Terms of Service.

"Party" or "Parties" refers to one or both of the parties to this Agreement, You or Stealth, as the context indicates.

"TOS Effective Date" means the earlier date of: Your acceptance of these TOS; the date of Your first Service Order submitted to Us; or the date of Your first use of Stealth's Services.

"TOS Supplement" or "TOS Addendum" means a document that shall contain additional terms and conditions to these TOS that governs Stealth's provision of certain Services to You.

“Service" or “Services” means the services provided by Stealth to You.

"Service Order" means any service order, schedule, or statement of work that refers to and incorporates these TOS and that details the Services, the Service Term, charges, and any other terms agreed upon by the Parties with respect to the subject of such Service Order.

"Service Effective Date" means the date upon which an ordered Service is made available by Stealth to You or such other date as specified in the relevant TOS Supplement or Service Order.

"Service Term" means the period of time in which Stealth agrees to provide Services to You pursuant to a Service Order.

"Professional Services" means all professional, value-added, technical support and consulting services of any kind at any time offered by Stealth. Professional Services may be requested by You by written request (e.g., email, signed document or through the Interface).

"Interface" means Stealth's website for Your online management of ordering and managing of Services.

"Stealth Network" means, collectively, the fiber optic network, system capacity and related facilities (including, without limitation, routers, switches and communication channels) owned or controlled by Stealth.

"Business Days" means Monday through Friday, between the hours of 0900 to 1700 Eastern Time, excluding Holidays.

"Holidays" means New Year's Day (January 1), Birthday of Martin Luther King, Jr. (the third Monday in January), Washington's Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25), and any other public holiday, including Lincoln's Birthday and Election Day, as defined in section 24 of the General Construction Law of the State of New York. If a Holiday falls on a Saturday, Stealth shall observe the Holiday on the preceding Friday. If the Holiday falls on a Sunday, Stealth shall observe the Holiday on the following Monday.

This Agreement commences on the TOS Effective Date, and will continue until it is terminated by either Party, provided that it may not be terminated while any Service Order is in effect.

If You terminate or cancel service under any Service Order for reason other than Our breach, before its expiration date, You will pay Us a termination charge (as liquidated damages and not as a penalty, in addition to any payments due for services rendered through the date of termination) equal to eighty-percent (80%) of the remaining monthly charges for the remainder of the Service Term for that Service Order. No credit for any onetime charges, already made or due pursuant to a Service Order, shall be made to You. All termination charges are due and payable within thirty (30) calendar days after the effective date of termination of the applicable Service Order.

We may terminate a Service Order by providing notice in writing, which termination will be effective upon Your receipt of such notice, if You:

make an assignment for the benefit of creditors;

admit in writing an inability to pay debts as they mature;

a trustee or receiver of You or of any substantial part of Your assets is appointed by any court; or

has any proceeding instituted under any provision of the United States Bankruptcy Code by You or against You and is acquiesced in or is not dismissed within sixty (60) calendar days or results in an adjudication in bankruptcy.

Either Party may terminate a Service Order immediately if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) calendar days after receipt of written notice of such breach from the non-breaching Party. If the breach of any material term or condition of this Agreement is of a nature or involves circumstances reasonably requiring more than thirty (30) calendar days to cure, the time period may be extended provided the breaching Party proceeds diligently to cure the breach and provides the non-breaching Party with reasonable notice of the efforts being undertaken to cure such breach. Notwithstanding the foregoing, termination may be permitted for shorter periods to cure or for no period to cure with respect to particular Services, as set forth in Service Order or other agreement with respect to such Services. Notwithstanding the foregoing and subject to any applicable dispute-resolution provision, if Customer breaches its obligations by failing to make a payment when due to Stealth, the cure period shall be five (5) business days and if Customer breaches such obligation twice within any 12-month period and cures it, Stealth may terminate this Agreement upon the third such default during that 12-month period without giving Customer the opportunity to cure that third breach.

The Parties acknowledge that each Service Order pursuant to which We provide Service to You is a separate contract. Insofar as either Party is in breach of its obligations under a Service Order, such breach shall not affect the continued validity of any other Service Order or of any other agreement between the Parties except insofar as such a breach is also a breach of such other agreements and insofar as provided herein.

Upon expiration of the term of each Service Order, the service shall continue on a month to month basis with a 30 day advance notification for service termination.

You shall appoint a technical point of contact ("TPOC") who will communicate with Us during the provisioning and maintenance of the Services. Your TPOC should be familiar with how Our Services are implemented with Your organization. You shall also designate one or more employees as an alternative TPOC to perform duties of the TPOC when the TPOC is not available.

