Master Service Agreement

1. Application of Terms of Service

These TOS are incorporated by reference into the Master Service Agreement (“MSA”) and Service Order Addendum(s) (“SOA”) between Arrow Networks (“Arrow”) and Customer. If there is any conflict between the rates, terms and conditions set forth in the applicable tariff, the SOA, the TOS, MSA or any Addendum to the MSA (“Addendum”), the following order of precedence shall apply: the terms and conditions of the applicable filed tariff shall have first precedence, any Addendum shall have second precedence, the TOS shall have third precedence, and the MSA and/or SOA shall have fourth precedence.

2. Access to the Services

2.1 Service. Arrow agrees to provide Customer the services, equipment and or software described in each SOA. Services provided under any SOA shall be governed by the terms and conditions set forth in the MSA and/or SOA and in this TOS, as well as the terms and conditions found in applicable Arrow tariffs or price lists on file with state regulatory agencies and/or with the Federal Communications Commission (the “FCC”). Arrow reserves the right, in its sole reasonable discretion, to reject any MSA, Addendum, or SOA(s) prior to Arrow’s signature. Arrow will use reasonable efforts to install services ordered under the SOA(s); however, Arrow does not guarantee that services will be installed and provisioned on Customer’s desired date for installation. During the term of any SOA(s), Arrow reserves the right to modify pricing as set forth in the SOA(s) or elsewhere upon 30 days written notice to Customer (where such notice may be provided by email to Customer); in such event, Customer shall be permitted, by providing written notice to Arrow during the 30-day notice period, to terminate the service(s) for which pricing was increased.

2.2. Service Terms. The Terms and Conditions, Privacy Policy, and terms that govern Arrow Networks services, each set forth at www.arrownetworks.com/legal, are incorporated by reference in this Agreement (collectively, the “Services Terms”). The Service Terms may be amended or supplemented from time to time by Arrow Networks, at Arrow’s sole discretion.

2.3. Third-Party Services & Authorization. The Services may include the resale or other provision by Arrow of third-party products or services (the “Third-Party Services”). Customer’s use of Third-Party Services, and Arrow’s liability with respect to Third-Party Services, are each subject to the terms, conditions and agreements, including service level agreements, provided by the Arrow's respective Third-Party Services providers (the “Third-Party Terms”). Customer may be required to accept the Third-Party Terms directly with the Third-Party Services provider prior to using the Services. Customer irrevocably authorizes Arrow to act as Customer’s limited agent for the purpose of accepting Third-Party Terms. Customer acknowledges and agrees that Arrow is  merely acting as a limited agent for Customer, and is not a party to any such Third-Party Agreements. Arrow will not be liable for the acts or omissions of Third-Party Services providers, and Arrow is not be responsible for providing or facilitating any remedies that may be set forth in the Third-Party Terms. Arrow will use commercially reasonable efforts to seek and pass along to Customer available remedies for issues with Third-Party Services. Customer’s remedies with respect to any issues with Third-Party Services that affect multiple customers are limited to a proportionate amount of any remedies received by Arrow as may be set forth in the Third-Party Terms. For purposes of this foregoing sentence, “proportionate” means a percentage equal to the product of (i) the resources utilized by Customer divided by (ii) the total resources utilized by all of the affected customers, as determined by Arrow acting reasonably.

2.4. Letter of Agency and Authorization. This agreement expressly authorizes Arrow to act on Customer’s behalf and serve as Customer’s agent, or agents, for purposes of negotiating, representing, procuring pricing, proposals, and contracts, and managing Customer’s telecommunications, technology, and related service(s), as per the SOW agreed to by the Parties, and/or as outlined in the Customer's SOA. Arrow agrees that any deviations from the Scope of Work agreed to between the Parties shall require final approval of the Customer.

Parties agree that any document executed by Arrow, as Customer’s agent, with any third-party vendor or service provider shall be executed on behalf of Customer. This authorization includes the ability to obtain customer proprietary network information (“CPNI”) and permits Arrow to view, copy, request copies of, and/or have access to any billing records of Customer, any customer file, personal data, or other information of Customer. Customer acknowledges and agrees that, as a result of such access, Arrow shall have access to Customer’s account(s), including any applicable administrative portal(s), and shall have all rights and privileges afforded any other authorized user, including the ability to make modifications or updates to services which may result in Customer incurring additional fees or costs, subject to payment.

