Digital TV Terms and Conditions

These Terms and Conditions (and all applicable addenda attached hereto, collectively, the "T&C") is made by and between the Customer and, as applicable, Cavalier Telephone, LLC, Cavalier Telephone Mid-Atlantic, LLC, and/or Cavalier IPTV, LLC ("Cavalier") for the Services identified by or in an Order Form, Work Invoice, or other Cavalier-authorized service-offer or work order documentation or information (collectively, the "Service Order"). Collectively, the T&C and the Service Order will be referred to herein as the "Agreement." Customer understands and agrees (a) the Services are being provided subject to the terms of this Agreement and the Service Order (including any addenda and amendments hereto or hereinafter), (b) the terms of this Agreement shall be incorporated into any Service Order executed by the Parties and the Parties' signature on such Service Order shall be evidence of the Parties' adoption of the terms of this Agreement for each Service Order and (c) this Agreement shall supersede and replace any prior Service Order and Agreement between the Parties 1. PREAMBLE . Cavalier will be responsible for providing certain services and products to Customer pursuant to this Agreement. Customer may submit one or more orders for service, equipment or materials to Cavalier, specifying (a) certain network services ordered from Cavalier, including but not limited to local, long distance (including international long distance), or data telecommunication services (including Digital Subscriber Line), Broadband or IP TV ("IPTV"), and other related telecommunications services at the physical locations identified in a Service Order (collectively, the "Services") along with a separate term commitment for each Service Order, (b) certain equipment or materials, whether sold, licensed or leased to Customer, which may be required in connection with the Services (collectively, the "Products"), and (c) delivery location of the Services or Products (the "Premises") Cavalier retains title to the Products used to deliver the Services, except for Products sold to Customer. Cavalier will use all commercially reasonable efforts to deliver the Services on or before the date set by Cavalier. Customer understands that an interruption of Services may occur in transferring the Services from the Customer's current provider to Cavalier, despite Cavalier's best efforts to switch the Services without interruption. Cavalier's liability for timely installation and cut-over, proper testing, and operation of the Services shall be limited as set forth herein. Customer's liability shall not be reduced for untimely installation of Services and Products. Cavalier measures calls in durational increments identified for each service (including but not limited to measured-rate calls for local, intra-lata, inter-lata and international toll services). All measured-rate calls that are fractions of a measurement increment are rounded-up to the next whole unit. Cavalier uses two decimal points for billing all measured-rate calls. Cavalier bills the Customer a minimum of $0.01 for each measured-rate call.

2. CUSTOMER'S OBLIGATIONS. Customer's responsibility shall include but not be limited to: (a) providing and maintaining adequate space, power and climate control, for the Services and the Products (b) providing Cavalier with continuous and reasonable access and rights-of-way to the Premises for access to all equipment and facilities, including routes for Cavalier's cable access to the Premises; (c) paying Cavalier, (i) advance monthly charges billed by Cavalier within thirty (30) days after the invoiced date, with adjustments applicable to following months, including any late payments (including insufficient funds) calculated at 1.5% per month or the highest rate allowed by law (the first monthly invoiced amount includes the period from the installation of service through the end of the next full month, including i, ,,,installation charges for the Services or Products), (ii) all charges for the Service and Products, including but not limited to (A) any unauthorized charges incurred by a third party in relation to the Services or Products, (B) all undisputed portions of charges, (C) all service charges for visits to the Premises (unless waived); (iii) any damages caused by Customer, or allowed to be caused, to the Products, including but not limited to Customer's negligence or willful acts or by fire, electrical, lightning surges, or any other cause except Cavalier's equipment malfunction; (iv) all non-recurring charges ("NRC") (i.e., installation fees, setup fees, and other fees related to providing the Services or Products) associated with the installation or delivery of the Services or Products, unless specifically waived on the Service Order submitted for the Services or the Products and (v) all applicable federal, state, or local use, excise, sale, access, franchise, license fees, taxes, duties, or other governmental taxes, fees or liabilities incurred by Customer, however designated, whether charged to or against Cavalier or Customer for the Services or Products furnished by Cavalier; (d) taking all reasonable precautions in (i) guarding against the acts or causes of any action to rearrange, disconnect, remove, attempt to repair, or otherwise tamper with the Products, the Services or any facilities or equipment installed by Cavalier, (ii) using the Services, the Products, or any facilities or equipment installed by Cavalier for any purpose other than as contemplated by the Agreement, and (iii) maintaining and operating Customer's activities, facilities, and equipment to protect against hazard or injury and to avoid interfering with the Services or the Products; (e) defending, indemnifying, and holding Cavalier harmless, for all of Cavalier's costs, expenses, damages, fees, or penalties, including, but not limited to, reasonable attorneys' fees and expenses, related to (i) any damages, mistakes, accidents, omissions, interruptions, defects or liability (including patent infringement) arising from or related to the Services or Products, whether by delay, error, or other problems that are caused in whole or part, directly or indirectly, by any act or omission of Customer, including but not limited to Customer's agents, employees, representatives, initiatives, licensees, contractors, successors, or assigns, or that arise from or are caused by the use of the Services or Products provided by Customer or anyone else other than Cavalier, (ii) any manner of use of the Services or Products inconsistent with this Agreement or not contemplated by Cavalier and over which Cavalier exercises no control, (iii) any content of any communications transmitted via the Services or Products by Customer related to such content; and (iv) collecting any outstanding balance for the Customer's account, (v) enforcing any provision of this Agreement; (f) waiving any defense, whether in contract or tort, including but not limited to (i) payment of any charges not disputed in writing within ninety (90) days after the invoice date with the alleged dispute and (ii) any defense as to the validity of any liquidated damages stated in this Agreement as they may appear on the grounds that such liquidated damages are void as penalties or are not reasonably related to actual damages; (g) upon cancellation of any Service, Customer shall (1) return to Cavalier the Products undamaged and in good working order and condition or (2) pay Cavalier the charges identified in a Service Order for any damaged or unreturned Products.

