Terms and Conditions of Service

Tennessee Independent Telecommunications Group, LLC (TITG) d/b/a IRIS NETWORKS

A. APPLICABILITY OF TERMS. These Terms and Conditions govern the provision of Services by Tennessee Independent Telecommunications Group, LLC dba IRIS Networks (“IRIS Networks” or “IRIS”) to Customer. These Terms and Conditions, together with any applicable Service Order, Service Level Agreement, Service Schedule, Acceptable Use Policy, and other documents incorporated herein by reference, constitute the Agreement between IRIS Networks and Customer governing the Services.

The terms of this Agreement become binding upon the earlier of execution of a Service Order, Customer’s acceptance or use of Service, or any other act expressly identified as acceptance, and Customer agrees to be bound by this Agreement.

B. DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below:

Acceptable Use Policy (AUP) means the IRIS Networks Acceptable Use Policy, as amended from time to time and posted on the IRIS Networks website.

Agreement means these Terms and Conditions, any applicable Service Order, Service Level Agreement, Service Schedule, and any other documents incorporated herein by reference.

Customer means the person or entity ordering or receiving Services from IRIS Networks.

End User means any person or entity that directly or indirectly uses the Services through Customer.

Force Majeure Event means any event beyond a party’s reasonable control, as further described in the Force Majeure Section of this Agreement.

Monthly Recurring Charge (MRC) means the recurring monthly charge applicable to a Service.

Non-Recurring Charge (NRC) means a one-time charge including, but not limited to, installation, activation, construction, expedite, change, move, disconnect, or other non-recurring charges.

Protected Service means a Service that is expressly designated as a “Protected Service” in the applicable Service Order Agreement (SOA). Only Services specifically identified as Protected Services in the applicable Service Order Agreement shall be eligible for Service Credits under Section L of this Agreement.

Service means any telecommunications service, Internet access service, Ethernet service, transport service, wavelength service, voice service, managed service, or other service provided by IRIS Networks.

Service Commencement Date means the date on which IRIS Networks makes a Service available for Customer’s acceptance, whether or not Customer begins utilizing the Service.

Service Level Agreement (SLA) means any written service level agreement applicable to a Service.

Service Order Agreement (SOA) means any order form, sales order, service order, addendum, amendment, or other ordering document accepted by IRIS Networks describing the Services to be provided to Customer. The SOA may also be referred to as the Service Order in communication with the Customer.

Service Term means the initial term and any renewal term applicable to a Service as specified in the applicable Service Order.

Taxes and Fees means all applicable federal, state, local, municipal, regulatory, universal service, telecommunications, sales, use, excise, gross receipts, franchise, right-of-way, and similar taxes, fees, assessments, surcharges, and charges imposed by a governmental authority.

Third-Party Provider means any vendor, supplier, carrier, local access provider, underlying network provider, utility, or other third party whose facilities, services, or equipment are used in connection with the Services.

C. ORDER OF PRECEDENCE. In the event of a conflict between documents governing the Services, the following order of precedence shall apply: 1.The applicable Service Order Agreement executed by both parties. 2. Any applicable Service Schedule, Product Description, Service Level Agreement, or service-specific attachment. 3. Any executed Master Services Agreement. 4. These Terms and Conditions. 5. The Acceptable Use Policy and any other policies incorporated by reference. To the extent possible, all documents shall be interpreted consistently. If a conflict cannot be reconciled, the higher-priority document shall control.

D. SERVICE OFFERING. IRIS NETWORKS with offices located at 5250 Virginia Way, Suite 150, Brentwood, TN 37027, agrees to provide the products and services (“Services”) referenced in this Agreement, and as designated on the IRIS NETWORKS’ Service Order Agreement (“SOA”). This Agreement between Customer (hereinafter referred to as “Customer”) and IRIS NETWORKS sets forth the legal rights and obligations governing IRIS NETWORKS’ provisioning of and delivery of Services to Customer and Customer’s use of those Services. The Service Order Agreement (SOA) is incorporated herein by reference. In the event of a conflict, the Order of Precedence Section of this Agreement shall control.

E. SUBMISSION OF SERVICE ORDER AGREEMENT FORMS. To order any Service, Customer must submit a signed Service Order Agreement requesting Service, unless otherwise agreed in writing. The Service Order Agreement form and its backup detail must include a description of the Service, the nonrecurring charges and monthly recurring charges for Service and any applicable Service Term.

F. TERMS. The initial Service term shall be as set forth on the Service Order Agreement (as specified, the “Initial Term” or “Term”). If no Initial Term is set forth, the term of the Service Order Agreement is one year (12 months). Unless otherwise specified in a Service Order, Services shall commence on the Service Commencement Date and continue for the initial term stated in the applicable Service Order. Upon expiration of the initial term, Services shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days before the expiration of the then-current term and at the rates specified in the Service Order Agreement (unless otherwise stated in the notice) and pursuant to the Terms and Conditions. If Customer chooses to take Services for a minimum term and Customer cancels service before the end of the Term, Customer shall be subject to various early termination charges, as further explained herein.

