Master Services Agreement

This Master Services Agreement governs all Orders between Stephouse Networks, with offices located at 921 SW Washington St #224, Portland OR 97205, and the Customer identified on the Order Form. Stephouse and Customer are referred to herein as the “Parties” or individually as a “Party”.

1. Definitions.
a. “Agreement” shall mean the agreement between Customer and
Stephouse pursuant to which Stephouse provides and Customer receives the
Services, comprising an Order Form, this Master Services Agreement, the SLA and
the AUP.
b. “AUP” means the Stephouse Acceptable Use Policy, as revised by
Stephouse from time to time and incorporated by reference herein, which is available
at http://www.stephouse.net/policies.
c. “Circuit” is a digital data telecommunications service between
Stephouse’s point-of-presence and the Customer Location that includes one
permanent virtual circuit connected to a network interface device on Customer’s
premises utilizing DSL, frame relay, ATM, WiMAX, Microwave, 802.11, leased line or other
data communications technologies.
d. “Content” means any text, image, audio, video or other digital content transmitted using the
communications service.
e. “Customer” means the entity identified as such above.
f. “Customer Location” means any Customer premises described in an
Order Form.
g. “Effective Date” means the date first written above.
h. “Equipment” means equipment provided to Customer by Stephouse, its
subcontractors or its affiliates, or used by Stephouse to provide the Services.
i. “Stephouse” means Stephouse Holdings Company, LLC., an Oregon limited liability
company and regulated telecommunications service provider.
j. “Master Services Agreement” means the terms and conditions set
forth herein, which govern Stephouse’s provision, and Customer’s receipt, of the
Services.
k. “Order Form” means a form describing the Services ordered by
Customer that is signed by authorized representatives of Customer and Stephouse.
l. “Payment Default” has the meaning ascribed to such term in
Section 16 below.
m. “Services” are the services ordered by Customer as described in an
Order Form, which may include, without limitation: (i) high-speed
telecommunications data services (which may include business-grade symmetric
digital subscriber line ("DSL"), business-grade T1 Services, Frame Relay or ATM);
(ii) application services provided by Stephouse to Customer using DSL, T1
technology or other means of digital data communications; (iii) application services
provided to Customer for the purpose of communications either over Stephouse
provisioned telecommunication services or through Customer-provided
telecommunication services; and/or (iv) professional services. Regulated
telecommunications services will be provided to Customer, but
Stephouse shall act as its billing agent to Customer.
n. “SLA” means the Stephouse Service Level Agreement, as revised by
Stephouse from time to time and incorporated by reference herein, which is available
at http://www.stephouse.net/policies.
o. “Work Product” means all materials, software, tools, data, inventions,
works of authorship and other innovations of any kind (including, without limitation,
any deliverable and any improvements or modifications to Stephouse proprietary
computer software programs and related materials) that Stephouse, or personnel
working for or through Stephouse, may make, conceive, develop or reduce to
practice, alone or jointly with others, in the course of performing the Services or as a
result of such Services, whether or not eligible for patent, copyright, trademark,
trade secret or other legal protection.

2. Provision of Services. Stephouse will use commercially reasonable efforts to
provide the Services that Customer may order from time to time either directly
through Stephouse or through an authorized Stephouse sales agent. All Services will
be supplied in accordance with this Agreement. If there is any inconsistency
between this Master Services Agreement and any exhibit, schedule or other
incorporated writing, this Master Services Agreement shall prevail. Stephouse may
revise this Master Services Agreement, the SLA or the AUP from time to time
without Customer’s consent, provided that any such revisions shall not materially
reduce Customer’s rights or materially increase its obligations hereunder.
Stephouse reserves the sole and exclusive right to determine the geographic area
within which it provides Circuits and Services, and the rights to maintain, reconfigure
or discontinue any Circuits, Services or other product. If Stephouse intends to
discontinue any of Customer’s Circuits or Services, Stephouse will provide Customer
with at least thirty (30) days’ written notice before discontinuing such Circuits or
Services, and Stephouse will refund to Customer a pro-rated portion of any pre-paid
fees associated with such discontinued Circuits or Services. Customer understands
that Stephouse’s performance is dependent in part on third-party actions and the
actions of Customer. Accordingly, Stephouse shall be excused from performing
under the Agreement to the extent it is unable to perform as a result of such actions
or inactions, including, without limitation, Customer’s failure to provision or maintain
a Circuit with respect to an Order Form under which Customer is obligated to
provide network connectivity. Unless otherwise expressly set forth in an Order
Form, provision of Circuits does not include any Internet access services.
Stephouse reserves the right to substitute Services that are different from, but
substantially equivalent to, the Services ordered by the Customer on an Order
Form. If the Services necessary to meet Customer’s requirements are subject to
charges in addition to those set forth in an Order Form, Stephouse will notify the
Customer of any additional or increased charges and Customer shall have fourteen
days to cancel the service order and avoid the additional or increased charges.
Failure to cancel within such period will be deemed acceptance of the additional or
increased charges.

