This Master Agreement between Aroostook Internet, a Maine Corporation (“we”, “Aroostook Internet”) and the Customer identified below (“_______________________”) includes the attached Service Schedules and Service Quotations (collectively “Schedules”) together with any additional Schedules mutually agreed to in writing in the future.

1.       Services. We will provide you the Aroostook Internet services specified in the Schedules(s) (“Service”).  Our commencement of providing any of the Services to you shall constitute our acceptance of this Master Agreement.

2.       Prices.  Prices are stated in the Schedule and are guaranteed for the Service Period stated in the Schedule.  If any of the Services are on a month-to-month basis, we will give you at least thirty (30) calendar days prior notice of a price change.  You are responsible for all charges associated with the Service and rate plan selected, including, taxes, usage charges, tariffs, telecommunications surcharges or other applicable governmental charges due on account of the Services.

3.       Payment.  Unless otherwise stated in a Schedule, we will invoice you monthly.  Payment is due upon receipt of invoice and shall be made in U.S. currency.  A payment received thirty (30) days after the invoice date is considered past due. For overdue invoices, you will pay interest of 1.5% for each month or part of a month (or the maximum interest allowed by law, whichever is less).  Aroostook Internet may assign unpaid delinquent charges to a collection agency for action. If Aroostook Internet resorts to legal action to recover monies due, Customer agrees to reimburse Aroostook Internet for all expenses incurred to recover such monies (including attorney’s fees.) Customer authorizes Aroostook Internet to conduct a credit search which Aroostook Internet will use to determine the credit worthiness of the Customer.  Aroostook Internet may terminate this Agreement if, in the sole opinion of Aroostook Internet, the results of such search are deemed unacceptable.  If Service is terminated by either you the customer or Aroostook Internet the provider on or after the 15th of any month you will be required to pay the full amount due for that month.

4.       Our Responsibility.  We are responsible for providing the Service by qualified personnel in accordance with generally recognized industry standards.. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR ARISING BY COURSE OF PERFORMANCE, DEALING, CUSTOM OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE KNEW OR SHOULD HAVE KNOWN SUCH PURPOSE) AND NONINFRINGEMENT.  YOU AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT THE SPEED AND UNINTERRUPTED USE OF THE SERVICE ARE NOT GURANTEED.

5.       Your Responsibility.  You are responsible for the manner in which you use the Service, including the policies and procedures you establish to protect the security of your data, software, computer network and other facilities; your choice of equipment, software and online content; and all other matters related to how you access and use the Service.  You agree to provide us with the access and support required to allow us to implement, maintain and provide the Service.  Unless expressly permitted by a Schedule or separate reseller agreement with us, you shall not resell Service, or access to Service, directly or indirectly to third parties.

6.       Indemnification.  We will indemnify you for damages, costs, liabilities and attorneys fees you incur from any claim that our Service infringes any U.S. patent, copyright, trademark, trade secret or other intellectual property right of a third party and/or under U.S. Law.  You will indemnify us for damages, costs, liabilities and attorneys fees we incur from any claim arising from your use of the Services (including without limitation, violations of copyrights or other intellectual property rights of others), your combination of the Services with other products or services not provided by us, or your modification of the Services.  The indemnifying party shall conduct the defense and shall have control of the litigation and settlement, if any; as a condition of indemnification, the indemnified party shall give prompt notice of all claims and shall cooperate in defending against the claim.  THE PARTIES DISCLAIM ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THE TERMS OF THIS SECTION.