We will provide support to You within the defined point of responsibility or demarcation of service, as further described in the relevant TOS Supplement if applicable. We shall not be liable for any of Your support beyond Our point of responsibility or demarcation. For additional support, Professional Services may be ordered by You. Forms of support include: (i) sectionalize and resolve network problems up to Our point of responsibility; (ii) troubleshoot logical problems such as routing configuration; (iii) isolate network performance-related issues; (iv) assist You in identifying and isolating Your premise equipment beyond Our point of responsibility and/or by using IP/ICMP ping program or any other available tools at the time of troubleshooting; and (v) provide outage notification if Our component has failed.

You may not refer Your customers or any agent of Your customers directly to Our support staff unless You are expressly directed to do so by Our support staff.

We may suspend the provision of the Services at any time in whole or in part:

to perform or allow routine maintenance of the Services;

to upgrade or otherwise change the provision of Services;

for purposes of security or proper performance;

to comply with an order, instruction, or request of a regulatory or governmental authority or court; or

in case of Your material default of an obligation.

In the case of suspension of Services, We shall give You reasonable and adequate advance notice or, in an emergency, as much advance notice as possible. For the purposes of this Section, We may notify You by various means including but not limited to a message via email or via the Interface. Any impact on the Services as a result of maintenance under this Section will not be deemed a breach of the Agreement by Us and will not entitle You to any credits or refunds.

We may be required to relocate, rearrangement, defend/protect, or replace all or portion of the Stealth Network or any facility required to provide You with the Services (i) if a third party with legal authority orders or threatens to order such action, such as relocation through eminent domain, (ii) in order to comply with applicable laws, (iii) for bona fide operational reasons, (iv) to reduce governmental fees or taxes assessed against Us or You, or (v) if it determines to do so in Our reasonable business judgment. We agree to provide at least thirty (30) calendar day notice prior to relocation, if reasonably feasible. We will use reasonable efforts to secure an agreement for reimbursement from any third party requiring our action. You agree to reimburse Us for Your pro-rata share of Our costs of any action pursuant to this section for which We are not reimbursed.

In the event of a service interruption, not subject to Sections 3.4, 3.5, or 3.6, for two (2)  or more  continuous hours after You report the incident by opening a ticket with Stealth, Stealth shall credit the Your account the pro-rata charges for the applicable service.

Ownership. This Agreement does not transfer to You any Stealth technology, and all right, title and interest in and to Stealth technology will remain the sole property of Stealth. Except for the rights expressly granted herein, this Agreement does not transfer to Stealth any of Your technology, and all right, title, and interest in and to Your technology will remain solely with You. Stealth and You each agree that it will not, directly or indirectly, reverse-engineer, decompile, disassemble, or otherwise attempt to derive source-code or other trade secrets of the other Party. All rights to a Party’s intellectual property, including but not limited to copyrights, patents, software, trademarks and service marks, shall remain the sole property of that Party.

Each Party agrees that the terms of this Agreement and all information furnished to it by the other Party, including maps, pricing, financial terms, network routes, design information, methodologies, specifications, locations or other information to which it has access under this Agreement, are deemed the confidential and proprietary information or trade secrets (collectively referred to as "Proprietary Information") of the Disclosing Party and will remain the sole and exclusive property of the Disclosing Party (the Party furnishing the Proprietary Information referred to as the "Disclosing Party" and the other Party referred to as the "Receiving Party"). Each Party will treat the Proprietary Information and the contents of this Agreement in a confidential manner and, except to the extent necessary in connection with the performance of its obligations under this Agreement, neither Party may directly or indirectly disclose the same to anyone other than its employees on a need-to-know basis and who agree to be bound by the terms of this Section, without the written consent of the Disclosing party. Information will not be deemed Proprietary Information if it (i) becomes publicly available other than through the actions of the Receiving Party; (ii) is independently developed by the Receiving Party; or (iii) becomes available to the Receiving Party without restriction from a third Party. The Receiving Party may disclose Proprietary Information of the Disclosing Party if required to do so by law, regulation, local, state or federal governmental request, or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on You, its parent, or affiliates; (b) protect and defend the rights or property of You, its parent, or affiliates; or (c) act under exigent circumstances to protect the personal safety of users of the Services or other members of the public.

All media releases and public announcements or disclosures by either Party relating to this Agreement, its subject matter or the purpose of this Agreement are to be coordinated with and consented by the other Party in writing before the release thereof.