G. RATES. The rates for Services shall be set forth in the Service Order Agreement and shall be valid for the Initial Term, and any automatic renewals, as referenced in Section F of the Terms and Conditions, subject to any applicable regulatory approvals. IRIS Networks shall have the right to change rates for the renewal term with sixty (60) days’ notice to the Customer before the end of the term.

H. RIGHT TO MAKE SERVICE CHANGES. IRIS Networks may, in its reasonable discretion and without liability to Customer, change the methods, technologies, network facilities, suppliers, vendors, underlying carriers, local access providers, equipment, routing, or processes used to provision, operate, maintain, support, or deliver the Services, provided that such changes do not materially degrade the overall functionality of the affected Service. IRIS Networks may also modify, replace, upgrade, or reconfigure network facilities and service delivery methods as part of its ongoing network operations, maintenance, modernization, or business requirements. When reasonably practicable, IRIS Networks will provide advance notice of material changes affecting the Services.

I. PAYMENT. Customer shall pay IRIS Networks all applicable charges for Services provided under this Agreement, including, without limitation, non-recurring charges, monthly recurring charges, usage-based charges, taxes, surcharges, fees, and applicable early termination charges. Installation charges, activation charges, and termination charges are non-refundable except as expressly stated in this Agreement.

Billing for Services shall commence on the Service Commencement Date. IRIS Networks may invoice Customer electronically, and Customer agrees that electronic delivery satisfies any requirement for delivery or presentment of invoices.

Unless otherwise specified in a Service Order Agreement or invoice, all invoices are due and payable within thirty (30) days after receipt. Receipt shall be presumed three (3) days following mailing or, for electronically delivered invoices, on the date transmitted.

Monthly recurring charges shall be billed in advance. Non-recurring charges, usage-based charges, and other applicable fees may be billed in arrears. Customer shall pay all amounts due without deduction, setoff, counterclaim, withholding, or reduction of any kind, except as required by law.

Invoices may include recurring charges, non-recurring charges, taxes, regulatory fees, surcharges, pass-through charges, and any other charges applicable to the Services. Customer agrees that any additional Services requested by Customer, including but not limited to service call-outs, upgrades, relocations, modifications, expedites, moves, additions, changes, or other requested service modifications, may result in additional charges, which Customer agrees to pay when invoiced.

Any amount not paid when due shall be subject to a late payment charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until paid in full. Customer shall reimburse IRIS Networks for all reasonable costs incurred in collecting overdue amounts, including reasonable attorneys’ fees, court costs, collection agency fees, and related expenses.

Customer authorizes IRIS Networks to obtain and review credit information from credit reporting agencies and other sources to evaluate Customer’s financial condition and creditworthiness. IRIS Networks may require Customer to provide financial statements or other information reasonably necessary to evaluate Customer’s creditworthiness.

IRIS Networks may require Customer to provide a deposit, advance payment, bond, letter of credit, or other financial assurance as a condition of providing or continuing Service. Such financial assurance may be required at Service commencement or thereafter if Customer becomes delinquent, Customer’s financial condition materially changes, or IRIS Networks reasonably determines that additional credit protection is warranted. Any required deposit may be equal to up to two (2) months of recurring charges plus applicable installation charges.

IRIS Networks may apply any deposit, advance payment, or other financial assurance to any amounts owed by Customer, including unpaid charges, late fees, collection costs, and attorneys’ fees. Any remaining credit balance shall be refunded to Customer after all Services have been terminated and all outstanding obligations have been satisfied.

IRIS Networks may apply Customer payments to any outstanding charges in such order and priority as IRIS Networks determines appropriate.

Failure to timely pay undisputed amounts when due shall constitute a material breach of this Agreement and may result in suspension or termination of Services pursuant to the terms of this Agreement.

J. TAXES AND REGULATORY FEES. Customer shall be responsible for and shall pay all applicable federal, state, local, municipal, regulatory, and governmental taxes, fees, assessments, surcharges, and charges arising from or relating to the Services provided under this Agreement, including, without limitation, sales taxes, use taxes, gross receipts taxes, excise taxes, telecommunications taxes, franchise fees, rights-of-way fees, utility fees, Universal Service Fund (USF) charges, E911 fees, regulatory recovery fees, and similar governmental or carrier-imposed charges.

Such taxes, fees, assessments, surcharges, and charges may be invoiced separately or included on Customer’s invoice, and Customer agrees to pay all such amounts when due. Customer shall not be responsible for taxes imposed on IRIS Networks’ net income, property, payroll, or corporate franchise obligations.

If Customer claims an exemption from any applicable tax or fee, Customer shall provide IRIS Networks with valid exemption documentation acceptable to the applicable taxing authority prior to invoicing. Certain federal forms, like USF, will need annual certification from the Customer. Customer shall remain responsible for any taxes, fees, penalties, interest, or assessments resulting from Customer’s failure to provide or maintain valid exemption documentation.

