1. Scope:

The terms and conditions in this Master Service Agreement (“MSA” or “Service Agreement”) shall be binding upon any Coastal Redwood Service Order (“CRSO”), and together with the terms and conditions in each CRSO, any supplemental terms and conditions, including exhibits and Service Level Agreements, Coastal Redwood Network’s Acceptable Use Policy (“AUP”) and Privacy Policy, and any applicable tariffs, comprise Customer’s agreement with Coastal Redwood Network (the “Agreement”). In the event of an inconsistency between these documents (but only to the extent of the inconsistency), the order of precedence, from the most to the least controlling, shall be:

• Applicable filed and effective tariff(s);

• Any mutually agreed upon CRSO or amendment or addendum thereto, properly executed by authorized representatives of both Coastal Redwood Networks and Customer;

• Applicable supplemental terms and conditions, including exhibits and Service Level Agreements;

• This MSA; and

• The AUP and Privacy Policy.

THIS MSA, ALL CRSOs, ANY SUPPLEMENTAL PRODUCT TERMS AND CONDITIONS, AND COASTAL REDWOOD NETWORKS’ AUP AND PRIVACY POLICY ARE LOCATED ON A WEBSITE ACCESSIBLE AT ALL TIMES BY CUSTOMER AND, TOGETHER WITH COASTAL REDWOOD NETWORKs' TARIFFS, MAY BE MODIFIED BY COASTAL REDWOOD NETWORKS AT ANY TIME. FOR CHANGES TO ANY OF THE AFOREMENTIONED COMPONENTS OF THE AGREEMENT OTHER THAN COASTAL REDWOOD NETWORKS TARIFFS, WHICH ARE GOVERNED BY SPECIFIC NOTICE REQUIREMENTS IMPOSED BY THE APPROPRIATE REGULATORY AUTHORITIES, COASTAL REDWOOD NETWORKS WILL NOTIFY CUSTOMER OF ANY MATERIAL CHANGES IN THE AGREEMENT PRIOR TO THE BILLING PERIOD IN WHICH THE CHANGES WOULD GO INTO EFFECT, EXCEPT FOR INTERNATIONAL RATES, WHICH MAY BE CHANGED ON ONE (1) DAY NOTICE. NOTIFICATION OF ANY SUCH CHANGE MAY BE IN THE FORM OF A BILL INSERT OR BY A MESSAGE WITHIN CUSTOMER’S INVOICE; BY POSTCARD OR LETTER; BY COASTAL REDWOOD NETWORKs' CALLING AND SPEAKING TO CUSTOMER OR LEAVING A MESSAGE FOR CUSTOMER; BY POSTINGS ON COASTAL REDWOOD NETWORKs' WEBSITE; OR BY EMAIL. CUSTOMER SHALL BE BOUND BY CHANGES IMMEDIATELY AFTER THEY BECOME EFFECTIVE. CUSTOMER ACCEPTS THE INCORPORATION INTO THE AGREEMENT OF APPLICABLE TARIFFS, SUPPLEMENTAL PRODUCT TERMS AND CONDITIONS, THE TERMS AND CONDITIONS IN THIS MSA, AUP AND PRIVACY POLICY, AND ALL MODIFICATIONS MADE THERETO.

 

2. Provision of Services:

2.1. Regulation: The rates set forth in the Agreement are subject to the imposition of new regulations, modifications of existing regulations, new interpretation, application or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state and/or local regulatory agency, legislative body, or court of competent jurisdiction, including, without limitation, the imposition of any charges, surcharges, and/or taxes in reliance on or as a result of the same (“Regulatory Change”). Coastal Redwood Networks reserves the right, at any time (including retroactively) to (i) to pass through to Customer all charges, surcharges or taxes directly or indirectly related to such Regulatory Change, and/or (ii) modify the rates and/or terms and conditions of the Agreement to reflect the impact of such Regulatory Change, including, without limitation, the impact of any actions by third parties in connection with such Regulatory Change.

2.2. Tariffs: “Tariffs” shall refer to Coastal Redwood Networks' applicable tariffs. The Agreement incorporates by reference the terms of each such Tariff to the extent Customer subscribes to Services provided by Coastal Redwood Networks which are covered by any applicable Tariff. The Agreement may be superseded by a Tariff filed with the appropriate regulatory agency, which Tariff may contain such modifications of the provisions of the Agreement as Coastal Redwood Networks deems appropriate. Coastal Redwood Networks may modify its Tariffs from time to time in accordance with law and thereby affect Services furnished to Customer hereunder, except that the terms and conditions of the Agreement shall supplement, to the extent not inconsistent, Tariff terms and conditions. If any of Coastal Redwood Networks' applicable Tariffs are canceled during the Term of the Agreement, such canceled Tariff(s) will be deemed to be incorporated by reference into the Agreement on the effective date of cancellation, as supplemented by any non-inconsistent product descriptions, definitions, prices and other terms and conditions contained in the Agreement or similar document posted by Coastal Redwood Networks on an Coastal Redwood Networks website accessible by Customer and may be modified by Coastal Redwood Networks from time to time and thereby affect the previously tariffed Service furnished to Customer.

2.3. Availability of Facilities: Coastal Redwood Networks' Telecommunications Service (“Service”) is offered and furnished subject to the availability, in Coastal Redwood Networks' sole judgment, of all necessary facilities, including those acquired or leased by Coastal Redwood Networks from other entities.

2.4. Reseller: Coastal Redwood Networks is acting as a reseller/network provider of certain services, facilities and equipment provided by third parties. Coastal Redwood Networks may be unable to initiate service due to facilities or other constraints of third parties. Further, Coastal Redwood Networks cannot guarantee any requested turn up/start of service date, or ensure that Coastal Redwood Networks or its underlying network/facilities providers can achieve any projected turn up/start of service date. Any statement or representation to the contrary shall be deemed null and void.

2.5. Right to Alter Service: In its sole discretion and without liability to Customer, Coastal Redwood Networks may: (a) alter the methods, processes or suppliers by or through which it provides Service; (b) change the facilities used to provide Service; or (c) substitute comparable Service for that being provided to Customer. If necessary due to the potential impact on affected Customers, Coastal Redwood Networks will furnish prior notice of any alterations, changes or substitutions.