If any state body of competent jurisdiction determines that any provision of this Agreement violates any applicable rules, policies, or regulations, both Parties shall make reasonable efforts to immediately bring this Agreement into compliance and shall endeavor in those efforts to preserve for both Parties the economic benefits as reflected in this Agreement to the maximum extent possible.

Notwithstanding any other provision to the contrary, each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by applicable law in matters related to Services provided by it under this Agreement, including the production of records, the establishment of or the installation of new Services in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number/accessed IP address recording facilities and equipment.

A Party shall not have the obligation to inform the other Party or the End Users of the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by applicable law. Insofar as either Party complies with the demands of a search warrant or other legal process in the good-faith belief that such compliance is compelled, the other Party shall have no claims against it for any damage caused by such compliance.

THE PARTIES AGREE THAT STEALTH SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OR ANY  INDIRECT LOSS, DAMAGE OR CONSEQUENTIAL DAMAGES, SUSTAINED BY YOU OR YOUR END USERS DUE TO (I) TECHNOLOGY USED OR PROVIDED BY STEALTH EVEN IF STEALTH REQUIRES THE USE OF SUCH TECHNOLOGY; (II) ANY FAILURE IN OR BREAKDOWN OF SERVICES; (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE OR SECURE INFORMATION AND RECORDS RELATING TO THE SERVICES; (IV) FOR ANY INTERRUPTION OR ERRORS OR OMISSIONS OR DEGRADATION OF THE SERVICES WHATEVER THE CAUSE OR DURATION; OR (V) FOR ANY OTHER CAUSE OR CLAIM WHATSOEVER ARISING UNDER THIS AGREEMENT.

EACH PARTY HERETO SHALL INDEMNIFY, DEFEND, AND HOLD THE OTHER PARTY HARMLESS FROM AND AGAINST ALL LIABILITIES AND COSTS (INCLUDING REASONABLE ATTORNEY'S FEES) ARISING FROM ANY AND ALL CLAIMS BY ANY PERSON BASED ON THE CONTENT OF ANY COMMUNICATION TRANSMITTED BY CUSTOMER USING THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.

THE PARTIES AGREE THAT THEIR AFFILIATES, INCLUDING PARENTS AND SUBSIDIARIES AND THE PARTIES' AND THEIR AFFILIATES' EMPLOYEES, OFFICERS, DIRECTORS, AND SHAREHOLDERS SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT.

STEALTH MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, CAPACITY, AVAILABILITY, ANY OTHER CHARACTERISTICS OF THE SERVICES, OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STEALTH OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN OR IN A SERVICE ORDER OR OTHER AGREEMENT GOVERNED HEREBY.

Relationship of the Parties. The relationship between the Parties shall be that of independent contractors and nothing herein contained shall be deemed to constitute a partnership or joint venture between them or a merger of their assets or their liabilities or undertakings. Neither Party shall have the right to bind the other Party except as expressly provided for herein.

Headings. Descriptive headings in this Agreement are for convenience only and shall not affect the construction of this Agreement.

Severability. Any Section or any other provision of this Agreement that is or becomes illegal, invalid, or unenforceable shall be severed herefrom and shall be ineffective to the extent of such illegality, invalidity, or unenforceability and shall not affect or impair the remaining provisions hereof, which provisions shall remain in full force and effect.

No Implied Waiver. Failure of a Party to insist on performance of any term or condition of this Agreement or to exercise any right or privilege hereunder shall not be construed as a continuing or future waiver of such term, condition, right, or privilege.

No Exclusive. Nothing herein shall be construed to prohibit either Party from entering into similar arrangements with any third-party or to use its own assets and personnel for any other purpose.

No Third-Party Beneficiaries. The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties or their respective successors or permitted assigns. Nothing herein shall impose upon either Party any obligations to any person that is not an express Party to this Agreement.

Remedies Not Exclusive. Except as otherwise expressly provided, the rights and remedies set forth in this Agreement are in addition to, and cumulative of, all other rights and remedies at law or in equity.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of law principles and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods.

Consent to Jurisdiction. Each Party consent to the personal and exclusive jurisdiction of the Federal and New York State courts sitting in New York County, New York, USA.

Assignment. This Agreement may not be assigned or transferred by You without the prior written consent of Stealth, provided, however, that You may assign this Agreement without notice to Stealth or consent by Stealth to an affiliate or to a successor in interest whether by merger, reorganization, or transfer of all or substantially all of Your assets or otherwise. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

No Resell. We are providing Services for Your exclusive use. You may not sublease, swap, assign, license, sublicense, sell  or share all or any portion of the Service.