IRIS Networks may modify, add, remove, increase, decrease, collect, or pass through regulatory fees, governmental charges, carrier cost recovery fees, Universal Service Fund charges, and similar assessments imposed upon or incurred by IRIS Networks in connection with providing the Services. Such changes shall not constitute a rate increase and may become effective immediately upon implementation by the applicable governmental authority, regulatory agency, carrier, vendor, or service provider.

In the event a governmental authority, taxing authority, regulatory agency, or third party assesses additional taxes, fees, surcharges, costs, penalties, or charges related to Services previously provided to Customer, IRIS Networks may invoice Customer for such amounts, and Customer shall remain responsible for payment thereof.

K. TROUBLE REPORTING AND SERVICE SUPPORT. Customer shall report all Service interruptions, outages, degradations, impairments, or other trouble conditions through the IRIS Networks Network Operations Center (“NOC”), designated support contacts, customer portal, or such other support channels as IRIS Networks may designate from time to time.

Customer shall provide all information reasonably requested by IRIS Networks necessary to investigate and resolve the reported issue, including circuit identification, service location, contact information, a description of the issue, and any troubleshooting information reasonably available to Customer.

Customer shall cooperate with IRIS Networks and perform reasonable troubleshooting steps requested by IRIS Networks before dispatching personnel to a Customer location, including verification of power, equipment status, local network connectivity, and Customer-provided equipment.

If IRIS Networks determines that a reported trouble condition was caused by Customer equipment, Customer facilities, Customer configuration, Customer personnel, Customer-provided software, Customer’s internal network, Customer’s vendor, Customer’s third-party service provider, or any condition outside the IRIS Networks network, IRIS Networks may assess reasonable time-and-material charges, including truck roll charges, testing charges, and associated labor costs incurred in troubleshooting, diagnosing, responding to, or dispatching personnel for such reported condition.

Customer shall be responsible for all reasonable costs incurred by IRIS Networks resulting from a dispatch requested by Customer that does not identify a fault within the IRIS Networks network or facilities.

Nothing in this Section limits IRIS Networks’ obligation to investigate reported service issues or delays Customer’s ability to report troubles affecting the Services.

L. SERVICE CREDITS. A “Service Interruption” is defined, for the purposes of this Agreement, as a failure of the Protected Service which renders such Protected Service unusable by Customer. In the case of a Protected Service Interruption, Customer shall be entitled to receive, as its sole remedy, a credit allowance for the period of Protected Service Interruption as follows:

(A) For Protected Service Interruptions of greater than 3 hours, Customer shall be credited at the rate of 1/1440 of the monthly base price recurring rate or charge (as specified in the Service Order Agreement) applicable to the Service which is subject to the Service Interruption for each half-hour or Major Fraction thereof that a Service Interruption continues; provided, however, that the maximum credit for all Service Interruptions during a one-month period shall not exceed the monthly base price recurring rates and charges due IRIS Networks from Customer for the subject Service. A Major Fraction of a half-hour shall be any period longer than 15 minutes, but less than 30 minutes. Each Service Interruption is to be measured from the time a verifiable notification has been made to IRIS Networks by Customer, until the time of restoration thereof.

(B) When capacity provided by the IRIS Networks includes more than one communication path or Service, the Service Interruption allowance applies only to the path interrupted.

(C) No credit allowance shall be given as to any Service Interruption of 3 hours or less or arising out of the negligence or willful act or omission of Customer, its employees, agents, contractors, or any customer of the Customer who ties into, has equipment at, or otherwise accesses any point of presence or other facility of IRIS Networks; the improper use of the Service by Customer, its employees, agents, or contractors or any Customer’s On- Site customers; the installation or removal of equipment of Customer located on premises owned or operated by IRIS Networks: the malfunction or failure to meet any applicable technical specifications of any premises, circuits, facilities or equipment used or provided by Customer or Customer’s employees, agents or contractors or any Customer’s On-Site Customer; maintenance or testing; an unprotected service; or any event of Force Majeure as defined in Section CC, except to the extent Customer paid the amount that otherwise would have been a credit to Customer, pursuant to this Section. Additionally, no credit allowance shall be given as to any and all Off-Net Service interruptions. For purposes of this agreement, “Off-Net Services” shall be defined as: Traffic that originates from or terminates to any location that is not on the IRIS Network and is not controlled by or owned by IRIS NETWORKS.

(D) Customer must orally report a Service Interruption within three (3) hours of the initial occurrence and Customer must provide written notice of said outage within ten (10) business days of the occurrence before any credits are issued.

