a
restraining order, injunction or any other remedies available at law or in equity. The parties agree to waive
any applicable bond requirement for enforcement of this provision.

12.2     Security of User IDs and Passwords. For the Services provided hereunder that require the use of
passwords for access by users, a user ID and password will be selected for each Customer or user.
Customer agrees that the security of all user ID and password information is extremely important, that such
user IDs and passwords are necessary to access these systems and that Customer’s accidental or
unauthorized disclosure of such user IDs and passwords may have serious consequences. All such
information shall be treated as Confidential Information. By enrolling for and using these Services,
Customer accepts sole responsibility for the security and confidentiality of any designated IDs and
passwords. Black Box shall have no liability for the consequences of Customer’s failure to maintain the
security of its user information, IDs or passwords, or the risks associated with using the Services. In the
event of a breach of security through Customer’s account, Customer will be liable for any unauthorized use
of the Service until Customer notifies Black Box’s Customer Care Department.

13.      NOTICES

13.1     Notices shall be in writing and will be deemed given when delivered in person or received via
mail, or when sent via facsimile with confirmation or overnight courier with confirmed delivery. The
respective addresses of the parties for notice are: (i) to Customer: address indicated on the Order; or, (ii) to
Black Box Network Services (with a copy to the General Counsel): Attn: Corporate Billing, 5101 Shady
Oak Road, Minnetonka, MN 55343. Customer shall notify Black Box of any changes to its address.

14.      DISPUTE RESOLUTION PROCESS; NO JURY TRIAL

14.1      Dispute Resolution Process. Except for: (i) actions seeking a temporary restraining order or
injunction; (ii) a suit to compel compliance with this dispute resolution process; or (iii) billing or payment
disputes or collections matters, all of which may be litigated at the election of Black Box, the parties agree
to use the dispute resolution procedures set forth in this Section with respect to any controversy or claim
arising out of or relating to this Agreement or its breach. Upon ten (10) days written notice, either party
may submit disputes to binding arbitration by a single arbitrator administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules. The costs of arbitration, including the
fees and expenses of the arbitrator, shall be paid equally by the parties. Each party shall bear the cost of
preparing and presenting its case. The parties agree that Pittsburgh, Pennsylvania shall be the location for
the arbitration hearing. The parties agree that this Section 14 and the arbitrator’s authority to grant relief
shall be subject to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, et seq. (“FAA”), the provisions of this
Agreement and the American Arbitration Association’s Commercial Arbitration Rules. The parties agree
that the arbitrator shall have no power or authority to make any award that provides for punitive or
exemplary damages or damages otherwise limited or excluded in this Agreement. The arbitrator’s decision


Hosted VoIP Services (Effective January 8, 2010)
shall be final and binding. The award may be confirmed and enforced in any court of competent
jurisdiction. All post-award proceedings shall be governed by the FAA. REGARDLESS OF ANY
STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BROUGHT BY
CUSTOMER ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE
(1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All
claims shall be arbitrated individually. Customer shall not bring, or join any class action of any kind in
court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration.

14.2  Waiver of Jury Trial. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF
ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN,
AND CONDUCT ARBITRAL PROCEEDINGS IN, PITTSBURGH, PENNSYLVANIA.

15.     GENERAL PROVISIONS

15.1     Assignment.    Customer shall not assign this Agreement without Black Box’s prior written
consent.

15.2     Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and permitted assigns.

15.3     Waiver. A party’s waiver of any provision or default shall not be a waiver of any other provision
or default.

15.4     Severability. If any Court finds any provision of this Agreement to be void, unlawful or
unenforceable under any applicable statute or other controlling law, such provision shall be deemed severed
and the remainder of this Agreement shall continue in full force and effect.

15.5    Governing Law. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania without regard to its choice of laws principles.

15.6      No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not
a party to this Agreement with any remedy, claim, liability, reimbursement or cause of action or creates any
other third party beneficiary rights.

15.7      Independent Contractor. Black Box and Customer are independent contractors with respect to
all rights and obligations under this Agreement.

15.8    Order of Precedence. In the event of any inconsistency between the General Terms, Order,
SLAs or any other exhibit(s) or attachment(s) made a part of or in accordance with the Agreement
precedence shall be given to:

          (1)        The terms of the applicable executed agreement (e.g., Hosted VoIP Services
                     Agreement);
          (2)        General Terms and Conditions set forth herein;
          (3)        Any Order executed pursuant to this Agreement;
          (4)        The SLAs;
          (5)        Any other exhibit(s) or attachment(s) to this Agreement.

15.9      Entire Agreement and Modification. This Agreement, as may be amended from time to time
without notice, and the rates for Services and other terms and conditions found on Black Box’s website,
supersedes all prior or contemporaneous proposals, communications and negotiations, both oral and
written, relating to the subject matter of this Agreement and constitutes the entire agreement between Black
Box and Customer with respect to the subject matter herein and governs the use of the Service by
Customer, its employees, visitors and guests.




Hosted VoIP Services (Effective January 8, 2010)