This authorization also includes, without limitation, the removal, addition to, or rearrangement of any and all telecommunication service(s), as well as any equipment interconnected to Customer’s telecommunications service(s) and also authorizes Arrow to act as Customer’s agent to change Customer’s primary carrier(s) from Customer’s current service provider(s) for each of Customer’s technology services, to cancel services, place orders, as well as act on Customer’s behalf for provisioning, installation, and activation of services, the administration of billing, and the identifying, reporting, and resolution of trouble tickets.

Customer agrees to indemnify Arrow for any claim or cause of action that may be brought against Arrow as a result of Arrow’s agreement(s) with Customer. Arrow agrees to indemnify Customer for any claim or cause of action brought against Customer due to Arrow’s gross negligence. This authorization is valid upon the date of signature and will remain in effect until otherwise revised or revoked in writing, by either of the undersigned Parties. The authorizations, privileges, and authorities contained herein shall continue in full force and effect until such time that this authorization is rescinded as provided herein. 

The Parties acknowledge that this letter is only a letter of agency and authority and does not supersede or invalidate any signed agreement between that parties. Either party shall be permitted to terminate and/or rescind the agency authority granted from Customer to Arrow, at any time, by providing written notice to the other Party of their intent to terminate.

3. Technical Support

For certain Services, technical support will be provided directly by the Third-Party Services provider or via its designated support partner. Technical support for other designated Services may be provided by Arrow, pursuant to the Service Level Agreement between Arrow and Customer (“SLA”) and no Third-Party Services provider is obligated to provide direct technical support to Customer under this Agreement, for such designated Services, unless specifically set forth otherwise in the Order. If Arrow’s relationship with a Third-Party Services provider is terminated, technical support for the related Services may be provided by the Third-Party Services provider directly or via another reseller and Customer and/or its end-users will be required to sign up for such Services with another with the Third-Party Services provider directly or with another reseller.

4. Administrative Access

Arrow may maintain an administrative account for Customer’s Services solely for technical support and account management purposes.

5. Rates and Charges

5.1. Rates: Rates for Products and Services are defined in the relevant SOA(s) or in the TOS.

5.2. Rate Adjustments: Arrow may impose on Customer additional regulatory fees; administrative charges; and charges, fees, or surcharges for the costs Arrow incurs in complying with governmental programs. These fees, charges or surcharges may include state and federal Universal Service Fund (“FUSF”) fees, Compensation to Payphone Providers, Telephone Relay Service, or Gross Receipts surcharges, and the amounts may vary. If the FCC requires that Arrow contribute to the FUSF based on Services that Arrow in good faith has treated as exempt, Arrow will bill Customer the FUSF fees for such Services beginning on the date the FCC establishes that such Services became subject to FUSF contributions.

5.3 Taxes: Arrow’s rates and charges for Services do not include taxes, nor do the rates and charges contemplate those taxes will be deducted or withheld by Customer from the payments Customer makes to Arrow. Customer will pay all taxes, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, or national taxes or charges imposed on, or based upon, the provision, sale or use of Products or Services. Customer will not deduct any withholding taxes (or taxes deducted at the source) from any invoiced amounts. Customer will not be responsible for payment of Arrow’s direct income taxes, employment taxes, and any other tax to the extent that Customer demonstrates a legitimate exemption under applicable law. Additional information on the taxes, fees, charges, and surcharges collected by Arrow is included at the end of this TOS.

6. Term Commitment and Service Start Date

Customer shall utilize Arrow’s service(s) as specified in each SOA for the duration of the term(s) specified in the associated SOA for such services. The initial term of services provided pursuant to each SOA will automatically renew for successive one (1) year periods unless Customer notifies Arrow in writing of Customer’s desire not to renew at least sixty (60) days prior to the expiration of the then current term. The term of any SOA will commence on the “Service Start Date.” The “Service Start Date” shall mean the date when Arrow tests and initiates the service associated with a SOA and notifies the Customer that service has been initiated. On the Service Start Date, Arrow will begin billing Customer for such services.