(E) Customer shall be entitled to a credit against those monthly recurring charges set forth in the “Service Order Agreement” and will be determined in accordance with the formula below:

OUTAGE CREDIT = (HALF HOURS OF QUALIFYING OUTAGE AFTER THE FIRST SIX HALF-HOURS) X EQUIVALENT MONTHLY PRICE OF AFFECTED CAPACITY/1440 HALF HOURS

M. CUSTOMER PROVIDED EQUIPMENT. IRIS Networks may install certain Customer-provided communications equipment upon installation of Service, but IRIS Networks shall not be responsible for the operation or maintenance of any Customer-provided communication equipment. IRIS Networks undertakes no obligations and accepts no liability for the configuration, management, performance or any other issue relating to Customer’s routers or other Customer-provided equipment used for access to or the exchange of traffic in connection with the Service.

N. SERVICE COMMENCEMENT DATE. IRIS Networks shall notify Customer when a Service has been installed, provisioned, tested, and made available for Customer’s use. The date of such notice shall be the Service Commencement Date.

Unless Customer provides written notice to IRIS Networks within three (3) business days after the Service Commencement Date that the Service is not materially installed in accordance with the applicable Service Order and is not functioning substantially as intended, the Service shall be deemed accepted by Customer.

Billing shall commence on the earlier of:

(A) the Service Commencement Date; or

(B) the date Customer begins using the Service.

Billing shall commence regardless of whether Customer has completed its internal preparations, obtained services from third-party providers, installed Customer-provided equipment, or is otherwise prepared to utilize the Service.

If Customer requests a delay in activation, acceptance, testing, use, or implementation of the Service after IRIS Networks has notified Customer that the Service is available for use, IRIS Networks may commence billing as of the Service Commencement Date and may charge Customer for any costs incurred in provisioning, installing, holding, reserving, or maintaining the Service.

The parties may mutually agree in writing to a different Service Commencement Date.

Customer shall not be entitled to cancel this Agreement solely because of a delay in installation unless such delay:

(A) is solely caused by IRIS Networks;

(B) exceeds sixty (60) days beyond the agreed Service Commencement Date; and

(C) is not caused by a Force Majeure Event, Customer action or inaction, Customer’s failure to provide required access, cooperation, approvals, information, power, or environmental conditions, third-party delays, or other circumstances beyond the reasonable control of IRIS Networks.

Notwithstanding the foregoing, Customer shall not have the right to cancel Services if IRIS Networks or one of its affiliates is constructing, extending, or upgrading communications facilities required to provide the Service.

Customer’s sole remedy for delays in installation shall be as expressly provided elsewhere in this Agreement.

O. SERVICE PORTABILITY. Customer may request that an existing Service be relocated to a different Customer location served by IRIS Networks. IRIS Networks shall evaluate such request and may approve the relocation in its reasonable discretion based upon service availability, technical feasibility, and network requirements.

To qualify for Service portability:

(A) the Service must have been in service for at least twelve (12) months;

(B) the replacement Service must have a Service Term equal to or greater than the remaining term of the existing Service and produce monthly recurring revenue equal to or greater than the remaining Monthly Recurring Revenue commitment under the applicable Service Order Agreement;

(C) Customer shall pay all applicable installation charges, construction charges, non-recurring charges, and costs associated with establishing the replacement Service; and

(D) Customer shall be responsible for any early termination charges, cancellation charges, construction recovery charges, or other costs imposed upon IRIS Networks by third-party providers, local access providers, underlying carriers, vendors, landlords, or utilities as a result of the relocation.

Approval of a Service portability request shall not constitute a waiver of any charges or obligations otherwise applicable under this Agreement unless expressly agreed by IRIS Networks in writing.

P. ACCESS TO PREMISES AND CUSTOMER COOPERATION. Customer shall provide IRIS Networks, its employees, contractors, vendors, and authorized representatives reasonable access to Customer premises, facilities, equipment rooms, demarcation points, conduits, cabling pathways, and other locations reasonably necessary for the installation, provisioning, testing, maintenance, repair, monitoring, replacement, and removal of Services and IRIS Networks equipment.

Customer shall provide and maintain, at its expense, adequate space, electrical power, environmental conditions, and physical access necessary for IRIS Networks to provide and maintain the Services.

Customer shall obtain and maintain all landlord consents, building-entry permissions, rights-of-entry, easements, licenses, permits, approvals, and other third-party authorizations reasonably necessary for IRIS Networks to install, maintain, repair, replace, or remove the Services.

Customer shall designate and maintain current operational and emergency contact information and shall reasonably cooperate with IRIS Networks in connection with Service installation, testing, maintenance, repair, restoration, and troubleshooting activities.

IRIS Networks shall not be responsible for installation delays, service interruptions, missed service dates, additional costs, or performance issues resulting from Customer’s failure to provide required access, cooperation, approvals, information, power, environmental conditions, or other requirements necessary for the provision of the Services.

Q. IRIS NETWORKS EQUIPMENT. All equipment, facilities, software, electronics, optical devices, network interface devices, routers, handoff devices, and other materials provided by IRIS Networks in connection with the Services (“IRIS Networks Equipment”) shall remain the sole property of IRIS Networks unless otherwise expressly agreed in writing.