2.6. Coastal Redwood Networks' Right to Block, Discontinue, or Surcharge Service Without Notice to Customer:

2.6.1. Fraud, Network Blockage or Degradation: Coastal Redwood Networks may discontinue furnishing Service by blocking traffic to or from certain countries, cities, NXX exchanges, or individual telephones; by blocking call origination; or by blocking calls using certain Customer authorization or access codes; and/or cancel Customer’s account immediately and without notice, without Coastal Redwood Networks incurring any liability whatsoever, if Coastal Redwood Networks deems that such action is necessary to prevent or protect against fraud, or to otherwise protect Coastal Redwood Networks' personnel, agents, facilities or services, for reasons which include but are not limited to: (a) violation of Coastal Redwood Networks' AUP; (b) use or misuse of the Service in a manner that results, or could result, in network blockage or other degradations that adversely affect the Service furnished to Customer or to other existing or prospective customers of Coastal Redwood Networks; (c) manipulation, change, or in any way modifying traffic line records, including the Calling Party Number (“CPN”) or Automatic Number Identification (“ANI”); (d) excessive termination to a single central office in excess of that location’s termination capacity; (e) sequential dialing; (f) call blasting; (g) excessive incomplete calls; (h) improperly formatted SIP messages; (i) uses, or threatens to use any of the Services for any unlawful or fraudulent purpose or otherwise violates the terms of the Agreement; or (j) if Coastal Redwood Networks is ordered or requested to terminate service by a governmental entity. Regardless of whether or not Coastal Redwood Networks blocks service, Customer shall still be fully liable for all fraudulent calls made on Customer’s Service.

2.6.2. For Financial Cause: Coastal Redwood Networks may immediately and at any time terminate the Agreement, discontinue service, cancel an application for service, cancel the Customer’s account, or require Customer to deposit funds as security, without incurring any liability, for any of the following reasons: (a) Customer fails to pay any amount owed to Coastal Redwood Networks when due; (b) Customer’s failure to comply with any material term or condition of this Agreement; (c) For usage by Customer beyond any credit limit or prepaid balance limit imposed by Coastal Redwood Networks; (d) If, in Coastal Redwood Networks' sole judgment, any aspect of Customer’s payment arrangements with Coastal Redwood Networks appear to be fraudulent, including false or misleading credit information, or Customer’s use of a credit card that has been reported as misused or stolen; (e) Customer’s ability to pay, or if, in Coastal Redwood Networks' sole judgment, Customer’s payment arrangements with Coastal Redwood Networks appear to be inadequate to meet any of Customer’s obligations to Coastal Redwood Networks coming due; (f) Customer’s filing of any voluntary or involuntary Petition in the bankruptcy court which names Customer as the debtor; or (g) Customer communicates any intent to breach, or to not comply with the terms of this Agreement, including but not limited to payment for Services at then-prevailing rates.

2.6.3. Customer Obligation to Pay Through Disconnection Period: Customer shall be responsible for payment of all non-usage based charges through any disconnection period.

2.6.4. Fair Use Policy for Unlimited Calling: Coastal Redwood Networks’ fair use policy (“Fair Use Policy”) is to prevent abuse, fraud or unreasonable exploitation of unlimited local and long distance calling (“Unlimited Calling”) and unreasonable overutilization of Coastal Redwood Networks' facilities. Coastal Redwood Networks' Unlimited Calling, both long distance and local, offered in conjunction with Coastal Redwood Networks' local service products, is intended solely for normal commercial use. Coastal Redwood Networks' Unlimited Calling for its local service products is designed only for continuous live dialog between two individuals. Unusual calling patterns, excessive called numbers and/or consistent excessive usage will each be considered an indicator that usage is exceeding normal standards. Coastal Redwood Networks' Unlimited Calling for its local service products may not be used for auto-dialing, continuous, or extensive call forwarding, excessive conferencing, inbound/outbound centralized or distributed call center activity, inbound/outbound customer service, telemarketing (including charitable or political solicitation or polling), fax or voicemail blasting, or for continuous or extensive chat line access, or as an open telephone line as a monitor, intercom or transcription service. Coastal Redwood Networks has other plans applicable for such applications and businesses. It will be considered outside of Coastal Redwood Networks’ Fair Use Policy for Unlimited Calling on an Coastal Redwood Networks local service product for a Customer to exceed more than one-thousand (1,000) inbound, outbound or toll free local or long distance minutes per month per subscriber line, SIP trunk, hosted seat, PRI/T-1 trunk/DS0 or analog line, etc., in aggregate (“Normal Usage”). For example, for a Customer who contracts for 50 hosted seats, if the Customer’s total monthly local/long distance inbound minutes or local/long distance outbound minutes (as applicable) exceeds 50,000 minutes / per month (1,000 minutes/hosted seat x 50 seats), then such usage exceeds the Fair Use Policy. For Unlimited Calling on an Coastal Redwood Networks local service product, Coastal Redwood Networks shall apply a surcharge of up to $0.035 per minute of use to the number of minutes by which Customer’s usage exceeds this normal usage. The minutes for call forwarded and remote call forwarded calls are allocated to the Customer’s inbound and outbound minutes for each call that i) comes into an Coastal Redwood Networks-supplied DID and ii) is then rerouted outbound to a telephone number outside of Coastal Redwood Networks' network.

2.7. Service Reconnection Delay: If service is suspended and/or disconnected and then resolution of the issue occurs, the process of reconnection of the service may take up to sixty (60) business days.

2.8. Delivery of Circuit: Unless specifically stated otherwise in an Coastal Redwood Networks order form, all loop installs are quoted with delivery to the Local Exchange Carrier (“LEC”) building Minimum Point of Entry (“MPOE”). Customer is liable for any loop extension (“Demarc Extension”) from the LEC MPOE. Customer is responsible for ensuring that all Demarc Extensions are completed, ordered and approved by the LEC prior to any local loops being dropped by the LEC at Customer’s MPOE. In the event Customer fails to complete the Demarc Extension or order appropriate Demarc Extensions prior to the LEC’s local loop drop, Customer shall be fully responsible for all associated costs as of the date of local loop drop. For Ethernet services, Customer is responsible for ensuring there are adequate facilities at the premises’ primary MPOE to receive Coastal Redwood Networks' service, including power and backboard / rack. The Customer will also be responsible for providing any wiring extension beyond the primary MPOE. Customer will be responsible for any additional unforeseen construction costs including, without limitation, inside wiring administration and special installation costs.