Arrow is not responsible for any delays that impede the Customer’s ability to use the installed service, including but not limited to, delays caused by the Customer or caused by third party delays incurred because of problems connecting the installed service to the Customer’s LAN, WAN, PBX, or other customer premise equipment (“CPE”) by Customer or third party. Customer will bear the costs of any additional apparatus reasonably required to be installed because of the use of Arrow’s network or facilities. Except as set forth in Arrow’s applicable tariff(s) or a SOA, the minimum period for Services provided is sixty (60) days (“Minimum Period”).

7. Termination

7.1. Termination without Cause: Following expiration of any applicable Minimum Period, either party to an Agreement may terminate any service provided on 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 Arrow prior to the expiration of the then current term, Customer shall pay Arrow: the monthly recurring charges and minimum monthly usage amount (if applicable) multiplied by the number of months remaining in the service term period (“The early termination charge.”).

7.2. Termination for Cause: Customer shall be in default of an Agreement if:

(a) Customer fails to pay any undisputed amount due hereunder within thirty (30) days of the payment due date, or

(b) Customer provides inaccurate, false, or otherwise misleading information in its application for service, or

(c) Customer utilizes Arrow’s services for any unlawful purpose or for any other purpose than that for which the service is intended, or

(d) Termination for Cause. Either Party may terminate an Order for cause if the other Party commits a material breach of this Agreement that remains uncured after the expiration of thirty (30) days’ written notice specifying the basis for the breach.

(e) In the case of Termination for Cause, the Customer shall be responsible for the costs of all outstanding charges as of the date of the termination. The Customer shall also be liable for any early termination charges as calculated in paragraph 6 above. The Customer shall also be responsible for the return to Arrow of any equipment provided to the Customer by Arrow. The Customer may also be liable for reasonable costs and attorney’s fees associated with the collection of any overdue balances due to Arrow. Any such charges will be due within 30 days of the date of the notice of termination or the date of termination whichever is later.

7.3. 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. Customer shall be responsible for any charges imposed by an underlying carrier arising out of any delay or inability of the carrier to install services ordered by Customer which delay is caused by the Customer or third party (Customer Not Ready (“CNR”) charges).

Because there may be circumstances under which Arrow may not be able to provide Services, Arrow reserves the right, in such instances, to immediately cancel/discontinue service order(s) without liability or further obligations to the Customer.

8. Payment

8.1 Payments: Customer shall pay all charges included in the monthly invoice including service charges and fees as set forth in each SOA, including, but not limited to, nonrecurring incidental charges (such as charges associated with installation, line maintenance, expedites, moves, adds, changes, deletions, and cancellations), equipment purchases, surcharges, regulatory fees, taxes, and other charges required by law within 30 days from the date of the invoice. The initial invoice for all Arrow services is inclusive of pro-rated charges from the date of service activation, applied one month in advance for voice, hardware, and security services and two months in advance for data and Internet services. Charges for maintenance and repair shall be billed to Customer pursuant the “Arrow Maintenance and Repair Program” and any applicable tariffs. Customer will indemnify Arrow for any and all costs, claims, taxes, charges, and surcharges levied against Arrow relative to a proof of exemption that Customer provides Arrow. Customer shall pay all service charges promptly upon the completion of installation for each specified service associated with each SOA. For the avoidance of any doubt, for installations associated with a service provided under a SOA that includes multiple locations or an installation process that is phased in over a period of time, Customer shall pay service charges promptly upon the completion of each installation for each specified service associated with each SOA at each particular location or the conclusion of each phase of the installation process, whichever is earlier. Additional fees for changes may apply to changes in the Service Order associated with a particular SOA that is requested by Customer after the SOA is signed. Upon Customer’s receipt of an Arrow invoice, all payments associated with the Arrow invoice shall be due and the Customer shall pay such amounts. Arrow will be entitled to reasonable attorney’s fees and costs incurred in connection with the collection of any delinquent balance due to the Company.