3. DELIVERY OF PRODUCTS AND SERVICES. Services and Products provided under this Agreement are subject to the continuing availability of all underlying facilities and the Services and Products themselves. Cavalier may modify the pricing of Services upon notice to Customer. Cavalier may also terminate any or all Services provided under this Agreement without further liability to Customer, upon notice to Customer. Any DSL service is a "Best Effort Service" and may not be available in all locations. Paragraph three (3) of this Agreement shall supersede any contradictory provision in the Tariff.

4. SUSPENSION OF SERVICE. If Cavalier does not receive payment in full on or before the respective due date, Cavalier shall have the right, upon ten (10) days' notice, to suspend or discontinue the Services and to demand return of Products.

5. SYSTEM MAINTENANCE. Cavalier performs scheduled and unscheduled maintenance and repair of the network from time to time. Cavalier reserves the right to disrupt the Services at any time for emergency maintenance and repair. If Customer experiences an outage of Services for an unscheduled, non-maintenance related outage, and not excepted by this Agreement, then Customer's sole remedy is issuance of any applicable credits pursuant to Section 7 herein. If Customer experiences an outage of Services for a scheduled, regular maintenance related outage, Customer shall not receive any credits unless such outage exceeds twenty-four (24) continuous hours, then such outage shall be credited pursuant to Section 7 herein as if such outage was deemed "unscheduled."

