Master Services Agreement

This Master Services Agreement ("Agreement") governs business communications services provided by Momentum Telecom, Inc. ("Momentum," "we," "us," or "our"), covering voice, data, connectivity, and related products.

1. Emergency Services - 911 Dialing

Basic vs. Enhanced 911

Availability of Basic and Enhanced 911 service depends on your location. Service is tied to a specific permanent physical address registered with us.

Activation Confirmation

YOU SHOULD NOT RELY UPON THE AVAILABILITY OF 911 DIALING WITHOUT FIRST CONFIRMING THAT SERVICE HAS BEEN ACTIVATED.

Service Outage Scenarios

911 access may be disabled during:

• Internet service outages
• Power failures
• Account disconnection
• ISP port blocking
• Network congestion

Non-Native Numbers

Using phone numbers from different exchanges may prevent emergency personnel from identifying your location.

MLTS Notification

Multi-line telephone systems can send emergency notification emails when 911 is dialed.

Liability Disclaimer

Momentum disclaims responsibility for emergency response center conduct and third-party routing errors.

2. Service Terms

Duration & Termination

• Initial term length specified in Service Orders
• Auto-renews monthly unless terminated with proper notice
• 60-day notice required to terminate at end of Initial Term
• 30-day notice for Renewal Terms
• Early termination incurs liquidated damages equal to remaining Monthly Revenue Commitment

Fair Use Policy

Prohibited activities include:

• Excessive usage
• Auto-dialers
• Continuous call sessions
• Fax blasting
• Mass calling

Momentum may terminate after 30 days' notice with opportunity to cure. Suspicious violations may result in 10-day notice disconnection.

Prohibited Uses

Service is governed by Momentum's Acceptable Use Policy. The following conduct is prohibited:

• Illegal activities
• Threatening or abusive conduct
• Defamatory content
• Fraudulent activities
• Privacy-invasive conduct

Momentum may disconnect service and forward communications to authorities. Customers must comply with all applicable laws and regulations.

3. Equipment

Purchased Equipment

• Final sales policy after 5-day acceptance period
• Defects within warranty period returnable to manufacturer
• Customer pays all shipping fees
• 10-day window to return equipment after receiving RMA number

Rented Equipment

• Customers responsible for shipping costs (delivery and return)
• Must maintain secure location; customer liable for damage/loss
• End-of-contract options: renew, purchase at fair market value, or return
• 60-day notice required; must return within 30 days of contract end
• Equipment must be returned in "Good Working Order"

General Restrictions

• No shared, moved, modified, or routed access without written consent
• Cannot access through unauthorized equipment or media
• No reverse engineering, disassembly, or unauthorized modifications
• Non-exclusive, non-transferable license for business use only

4. Charges, Payments & Taxes

Billing

• Commences upon Service activation (or FOC Date for circuits)
• Monthly invoicing in advance (usage charges billed in arrears)
• Introductory pricing subject to change at company discretion
• Usage charges rounded up to nearest minute

Payment Terms

• Due within 30 days of invoice date
• Late payment fee: lesser of 1.5% monthly or highest rate allowed by law
• 10-day notice precedes termination for non-payment
• Non-payment after 15 days may trigger disconnection

Billing Disputes

• Must be reported in writing within 30 days of invoice receipt
• Disputes waived if not timely reported
• Send disputes to Momentum Billing Department

Taxes

• Customer responsible for all applicable federal, state, local taxes and fees
• Tax exemption requires original certificate satisfying legal requirements
• Charges based on provided address; customer responsible for updates

Directory/Operator Assistance

• $1.00 per 411 directory assistance call
• $3.00 per 0 operator assistance call

5. Limitation of Liability & Warranties

Liability Caps

Momentum shall not be liable for incidental, indirect, special, punitive, or consequential damages, including:

• Data loss
• Lost profits
• Business interruption
• Goodwill loss

Maximum liability is limited to amounts paid under applicable Service Orders during the preceding 12 months. This excludes unauthorized access unless resulting from Momentum gross negligence or willful misconduct.

Service Availability

No liability for delays caused by third parties, equipment failure, power loss, outages, or customer actions. This includes communication failures and 911 dialing interruptions.

Limited Warranty

Momentum warrants right to provide Service, non-infringement, and professional performance. If deficiency is uncorrected within reasonable timeframe, either party may terminate without penalty. Remedies limited to deficiency correction or termination. Hardware provided "AS IS"; manufacturer warranties apply exclusively.

Excluded Warranties

NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. NO WARRANTY OF UNINTERRUPTED, ERROR-FREE, OR QUALITY-MAINTAINED SERVICE.

6. Indemnification

Customer shall defend and indemnify Momentum from third-party claims arising from:

• Customer breach of agreement terms
• Customer negligence or willful misconduct
• Personal injury or property damage caused by customer
• 911 service liability as detailed in Section 1

7. Miscellaneous Provisions

Entire Agreement

Service Order plus this Agreement constitutes complete understanding and supersedes all prior statements and understandings.

Governing Law

Georgia law applies without conflict-of-law principles. Exclusive jurisdiction: state and federal courts in Fulton County, Georgia. Both parties consent to this venue.

Attorney's Fees

Prevailing party recovers reasonable attorney's fees in any civil action.

Export Controls

Compliance with U.S. export regulations required. Prohibits use by nationals of embargoed countries (Cuba, Iran, North Korea, Sudan, Syria, etc.).

Severability

If any provision deemed invalid, remaining provisions remain enforceable.

Privacy

Subject to Momentum's separate Privacy Policy. Public Internet and third-party networks used for transmission. No guarantee of data privacy despite industry best practices.

Subcontracting

Momentum may delegate obligations to third parties. Momentum remains responsible for performance.

Confidentiality

Separate NDA incorporated by reference if executed. Agreement controls in conflict with NDA.

Assignment

Neither party may assign without other's written consent. Exception: assignment to wholly-owned subsidiaries without consent. Acquiring parties bound by agreement terms.

Force Majeure

Excuse from performance for causes beyond reasonable control, including: acts of God, earthquakes, fire, flooding, pandemic, war, strikes, equipment failure.

Execution

May be executed in counterparts. Electronic signatures valid and binding. Effective upon authorized representative signature.

Notice Requirements

Written notice by mail, courier, or personal delivery required.

Survival

Obligations continuing beyond termination survive, including: payment, ownership, confidentiality, indemnity, liability limits, dispute resolution.

8. Customer Representations & Consent

• Customer represents age 18+ and legal capacity to contract
• Authorization required for representative capacity agreements
• Name, contact information, and location accuracy warranted
• Prompt notification required for information changes
• CPNI (Customer Proprietary Network Information) usage authorized for marketing
• CPNI sharing with agents and affiliates permitted unless consent withdrawn

Contact Information