8.2. Payment options: Customers may pay by wire transfer, check, money order, AMEX, Visa, or MasterCard. Payments by AMEX, Visa or MasterCard are subject to a 3% surcharge where allowable by law. Arrow reserves 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 by the due date of the invoice thirty (30) days. The late charges will be in additional to any other charges accrued because of the Customer’s failure to pay for services ordered and delivered or a material violation of the terms of the TOS. All Customer payments to Arrow shall be in U.S. currency, unless otherwise agreed to by Arrow.

9. Charges

9.1. Unauthorized Usage(s): Customer shall be liable for all charges associated with the use of Arrow’s services, including charges that result from theft, abuse, or misuse, as well as fraudulent, and/or unauthorized use of such service not caused directly by documented errors of Arrow.

9.2. Third-Party Charges: Arrow shall not be liable for any third-party charges arising from or related to the termination of any previous agreement for services or the failure of Customer to terminate any previous agreement for services. If any property owner, under which Customer is a tenant, assesses a fee against Arrow in order to, or because of, the provisioning of any services to Customer, Arrow may pass through such charges to Customer.

10. Billing Disputes

1. If Customer disputes a charge in good faith, Customer shall (1) pay all undisputed charges within 30 days of the date of the disputed invoice, and (2) within 60 days of the date of the invoice provide written, specific notice, with all supporting documentation, to Arrow of the disputed amount through the Arrow claims submission process. Customers may initiate a dispute by emailing billing@arrownetworks.com. Upon the Customer’s submission of a dispute, the Customer will receive billing ticket number. This ticket number should be used as a reference for all future correspondence. Arrow shall undertake a reasonable, good faith effort to review Customer’s disputes within thirty (30) days of the date Arrow issues a billing dispute ticket number.
2. Should Arrow deny a dispute submitted by Customer, Customer shall have ten (10) business days by which either to pay the disputed amounts or to escalate the dispute to the level of the Arrow Vice President. Arrow requests that the Customer also escalate the dispute within their organization to a VP or equivalent level. The Arrow Vice President or his or her designee shall provide Customer with written notice of Arrow’ final decision within 30 days of receipt of the notice of escalation. Failure to timely dispute a charge or failure to timely escalate a dispute shall waive any further right to dispute a charge.
3. Any disputed amount which is not resolved in Customer’s favor shall be paid within ten (10) days of receipt of the final notice of denial of the billing dispute.
4. This section does not apply to any charges resulting from Customer’s material violation of the terms of the TOS, MSA, Addendum and/or SOA, including but not limited to failure to pay for Services ordered and delivered timely and the termination of Services incurred as a result of a violation of the terms of the TOS, MSA, Addendum and/or SOA.

11. Credit Inquiries/Deposits

Customer authorizes Arrow 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, Arrow reserves the right, at its sole discretion and at any time, to (a) refuse to provide the service requested or provisioned, or (b) require a non-interest bearing security deposit, refunded upon the payment in full of all outstanding invoices, based on Customer’s credit worthiness. If Customer fails to pay any amount due to Arrow under the TOS, MSA, Addendum or SOA, Arrow 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.

12. Use of Service

Customer shall not use the service in any manner other than that for which the service was intended and shall refrain from using the services in any manner that would adversely affect the equipment or network of Arrow and/or its underlying carrier, or the service that Arrow and/or its underlying carrier provides to others. Customer shall not use the service in any manner that violates Federal, State or Local laws. Arrow reserves the right to discontinue service without notice in the event of any such unlawful or adverse use Customer understands and agrees that it is liable for all use of this service and/or device by the Customer or any person making use of the service or device. Customer may not use this service or device for any unlawful, abusive, or fraudulent purpose, or in a manner that violates Arrow’s AUP.

13. Interruption of Service

13.1. Interruption of Service Caused By Force Majeure: Arrow shall not be liable for any delay or failure of performance of any part of the Agreement to the extent that such failure or delay is caused by Acts of God, acts beyond the reasonable control of Arrow, inability to secure products or services of other persons or transportation facilities, or acts or omissions of common carriers or third parties.