Account Security. You agree and understand that You are responsible for maintaining the confidentiality of passwords and security measures associated with any account You use to access the Interface and Services. Accordingly, You agree that You will be solely responsible to Stealth for all activities that occur under Your account. If You become aware of any unauthorized use of Your password or account, You shall notify Stealth immediately.

Beta Features. Some Service features are identified as "Beta," "Experiment," or otherwise unsupported ("Beta Features"). Beta Features are provided "as is" and at Your option and risk. You shall not disclose to any third-party any information from Beta Features, existence of Beta Features, or access to Beta Features.

Attorneys' Fees. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing the payment  and TOS terms of this Agreement.

Neither Party will be considered in breach of this Agreement nor liable under this Agreement for any delays, failures to perform, damages, or losses, or any consequence thereof, caused by, or attributable to an event of "Force Majeure," which is defined as any cause beyond the reasonable control of the Party claiming relief, including without limitation the action by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in government codes, ordinances, laws, rules, regulations, or restrictions occurring after the TOS Effective Date), third-party labor dispute, flood, earthquake, fire, lightning, epidemic, war, act of terrorism, riot, civil disturbance, act of God, sabotage, fiber cut caused by a third-party, or failure of a third-party to recognize a permit, authorization, right-of-way, easement, right, license, or other agreement obtained by Us to construct and operate its facilities or network; provided however, that (a) the foregoing shall not affect Your obligations to pay for Services rendered by Us before or unaffected by the Force Majeure and (ii) the Party whose performance is affected by the Force Majeure delay will use reasonable efforts to alleviate such delay.

Changes in economic, business, or competitive conditions are not Force Majeure conditions. If You are unable to meet Your commitments as a direct result of a Force Majeure condition, You may suspend Your commitments for one full billing month (or longer, with Our written consent, which shall not be unreasonably withheld). The effect of such a suspension of commitment will be to exclude the affected month(s) from all calculations affecting Your commitments and to extend the term of this Agreement by the same number of months. You must provide notice to Us of the Force Majeure condition giving rise to the right to suspend commitments within thirty (30) calendar days after its occurrence.

All notices, requests, or other communications hereunder shall be in writing in English, addressed to the Parties as follows, or to such other address as either Party shall designate by proper notice.

If to You: You shall specify through the Interface a postal and email address for notices, and shall provide one person and at least one back-up person that We shall be able to contact with respect to administrative, security, and technical issues. Such personnel shall be qualified and authorized to receive and respond to notifications and queries and You shall make qualified and authorized personnel available twenty-four hours-a-day with respect to those issues as listed.

If to Stealth: Stealth Communications, 209 West 29th Street, Suite 6308, New York, NY 10001, USA, with a copy via email to: legal@stealth.net.

Notices given by one Party to the other Party under this Agreement shall be in writing and shall be (a) delivered personally, (b) delivered by express delivery service, or (c) delivered by certified mail or first class U.S. mail postage prepaid, return receipt requested, or (d) by electronic mail with explicit acknowledgment of receipt, including but not limited to by reply. Notices will be deemed given as of the earlier of (i) date of actual receipt, (ii) the next business day when notice is sent via express mail or personal delivery, or (iii) three (3) Business Days after mailing in the case of first class or certified U.S. mail.

With respect to each Service Order that expressly incorporates these TOS and other documents, such Service Order, TOS Supplement, and the documents it expressly incorporates are the entire agreement between the Parties with respect to the subject matter of such Service Order and supersede any and all prior negotiations, understandings, and agreements, whether oral or written. The Parties' respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality, limitations on liability, dispute resolution and any accrued but unpaid financial obligations, will survive the expiration, termination, or rescission of this Agreement and continue in full force and effect.

Customer understands and agrees that Stealth may revise the terms and conditions of this Agreement (including any of the policies that may apply to use of a Service) from time to time by informing the customer by e-mail and/or including a notice within an invoice.

Each Party represents and warrants to the other that the acceptance and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.

TOS Addendum A – Billing and Payment

This TOS Addendum incorporates the Terms of Service by and between Stealth and You. Unless otherwise defined herein, capitalized terms in this Addendum shall have the definitions attributed thereto in the TOS.

You shall pay Us the fees specified in a Service Order as reflected in an invoice from Us, without deduction, set off, or delay for any reason except as provided in this Section.

We will begin to invoice the recurring and non-recurring charges of a Service Order on the Service Effective Date.