Customer shall not remove, relocate, alter, tamper with, disconnect, modify, repair, or permit any third party to modify IRIS Networks Equipment without the prior written consent of IRIS Networks.

Customer shall exercise reasonable care to protect IRIS Networks Equipment from loss, theft, damage, misuse, or unauthorized access. Customer shall be responsible for the cost of repair or replacement of IRIS Networks Equipment damaged, lost, stolen, or destroyed while located at Customer’s premises, except to the extent caused by the negligence or willful misconduct of IRIS Networks.

Upon termination or discontinuance of the affected Service, Customer shall provide IRIS Networks reasonable access to retrieve IRIS Networks Equipment. If Customer fails to allow retrieval or fails to return any IRIS Networks Equipment upon request, Customer shall reimburse IRIS Networks for the reasonable replacement value of such equipment together with any reasonable costs incurred in recovering or replacing the equipment.

R. DISPUTED INVOICES. Customer shall timely pay all undisputed amounts set forth on any invoice. If Customer reasonably disputes any portion of an invoice, Customer shall provide IRIS Networks with written notice specifying the disputed amount and the basis for the dispute and shall timely pay all undisputed amounts.

All billing disputes must be submitted in writing to IRIS Networks within sixty (60) days after Customer’s receipt of the applicable invoice. Customer waives any right to dispute charges not disputed within such sixty (60) day period.

The parties shall cooperate in good faith to promptly resolve any disputed charges. Any disputed amount determined to be properly due shall be payable immediately upon resolution of the dispute, together with any applicable late payment charges permitted under this Agreement.

Customer may not withhold payment of undisputed charges, offset amounts owed to IRIS Networks, or refuse payment of future invoices based upon a pending billing dispute.

S. SUSPENSION OF SERVICE. IRIS Networks may, without liability and upon written notice to Customer, suspend all or any portion of the Services if:

(A) Customer fails to timely pay any undisputed amount due under this Agreement and such failure continues for ten (10) days after written notice of nonpayment;

(B) Customer fails to provide or maintain any required deposit, advance payment, bond, letter of credit, or other financial assurance required by IRIS Networks;

(D) Customer’s use of the Services interferes with, disrupts, damages, or creates a risk to the IRIS network, another customer’s services, or the facilities of IRIS Networks or its vendors, suppliers, underlying carriers, or network providers;

(E) suspension is necessary to prevent fraud, unauthorized access, cybersecurity threats, illegal activity, or misuse of the Services;

(F) IRIS Networks is required to do so by law, court order, governmental authority, or regulatory requirement; or

(G) Customer’s actions or omissions create an emergency condition or present an imminent threat to persons, property, equipment, network facilities, or the integrity of the Services.

To the extent reasonably practicable under the circumstances, IRIS Networks shall provide Customer with advance notice of any suspension and an opportunity to cure the condition giving rise to the suspension. No advance notice shall be required when immediate suspension is necessary to protect the network, comply with legal requirements, prevent fraud, address cybersecurity threats, or protect persons or property.

Customer shall remain responsible for all charges incurred prior to suspension and for recurring charges during any period of suspension resulting from Customer’s breach of this Agreement, nonpayment, or other act or omission of Customer.

IRIS Networks shall restore Service as soon as reasonably practicable after the condition giving rise to the suspension has been resolved and all applicable restoration charges, outstanding undisputed balances, and required financial assurances have been satisfied.

Suspension of Service shall not limit or waive any other rights or remedies available to IRIS Networks under this Agreement, at law, or in equity, including the right to terminate Services.

T. DISCONTINUANCE OF SERVICE ORDER AGREEMENT BY IRIS NETWORKS. IRIS Networks may terminate any Service Order Agreement and discontinue Service without liability if:

(A) Customer fails to pay a past-due balance for Service (other than amounts reasonably disputed under Section R) within ten (10) business days after written notice from IRIS Networks respecting charges invoiced in arrears, or within ten (10) business days after written notice from IRIS Networks respecting charges invoiced in advance;

(B) Customer violates any law, rule, regulation or policy of any government authority related to Service; if Customer makes a material misrepresentation to IRIS Networks in connection with the ordering or delivery of Service; if Customer’s Service is delivered by IRIS Networks within a third party colocation facility and IRIS Networks’ right to provide Service therein is terminated; if Customer engages in any fraudulent use of Service; or if a court or other government authority prohibits IRIS Networks from furnishing Service or;

(C) If Customer files bankruptcy, for reorganization, or fails to discharge an involuntary petition therefor within sixty (60) days.