Cancellation charges as set forth in the CRSO shall be applied in the event Customer has not complied with the requirements in the Ethernet Service Installation Guide, or excessively delays installation. Coastal Redwood Networks will pass through any costs Coastal Redwood Networks incurs that are associated with extending wiring beyond the premises’ primary MPOE. In the event the Customer chooses not to make the necessary upgrades, the Customer shall nevertheless be responsible for all associated cancellation charges. Where applicable, Coastal Redwood Networks will deliver Circuit Facilities Assignment (“CFA”) at the underlying carrier designated building and suite/cage. It is the Customer’s express responsibility to order and pay for all in building local loop circuits or cross-connects required to connect Customer’s facilities to the underlying carrier assigned CFA.

2.9. Expedited Installation: Customer acknowledges that requests and payments for an expedited installation do not guarantee that the underlying provider and/or local exchange carrier will meet a requested installation date. Requests for expedited installation may expedite the process by which Customer’s order is serviced by the underlying carrier and/or local exchange carrier, but Coastal Redwood Networks cannot guarantee that any installation will occur by a specified date. Coastal Redwood Networks cannot refund any payment made for expedited service in the event that an expedited service date is not met.

2.10. Service Availability: The Service is available throughout the Term, except in the case of scheduled maintenance of the Coastal Redwood Networks network and/or its underlying carrier’s networks. Coastal Redwood Networks will use commercially reasonable efforts to provide prior notification via electronic mail (“email”) to Customer regarding any scheduled maintenance of the Service. Coastal Redwood Networks may interrupt its provision of Service for unscheduled emergency maintenance without notice to Customer or Customer’s customers. Coastal Redwood Networks reserves the right to monitor and/or record certain calls for the purpose of quality control or trouble-shooting service issues, subject to state and federal privacy laws.

2.11. Valid ANI: Where Customer’s equipment allows for manipulation or changing of the outpulsed Automatic Number Identification (“ANI”) or calling party number (“CPN”), Customer is required to pass a valid originating ANI or CPN that is owned by the Customer. For purposes of this paragraph, “valid” ANI or CPN shall mean ANI or CPN in an industry standard format that correctly identifies the call as originating from the geographic area where the Customer is physically situated.

2.12. 900, 500, 700, or Invalid Numbers: Customer shall not pass 900, 500, 700, or invalid numbers (including 000-000-0000) as CPN.

2.13. Local Number Portability: Coastal Redwood Networks utilizes the Local Number Portability database maintained on behalf of the telecommunications industry by the Number Portability Administration Center (“NPAC”) for validation purposes. As a result, the number dialed by Customer may return porting information from the NPAC database which results in calls terminating to different physical locations, and/or Operating Company Numbers (“OCN”) and Local Access Transport Areas (“LATA”) that may differ from the dialed number. If (1) the Customer’s rate plan does not include flat-rate pricing, or (2) for the purpose of calculating high cost area surcharges on flat-rate plans, calls terminating to ported telephone numbers will be rated based on the ported number information, and not the dialed number. Coastal Redwood Networks does not provide Customer access to the NPAC database. Customers wishing to determine whether a dialed number has been ported prior to dialing must arrange independent access to the NPAC database.

2.14. OCN Information: All calls billed under plans other than flat-rate plans will utilize OCN information provided by Bellcore or similar database providers. OCN’s are determined by criteria including the NPA/NXX of the number dialed, as well as the NPAC database. Coastal Redwood Networks shall not be liable for the accuracy of any OCN information, which may be utilized by Customer for any purpose, including but not limited to rating, scrubbing or sorting.

2.15. Toll Free Directory Assistance: Upon Customer’s written request and to the extent available to Coastal Redwood Networks, Toll-Free Directory Assistance listing is available for Customer’s Toll-Free numbers provided by Coastal Redwood Networks. Due to the fact that Toll-Free Directory Assistance is provided through an arrangement with a third party, the provision of Toll-Free Directory Assistance by Coastal Redwood Networks is subject to the policies and procedures promulgated from time to time by such third parties. Customer understands that any Toll-Free Number listed with Toll-Free Directory Assistance is not published in any written directory but is only available on either an online or call-in basis. This service will be charged at such third party provider’s then prevailing rates, which are subject to change without notice at any time.

2.16. International Routes: Customer is aware and acknowledges that Coastal Redwood Networks has no control over the international routes of its underlying providers. Therefore, Coastal Redwood Networks cannot assure or guarantee calls/voice quality for all international traffic. Customer agrees that all calls completed will be considered valid and billable, regardless of call quality.

2.17. Blocking of International Calls: If Customer wishes to block International calls, Customer must ensure that such request is in writing, in the body of the CRSO for the services for which International blocking is to be applied. Any such blocking request that is not in writing will not be valid. For the purpose of call blocking, “International” refers only to those calls using a 011 prefix. Thus, for example, phone calls from the United States to Canada are not International calls and cannot be blocked. It is Customer’s responsibility to understand the limits on any call blocking functionality. Any request to Coastal Redwood Networks to unblock international calls must be in writing.

 

3. Billing And Payment Arrangements:

3.1. Form of Invoice: Coastal Redwood Networks shall send invoices for services by either email, or surface mail, and any invoice received by either method shall constitute a valid bill for services.

3.2. Payment: Customer shall pay for all Services ordered from Coastal Redwood Networks, pursuant to an CRSO at the rates set forth in such CRSO or other pricing exhibits, or as amended from time to time. Customer shall timely pay the full amount invoiced (subject to Section 4- Billing Disputes), even if Customer expects a portion of the invoiced amount to be paid or reimbursed in the future by a third party such as, for example, the Universal Service Administrative Company (“USAC”) in the case of certain customer schools and libraries. Customer shall also pay any repair, telephone charges and charges for inspection, installation or repair of wiring performed on Customer’s premises for the additional charges set forth in the Customer Policies. For a monthly recurring charge that begins somewhere in-between the start and end of a billing period, such charge will be pro-rated for that first billing period. Each month, Coastal Redwood Networks shall bill Customer in arrears for usage charges, non-recurring and pro-rata monthly charges (if any) as well as in advance for all applicable circuit port, loop and equipment Monthly Recurring Charges (MRC). In the event Customer orders any DS3, Fast Ethernet, Gig Ethernet, OC3, OC12 or other high speed service (excluding DS1 or below speeds), then Customer shall provide together with submission of the Order an initial payment equal to the quoted installation fees and one month’s MRC for all loops and ports ordered. The amount received shall be applied against the initial installation fees charged on the first month’s invoice. The remainder will be credited against customer’s last monthly invoice.