7.       Compliance with Laws.  You are responsible for all use of the Service under your account.  You shall not use or permit others to use the Service in ways that violate any law or applicable regulations or our Acceptable Use Policy (“AUP”) which is published on our web site at http://www.ainop.com, infringe the rights of others, or interfere with the users, services, or equipment of our network or other networks.  For example, you shall not distribute unsolicited advertising, chain letters or unsolicited bulk electronic mail (“spamming”); propagate computer worms, destructive programs or denial of service attacks or viruses; use a false identity; attempt to gain unauthorized entry to other computers, data or any site or network; distribute child pornography, obscenity or defamatory material over the Internet; or infringe copyrights, trademarks or other intellectual property rights.  You further agree to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Service.   If the Service is provisioned outside the U.S., you agree to abide by all applicable local laws and regulations, including without limitation any laws governing the import of the Service.  We reserve the right to suspend or terminate the Service (or any portion thereof) without notice in the event that your use of the Service, in our reasonable judgment violates any applicable export law, local law, regulation or ordinance, or the terms of this Agreement or our AUP.  We will also terminate your service if you are determined to be a repeat infringer of the copyright of others according to our appropriate policy regarding repeat infringement.

8.       Software Provided.  In the event Aroostook Internet provides any software to you in connection with the Services, we grant you a personal, non-exclusive, non-transferable license, for the duration of the Service Period, to use such software in object code form only on the hardware on which it is installed for the sole purpose of enabling you to use the Service.  You acknowledge that the software is copyrighted, that title to such software, including any tangible media by which the software was transferred to you, remains with us or our suppliers,  and that the content and design of such software are valuable trade secrets.  You are authorized to make one copy of the Software for backup purposes only.  You agree not to, directly or indirectly, (a) disclose or make available to third parties any portion of such software without our advance written permission; (b) further copy or duplicate such software; (c) reverse engineer, decompile or disassemble such software; (d) make derivative works from such software; or (e) modify such software.  YOU ACKNOWLEDGE THAT WE AND OUR THIRD PARTY SOFTWARE SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  YOU FURTHER UNDERSTAND AND AGREE THAT WE DO NOT GUARANTEE, AND SPECIFICALLY DISCLAIM ALL LIABILITY RELATING TO, THE PERFORMANCE OF ANY THIRD PARTY SOFTWARE WE PROVIDE TO YOU.

9.       Return of Equipment and Software.   If applicable, upon termination or expiration of the Service Period (unless extended by both parties), you agree to return to us all hardware and software (other than hardware and software which you have purchased from us) which we have provided to you in connection with the Services. This includes the Radio and Antenna.  In the event such hardware and software is not returned to us within thirty (30) calendar days following such termination or expiration, we will charge you the undepreciated list price of the unreturned hardware and software, in addition to all applicable late return fees. 

10.    Termination for Default.  Either party may terminate or cancel this Master Agreement if the other fails to cure a material breach of the Master Agreement within thirty (30) calendar days after receiving written notice of the breach.  We reserve the right, but assume no obligation, to suspend performance immediately if you are more than thirty (30) calendar days overdue in payments or if, in our reasonable judgment, you have violated any provision of this Master Agreement, including our AUP.

11.    Resolution of Disputes.

        (a)   The parties desire to resolve disputes arising out of this Master Agreement without litigation. Accordingly, except for action seeking a temporary restraining order or injunction related to the purposes of this Master Agreement, or suit to compel compliance with this dispute resolution process, the parties agree to use the following alternative dispute resolution procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Master Agreement or its breach.

        (b)   At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Master Agreement.  The parties intend that these negotiations be conducted by non-lawyer, business representatives.  The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives.  Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations.  Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties.  Documents identified in or provided with such communications that are not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit.

        (c)   If the negotiations do not resolve the dispute within sixty (60) calendar days of the initial written request, the dispute shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  A party may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this section.  Each party may submit in writing to a party, and that party shall so respond, to a maximum of any combination of twenty-five (25) (none of which may have subparts) of the following: interrogatories, demands to produce documents and requests for admission.  Each party is also entitled to take the oral deposition of one (1) individual representing another party.  Additional discovery may be permitted upon mutual agreement of the parties.  The arbitration hearing shall be commenced within sixty (60) calendar days of the demand for arbitration.  The arbitration shall be held in Aroostook County in the State of Maine.  The arbitrator shall control the scheduling so as to process the matter expeditiously.  The parties may submit written briefs.  The arbitrator shall rule on the dispute by issuing a written opinion within thirty (30) calendar days after the close of hearings.  The times specified in this section may be changed upon mutual agreement of the parties or by the arbitrator upon a showing of good cause.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

        (d)   Each party shall bear its own costs of these procedures.  A party seeking discovery shall reimburse the responding party the costs of production of documents (to include reasonable search time and reproduction costs).  The parties shall equally split the fees of the arbitration and the arbitrator.