U. DISCONTINUANCE OF SERVICE ORDER AGREEMENT BY CUSTOMER. If Customer cancels a Service after submission and acceptance of a Service Order but prior to the Service Commencement Date, Customer shall reimburse IRIS Networks for all costs and expenses incurred by IRIS Networks in connection with the requested Service, including but not limited to engineering, provisioning, installation, construction, vendor termination charges, local access charges, equipment costs, cancellation charges, non-recurring charges, and any other costs or commitments incurred by IRIS Networks or its vendors in anticipation of providing the Service. Such amounts shall be due and payable upon invoice and shall survive cancellation of the applicable Service Order.

If Customer terminates a Service before the end of the applicable service term for any reason other than IRIS’s material uncured breach, Customer shall pay an Early Termination Charge equal to one hundred percent (100%) of all remaining Monthly Recurring Charges and any unpaid Non-Recurring Charges that would have become due during the remainder of the term. The parties acknowledge that actual damages resulting from early termination are difficult to determine and that the Early Termination Charge represents a reasonable estimate of damages and is not a penalty. The Early Termination Charge shall become immediately due and payable upon termination.

V. PUBLICITY. Neither party shall have the right to use the other party’s or its affiliates’ trademarks, service marks or trade names or to otherwise refer to the other party in any marketing, promotional or advertising materials or activities. Neither party shall issue any publication or press release relating to any contractual relationship between IRIS NETWORKS and Customer; except as may be required by law or agreed between the parties.

W. WEBSITE POLICIES AND MODIFICATIONS. IRIS may modify these Terms and Conditions, its Acceptable Use Policy, Service Descriptions, Service Level Agreements, and other policies posted on its website at any time. Revised versions become effective upon posting to the IRIS website unless otherwise stated. Customer’s continued use of the Services after posting constitutes acceptance of the revised terms. Changes shall not materially reduce a Customer’s existing Service Level Agreement commitments during the then-current Service Term unless required by law, regulation, or mutual agreement of the parties.

X. RESALE OF SERVICES. Customer may resell the Services to third-party end users, provided that Customer shall remain fully responsible for compliance with this Agreement and for all charges, obligations, and liabilities arising from the Services. Customer shall indemnify, defend, and hold harmless IRIS Networks and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s resale of the Services or claims brought by Customer’s end users.

Y. SERVICES FROM OTHERS. Where necessary, for the interconnection of IRIS Networks’ Ethernet, Wave, Dark Fiber, and Private Line Service with services provided by others; Customer will provide IRIS Networks with circuit facility assignment information (CFA), firm order commitment (FOC) information, and the design layout records necessary to enable IRIS Networks to make the necessary cross-connection between IRIS Networks and Customer’s designated carrier. Any delay by Customer in providing such information to IRIS Networks may delay IRIS Networks’ provision of the necessary cross-connection. Notwithstanding any such delay in the provision of the cross-connection, billing for the IRIS Networks’ Services shall commence on the Service Commencement Date as provided in Section N. IRIS Networks may charge Customer non-recurring and monthly recurring cross-connect fees to make such connection.

Z. NETWORK MAINTENANCE. Regularly scheduled network maintenance and network upgrades that can affect or temporarily impair the Service will be scheduled between 11:00 PM and 6:00 AM Central Standard Time. IRIS Networks will notify Customer 48 hours in advance of all regularly scheduled maintenance. IRIS Networks makes no such claims regarding emergency maintenance or regularly scheduled maintenance applied by any third party or to any off-net portion of the Service.

AA. DEFAULT/TERMINATION. Except as otherwise required by law, if, after the Service Commencement Date, Customer;

(A) Fails to pay any amount required under this Agreement when due and such failure continues for ten (10) days after written notice to Customer that the same is due and payable; or

(B) Fails to comply with any other provision of this Agreement and such noncompliance continues for ten (10) days after written notice to Customer thereof; then IRIS NETWORKS may elect to pursue one or more of the following courses of action, as applicable:

(i) Terminate Customer’s Service, whereupon Customer shall be responsible for all undisputed amounts owed and any applicable Early Termination Charges as provided elsewhere in this Agreement, (ii) Take immediate appropriate action to enforce payment, including suspension or discontinuance of all or any part of the Services, and/or;

(ii) Pursue any other remedies as may be provided at law or in equity. Any termination of the Services or this Agreement by IRIS Networks shall not be construed as an exclusive remedy and shall not preclude or waive IRIS Networks’ right to pursue any other available remedies. It is agreed that IRIS Networks’ damages in the event of Service cancellation or termination shall be difficult or impossible to ascertain. These provisions are intended, therefore, to establish liquidated damages in the event of such event and are not intended as a penalty.

BB. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AN APPLICABLE SERVICE ORDER, OR AN APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

IRIS NETWORKS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

IRIS NETWORKS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE FROM DELAYS, DEFECTS, OR PERFORMANCE DEGRADATIONS.

CUSTOMER ACKNOWLEDGES THAT THE PERFORMANCE OF THE SERVICES MAY DEPEND UPON THIRD-PARTY NETWORKS, FACILITIES, INTERNET BACKBONE PROVIDERS, LOCAL ACCESS PROVIDERS, UNDERLYING CARRIERS, COMMERCIAL POWER PROVIDERS, AND OTHER THIRD PARTIES NOT UNDER THE CONTROL OF IRIS NETWORKS.