3.3. Rounding: Unless otherwise stated in an CRSO, charges for Services shall be rounded up to two digits per call. By way of example, a call whose cost calculated to $1.214 would be rounded to $1.22.

3.4. Prepayment: Unless Customer receives credit approval in writing from Coastal Redwood Networks' credit department and has signed a separate billing agreement, Customer will be invoiced on a prepaid basis.

3.4.1. 30-Day Payment Customers: For Customers who receive written credit approval from Coastal Redwood Networks' credit department for thirty (30) day payment terms, payments for Service shall be due upon Customer’s receipt of the invoice. Undisputed amounts which are not paid in full within thirty (30) days of the invoice date will be past due and subject to an additional charge equal to the lesser of a one and one half percent (1.5%) per month late payment fee or the maximum monthly rate permitted by law on past-due balances. In the event of non-payment of any past due invoice due, or a material breach of this Agreement, including, but not limited to Access Arbitrage or fraudulent use of Coastal Redwood Networks services, all outstanding invoices, including any unbilled usage shall become immediately due and payable, and Customer shall be considered in default.

3.5. Liability for Completed Calls: Customer understands that rates to special service numbers and non-US mobile numbers can be significantly higher than landline rates and Customer is wholly responsible for all calls made over their lines. CUSTOMER IS LIABLE FOR ALL COMPLETED CALLS MADE UTILIZING CUSTOMER’S EQUIPMENT, WHETHER AUTHORIZED OR UNAUTHORIZED, AND REGARDLESS OF SUITABILITY FOR CUSTOMER’S APPLICATIONS, AND/OR ANY FAILURE OF OTHER NETWORK ELEMENTS OR SERVICES WHICH MAY IMPACT CUSTOMER’S ABILITY TO OPERATE. CUSTOMER REQUESTS TO BLOCK INTERNATIONAL SERVICE ON COASTAL REDWOOD NETWORKS SERVICE ORDERS SHALL NOT RELIEVE CUSTOMER FROM LIABILITY FOR INTERNATIONAL CALLS MADE ON CUSTOMER’S SERVICE. COASTAL REDWOOD NETWORKS SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO PROCESS SUCH BLOCKING REQUESTS, SUBJECT TO NETWORK LIMITATIONS AND RESTRICTIONS. CUSTOMER SHALL NOT HOLD COASTAL REDWOOD NETWORKS LIABLE FOR ANY FRAUDULENT CALLS WHICH MAY OCCUR ON CUSTOMER’S SWITCHED, DEDICATED OR CALLING CARD SERVICES, INCLUDING ANY FRAUD RELATED TO UNAUTHORIZED ACCESS OF CUSTOMER’S TELECOMMUNICATIONS EQUIPMENT. ALL INTERNATIONAL AND OFFSHORE CALLS THAT ARE NOT LISTED ON COASTAL REDWOOD NETWORKs' RATE SHEET FOR THE CUSTOMER ARE BILLED AT FIVE DOLLARS ($5.00) PER MINUTE. All domestic long distance calls that are not listed on Coastal Redwood Networks' rate sheet for the Customer are billed at fifteen cents ($0.15) per minute.

3.6. Account Codes: Account Codes, either Verified or Non-Verified, are not intended to be utilized as a security measure; they are for accounting purposes only. Verified Account Codes are used for the purpose of tracking calls made under that specific Account Code. Coastal Redwood Networks does not offer any guarantee that either Verified or Non-Verified Account Code types can or will prevent any fraudulent calls. The Account Codes are issued at the Customer’s request and are the sole responsibility of the Customer. Customer understands and accepts all responsibility for calls made from any location using the Account Codes whether Verified or Non-Verified.

3.7. Credit Information: Customer agrees that Coastal Redwood Networks may request credit information from third parties, and Customer authorizes the release of such information as part of this application.

3.8. Forms of Payment: Acceptable forms of payment are: company checks; cashier’s and certified checks; money orders; personal checks (for non-business accounts); PayPal® (PayPal is a registered trademark of PayPal, Inc.), wire transfers and ACH credits; except where other payment form restrictions are specifically noted in a separate CRSO or addendum. Checks must be drawn on U.S. banks and written in U. S. dollar values. Checks drawn on foreign banks and third party checks are not accepted. Payment by cash is not acceptable. Coastal Redwood Networks may accept, in its sole discretion, payment by credit card. If Customer pays Coastal Redwood Networks by credit card, Customer’s continued receipt of Services, after Customer’s payment to Coastal Redwood Networks appears on Customer’s credit card statement, shall be construed as Customer’s acknowledgement of the validity of such undisputed charges, and as Customer’s waiver of all rights to reverse such charges. Customer’s sole recourse for disputed charges shall be as outlined in Section 4 (“Billing Disputes”).

3.9. Applicable Rates and Charges: Coastal Redwood Networks may modify the applicable rates and charges upon prior notice to Customer as referenced above in Sections 1, 2.1, 2.2, and 3.2. Customer acknowledges that the termination of international long distance wireless calls may be billed at higher rates.