6. LIMITATION OF LIABILITY. (a) Except as otherwise stated in this Agreement, Cavalier shall not be liable to Customer or any other person for any direct, indirect, special, incidental, reliance, consequential, exemplary, or punitive damages, expenses, costs, fees, or penalties, including but not limited to loss of revenue or profits, whether foreseeable or not, for any reason whatsoever, including but not limited to any act or omission, failure to perform, delay, errors, interruption, failure to provide any of the Services or the Products, or any failure or breakdown of facilities (the "Service Issue") or other defects, representations, or use of the Services or the Products, by Cavalier, by Customer, by Customer's agents, employees, representatives, invitees, licenses, contractors, successors, or assigns, or by any other third party; (b) CAVALIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (c) Credits. Cavalier's sole responsibility to Customer for the failure of any Product shall be that Product's repair or replacement at Cavalier's sole discretion. Cavalier's sole responsibility to Customer (and Customer's sole remedy against Cavalier) for any unscheduled interruption of the Services (a "Service Disruption," defined as Cavalier's inability to provide a service level of 99.9% or more) shall be the issuance of applicable credits as follows: (A) for Data Services, (i) a credit equal to one-third (1/3) of the pro-rated daily monthly recurring charge ("MRC") for Services for a Service Disruption that continues for over forty-three (43) continuous minutes and up to eight (8) continuous hours, (ii) a credit equal to one pro-rated daily MRC for each period over eight (8) continuous hours and up to twenty-four (24) continuous hours during a Service Disruption, and (iii) a credit equal to one pro-rated daily MRC for each additional continuous twenty-four (24) hours of Service Disruption above the initial twenty-four (24) hour period. This credit applies only to Service Disruptions caused by problems or failures that are not caused by Force Majeure and that occur on the Cavalier side of the interface between Cavalier's equipment or facilities and (i) Customer's equipment or facilities or (ii) a third party's equipment or facilities. DSL is a "Best Efforts Service" and no credit is provided for any DSL service outages or interruptions. (B) for Voice Services (i) Customer will receive a credit for disruptions of the Services that exceed one hundred twenty (120) continuous minutes per year at the rate of 1/720 of the monthly charge for each hour that the Service is interrupted (ii) Customer will not receive a credit for disruptions of the Services that do not exceed one hundred twenty (120) continuous minutes per year. Interruption of the Services is measured from the time Customer notifies Cavalier of the interruption. (C) for IPTV (i) customers may receive a credit for disruptions of the IPTV Service in excess of 24 hours at a daily pro rata rate. In order to receive any credit, Customer must inform Cavalier of any disruption at the time the disruption occurs; (d) Customer shall file a written dispute for any charges for Services or Products listed on the Customer's invoice within ninety (90) days from the date of the invoice containing disputed charges for any Services or Products. If Customer timely files a written dispute for Services or Products identified on a monthly invoice, then Cavalier will consider the Customer's dispute and issue credits in connection with this Agreement; (e) Cavalier shall not be liable to Customer or any other person for (1) any acts of God, fires, floods, earthquakes, explosions, hurricanes, storms, or other catastrophes; national emergencies, insurrections, riots, terrorism, wars, or other civil commotions; strikes, lockouts, work stoppages, or other labor difficulties; unavailability, failure, or malfunction of equipment or facilities, cable cuts, unavailability of rights-of-way or materials, and labor difficulties of any kind; and any law order, regulation, or other action of any governing authority or agency thereof; (2) any unlawful or unauthorized use of Cavalier's facilities, the Service, or the Products; (3) libel, slander, invasion of privacy, or infringement of trademarks, patents, trade secrets, or copyrights arising from or in connection with the transmission of communications by means of facilities, the Services or the Products provided by Cavalier or in combination with services provided by Customer or others; (4) breach in the privacy or security of communications transmitted over Cavalier's equipment or facilities; (5) changes in any of Cavalier's facilities, operations, or procedures that render obsolete any equipment, facilities, or service provided by Customer, or that require modification or alteration of Customer's equipment, facilities, or services or otherwise affects their use or performance; (6) defacement of or damage to Premises resulting from the installation or furnishing of the Services or the Products; (7) any representations made by Cavalier employees that are inconsistent with the provisions of this Agreement; (8) any act or omission in connection with the provision of 911, E911, or similar services; (9) any non-completion of calls due to network busy conditions; (f) Monthly Credit. Credits for Service Disruptions are allowed only once per month. Customer shall not receive credits if disruption results in whole or in part from (i) failure of Customer's equipment, facilities or applications, (ii) any act or omission of Customer or a third party who is not Cavalier's agent, employee, or contractor, or (iii) Force Majeure; (g) Cavalier shall not be liable for any interruption caused by an act or omission of any other person or provider furnishing any portion of the Services, including directory listings; (h) Cavalier or any other provider furnishing any portion of the Services shall not be liable or responsible for any fraudulent or unauthorized calls originating from or terminating to the Premises or related to the Services.

8. CANCELLATION. (a) Cavalier may terminate the Services and at its sole discretion, at any time, for any material noncompliance with this Agreement, including but not limited to, failure to pay all amounts due, rejection of any form of payment, violation of any legal requirement, violation of terms of Cavalier's Internet Access and Internet-Related Services Agreement (posted at www.cavtel.net), breach of any Service Order, suspected or actual fraud or misrepresentation or commercially reasonable suspicion thereof, or Customer's bankruptcy, insolvency, assignment for benefit of creditors, or any similar action or in the event Cavalier incurs charges as set forth in paragraph 2 herein. If Cavalier terminates the Services or Service Order, demands the return of the Products or demands an Equipment Fee, then Cavalier may collect all amounts identified in this Agreement (and Service Order), as if Customer had voluntarily cancelled this Agreement (or a Service Order). Cavalier has the sole discretion over terms of restoration of the Services or the Products. (b) Customer may, at any time, terminate any portion of the Services (the "Termination"), upon thirty (30) days prior written notice to Cavalier and shall pay to Cavalier any outstanding charges, including an IPTV termination liability fee ("Term Fee") calculated as follows: where Customer cancels IPTV service later than 1 month but earlier than 3 months after Installation, the Term Fee shall be $399; where Customer cancels IPTV service later than 3 months but earlier than 9 months after Installation, the Term Fee shall be $299; where Customer cancels IPTV service later than 9 months but earlier than 12 months after Installation, the Term Fee shall be $199 (for purposes of this section, a month shall be 30 days).