CC. FORCE MAJEURE. Neither party shall be liable for any delay, interruption, failure in performance, or default under this Agreement to the extent caused by events beyond its reasonable control, including, without limitation, acts of God; fire; flood; earthquake; severe weather; war; terrorism; civil unrest; labor disputes; utility failures; power outages; Internet attacks; cyberattacks; governmental actions; governmental codes, ordinances, laws, rules, regulations, or restrictions; shortages of labor, fuel, materials, equipment, or transportation; fiber cuts; failures of third-party carriers, local access providers, underlying network providers, or vendors; delays in obtaining rights-of-way, permits, easements, licenses, or other governmental or third-party approvals; or any other cause beyond the reasonable control of the affected party (each, a “Force Majeure Event”).

The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable. During the continuance of a Force Majeure Event, the affected party’s obligations shall be suspended only to the extent impacted by the Force Majeure Event.

No service credits, damages, penalties, termination rights, or other remedies shall apply to any failure, interruption, degradation, delay, or inability to perform resulting from a Force Majeure Event.

DD. LIMITATION OF LIABILITY. WITH RESPECT TO ANY CLAIM, DEMAND, ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR SERVICE INTERRUPTIONS, SERVICE OUTAGES, PERFORMANCE FAILURES, OR SERVICE DEGRADATIONS SHALL BE THE SERVICE CREDITS EXPRESSLY PROVIDED IN SECTION L (ALLOWANCE FOR SERVICE INTERRUPTION), OR UNDER AN APPLICABLE SERVICE LEVEL AGREEMENT, IF ANY.

IRIS NETWORKS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COST, OR EXPENSE ARISING FROM OR RELATED TO:

(A) THE DELIVERY, INSTALLATION, MAINTENANCE, OPERATION, USE, MISUSE, OR FAILURE OF ANY SERVICE, ACCOUNT, SOFTWARE, OR EQUIPMENT;

(B) ANY ACT OR OMISSION OF CUSTOMER, ITS END USERS, AGENTS, CONTRACTORS, REPRESENTATIVES, OR ANY THIRD-PARTY NETWORK PROVIDER, LOCAL ACCESS PROVIDER, UNDERLYING CARRIER, VENDOR, OR OTHER ENTITY PROVIDING EQUIPMENT, PRODUCTS, FACILITIES, OR SERVICES TO CUSTOMER OR IRIS;

(C) THE LOSS, CORRUPTION, INTERCEPTION, UNAVAILABILITY, OR FAILURE OF DATA, APPLICATIONS, CONTENT, OR COMMUNICATIONS TRANSMITTED, RECEIVED, PROCESSED, OR STORED USING THE SERVICES; OR

(D) THE ACTS, OMISSIONS, FAILURES, DELAYS, OR PERFORMANCE OF THIRD-PARTY NETWORKS, LOCAL ACCESS FACILITIES, INTERNET BACKBONE PROVIDERS, UNDERLYING CARRIERS, OR OTHER FACILITIES NOT OWNED OR OPERATED BY IRIS.

IRIS DOES NOT GUARANTEE THE PERFORMANCE OF ANY THIRD-PARTY NETWORK, LOCAL ACCESS FACILITY, INTERNET BACKBONE PROVIDER, UNDERLYING CARRIER, OR OTHER FACILITY NOT OWNED OR OPERATED BY IRIS.

EXCEPT TO THE EXTENT OF PROPERTY DAMAGE TO CUSTOMER’S PREMISES CAUSED BY IRIS’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY TO ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL RECURRING AND NON-RECURRING CHARGES PAID BY CUSTOMER TO IRIS FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE CREDITS PROVIDED UNDER AN APPLICABLE SERVICE LEVEL AGREEMENT SHALL CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY SERVICE OUTAGE, SERVICE INTERRUPTION, PERFORMANCE FAILURE, OR SERVICE DEGRADATION.

CUSTOMER SHALL NOT BE ENTITLED TO RECOVER MORE THAN ONCE FOR THE SAME LOSS, INJURY, OR DAMAGE UNDER DIFFERENT CAUSES OF ACTION OR THEORIES OF LIABILITY.

EE. INDEMNIFICATION. Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any third-party claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from bodily injury, death, or damage to tangible property to the extent caused by the indemnifying party’s negligence or willful misconduct.

Customer shall indemnify, defend, and hold harmless IRIS Networks and its officers, directors, employees, agents, affiliates, vendors, suppliers, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

(A) Customer’s breach of this Agreement;

(B) the use, misuse, resale, or distribution of the Services by Customer, its end users, customers, agents, contractors, representatives, or any other person obtaining access through Customer;

(C) any content, data, communications, applications, software, materials, or transmissions sent, received, stored, processed, distributed, or made available through the Services by Customer or its end users;

(D) any actual or alleged violation of law, regulation, intellectual property right, privacy right, or proprietary right by Customer, its end users, customers, agents, contractors, representatives, or users of the Services;

(E) any claims brought by Customer’s customers, end users, or downstream users relating to the Services; or

(F) any unauthorized access to or use of the Services resulting from Customer’s acts, omissions, negligence, or failure to safeguard credentials, systems, or equipment.