3.10. Service Start Date; Invoicing; and Payment Deadline: For Services providing an access circuit / loop, the Start of Service Date shall be the earliest of i) the Customer’s first use of the Service, ii) five (5) business days after Circuit Ready Date, regardless of whether all Services have been turned up and regardless of Customer readiness, or iii) five (5) business days after the start of a “Customer Delay of Circuit Installation”. “Circuit Ready Date” is the date the Customer’s circuit is active, as notified by the underlying provider. “Customer Delay of Circuit Installation” is defined as an occurrence of Customer directly or indirectly delaying or impeding Coastal Redwood Networks' underlying provider from installing and/or testing Customer’s access circuit / loop. Customer indirectly delays the underlying provider if the Customer site is not ready to accept Services, or if the Customer’s employees, contractors, supplies, vendors, agents, assigns, property owner, property manager, or landlord does not allow, blocks, or delays Coastal Redwood Networks' underlying provider from installing or testing the access circuit / loop. Customer networking issues, whether the result of improper network design, equipment issues, or incorrect information supplied to Coastal Redwood Networks by or on behalf of the Customer, shall not relieve the Customer of the obligation to pay for the Service, including circuit charges, beginning on the Start of Service Date. In the event Customer delays or impedes Coastal Redwood Networks from expeditiously submitting Customer’s order to Coastal Redwood Networks' underlying carrier, Customer pricing may change, as notified by Coastal Redwood Networks. For MPLS Services, including Voice over MPLS, the Customer is required to coordinate with Coastal Redwood Networks to install the hub site first, with each remote site to follow. For Services in which there is no access circuit / loop, the Start of Service Date shall be the date when the Service is available for use by the Customer. For AireContact or AireBroadcast Services, the Start of Service date shall be the earlier of i) Customer’s first use of the service or ii) the date Customer is notified that the service is active. Customer’s obligation to pay for Service shall begin on the Start of Service Date. Service invoicing will occur on a monthly basis. For Wireless Data Service or Coastal Redwood Networks Firewall Service, the Start of Service Date shall be the date Customer’s service is activated.

3.11. Non-recurring Charges: Non-recurring Charges are due and payable on the Start of Service Date or as otherwise billed by Coastal Redwood Networks.

3.12. Monthly Recurring Charges: Monthly Recurring Charges are fixed in amount, not dependent on usage, and billed in advance. If the Start of Service Date is other than on the first day of a monthly billing period or if Service terminates on other than the last day of a monthly billing period, Customer’s first bill shall include pro-ration of the first month’s Service charges, as well as any NRCs not previously paid.

3.13.1. Taxes, Surcharges and Other Service Related Fees: Service rates and charges are exclusive of all taxes, fees, tax-related surcharges and tax-like surcharges (as enumerated below). Customer shall be responsible for, and must pay, all taxes, including, without limitation, sales, use, excise, gross receipts, value added, access, bypass, franchise, telecommunications, consumption and other taxes, fees, duties, charges or surcharges, roaming charges, however designated, and imposed directly on Coastal Redwood Networks based on the provision, sale or use of Service. If Customer believes it, or the Services it receives and uses, are exempt from any tax, Customer will provide Coastal Redwood Networks with a properly executed exemption certificate in a form acceptable to Coastal Redwood Networks that evidences the exemption claimed. Customer shall renew such certification annually and shall provide evidence of such continuing certification upon request by Coastal Redwood Networks. In the event Customer fails to renew its tax-exempt certification, or if its tax-exempt certification is repealed, Customer shall be responsible to Coastal Redwood Networks for all such taxes from the date Customer’s tax-exempt certification became invalid. Tax exemption will only apply to Taxes incurred after the date Coastal Redwood Networks receives the Tax Exempt Document (Customer cannot receive credit for any Taxes already billed). Customer’s obligation to pay applicable taxes (and all other charges due and owing for Service) shall survive the expiration of the Agreement. Many surcharges, including but not limited to the Federal Universal Service Fund Surcharge, are not a tax and are not subject to exemption. Coastal Redwood Networks' primary surcharges are listed at http://www.Coastal Redwood Networks.com/service-terms/64-surcharges.html.

3.13.2. Cost Recovery: Coastal Redwood Networks may impose recovery fees in order to recover costs associated with regulatory compliance, administrative and network facilities costs.

3.13.3. Set-up, Installation and Disconnect Fees: Customer shall pay all applicable inspection, repair, set-up, Demarc extension, installation and disconnect fees, service upgrade or relocation fees, which will be invoiced on a Non-Recurring Charge basis and are non-refundable. Quoted installation fees contemplate installations in normal locations under normal working conditions during regular business hours. Any installations under other circumstances including, but not limited to, hazardous locations or made on an expedited basis outside of standard installation intervals will be subject to additional charges.

3.13.4. Charges Imposed By Other Suppliers: If an entity other than Coastal Redwood Networks (e.g., another carrier or supplier) imposes charges on Coastal Redwood Networks in connection with the provisioning of Service to Customer, including but not limited to, for expedited installations, such charges will be invoiced by Coastal Redwood Networks on a pass-through basis and paid by Customer.

3.13.5. Internet/Data Usage (for Measured Broadband Services): Usage is determined as follows: Utilization samples are taken every 5 minutes throughout Customer’s billing cycle. Only the highest sample is captured for each five-minute period, even though there are actually two samples taken; one for inbound utilization and one for outbound utilization. The higher of these two figures is retained. At the end of the billing period, the samples are ordered from highest to lowest. The result is a database of over 8,000 samples (12 Samples/hour x 24 hours/day x 30 days/month), with the highest sample listed first and the lowest sample listed last. The top five-percent (5%) of the samples (representing the top five-percent (5%) of usage levels) are discarded. The Highest remaining sample, the 95th percentile of peak usage, is the bandwidth usage for an individual port.

3.14. Underutilization: Customer understands and acknowledges that Coastal Redwood Networks' underlying carriers may terminate service on any circuit for underutilization. Customer understands that such termination would in no way affect Customer’s commitment to pay for all monthly circuit charges associated with these circuit(s) for the entire term of the contract. Coastal Redwood Networks will provide Customer fifteen (15) days written notice of its underlying carrier’s intent to disconnect, and Customer shall have the option of increasing usage to prevent disconnection of circuit(s), or alternatively accepting disconnection of designated circuit(s). In the event of disconnection, Customer shall reimburse Coastal Redwood Networks for any circuit disconnection fees charged by the underlying carrier to Coastal Redwood Networks.

