Terms of Service

Customer acknowledges and agrees that it has reviewed the Terms of Service (including with legal counsel and other professional advisors), to the extent it desired to do so, and shall be bound by and adhere to the Terms of Service. cielo, LLC will use reasonable efforts to meet any estimated timelines or due dates for installation of the hardware and provision of the Services, however, installation is subject to cielo, LLC's scheduling and availability, any such stated installation dates are estimated and time shall not be of the essence with respect to the same. The individual signing this Agreement on behalf of Customer represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Customer represents and warrants to cielo, LLC that the execution and delivery of the Agreement and the performance of Customer’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on Customer and enforceable in accordance with its terms. If this Agreement is a "change" to an existing service being provided by cielo, LLC above, then the fees set forth herein are in addition to the fees set forth in the parties original agreement. This Agreement will be deemed valid, binding, and enforceable against Customer upon the earlier of the following: (i) signature by Customer of this Agreement (whether or not signed by cielo, LLC), (ii) acceptance of this Agreement by Customer, or (iii) Customer’s acceptance of the installation of the hardware and use of the Services.

• Standard term is 36 months. All additions within the term will be made co-terminus
• Customer is to notify service@cielo.us.com 60 days prior to cancellation of any existing services to arrange proper termination of services.

Termination fees: Termination without Cause: Following expiration of any applicable Minimum Period, either  party to an Agreement may terminate any service provided under a  month-to-month service option with sixty (60) days prior written notice. In  the event Customer terminates or discontinues any service provided under a  term plan with cielo prior to the expiration of the then-current term,  Customer shall pay cielo: (1) the monthly recurring charges and minimum  monthly usage amount (if applicable) multiplied by the number of months  remaining in the service term period.

Order Cancellation: Customer shall  pay an order cancellation fee (a minimum of $250.00 or equivalent to the  actual cost of equipment, lines and installation, whichever is greater)  should the Customer initiate the cancellation of Customer’s service order  associated with a particular SOA prior to test and turn up of the service.  The order cancellation fee compensates cielo for the time, money and  resources spent to prepare and procure Customer’s service order request  associated with a particular SOA. Because there may be circumstances under  which cielo may not be able economically to provide or continue to provide  services, cielo reserves the right, in such instances, to immediately  cancel/discontinue service without liability or further obligations to the  Customer.

Late fees: cielo, LLC reserve the right to assess a late fee  of the lesser of one and one-half percent (1.5%) per month or the maximum  allowed by law for any payment not received within thirty (30) days of  invoice. Customer shall be liable for all charges associated with the use of  services, including charges that result from theft, abuse or misuse, as well  as fraudulent, and/or unauthorized use of such service. All Customer payments  to cielo shall be in U.S. currency.

Equipment return: Property to be Returned Upon Termination: When  any service provided under the Agreement is terminated, all public IP  Addresses assigned by cielo to Customer that are associated with the  Agreement’s services being terminated shall revert back to cielo, and  Customer shall return all cielo property or the property of cielo’s  underlying carriers (including but not limited to cielo routers, switches,  equipment, facilities and software) to cielo that is associated with the  Agreement service being terminated. If the property is not returned and  received within sixty (60) days of the service termination date, Cielo will  bill Customer for the non-returned

Credit  Inquiries/Deposits: Customer authorizes cielo to inquire  into Customer’s credit history, including asking consumer reporting agencies  and/or other references for Customer credit information. Notwithstanding any  applicable laws or regulations to the contrary, cielo reserves the right, at  its sole discretion and at any time, to (a) refuse to provide the service  requested or provisioned under any of the Incorporated Agreements, including  any SOAs, or (b) require a noninterest bearing security deposit that will be  refunded upon expiration or termination of the MSA or any of the Incorporated  Agreements and the payment in full of all outstanding invoices, based on  Customer’s credit worthiness. If Customer fails to pay any amount due to  cielo under the MSA or any of the Incorporated Agreements, cielo shall have  the right, but not the obligation, to apply the security deposit to the  outstanding amounts due and may demand, as a condition of continued service,  that Customer provide an additional non-interest bearing security deposit.

Provided Customer Premise Equipment: Equipment may be provided for  rent or purchase by cielo, or as service associated with one of cielo’s  underlying carrier partners. All equipment charges will be combined with  service charges in Customer’s monthly invoice generated by cielo. (a)  Equipment Rental: Equipment rental is subject to the terms and conditions of  the SOA. Rental equipment is the property of cielo. Rented equipment is for  normal business use only. cielo will repair or replace all rented equipment  that has not been damaged or worn due to excessive use or abuse. The customer  must contact cielo support at 781-566-0280 or send an email to  service@cielo.us.com to describe the repair issue and to receive instructions  regarding the return and replacement of the equipment. The customer will be  billed for any equipment that has been damaged or abused beyond normal use or  that was lost or stolen from their premises. The specific method of  calculation will depend on the relevant facts but, in general, cielo will  calculate the value of such equipment using the “replacement cost” method  meaning calculating what it would cost cielo to replace such equipment taking  into account the age and useful life of such equipment. (b) Equipment  Purchase: All equipment purchased by Customer from cielo and billed by cielo,  will remain Customer’s property upon the expiration of the Agreement. The  Customer will be billed for equipment purchases once the equipment has been  shipped to the customer. All purchased equipment has a 1- year manufacturer’s  warranty. Upon warranty expiration, the customer is responsible for either  repairing or purchasing replacement equipment) (c) cielo Property: cielo  equipment and the equipment of cielo’s underlying carriers will remain the  sole and exclusive property of cielo, its underlying carriers, or cielo’s  assignee, as may be applicable. Customer will not tamper with, remove or  conceal any cielo equipment, identifying plates, tags or labels. To the  extent permitted by law, Customer will indemnify, hold harmless and defend  cielo and its underlying carriers against any liens placed on cielo equipment  or the equipment of cielo’s underlying carriers due to Customer’s action or  inaction. Any lien will be discharged by Customer within ten (10) days of  notice of filing. Failure to discharge any such lien is a material breach of  this Agreement and may result in immediate termination. cielo reserves the  right to substitute, change or rearrange any equipment used in delivering  services that does not affect the quality, cost or type of services. (d)  Property to be Returned Upon Termination: When any service provided under the  Agreement is terminated, all public IP Addresses assigned by cielo to  Customer that are associated with the Agreement’s services being terminated  shall revert back to cielo, and Customer shall return all cielo property or  the property of cielo’s underlying carriers (including but not limited to  cielo routers, switches, equipment, facilities and software) to cielo that is  associated with the Agreement service being terminated. If the property is  not returned and received within sixty (60) days of the service termination  date, cielo will bill Customer for the non-returned property within two (2)  monthly billing cycles following the service termination date, which Customer  shall pay in full, within thirty (30) days of receipt of such bill.