13.2 Allowances for Interruptions in Service: A credit allowance will be given when service is interrupted, except as specified below. A service is interrupted when it becomes inoperative to the Customer, e.g., the Customer is unable to transmit or receive, because of a failure of a component or service furnished by Arrow. An interruption period begins when Customer reports a service, facility, or circuit to be interrupted through the opening of a trouble ticket and makes it available for testing and repair. An interruption period ends when the service, facility, or circuit is operative. Once the service has been restored, the customer can request a credit via our portal. Credits are available for request after the service has been impacted for twenty-four (24) hours. Please access the tab CUSTOMER SERVICE/BILLING TICKETS and enter the repair ticket information and a request for Arrow to determine the credit. Arrow will respond via the portal within five (5) business days. Credits are calculated based on the number of days out of service calculated after the first twenty-four (24) hours within a standard thirty (30) day month. If the Customer reports a service, facility, or circuit to be interrupted but declines to release it for testing and repair or refuses access to its premises for test and repair by Arrow, the service, facility or circuit is considered to be impaired but not interrupted. No credit allowances will be made for a service, facility or circuit considered by the Arrow to be impaired. 

1. Limitations on Allowances: No credit allowance will be made for any interruption in service:
   
   1. Due to the negligence of or noncompliance with the provisions of the TOS, MSA, Addendum, and/or SOA by any person or entity other than the Company, including but not limited to the Customer.
   2. Due to the failure of power, equipment, systems, connections, or services not provided by the Company.
   3. Due to circumstances or causes beyond the reasonable control of the Company.
   4. Due to any violation of applicable Federal, State or Local laws by the Customer or caused by the negligence or other failure to comply with its legal obligations.
   5. During any period in which the Company is not given full and free access to its facilities and equipment for the purposes of investigating and correcting interruptions.
   6. A service will not be deemed to be interrupted if a Customer continues to voluntarily make use of the service.
   7. During any period when the Customer has released service to the Company for maintenance purposes or for implementation of a customer order for a change in service arrangements.
   8. That was not reported to the Company within thirty (30) days of the date that service was affected.
   9. For reasons specified in Section 14 below.
2. Use of Other Means of Communications: If the Customer elects to use another means of communications provided by Arrow during the period of interruption, the Customer must pay the charges for the alternative service used.
3. Application of Credits for Interruptions in Service:
   1. Credits for interruptions in service that are provided and billed on a flat rate basis for a minimum period of at least one month, beginning on the date that billing becomes effective, shall in no event exceed an amount equivalent to the proportionate charge to the Customer for the period of service during which the event that gave rise to the claim for a credit occurred. A credit allowance is applied on a pro rata basis after 24 hours of service impact against the rates specified hereunder and is dependent upon the length of the interruption. Only those facilities on the interrupted portion of the circuit will receive a credit.
   2. For calculating credit allowances, every month is considered to have thirty (30) days.

14. Warranties

Except as and only to the extent expressly provided in the TOS, MSA, Addendum, or SOA(s) to the contrary, Services are provided “as is.” Arrow makes no warranty, express or implied, as to the description, completeness, quality, merchantability, or fitness for a particular purpose of any service provided pursuant to the Agreement, or that any such service shall be uninterrupted or error-free, unless expressly provided by both Arrow and the Customer. Arrow DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE, UNINTERRUPTED OR SECURE FROM THIRD-PARTY ATTACKS. THE PRECEDING DISCLAIMERS INCLUDE AN EXPRESS ACKNOWLEDGEMENT BY CUSTOMER THAT, AMONG OTHER THINGS, Arrow DOES NOT MAKE ANY PROMISE TO CUSTOMER THAT: THE SERVICES OR PRODUCTS ARE FREE FROM DEFECTS; THE SERVICES OR PRODUCTS WILL PERFORM IN ANY SPECIFIC MANNER, AT A PARTICULAR SPEED, OR TO ANY PARTICULAR STANDARD; MANAGED OR OTHER SECURITY SERVICES WILL PROVIDE ANY PARTICULAR LEVEL OF PROTECTION FOR CUSTOMER’S COMPUTERS, NETWORKS OR SYSTEMS; HOSTED SERVICES WILL MEET ANY PARTICULAR LEVEL OF SECURITY, RELIABILITY OR COMPLIANCE, OR THE SERVICES OR PRODUCTS CAN BE USED FOR A SPECIFIC PURPOSE.