3.15. Excessive Incomplete Calls: If Customer utilizes the Coastal Redwood Networks underlying network for call termination, Customer may not have an excessive percentage of outbound incomplete calls, as calculated on the basis of total outbound call attempts in a month per unique customer account. Also, it will be considered outside of Coastal Redwood Networks' Fair Use Policy if the Customer has an excessive percentage of inbound call attempts. An Excessive Call Attempt Surcharge of $0.005 per call will be assessed for all incomplete calls, whether outbound or inbound, deemed excessive by Coastal Redwood Networks in its sole and absolute discretion. For customers utilizing the Coastal Redwood Networks network whose total number of DS1 circuits ordered is 4 (Four) or less (including all circuits utilizing the Coastal Redwood Networks network ordered previously or separately by Customer), the Excessive Call Attempt Surcharge shall not apply until such time as Customer’s total number of DS1 circuits utilizing the Coastal Redwood Networks network exceeds 4. For customers utilizing Toll Free services, Customer may not have an excessive percentage of inbound or outbound Toll Free incomplete calls, as calculated on the basis of total Toll Free call attempts by end user customers in a month per unique customer account. An Excessive Call Attempt Surcharge of up to $0.04 per call will be assessed for all Toll Free incomplete calls deemed excessive by Coastal Redwood Networks in its sole and absolute discretion.

3.16. Termination: If service is terminated for any reason, Customer will pay Coastal Redwood Networks for (a) Services that Customer has used through the date that Coastal Redwood Networks or Customer terminates the Services, (b) any outstanding balance for non-recurring charges, and (c) all charges that may still be due or may be incurred for early termination (see section 3.17. Early Termination Liability).

3.17. Early Termination Liability: Except as may be mutually agreed upon in writing, such in an the CRSO, in the event Customer terminates the Service or the Agreement or any CRSO is after submission of an order for a loop/circuit to the underlying carrier but before the end of the applicable term, Customer shall pay to Coastal Redwood Networks on demand, as liquidated damages and not as a penalty, an Early Termination Liability charge (“ETL”) equal to the sum of i) one hundred percent (100%) of the Monthly Recurring Charges (“MRCs”) for loop/circuit charges for all of the months remaining in any applicable term, ii) one hundred percent (100%) of MRCs for all other charges for the remaining months in the initial twelve months of the term, iii) eighty percent (80%) of the MRCs for all other charges for the remaining months in months 13 – 24 of the term, and iv) seventy percent (70%) of the remaining MRCs for all other charges for the remaining months in the term, namely month 25 and after. In the event of Customer’s termination of the Agreement before the expiration of its term, Coastal Redwood Networks' actual damages would be impracticable and/or extremely difficult to ascertain, so the parties agree the ETL set forth above is a reasonable estimate of actual damages. With respect to Customer terminating the Agreement after the submission of paperwork to the underlying carrier but prior to the Start of Service Date, the number of months remaining in the term shall be the total number of months for which the Customer has contracted. Assessment of an ETL does not relieve Customer of Customer’s obligation to pay any non-recurring charges or any undisputed past due charges and interest thereon.

3.18. Recovery of Collection Costs: Unless otherwise prohibited by law, Customer shall reimburse Coastal Redwood Networks for any costs incurred by Coastal Redwood Networks in undertaking any collection activity, including, but not limited to, the reimbursement of reasonable attorneys’ fees. Reasonable attorney’s fees shall include the time and costs associated with Coastal Redwood Networks' in-house legal staff efforts related to the collection activity. For purposes of calculating the time and costs, the Parties stipulate that Coastal Redwood Networks' in-house legal staff’s time shall be billed at $200.00 per hour.

 

4. Billing Disputes:

4.1. Customer Obligation: Any invoices issued to Customer shall be deemed correct and binding on Customer unless Customer files a dispute according to the provisions of this Section 4.

4.2. Requirements for Valid Dispute: An invoiced charge will be deemed disputed by Customer if, and only if: (a) Customer believes in good faith that the charge was invoiced in error; (b) Customer provides Coastal Redwood Networks written notice of the disputed charge no later than thirty (30) days from the date of the invoice on which the charge first appeared; and (c) Customer’s notice of the disputed charge includes the amount of the disputed charge, the reason the charge is disputed, and documentation supporting the dispute, and provide all documents supporting each dispute. Customer shall not have the right to withhold any amount not properly disputed. If Customer does not dispute a charge(s) on the invoice within thirty (30) days from the date of the invoice, then the invoice will be deemed to be correct.

4.3. Resolution of Disputed Charges: Coastal Redwood Networks shall have the right to determine in good faith the merit of each dispute and Customer’s associated payment obligation. Coastal Redwood Networks will investigate all billing disputes and notify Customer in writing that: (a) a credit will be issued to reverse any amount that Coastal Redwood Networks determines was incorrectly billed, or (b) Coastal Redwood Networks has determined that the disputed charge was invoiced correctly. After a billing dispute is resolved, if the dispute is resolved in Coastal Redwood Networks' favor, Customer will, within five (5) business days of such resolution, remit to Coastal Redwood Networks any required payment, plus interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permissible under applicable state law, calculated from the due date until the date payment is received by Coastal Redwood Networks. Failure to pay such amount in full within such five (5) day period shall be a breach hereof and shall entitle Coastal Redwood Networks, in addition to its other remedies at law or equity, to terminate all Services to Customer without notice and without liability of any kind or amount. If the dispute is resolved in Customer’s favor, and Customer withheld payment of the disputed amount, then Coastal Redwood Networks will issue a credit to reverse the amount incorrectly billed. If the dispute is resolved in Customer’s favor and Customer previously paid the disputed amount, then Coastal Redwood Networks will issue a credit to reverse the amount incorrectly billed and apply such credit against Customer’s next invoice(s). If Customer is no longer being invoiced by Coastal Redwood Networks, Coastal Redwood Networks will remit to Customer the amount of the credit within ninety (90) days of the date of such credit.