3. Circuits and Services. Stephouse will not supply any Circuits or Services
until Customer has signed an Order Form. Stephouse will not provide any Services
until it has supplied a Circuit or Customer has provided appropriate network
connectivity. Stephouse will begin charging Customer for each Circuit or Service
immediately following Stephouse’s notification to Customer that such Circuit or
Service has been provisioned and tested by Stephouse. Customer acknowledges
that the availability and installed speed of a Circuit may vary from the pre-qualified
or ordered speed depending on several factors, including, without limitation, the
condition and length of the copper wiring that comprises the Circuit and availability
of Services to the Customer Location where Services have been requested.

4. Customer Responsibilities.
a. Generally. Customer shall provide Stephouse with all information,
cooperation and access that Stephouse reasonably requests (including, without
limitation, information about and access to each Customer Location) as necessary
or appropriate in performing the Services, including, without limitation, to allow
installation and maintenance of each Circuit. Customer agrees to pay all taxes,
federal universal service funds and other regulatory and governmental obligations,
which amounts are payable and remitted by Stephouse on purchases of
underlying telecommunications services from
vendors of such services, which vendors then remit those amounts.
b. Content Rights. Customer shall be solely responsible for obtaining,
and for bearing all costs, obligations and liabilities associated with, any licenses,
releases or waivers related to the Content required by any third party or any act or
regulation of any government, and any necessary rebroadcast or retransmission
rights or permissions.
c. Customer covenants and agrees to retain all proprietary marks, legends
and patent and copyright notices that appear on or in connection with the Services,
Work Product, documentation and Confidential Information delivered to Customer
by Stephouse and all whole or partial copies made by Customer thereof in
accordance with this Master Services Agreement.

5. Use of Service. Customer may use the Services for its home or internal business
purposes only. Resale or sub-contracting the Services to third parties is prohibited.
Customer acknowledges that Customer’s use of the Services pursuant to this
Agreement does not authorize Customer to act as an agent of Stephouse with
respect to the Services. Customer shall comply with the AUP. Stephouse reserves
the right to suspend or cancel any Circuit or Service with respect to which Customer
is found or suspected to be in violation of the AUP.

6. Equipment. Stephouse may supply new or recertified Customer premises
Equipment (“CPE”). Recertified Equipment is Equipment that (a) may have been
removed from its original packaging by Stephouse or returned to Stephouse by a
customer after use, (b) is free from visible defects, and (c) is substantially equivalent
in function and appearance to new units. Refurbished Equipment is previously-
owned Equipment that has been remanufactured by the manufacturer or its agent, is
free from visible defects, and is substantially equivalent in functionality to new units.

Stephouse will repair or replace, in its sole discretion, any new or recertified
Equipment that suffers from any manufacturer’s defect. At Stephouse’s discretion,
any Equipment that Stephouse provides as replacement Equipment may be new,
recertified or refurbished. Stephouse shall have no obligation or liability in
connection with any equipment not purchased or provided through Stephouse and
configured by Stephouse, or for any abuse, reconfiguration, repair or misuse of any
Equipment by any party (including, without limitation, Customer) other than
Stephouse. Customer is responsible for the safety and security of any CPE. Lost,
damaged or non-returned CPE will be invoiced to Customer at the then-current
replacement value. See the SLA for additional provisions regarding CPE.