12.    Limitation of Liability.  EXCEPT FOR (A) INDEMNIFICATIONS PURSUANT TO SECTION 6 ABOVE, (B) BREACH OF ANY CONFIDENTIALITY OBLIGATIONS MADE PART OF THIS AGREEMENT, AND (C) BREACHES BY YOU OF LICENSE TERMS APPLICABLE TO AROOSTOOK INTERNET PROVIDED SOFTWARE, NEITHER PARTY (NOR ITS SUPPLIERS OR CUSTOMERS) SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.    Limitation of Damages.   OUR AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE OR DISRUPTION OF SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUIVALENT TO CHARGES PAID BY YOU UNDER THE APPLICABLE SERVICE AGREEMENT DURING THE PERIODS WHEN SUCH CLAIM AROSE.  SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES.  IN THESE JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14.    Update of Services.   Aroostook Internet reserves the right to make changes to Service components if such components are no longer supported by us.   If such a change adversely affects your use of the Service, and we cannot reasonably mitigate the impact, then you may terminate the Service without further obligation. 

15.    IP Addresses.  Upon expiration, cancellation or termination of the Master Agreement or an applicable Schedule, you shall relinquish any IP addresses or address blocks assigned to you by us.  If we deem it necessary for technical reasons, you may be required to renumber the IP addresses assigned to you by us.  All fees associated with domain name registration and periodic maintenance of domain names are your responsibility.  The registrar or we, on registrar’s behalf, will bill such fees directly to you.  Such fees are not included in the prices for the Service. 

16.    Force Majeure.  If the performance of any obligation hereunder is interfered with by reason of any circumstance beyond our reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, power surges or failures, or the act or omission of any third party, we shall be excused from such performance to the extent necessary, provided that we shall use reasonable efforts to remove such causes of nonperformance.

17.    Publicity.  Customer shall not use any trademark, trade name, trade dress or any name, picture or logo which is commonly identified with Aroostook Internet or it affiliates, or from which any association with Aroostook Internet, or its affiliates may be inferred or implied, in any manner, including but not limited to advertising, sales, promotions, press releases or otherwise, without the prior written permission of Aroostook Internet.

18.    Miscellaneous.  The terms and conditions of this Master Agreement supersede all previous agreements, proposals or representations related to the Service.  You may not assign this Master Agreement without our prior written consent.  We may freely assign this Master Agreement. This Master Agreement shall be governed by the laws of the State of Maine, without regard to its conflicts of laws rules. Any changes to this Agreement, or any additional or different terms in your purchase orders, acknowledgments or other documents, will not be effective unless expressly agreed to in writing by us. Any notices or demands or other communications which under the terms of this Agreement or under any statute must or may be given or made by either party shall be in writing to the respective parties as set forth herein.  Notices to us shall be to the attention of the Legal Department.  Either party may change the notice address or addressee by giving notice thereof to the other party.  Notices may be given to the address listed  below by first class U.S. mail, or nationally recognized overnight express courier.  Notices shall be deemed to have been given on receipt if delivered by overnight express courier or  three (3) days after delivery to the United States Postal Service if mailed.  If any of the terms or conditions in this agreement are properly found to be invalid or unenforceable by a government body, the remaining terms or conditions of this agreement shall not be affected by the finding and shall continue to apply as necessary to reflect the original intention of the parties.  Aroostook Internet’s failure at any time to enforce any provision of this Master Agreement or any right or remedy available hereunder or at law or equity, or to exercise any option herein provided shall in no way be construed to be a waiver of such provision, right, remedy or options or in any other way affect the validity of this Agreement.  The exercise by Aroostook Internet of any rights, remedies or options provided hereunder or at law or equity shall not preclude or prejudice Aroostook Internet from exercising thereafter the same or any other rights or remedies or options.