 

5. Services and Equipment:

5.1. Products and Customer Equipment Supplied by Coastal Redwood Networks: Coastal Redwood Networks may deliver to Customer certain software, hardware and documentation, including but not limited to Coastal Redwood Networks-provided equipment (collectively, “Products”). Coastal Redwood Networks grants to Customer a personal, limited, non-transferable, non-exclusive, license, without the right to sublicense, transfer, copy or create derivative works, to use the Products during the term of the appropriate CRSO solely for use with the Service specified in such CRSO and in accordance with the Agreement. Either Coastal Redwood Networks or other third-parties own and will continue to own the software used to provide Services. Customer may not decompile, reverse engineer or otherwise use any software code from any software provided by Coastal Redwood Networks or its suppliers. Some software necessary to fully utilize the full functionality of the Services may require Customer to accept additional terms and conditions required by the third-party providers of such software. If Customer has purchased or leased Equipment from Coastal Redwood Networks or its certified third party leasing company then the Customer must install Equipment in accordance with instructions provided by Coastal Redwood Networks (or its third party vendor). Customer may not change the settings on any equipment supplied by Coastal Redwood Networks or its agents without Coastal Redwood Networks' express written consent. In addition Coastal Redwood Networks-provided equipment must be used solely for the purpose of Service utilization. Coastal Redwood Networks will use commercially reasonable efforts to supply and configure the Products to allow Customer to use the Services, unless Customer is supplying its own equipment or purchasing it from a third party (including an Coastal Redwood Networks authorized dealer or fulfillment partner). Coastal Redwood Networks is not responsible for the configuration of, or the components of, Customer’s personal computer or for other telephony equipment that may be necessary to make such customer-provided equipment compatible with the Service. For any equipment that Customer purchases directly through Coastal Redwood Networks, Coastal Redwood Networks may supply new or recertified equipment. On new and recertified equipment purchased by Customer through Coastal Redwood Networks, Customer understands that any Product it purchases through Coastal Redwood Networks, a dealer or fulfillment partner is only designed to work with Coastal Redwood Networks' Services. If Customer or Coastal Redwood Networks terminates Services for ANY REASON, Customer will NOT be eligible for a refund, either full or partial, for any fees paid by Customer for a Product, or for third party-supplied equipment.

 

6. Confidentiality:

6.1. Definition: “Confidential Information” shall include Coastal Redwood Networks pricing, trade secrets as defined under applicable law (“Trade Secrets”), and any and all information, whether provided in writing, orally, visually, electronically or by other means, whether or not marked as “confidential” or “proprietary,” related to the Services and/or business of Coastal Redwood Networks, including, but not limited to, the terms and conditions of the Agreement. Confidential Information shall not include information (a) already lawfully known to or independently developed by Customer as evidenced by its written records, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from third parties without any obligation of confidentiality.

6.2. Confidentiality Obligation: Customer shall maintain the confidentiality of the Confidential Information and shall use the same level of care, but in no event less than a reasonable standard of care, as it uses to maintain the confidentiality of its own confidential information. Customer shall take reasonable steps to ensure that Customer’s personnel, subcontractors, and personnel of such subcontractors, if any, comply with this Section, which steps shall include obtaining enforceable written agreements from Customer’s personnel and subcontractors and requiring enforceable written agreements from personnel of subcontractors binding such entities and individuals to obligations of confidentiality no less restrictive than those set forth in this Agreement. Customer agrees that if it is required by law to disclose the Confidential Information, Customer shall first give written notice of such required disclosure to Coastal Redwood Networks and Coastal Redwood Networks shall have a reasonable opportunity to prevent or limit the third party disclosure. Customer acknowledges that monetary damages may not be sufficient remedy for unauthorized disclosure or use of Confidential Information and that Coastal Redwood Networks may seek without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. The obligations under this Agreement shall: (a) with regard to the Trade Secrets, remain in effect as long as the information constitutes a Trade Secret under applicable law; and (b) with regard to the Confidential Information, remain in effect during the term of this Agreement and for a period of five (5) years thereafter.

6.3. Customer Confidential Information: Coastal Redwood Networks' privacy policy, located at on our website, details Coastal Redwood Networks' confidentiality obligations to Customer.

 

7. Representations And Warranties:

7.1. Customer: Customer warrants and represents that (a) Customer has full power and authority to enter into this Agreement; (b) the signatory to this Agreement possesses all necessary authority to enter into this Agreement with Coastal Redwood Networks in all respects and render it effective; and that Customer shall comply with all applicable federal, state, and local laws, ordinances, regulations and codes in its use of the Services. The laws and regulations include United States export control laws. Customer shall adhere to the laws of foreign countries, particularly if traveling internationally with a device used in conjunction with an Coastal Redwood Networks Service. Customer represents that the address provided to Coastal Redwood Networks for billing purposes is either Customer’s residential or business street address. Customer warrants that the DIDs it has been assigned by Coastal Redwood Networks when utilized by Customer to place outbound calls shall at all times accurately reflect the name of Customer as has been provided by Customer to Coastal Redwood Networks. The out-pulsed caller identification information shall not be altered, manipulated or modified by Customer in any such manner that can cause harm, injury or misrepresent to the called party the nature of the call and shall at all times remain in compliance with the provisions of the Truth in Caller ID Act. (the “Act”).

7.2 Telemarketing: Customer further warrants and represents that it will adhere to all federal, state, and local laws, ordinances, regulations, and codes applicable to telemarketing. These laws include, but are not limited to the Federal Trade Commission’s Telemarketing Sales Rule (“TSR”), the Federal Communication Commission’s Telephone Consumer Protection Act (“TCPA”), and the federal Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Under these laws, Customer’s use of the Services may be restricted. For example, under the TSR, a telemarketer is required to periodically search the National Do Not Call Registry (“DNC Registry”) (currently every 31 days) and to avoid placing certain telemarking calls to those listed in the DNC Registry. A telemarketer’s failure to do so could subject the telemarketer to substantial fines (currently up to $16,000 for each call). Other restrictions can include call monitoring, times telemarketing calls are permitted, use of prerecorded telephone messages, placing “abandoned” calls, advanced called party consent for certain telemarketing calls, calls to cell phones, and disclosures required by law. Use of text messages may be subject to many of the same restrictions as voice calls. For telemarketing, Customer is solely responsible for obtaining and maintaining written consent for those who may be called, in accordance with applicable law. Customer shall stop calling any party who indicates in any manner that the party withdraws their consent to be called. The telemarketing laws affecting outbound calling have changed over the past several years and are expected to continue to change. This paragraph is not intended to provide you with a complete list of all applicable law. You are strongly advised to consult with an attorney knowledgeable in this area of law prior to using the Services for telemarketing

 