7. Charges and Payment Terms. Charges shall commence on the first day of
the Initial Order Term (as defined in Section 15 below). Stephouse shall invoice
Customer once a month by either providing a paper invoice or an electronic invoice.
Stephouse will bill Customer in advance for recurring charges and anticipated one-
time charges, generally on the monthly anniversary of service installation. For example,
Customers’s July 5th invoice will include any recurring charges for Services to be received
from July 5th to August 5th, any one-time and/or usage charges anticipated to be incurred
during that period and any prior charges incurred but not yet invoiced. For new Services
commencing during a month, the following month’s invoice will reflect all charges
associated with the installation and setup of such Services. Payment shall be submitted to:
Stephouse Networks, 921 SW Washington St, #224, Portland, OR 97205. Customer’s
payment shall be considered late if not received by Stephouse within thirty (30)
calendar days following Customer’s receipt of the applicable invoice. After this thirty
(30) day period, all unpaid charges will accrue interest at a rate of one and one-half
percent (1.7%) per month, or the highest rate allowed by applicable law, whichever
is lower, and Customer shall pay all collection costs incurred by Stephouse
(including, without limitation, reasonable attorney's fees). If Customer has a bona
fide, good faith dispute with any of the amounts on an invoice, Customer must pay,
in accordance with the foregoing terms, all amounts not in dispute and provide
Stephouse with a written request for a billing adjustment, together with all supporting
documentation (in the form requested by Stephouse), within sixty (60) days after
Customer’s receipt of the applicable invoice. If Stephouse does not receive this
information within this sixty (60) day period, Customer’s right to a billing adjustment
shall be waived. In the event of a billing dispute, the parties shall attempt to
promptly resolve the dispute by mutual agreement or, if the parties cannot mutually
agree, by arbitration in accordance with the process described in Section 22.

8. Taxes and Service Fees. Customer shall be responsible for and shall pay all
applicable federal, state and local taxes, fees, charges, surcharges or other similar
exactions (hereinafter called “taxes”) imposed on or with respect to the Services
and/or Equipment that are the subject of this Agreement, whether such taxes are
imposed directly upon Customer or upon Stephouse Holdings Company, LLC., and
include, but are not limited to, sales and use taxes, utility user’s fees, municipal
occupation and license taxes, excise taxes, business and occupations taxes, 911
taxes, franchise fees and Universal Service Fund (USF) fees or taxes. For
purposes of this Section, taxes do not include any taxes that are imposed on or
measured by the net income of Stephouse. If Customer is exempt from any such
taxes for any reason, Stephouse Holdings Company, LLC.
will exempt Customer from such taxes once Customer delivers a duly executed,
signed and dated valid exemption certificate to Stephouse’s finance department and
Stephouse’s finance department has approved such exemption certificate. Such
exemptions should be sent directly to: Stephouse Networks, 921 SW Washington St, #224
Portland, OR 97205, ATTN: Finance – Tax Department, with a copy to the address(es)
set forth in the notice provision herein. If for any reason a taxing jurisdiction determines
that Customer is not exempt from such taxes and assesses such taxes, Customer
agrees to pay Stephouse such taxes, plus any applicable interest or penalties.
Customer shall indemnify and hold Stephouse harmless for any liability or claims
related to such unpaid taxes pursuant to the provisions of Section 18 herein.

9. Security Interest and Security Deposit. Stephouse may perform a
creditworthiness evaluation of Customer prior to accepting an Order Form from
Customer. In conjunction with current or subsequent credit evaluation(s), Stephouse
may require a security interest to secure all of Customer’s obligations arising under
this Agreement. Stephouse may, in its discretion, also require Customer to provide
Stephouse with a security deposit in an amount required by Stephouse at the time of
order placement or during the Term (the “Deposit”). Once the Deposit is received,
Stephouse will review the amount of the Deposit every six (6) months thereafter.
Customer shall provide any additional information, including, without limitation,
monthly financial statements for past and present months, that Stephouse may
request in its sole discretion from time to time to evaluate Customer’s ongoing credit
status (the “Financial Documents”). If Stephouse does not receive the Financial
Documents within ten (10) days of Stephouse’s request, Stephouse may stop taking
orders and/or immediately terminate this Agreement, and Customer will be
responsible for all disconnection fees in accordance with Section 10 below.

10. Cancellation and Disconnection. If Customer desires to cancel or
disconnect any Circuit or Services, Customer shall provide Stephouse with written
notice of such desire, and Stephouse shall cancel or disconnect such Circuit or
Service within thirty (30) days after receiving such notice. Such written notice shall
be sent to: Stephouse Networks., Attn.: Business Operations, 921 SW Washington St, #224
Portland, OR 97205. If Customer elects to cancel or disconnect any Circuit or
Service during the applicable Order Term (or if Stephouse cancels or disconnects a
Circuit or Service for Customer’s Payment Default or other violation of the
Agreement), Customer shall pay to Stephouse the following as liquidated damages:
(i) the monthly fees for the balance of the remaining Order Term or three months,
whichever is greater; plus (ii) the full amount of all past due charges and interest
thereon, if any; plus (iii) any disconnection, early cancellation or termination charges
incurred and paid to third parties by Stephouse due to such cancellation or
disconnection; plus (iv) any additional amount specifically set forth in an Order Form. In the
event Customer fails to make a required payment for two or more months and/or fails to
respond to any Stephouse notice, Customer shall be deemed to have cancelled the Circuit(s)
and/or Service(s) and the foregoing liquidated damages shall be due and payable. The
Parties agree that the liquidated damages are a good-faith estimate of Stephouse’s
damages and are not a penalty.