Invoices for partial months will be pro-rated.

Recurring fees specified in a Service Order will be invoiced 30 days in advance for each period, unless otherwise specified on the Service Order.

We shall not issue an invoice for the fees detailed on your Service Order (“Initial Prepayment”), which are due and payable immediately upon the execution of Your Service Order. We will begin the provisioning of Services pursuant to a Service Order only upon Our receipt of the Initial Prepayment for that Service Order.

Estimated Charges. If a charge is estimated on a Service Order, You shall pay that amount upon execution of the Service Order.  If the actual charge differs from that estimated charge, an adjust up-or-down shall be made on the next invoice.

Support & Consulting Charge. If You requested Professional Services from Us (unless determined to be the result of a malfunction or defect in Services provided by Us), You will be invoiced the applicable hourly rate. Customized support service plans are available on a case-by-case, to-be-negotiated basis.

Third-Party Services. Upon Your request, We may arrange for Service to be provided by a third-party (“Third-Party Service”). Third-Party Service may include, but is not limited to, cross-connect and local and long-haul transmission services. We shall not be obligated to provision any Third-Party Service except in connection with a Service Order for Our Services. You shall be solely responsible for payment to third-parties. If any fees are paid by Us to a third-party as a result of Your request, with or without a Service Order, You agree to reimburse Us for such fees plus 30% of such fees to cover our administrative costs.

Legal Fees. You shall be liable to Us for any and all costs and/or expenses incurred directly or indirectly, including reasonable attorney’s fees and expenses, in collection or attempted collection of any amounts due hereunder.  To the extent that You may in any jurisdiction claim for Yourself or Your assets immunity from suit, execution, attachment (in aid of execution, before judgment, or otherwise), or other legal process and to the extent that in any such jurisdiction there may be attributed to You or Your assets immunity (whether or not claimed), You hereby waive such immunity to the full extent permitted by the laws of such jurisdiction and, in particular, to the extent that in any proceedings commenced in New York the foregoing waiver of immunity shall be effective under the United States Foreign Sovereign Immunities Act or any superseding act.

Applicable Taxes.  We will invoice You and You will pay such invoices for any and all applicable taxes as more fully described in Section 4 (Taxes), with respect to specific charges to You.

Administrative Charges.  If applicable, We will invoice You and You will pay such invoices for any additional charges (including service-restoration and expedite charges) for Services that are described in a Service Order. You acknowledge and agree to pay for administration fees, including but not limited to bank charges (wire transfer, currency conversion, bounced check, chargeback, etc.), shipping charges and miscellaneous fees that are incurred by Us in Our handling of Your account.

Changes in Fees.  We may change any of the fees We charge You for any Services. Such changes in fees shall be effective sixty (60) calendar days after We provide written notice to You of the change. Notwithstanding the foregoing, You may reject such changes by giving written notice of such rejection within ten (10) calendar days from the date of the foregoing notice from Us, in which case We have the option of continuing to charge pre-change fees or declaring the contract pursuant to which We are providing such Services terminated, which termination will be effective thirty (30) calendar days after We provide written notice to You that We have elected to make such declaration, in which case such contract shall be treated as if it had expired by its own terms.

Consumer Price Index.  Charges will be increased (but never decreased) each year during the Service Term by the percentage increase, if any, in the Consumer Price Index – Urban Wage Earners and Clerical Workers (U.S. City Average, All Items, Base 1982-1984 equals 100) as published by the United States Department of Labor, Bureau of Labor Statistics (the “Index”).  The Index for the calendar month that is four (4) months before the Service Effective Date will be compared with the Index for the calendar month that is four (4) months before each anniversary of the Service Effective Date during the Service Term and upon Our election the recurring charges will be increased in accordance with the percentage increase, if any, between such Indexes.  Such charges are not subject to Section 2.7 (Changes in Fees).

Payments shall be made within thirty (30) calendar days or as specified on the invoice (“Invoice Due Date”) from the invoice date specified on the invoice (“Invoice Date”). For invoices distributed electronically, the Invoice Date is the same as if the invoice were billed on paper, not the date of the electronic delivery.

Late Payment.  All invoices must be paid in accordance with their terms without setoff or deduction.  Any unpaid balance, subject to Section 5 (Dispute Resolution), shall bear interest from the date due until paid at a rate equal to the lesser of 1.5% per month of such past due payment or the maximum rate permitted by law. We may apply any payments received by Us to any one of Your then-outstanding charges.