9. TARIFF APPLICATION. The Service or any other matters described in or related to this Agreement which are or later become subject to any of Cavalier's tariffs (collectively, the "Tariff") filed with, or regulations of, the FCC, any state commission, or any other government body, board, or commission of competent jurisdiction, the provisions of the Tariff or regulations shall take precedence over conflicting provisions of this Agreement, unless otherwise set forth herein.

10. AMENDMENTS. Cavalier may, upon thirty (30) days' written notice, amend this Agreement at its sole discretion. Customer shall object to any change or amendment to the terms of this Agreement within the designated thirty (30) day period or shall be stopped and barred from contesting the validity of such changes or amendments. Customer may not amend or change this Agreement.

11. JURISDICTION AND VENUE. This Agreement, and all matters arising out of or related to it, shall be governed by the laws of the Commonwealth of Virginia , without regard to Virginia 's conflicts of law rules. Any disputes concerning this Agreement shall be resolved in one of the following courts of the Commonwealth of Virginia : (a) the General District Court for the City of Richmond , (b) the Circuit Court for the City of Richmond , or (c) the United States District Court for the Eastern District of Virginia, Richmond Division. The Parties agree that such courts provide a proper and convenient venue, and hereby waive the following: (a) their right to proceed in any other court, forum or venue, (b) their right to raise subject matter jurisdiction, (c) their right to raise personal matter jurisdiction, or (d) any other defense to the selection of the jurisdiction and venue for all matters arising out of or related to this Agreement.

12. NOTICE. Notice under this Agreement shall be given as follows: (a) any notice Cavalier gives to Customer is deemed properly given when (i) delivered in person, (ii) sent by facsimile, (iii) sent by courier, (iv) sent by electronic mail, or (v) sent by U.S. Postal Service, to the contact information designated on Cavalier's account for Customer; and (b) any notice Customer gives to Cavalier shall be directed to Cavalier, Attn: Legal Department, 2134 W. Laburnum Ave., Richmond, Virginia 23227. Customer will immediately notify Cavalier of any changes to Customer's contact information (including billing address, physical address, telephone numbers, facsimile numbers or electronic email). The effective date of any Notice under this Agreement shall be the date such notice is sent.

13. SOFTWARE. Licensed Software means computer software required to use the Products or the Services. (a) To the extent needed, Customer has a nonexclusive, nontransferable license to use Licensed Software, but only if required for delivery of the Services or Products. (b) Customer has no claim to any ownership in any Licensed Software (or any derivations/improvements thereto). (c) Customer agrees not to (i) copy Licensed Software; (ii) reverse engineer, decompile or disassemble Licensed Software; (iii) sell, lease, license or sublicense Licensed Software; or (iv) create, write or develop derivative software or other software based on Licensed Software or Confidential Information.

14. ENTIRE AGREEMENT. The Agreement is the entire agreement between the parties regarding the Services and the Products, superseding all prior or other agreements, whether verbal or written that are contrary to this Agreement.

15. GENERAL PROVISIONS. (a) Failure of either party to give notice of default or to enforce any term or condition of this Agreement, or waiver of any term or condition of this Agreement, shall not constitute permanent or general waiver of that term or provision. (b) The provision of the Services will not create a partnership, joint venture or agency relationship between the parties nor result in joint communications service offerings to the customers of either Cavalier or the Customer. (c) If Cavalier seeks to enforce any term or condition of this Agreement or any obligation arising out of or related to this Agreement, then Cavalier shall be entitled to recover, in addition to any other remedies, its reasonable attorneys' fees, court costs, costs of investigation, and any other related costs or expenses. (d) Customer agrees not to use the Services, the Products or any facilities or equipment of Cavalier for any unlawful purpose. (e) Customer agrees not to sell or re-sell any of the Services provided by Cavalier, and Customer agrees not to compete with Cavalier in providing any of the Services. (f) Customer shall not assign or transfer any of its rights or obligations hereunder without Cavalier's prior written consent. (g) If any term or condition in this Agreement is, to any extent, held invalid or unenforceable in any respect, then the remainder of the Agreement shall not be affected and each term or condition of the Agreement shall be valid and enforceable to the fullest extent permissible by law. (h) Descriptive headings used herein shall not affect the construction or interpretation of the Agreement. (i) The Parties agree that this Agreement shall be incorporated into each Service Order and each Party shall abide by the terms of this Agreement in reference to the Services under each Service Order (j) Cavalier may verify and use Customer's credit information and Customer certifies any information provided to Cavalier is true and accurate to the best of Customer's knowledge and any principals or partners thereof.

*Actual Channel Selection and Configuration subject to change without notice.