11. Support and Maintenance. Stephouse shall be Customer’s initial point of
contact with respect to support and maintenance for the Services. Stephouse shall
use commercially reasonable efforts to provide first and second-level technical and
engineering support to Customer for issues relating to the Services. Support
contact information and escalation procedures can be viewed at
http://www.stephouse.net/support. Customer understands that
Stephouse may, from time to time, need to interrupt Services for maintenance and
other operational reasons, and that Customer shall not receive any credits or
compensation for such scheduled interruptions. If commercially feasible, Stephouse
will give Customer reasonable advance notice (via email or otherwise) of such
interruptions. Stephouse provides Customer support through the Stephouse Service
Desk, which is made available as outlined in the SLA. The Stephouse Service Desk
is open with live answered calls from 9:00 AM PST to 5:00 PM PST Monday through
Friday at (503) 548-2000 and after hours at (503) 548-2001 24 hours a day 7 days a week.
For technical support issues before or after hours, a technician is on call 24 hours a day,
7 days a week, in accordance with the SLA. The billing/Customer Information Center is staffed
from 9:00 AM to 5:00 PM PST Monday through Friday and can be reached at (503) 548-2000.
A Customer service representative will complete an outbound communication to the
Customer at least once per day until a technical problem is resolved, or until the ticket is
closed, whichever is earlier. It is Stephouse’s desire to respond to each inbound call as
rapidly as possible, provided that the number of inbound requests per ticket do not
negatively impact Stephouse's ability to resolve issues. Lack of access to appropriate
Customer resources or lack of cooperation by the Customer to actively work through the
Stephouse Service Desk or assist in the effort to resolve a service issue can cause
delays in achieving resolution. Open trouble tickets for an unavailable or
uncooperative Customer will be considered closed 48 hours after three
unsuccessful attempts to communicate with the Customer to resolve the problem
are logged.

12. Stephouse’s Warranties; Outage Credits. Stephouse warrants to Customer,
and only Customer, that the Services shall perform substantially in accordance with
the performance criteria set forth in the SLA. This limited warranty shall be void if:

(a) any Equipment has been subjected to physical or electrical stress, misuse,
neglect, accident or abuse, or damaged by any external causes; (b) the Services or
any Equipment has been repaired or altered by anyone other than Stephouse or
Stephouse’s subcontractors or affiliates, without Stephouse’s express, prior written
approval; (c) the Services or any equipment has been provided by someone other
than Stephouse or Stephouse’s subcontractors or affiliates; or (d) the Services or any
Equipment is used in violation of the Agreement or any instructions furnished by
Stephouse. Stephouse’s sole obligation and Customer’s sole and exclusive remedy if
the Service fails to meet the SLA shall be to use reasonable commercial efforts to
correct such failure, provided that (i) Customer promptly reports such failure as
specified in the SLA; (ii) the failure can be reproduced or confirmed by Stephouse;
and (iii) the cause of the failure is within Stephouse's control. If a performance
failure occurs that is within Stephouse’s control, and Stephouse is unable to correct
such failure within the time periods set forth in the escalation procedures available
at http://www.stephouse.net/support, then, as Customer's sole and
exclusive remedy, Stephouse will credit Customer's account with the amounts set
forth in the SLA for the type of failure experienced by Customer, but only up to the
amount paid by Customer for such Services in the month in which such failure
occurred, as specified in the SLA. A single failure to meet the SLA shall not be a
material breach of this Agreement, but repeated failures that substantially interfere
with Customer’s use of the Services may constitute a chronic outage and permit
Customer to terminate the affected Service if Stephouse is unable to remedy such
failures after written notice and application of all commercially reasonable efforts.
Except as provided herein and in the SLA, Stephouse shall have no liability in
connection with the failure of any of the Services to meet any transmission speed,
throughput rates or other performance criteria, or in connection with any
unavailability of or interruption in the Services.