8. Indemnification:

8.1. Customer’s Indemnification of Coastal Redwood Networks: Customer will defend and indemnify Coastal Redwood Networks, its employees, directors, officers and agents, from and against any damages, penalties, interest, expenses, liabilities, suit, proceeding or other claim (asserted or threatened) brought by an entity that is caused by, arises from, or relates to: (a) damage to real or tangible personal property, personal injuries (including death) arising out of the gross negligence or willful act or omission of Customer in the use of the Service; (b) any fraud arising from Customer’s use of the Service; (c) any failure of Customer to properly collect and/or remit taxes of services ordered hereunder; (d) representations regarding the nature of Customer’s traffic and any use, operation or resale of Service by Customer in contravention of this Agreement, including without limitation, claims of libel, slander, unauthorized use of copyright or trademark by Customer or the business activities and practices of Customer arising from Customer’s use of the Service; (e) Customer’s use of the AireContact Service; (f) Customer’s engagement of, or relationship or interaction with, any third party service provider;

 

 

9. Limitations on Liability:

9.1. Underlying Carriers: Coastal Redwood Networks is not liable for any act or omission by any other company or companies furnishing a portion of the Services to Customer.

9.2. Direct Damages: Even if advised of the possibility of losses or damages, Coastal Redwood Networks shall not be liable, except as set forth herein, for any losses or damages resulting from: (a) its provisioning of Service to Customer, including but not limited to any customizations for Customer for the Coastal Redwood Networks Cloud PBX Services; (b) any act or omission of Customer, those using the Customer’s Service or third party entities furnishing products used in connection with Service; or (c) the loss or destruction of Customer data resulting from the use of Service.

9.3. Limitation of Coastal Redwood Networks Liability for Direct Damages: Coastal Redwood Networks' liability to Customer for any damage, including but not limited to property damage to Customer premises, service outages/problems, and personal injury, shall in no event be greater than an amount equal to the sum of the payments made by Customer to Coastal Redwood Networks during the three months immediately preceding the event for which losses or damages are claimed. By entering into an Agreement and remaining a Customer, Customer manifests its acceptance of this limitation on direct damages as fair and reasonable.

 

10. Term and Termination:

10.1. Term: The term of the Agreement shall commence on the Start of Service Date and shall continue for the term as set forth in the applicable CRSO. After such initial term, the Agreement shall automatically renew for successive one-year terms unless terminated in writing by Coastal Redwood Networks or by Customer via mail pursuant to this Agreement. Unless otherwise stated, the initial term shall be twenty-four (24) months. The termination of the Agreement shall have the effect of terminating each CRSO. At the discretion of Coastal Redwood Networks, an individual CRSO may be terminated without terminating the Agreement.

10.2. Termination: Coastal Redwood Networks may elect in its sole discretion to terminate this Agreement and any outstanding CRSO(s) immediately for any reason enumerated under Section 2.6 above. Coastal Redwood Networks may terminate this Agreement or any CRSO(s), at its option upon providing Customer with written notice of such election. In such event, the effective date of the termination shall be thirty (30) days from the date of such notice. Coastal Redwood Networks shall not be liable to Customer or any third party for any reason for terminating or suspending Customer’s use of or access to the Services. Customer may cancel the Service by emailing Coastal Redwood Networks , AND by giving written notice to Coastal Redwood Networks (as provided below in paragraph 10.3, “Notice”), with the words “Attention: Disconnection Department, Service Disconnection Request” prominently written on the outside of the envelope, no less than forty-five (45) days prior to the effective date of such cancellation. 

 

11. Miscellaneous Provisions:

11.1. Entire Agreement: This Agreement, including the Terms, any underlying CRSOs, any supplemental product terms and conditions, the AUPs, and state or federal tariffs filed by Coastal Redwood Networks, shall constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior statements, agreements, discussions, proposals, representations or warranties, whether written or oral, on this subject matter, and there are no representations or promises which are not expressly set forth herein. No statement, representation or warranty made by any agent or representative of Coastal Redwood Networks regarding the Services, facilities or equipment to be provided hereunder or the rates therefor shall be binding upon Coastal Redwood Networks unless expressly included herein.

11.2. Compliance With Law: In conjunction with the Agreement, each Party shall at all times comply with all applicable federal, state, and local statutes, ordinances, regulations and orders of any commission or other government body.

11.3. Change of Contact Information: Customer acknowledges that it is Customer’s sole responsibility to supply immediate notice to Coastal Redwood Networks if Customer changes any of its contact information. If at any time Customer’s name or billing information changes from that which is set forth below, Customer shall have five (5) days to inform Coastal Redwood Networks of such changes in accordance with the Notice provisions set forth in the Agreement.

11.4. Relationship of Parties: Neither the Agreement nor the provision of Service hereunder shall be deemed to create any joint venture, partnership or agency between Coastal Redwood Networks and Customer; the Parties are independent contractors and shall not be deemed to have any other relationship. Neither Party, nor any agent or representative of either Party, shall have, or hold itself out as having, the power or authority to bind or create liability for the other Party by its intentional or negligent act and no claimed act of authority shall have any binding effect.

11.5. Amendment: Except as otherwise provided herein, the terms and conditions of this Agreement may not be modified or amended other than by a document that expressly states its intention to modify this Agreement, and such document is signed by hand in ink by both Parties.

11.6. Signature Authority: Coastal Redwood Networks shall not be bound by the terms of any CRSO, or any supplemental document or agreement of any kind, unless signed by hand in ink by an Officer of Coastal Redwood Networks.

11.7. Survivability: The terms and conditions contained in the Agreement that, by their sense and context, are intended to survive the performances of the Parties shall survive the completion of those performances and the Agreement’s termination. These include, without limitation, the making of payments due under the Agreement.

11.8. Governing Law, Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not apply. Customer and Coastal Redwood Networks both hereby irrevocably agree that any suit brought by either Party arising out of or relating to this Agreement shall be brought exclusively in the Superior Court of California, County of Merced, and Customer and Coastal Redwood Networks both hereby submit to the personal jurisdiction of such court. The Parties both hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either Party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. THE PARTIES HEREBY EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY A PARTY AGAINST THE OTHER PARTY RELATING TO THIS AGREEMENT. In the event an action is brought or an attorney is retained by either Party to enforce the terms of this Agreement or to collect any moneys due hereunder, the prevailing Party will be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney’s fees, court costs, reasonable costs of investigation and other related expenses incurred in connection therewith.

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