Payment Offset. At Our sole discretion, if You default on any payment obligation owed to Us under any agreement for more than thirty (30) calendar days and We have funds that are owed You, upon Our notification to You, We may offset that which We are owed by first applying such funds to the full balance due by You. Any amount remaining following the offset shall be remitted to You in the normal course of business.

Payments by Third-Party.  If payment for Service is submitted by a third-party on behalf of You to Us, within three (3) Business Days of written request to You, You shall identify in written form the relationship between You and the third-party. We may request a confirmation from the third-party for the payment made on Your behalf. The third-party who made payment on behalf of You to Us has no rights and benefits to any part of this Agreement. Our acceptance of any payments from a third-party shall in no way alter Your obligations hereunder nor shall such acceptance create any obligations by Us to such third-party. We reserve the right to investigate any of Your payments if We deem such action necessary or appropriate either to prevent improper use, fraud, or suspected illegal activities.

Currency.  Unless otherwise specified on a Service Order, all payments must be made by You to Us in United States of America dollars. Payment in the form of a check must be issued from a bank located within the United States of America.

You will be invoiced by Us and agree to pay (or reimburse Us if We have paid) for taxes and fees associated with Services (“Tax”) that We are legally required or permitted to collect from You.  Such Taxes may include, but are not limited to, sales, use, transfer, gross receipts, federal excise, right-of-way, franchise, privilege, property, occupational and similar taxes and surcharges.

To the extent a purchase of a Service is claimed to be for resale and thus subject to tax exemption,  You shall furnish Us a proper resale tax exemption certificate as authorized or required by statute or regulation of the jurisdiction providing said resale tax exemption.  Failure to timely provide said resale tax exemption certificate will result in no exemption being available to You for any period prior to the date that You present a valid certificate.  If applicable law excludes or exempts a purchase of services provided under this Agreement from a Tax, but does not also provide an exemption procedure, then We will not collect such Tax if You (i) furnish Us with a letter signed by an officer of You claiming an exemption and identifying the applicable law that both allows such exemption and does not require an exemption certificate; and (ii) supply Us with an indemnification agreement, reasonably acceptable to Us, that holds Us harmless from any Tax, interest, penalties, loss, cost or expense with respect to forbearing to collect such Tax.

With respect to any Tax or Tax-controversy covered by this Section, You may contest with the imposing jurisdiction, pursuant to applicable law and at Your own expense, any Tax that You are ultimately obligated to pay. You will ensure that no lien is attached to any of Our assets as a result of any contest. You shall be entitled to the benefit of any refund or recovery of amounts that You previously paid resulting from such a contest.  Amounts previously paid by Us shall be refunded to Us. You agree to indemnify Us and hold Us harmless for any costs incurred by Us as a result of actions taken by the applicable taxing authority to collect a Tax from Us due to Your failure to pay or collect and remit any Tax to such authority.  You shall ensure that the net amounts received by Us equal the amounts due under this Agreement as if such taxes or other charges did not exist.

Nothing shall prevent Us from paying any Tax to the appropriate taxing authority prior to the time:  (i) We bill You for such Tax, or (ii) We collect the Tax from You.  Notwithstanding anything in this Agreement to the contrary, You shall be liable for and We may collect Taxes that were assessed by or paid to an appropriate taxing authority within the statute of limitations period but not included on an invoice within four (4) years after the Tax otherwise was owed or due.

If You, in good faith, dispute all or any portion of any invoice, You may withhold payment of the disputed amount pending resolution thereof provided (i) You submit a written claim to Us within sixty (60) calendar days of the applicable Invoice Date, describing the dispute in reasonable detail, (ii) You make full and timely payment of all undisputed amounts and (iii) You negotiate in good faith to resolve any bona fide dispute within sixty (60) calendar days of the applicable Invoice Date. The late-interest charge provided for in Section 3.2 (Late Payments) shall not apply to any sum that is withheld by You in accordance with this Section during the period in which You so withhold such payment.

If You notify Us of the dispute within sixty (60) calendar days of the Invoice Date and the dispute is resolved in Our favor, the next invoice after the resolution shall include a charge for late-interest calculated in accordance with Section 3.2 (Late Payments) herein in connection with the amount that was withheld but was rightfully due Us.

If You fail to so notify Us of the dispute within sixty (60) calendar days of the Invoice Date, the unpaid charges shall be deemed overdue rather than in dispute and therefore subject to late-interest regardless of the outcome of the dispute. You waive the right to dispute any charges not disputed within ninety (90) day calendar days of the Invoice Date.