13. Customer’s Warranties. Customer warrants and represents that: (a) the
Content and any portion thereof does not in any way violate any existing law, or
infringe upon or misappropriate any copyright, patent, trademark, trade secret, right
of publicity, right of privacy or other proprietary rights of any third party, either in
whole or in part; (b) the Content contains no matter which, if published, will be
libelous or defamatory; (c) it has obtained or will obtain all necessary consents,
licenses, permissions and releases necessary to grant Stephouse the rights granted
hereunder; (d) the Content complies with all federal, state and local laws and
regulations (including those governing export and import and privacy) that are
applicable to the transmission or use of the Content as permitted or contemplated
by the Agreement for each country in which the Content is intended to be
transmitted or delivered; (e) it has the full power and authority to enter into the
Agreement and to perform its obligations hereunder; and (f) Customer is solely
responsible for, and has paid or will promptly pay, all amounts due any third-party
content provider or other person or entity that has a right to receive any royalty or
other payment as a result of the transmission or other use of the Content as
contemplated by or provided under the Agreement.

14. Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH IN THIS MASTER SERVICES AGREEMENT, ALL CIRCUITS, SERVICES
AND PRODUCTS (INCLUDING EQUIPMENT) HEREUNDER ARE PROVIDED ON
AN "AS IS" BASIS, AND CUSTOMER'S USE THEREOF IS AT CUSTOMER’S
OWN RISK. STEPHOUSE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY
AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
MASTER SERVICES AGREEMENT, STEPHOUSE DOES NOT WARRANT THAT
THE SERVICES OR CIRCUITS WILL PERFORM AT A PARTICULAR SPEED, OR
WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. STEPHOUSE DOES
NOT GUARANTEE THAT ITS PROCEDURES AND SERVICES WILL PREVENT
LOSS, ALTERATIONS OR UNAUTHORIZED ACCESS TO CUSTOMER DATA OR
CONTENT HOSTED, DISTRIBUTED OR DELIVERED THROUGH ANY FACILITY
EMPLOYED IN THE DELIVERY OF THE SERVICES. In addition to, but not in
limitation of, the above disclaimer, neither Stephouse nor its agents or suppliers shall
have any liability under any provision of this Agreement with respect to any
performance problem, claim of infringement or other matter to the extent attributable
to (a) any unauthorized or improper use or modification of the Equipment or
Services; (b) any unauthorized combination of the Equipment or Services with other
equipment or services; (c) any use of any version of the Services other than the
latest release of the Services; or (d) any breach of this Agreement, the SLA or AUP
by Customer. Stephouse (and Stephouse’s agents and suppliers) shall not be liable
to Customer for any of the following resulting from, or in any way related to, the
Services or Equipment: (i) viruses, worms, Trojan Horses, or other undesirable data
or software produced or initiated by third parties; or (ii) the attempt by unauthorized
users (e.g., hackers) to obtain access to Customer’s data, website, computers,
private network or other networks.

15. Term and Termination. This Agreement shall commence on the Effective
Date and, unless earlier terminated in accordance herewith, shall remain in effect
until ninety (90) days have passed during which Customer does not have any orders
for Service pending and there are no Order Forms in effect, at which point, this
Agreement shall terminate automatically (the “Term”). Unless otherwise stated in
the applicable Order Form, each Order Form shall have an initial term of one (1)
year (365 days) (the “Initial Order Term”), beginning on the first date upon which
any Services governed by such Order Form are available for Customer’s use, as
reasonably determined by Stephouse. In the event there is no renewal term stated
in the Order Form, the term of the ordered Service(s) shall automatically renew for
successive renewal periods of one (1) year unless either Party provides thirty (30)
days’ written notice of termination to the other Party prior to the expiration of any
service period. The Initial Order Term together with any renewal period shall be
referred to as the “Order Term”. If Customer fails to pay the fees for Services under
an Order Form within forty (40) calendar days after the date of the invoice, or if
Customer fails to meet any of its other obligations under such Order Form,
Stephouse may in its discretion, and without any further notice, stop taking orders for
additional Circuits, stop provisioning Services not yet installed and suspend all
Services under such Order Form. If Customer fails to pay the fees for Services
under an Order Form within sixty (60) calendar days after the date of the invoice
(“Payment Default”) or if Customer fails to meet any of its other obligations under
such Order Form, Stephouse may do any combination of the following in its
discretion and without notice: (i) terminate any or all of the Services provided under
this Agreement, (ii) disconnect any applicable Circuit(s) or Service(s) and treat such
disconnection as a disconnection for purposes of Section 10 above, or (iii) terminate
the applicable Order Form. In the event any Order Form is terminated, Customer
shall remain responsible for and shall pay Stephouse all fees accrued prior to the
date of such termination and all liability imposed hereunder for terminating any
applicable Circuits prior to the end of their respective Order Terms.