A party seeking indemnification under this Section shall promptly notify the indemnifying party of any claim for which indemnification is sought; provided, however, that a delay in providing such notice shall not relieve the indemnifying party of its obligations except to the extent such delay materially prejudices the defense of the claim. The indemnifying party shall have the right to control the defense and settlement of the claim using counsel of its choosing. The indemnified party shall reasonably cooperate in the defense of the claim at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes liability, obligations, admissions of fault, or other material adverse effects upon the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld.

The obligations set forth in this Section shall survive the expiration or termination of this Agreement.

FF. CONFIDENTIALITY. Each party shall protect the other party’s non-public business, technical, operational, financial, and proprietary information using reasonable care and shall use such information solely for purposes related to the Services. Confidential information shall not include information that is publicly available through no fault of the receiving party, was already known to the receiving party without restriction, is independently developed, or is rightfully obtained from a third party without restriction. A party may disclose confidential information when required by law, regulation, court order, or governmental authority. The obligations of this Section shall survive termination of the Service Order Agreement for a period of three (3) years.

GG. INDEPENDENT CONTRACTORS. The relationship between IRIS Networks and Customer is that of independent contracting parties. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, employment, franchise, or other similar relationship between the parties. Neither party shall have the authority to bind, obligate, or incur liabilities on behalf of the other party unless expressly authorized in writing.

HH. NOTICES. Except as otherwise expressly provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed given upon personal delivery, confirmed electronic mail, nationally recognized overnight courier delivery, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the receiving party at the address designated by such party.

Trouble reports, service requests, billing inquiries, support requests, and other routine operational communications shall not constitute formal notice under this Agreement unless expressly identified as a legal notice under this Section.

Customer requests for Service termination, non-renewal, or disconnect of Services must be submitted in writing to the contact or email address (disconnect@irisnetworksusa.com) designated by IRIS Networks. Such requests must be provided at least thirty (30) days before the end of the initial term or renewal period. The request must identify the affected Service and requested disconnect date. Verbal requests, trouble tickets, purchase order cancellations, or other informal communications shall not constitute notice of termination. Billing shall continue until a valid disconnect request is received and the applicable notice period has expired.

This Agreement, any Service Order, amendment, notice, or other document related to the Services may be executed, transmitted, and stored electronically. Electronic signatures, including signatures transmitted by PDF, electronic signature platform, or other electronic means intended to authenticate a document, shall be deemed original signatures and shall have the same legal force and effect as handwritten signatures. No document shall be denied legal effect solely because it is in electronic form.

Either party may change its notice address by providing notice to the other party in accordance with this Section.

II. SURVIVABILITY. The rights and obligations of the parties that by their nature should survive expiration, cancellation, discontinuance, or termination of this Agreement shall survive, including without limitation: payment obligations; taxes and regulatory fees; disputed invoice obligations; early termination charges; confidentiality obligations; limitations of liability; indemnification obligations; ownership and recovery of IRIS Networks Equipment; applicable audit, collection, and enforcement rights; and any other provisions which by their nature are intended to survive termination of the Agreement.

Expiration, cancellation, discontinuance, or termination of this Agreement shall not relieve either party of any obligation or liability arising prior to such expiration, cancellation, discontinuance, or termination.

JJ. ASSIGNMENT. Neither party may assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee assumes the assigning party’s obligations under this Agreement. Any assignment in violation of this Section shall be void.

Any permitted assignee shall be bound by the terms of this Agreement. Assignment shall not relieve the assigning party of obligations that accrued prior to the effective date of the assignment.

KK. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. The parties agree that the state and federal courts located in Davidson County, Tennessee shall be the exclusive venue for all disputes arising out of or relating to this Agreement. Each party irrevocably submits to the jurisdiction of such courts and waives any objection based upon improper venue, forum non conveniens, or lack of personal jurisdiction.

LL. COMPLETE AGREEMENT/ADDITIONAL TERMS. This Agreement represents the complete agreement and understanding of the parties with respect to the Services and any related matters, and supersedes all other agreements whether written or oral, including but not limited to, any advertising, brochures, proposals, representations or understandings regarding the subject matter hereof. The failure of IRIS Networks to give notice of default or to enforce or insist upon compliance with any of the terms and conditions of this Agreement, or the granting of an extension of time for performance, shall not constitute the permanent waiver of any term and condition of this Agreement and this Agreement and each of its provisions shall remain at all times in full force and effect until modified in writing by authorized representatives of the parties.

Document Effective 10/21/2026