16. Survival. Any accrued rights to payment, any remedies, and Sections 8, 10,
12 (with respect to the limitations set forth therein), 14, and 16 through 22 will
survive any expiration or termination of this Agreement.

17. Limitations of Liability. EXCEPT FOR THE INDEMNITY PROVISIONS
SET FORTH IN SECTION 18 AND FEES OWED TO STEPHOUSE BY
CUSTOMER, NEITHER PARTY WILL BE LIABLE UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY LOST
REVENUE, LOST PROFITS, INCIDENTAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SERVICES AND
EQUIPMENT. IN NO EVENT WILL STEPHOUSE OR ITS AGENTS OR
SUPPLIERS BE LIABLE TO CUSTOMER, ANY USER, OR ANY THIRD PARTY
FOR ANY CLAIMS ARISING OUT OF OR RELATED TO CUSTOMER’S
BUSINESS, ITS RELATIONSHIP WITH ITS USERS, OR OTHERWISE. NEITHER
STEPHOUSE NOR ITS AGENTS OR SUPPLIERS SHALL BE LIABLE FOR ANY
DAMAGES ASSOCIATED WITH THE INTERRUPTION, UNAVAILABILITY, OR
LOSS OF USE OF SERVICES OR LOSS OF DATA, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NEITHER STEPHOUSE NOR ITS AGENTS
OR SUPPLIERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO
CUSTOMER’S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR
FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR
DESTRUCTION OF A CUSTOMER’S DATA FILES, PROGRAMS PROCEDURES
OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR
DEVICES, OR ANY OTHER METHOD. STEPHOUSE’S MAXIMUM AGGREGATE
LIABILITY TO CUSTOMER RELATED TO A CLAIM ARISING UNDER THIS
AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT
LIABILITY OR OTHER THEORY, WILL BE LIMITED TO THE TOTAL AMOUNT
PAID BY CUSTOMER IN A ONE (1) MONTH PERIOD FOR THE INDIVIDUAL
CIRCUIT IN QUESTION; PROVIDED, HOWEVER, THAT CUSTOMER PROVIDES
STEPHOUSE WITH WRITTEN NOTICE OF SUCH CLAIM WITHIN SIX (6)
MONTHS OF THE OCCURRENCE GIVING RISE TO SUCH CLAIM.

18. Indemnity. Each party (the "Indemnifying Party") shall, at its own expense,
indemnify and hold the other party, its successors and assigns, and each of its
affiliates and their successors and assigns, and each of their respective directors,
officers, partners, contractors, employees and agents (collectively the "Indemnified
Parties") harmless from and against any claims, demands, actions, causes of
action, damage, loss, deficiency, cost, liability and expenses, including reasonable
attorneys' fees, and amounts paid in settlement resulting from or arising our of any
claim, suit action or proceeding (each a "Claim") made or brought by a third party
against any of the Indemnified Parties as a result of: (a) in the case of Customer as
the Indemnifying Party, (i) the Content infringing on the intellectual property rights of
any third party or misappropriating the trade secrets of any third party,
(ii) Customer's gross negligence or intentional misconduct, including, without
limitation, Claims for damage to property and/or personal injuries (including death)
due to such gross negligence or willful misconduct, (iii) the unauthorized disclosure
by Customer of any Stephouse Confidential Information; or (b) in the case of
Stephouse as the Indemnifying Party, (i) Stephouse's gross negligence or intentional
misconduct, including, without limitation, Claims for damage to property and/or
personal injuries (including death) due to such gross negligence or willful
misconduct, or (ii) the unauthorized disclosure by Stephouse of any Content or
Customer Confidential Information. The party seeking indemnification shall provide
the Indemnifying Party with prompt written notice of any Claim. The Indemnifying
Party shall have sole control and authority with respect to the defense or settlement
of any Claim and the party seeking indemnification shall reasonably cooperate (at
the Indemnifying Party's expense) with the Indemnifying Party in the defense of any
Claim. The Indemnifying Party shall not enter into any settlement which imposes
liability or restrictions on the party seeking indemnification without the prior written
approval of such party, such consent not to be unreasonably withheld or delayed.

19. Non Disparagement. Neither Stephouse nor Customer shall make any
disparaging remarks about the other party or its products or services to any third
party other than its employees.

20. Proprietary Rights.
a. Ownership of Work Product. Customer agrees that all Work Product
shall be the property of Stephouse and hereby assigns all rights it may have in the
Work Product and in all related patents, patent applications, copyrights, mask work
rights, trademarks, trade secrets, rights of priority and other proprietary rights to
Stephouse. Customer acknowledges that Stephouse, in its sole discretion, shall have
the right to license the Work Product or any portion thereof, and/or incorporate the
Work Product or any portion thereof into Stephouse products, for use by other
licensees or customers of Stephouse. At Stephouse’s request and expense,
Customer shall assist and cooperate with Stephouse in all reasonable respects and
shall execute documents, give testimony and take further acts as reasonably
requested by Stephouse to acquire, transfer, maintain and enforce patent, copyright,
trademark, mask work, trade secret and other legal protection for the Work Product.
b. License of Work Product. Subject to Customer’s performance of its
obligations hereunder, Stephouse shall grant to Customer (and only to Customer) a
worldwide, non-exclusive, non-transferable license during the term of this
Agreement to use the Work Product solely for Customer’s internal business
purposes. Customer shall not, without the written consent of Stephouse:
(i) decompile, disassemble or otherwise reverse engineer the Work Product or any
portion thereof; (ii) rent, lease, sublicense, sell, transfer or otherwise grant rights in
or to the Work Product (in whole or in part) to any third party in any form; or (iii) use
the Work Product for third-party training or otherwise share commercially.
c. Ownership of Content. Stephouse acknowledges and agrees that, as
between Stephouse and Customer, Customer is the exclusive owner of all rights in
and to the Content and that, except as may be otherwise provided in this Agreement
or an Order Form, nothing in this Agreement grants to Stephouse any rights in or to
such Content. Subject to Section 22, Stephouse acknowledges further that it shall
have no right to seek injunctive relief in connection with this Agreement or to
otherwise prevent Customer and/or its licensees from distributing, using or
exploiting the Content, and that any suit to enforce the provisions of this Agreement
shall be a suit for solely for monetary damages.

d. Reservation of Rights. Except as otherwise expressly provided
herein, nothing in this Agreement shall be deemed to grant, directly or by
implication, estoppel or otherwise, any right or license with respect to any
technology or other intellectual property rights, and each Party retains all right, title
and interest in and to their respective technologies and other intellectual property rights.
21. Force Majeure. Neither party hereto shall be responsible for any failure to
perform its obligations under this Agreement (other than obligations to pay money) if
such failure is caused by acts of God, war, terrorist activities, strikes, inability to
secure labor materials or third party services, revolutions, fire, earthquake or other
casualty, lack or failure of transportation, water or electrical facilities, changes in
laws or governmental regulations or any other causes that are beyond the
reasonable control of such party.

22. Confidentiality. All technical and business information, including, but not
limited to, patents, patent applications, trademarks, tradenames, know-how,
financial statements, business plans, pricing, descriptions of Equipment and
Services and Stephouse’s technology in whatever form furnished by either party to
this Agreement (the "Disclosing Party") to the other party (the "Receiving Party”)
under or in contemplation of this Agreement (collectively, "Confidential
Information") shall remain the property of the Disclosing Party. Unless the
Disclosing Party otherwise agrees in writing, its Confidential Information: (a) shall
be treated in confidence by the Receiving Party and used by the Receiving Party
only for the purposes of performing the Receiving Party's obligations under this
Agreement; (b) shall not be reproduced or copied in whole or in part, except as
necessary for use as authorized in this Agreement; (c) shall be made available only
to those employees of the Receiving Party who have a need to have access to such
Confidential Information and have agreed to comply with the terms of this Section
22; and (d) shall, together with any copies thereof, be returned, be destroyed, or, if
in the form of software recorded on an erasable storage medium, be erased when
no longer needed by the Receiving Party to perform its duties under this Agreement
or when this Agreement terminates, whichever occurs first. The Disclosing Party’s
Confidential Information shall not include information that: (i) is independently
developed by the Receiving Party as evidenced by documentation in such party's
possession; (ii) the Receiving Party has lawfully received from another source free
of restriction and without breach of this Agreement; (iii) has become generally
available to the public without breach of this Agreement by the Receiving Party; or
(iv) is otherwise known, or becomes known to the Receiving Party free of any
obligation to keep in confidence. Except as set forth below, Stephouse will not
participate, record, view, listen to or otherwise monitor any of Customer’s
communications through the Service unless Customer expressly agrees thereto.
Any data that Stephouse collects regarding Customer’s use of the Services, which
will be limited to such data as is necessary for Stephouse to perform the Services,
will be used solely for billing and support purposes, for network statistical reporting
(in which no details identifying Customer will be made available to any third party),
for usage reports available solely to Customer or as otherwise required to perform
the Services. Notwithstanding the foregoing, in the event either party is required to
disclose Confidential Information of the other party under any applicable law,
regulation, or order from a court or an administrative or regulatory agency having
competent jurisdiction, such party shall have the right to make such required
disclosure without being deemed to have breached this Agreement; provided, that
such Receiving Party shall exercise commercially reasonable efforts to (i) promptly
notify the Disclosing Party in order to provide the Disclosing Party an opportunity to
seek any available protective order; (ii) provide the Disclosing Party with reasonable
cooperation, upon reasonable request by the Disclosing Party and at the Disclosing
Party’s expense; and (iii) disclose only the portion of the Disclosing Party’s
Confidential Information that is required to be disclosed under such law, regulation
or order.

23. Miscellaneous. This Agreement is not assignable or transferable by
operation of law or otherwise by Customer without the prior written consent of
Stephouse, which such consent will not be unreasonably withheld. Stephouse may
subcontract the performance of Services to third parties or assign any of its other
obligations or rights hereunder; provided that Stephouse shall remain responsible to
Customer under this Agreement. The parties agree that they are independent
contractors and that this Agreement and relations between Stephouse and Customer
hereby established do not constitute a joint venture, agency or contract of
employment between them, or any other similar relationship. Neither party has the
right or authority to assume or create any obligation or responsibility on behalf of the
other. This Agreement is intended solely for the benefit of the parties and is not
intended to confer third party beneficiary rights upon any other person or entity.
This Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one and the same instrument. Executed counterparts of
this agreement and any Order Form may be delivered by facsimile, which shall be
sufficient evidence of execution without any need for delivery of the original
executed counterpart. Any notice, report, approval or consent required or permitted
hereunder shall be in writing, and effective on the date of delivery (if sent by hand,
first class US mail, or courier), or on the date sent (if sent by facsimile or email and
proceeded by a copy sent by first class U.S. mail or overnight courier service).
Notices will be sent to Customer at the address, fax or email located on the
applicable Order Form. Notices to Stephouse shall be sent to: Stephouse Networks,
921 SW Washingtin St, #224, Portland, OR 97205 ATTN: Operations, with a copy to
the General Counsel’s Office at the same address and an email address of
support@stephouse.net. No failure or delay in exercising any right hereunder will
operate as a waiver thereof, nor will any partial exercise of any right or power
hereunder preclude further exercise. If any provision of this Agreement shall be
adjudged by any court or arbitrator of competent jurisdiction to be illegal,
unenforceable or invalid, that provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and
effect and enforceable. This Agreement shall be deemed to have been made in,
and shall be construed pursuant to the laws of the State of Oregon and the
United States without regard to conflicts of laws provisions thereof. No waivers,
amendments, changes or modifications to this Agreement shall be effective unless
set forth in a written agreement executed by Customer and an executive of
Stephouse having the title of Vice President or a greater title. This Agreement (and
all other agreements, exhibits and schedules referred to in this Agreement) is the
complete and exclusive statement of the mutual understanding of the Parties and
supersedes and cancels all previous written and oral agreements and
communications relating to any of the subject matter of this Agreement. Any
amendment to this agreement will supersede stated clauses in this agreement only
if accepted and signed by both parties. Binding arbitration shall be the sole and
exclusive remedy for resolution of disputes between the parties. Such dispute shall
be submitted for arbitration in Portland, OR, before a single arbitrator agreed
upon by the parties, or, if they are unable to agree on a single arbitrator, before a
panel of three arbitrators, with one arbitrator selected by each party and the third
selected by the two arbitrators selected by the parties. Such arbitration shall be
governed by the commercial rules of the American Arbitration Association. The
arbitrator's decision will be final and may be entered into any court of competent
jurisdiction. The prevailing party will be entitled to recover its attorney’s fees and
costs in connection with such arbitration. Stephouse may cooperate with law
enforcement organizations that have requested information regarding Customer and
provide such organizations with any information requested. Customer shall assist
Stephouse in responding to any state or federal request for information regarding an
end user pursuant to the Communications Assistance for Law Enforcement Act
(“CALEA”) and/or any other similar or related statute.

(version 1.01)
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