15. Indemnification  

Customer shall indemnify, defend, and hold Arrow, its parent, affiliates, employees, directors, officers, agents, underlying carriers, and sub-contractors, harmless from any claim, loss or damages (whether in the form of a demand claim, lawsuit or arbitration, including actual attorneys’ fees, arising from or resulting from Customer’s order or use of the Services, any unauthorized use of the Services, placement of material or content on Arrow’s network, or from use of Arrow’s services by a  third party, regardless of Customer’s knowledge or consent. In addition, Arrow shall indemnify, defend, and hold the Customer, its parent, affiliates, employees, directors, officers, agents, underlying carriers, and sub-contractors, harmless from any claim, loss, or damages, including actual attorneys’ fees, from any claim, loss or damages to the extent that such claim, loss or damage was caused by Arrow’s gross negligence or misconduct in connection with the Customers authorized use of the Services.

16. Customer Warranties

16.1 Hazard: Customer represents and warrants that neither its equipment nor facilities will pose a hazard to Arrow’s equipment or facilities or create a hazard to Arrow’s personnel or customers or the public in general.

16.2 Compliance: Customer represents and warrants that its use of the services will comply and conform with Arrow’s AUP along with all applicable federal, state, and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the subject matter of the Agreement and Customer will be responsible for applying for obtaining and maintaining all registrations and certifications which may be required by such authorities.

16.3 Resell: Customer represents and warrants that it will not resell all or a portion of the service(s) provided by Arrow.

17. Limitations of Liability

THE COMPANY’S LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR DAMAGES ARISING OUT OF CUSTOMER’S USE OF SERVICES AND NOT DISCLAIMED BY WRITTEN AGREEMENT BETWEEN THE PARTIES SHALL NOT EXCEED THE AMOUNT EQUAL TO THE TOTAL NET CHARGES TO THE CUSTOMER FOR SERVICE TO WHICH THE CLAIMED DAMAGES RELATE DURING THE PERIOD IN WHICH SUCH CLAIMED DAMAGES OCCUR AND CONTINUE. IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH TO THE COMPANY.  

18. Consequential Damages

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.  

19. Assignment

Customer may not assign its rights or delegate its responsibilities as set forth in the TOS, MSA, Addendum, and/or SOA without Arrow’s express written permission. Arrow will permit assignment to a new successor if the Assignment of Services agreement is agreed to by the successor. Arrow may, at any time, assign its rights or delegate its obligations hereunder in accordance with the law of Missouri.

20. Survival

Any accrued rights to payment, any remedies that by their nature would survive including without limitation, indemnification, remedies, warranty disclaimers and limits of liability, shall survive any expiration or termination of the TOS, MSA, Addendum, or the SOA.

21. Compliance with Law

The TOS, MSA, Addendum, and SOA are subject to all applicable law and the obtaining and continuance of any required approvals, authorizations, or tariffs or price lists filed with the FCC or any other governmental agency. Arrow will use good faith reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any applicable law adversely affects the services or requires Arrow to provide services other than in accordance with the terms of the TOS, MSA, Addendum, and the SOA, Arrow may without liability to the Customer, terminate the affected services upon (30) days written notice to the Customer.  

22. Confidential Information

Customer Proprietary Network Information (“CPNI”) shall only be disclosed in accordance with applicable law and Arrow’s policies and procedures. See also, Arrow’s Statement of Privacy (https://www.arrownetworks.com/legal/confidentiality-agreement).  

23. Non-Use & Limited Disclosure

The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.

24. Choice of Law and Venue

Customer agrees that the substantive law of the State of Missouri shall apply to the interpretation and enforcement of the terms the TOS, MSA, Addendum, and/or SOA and any dispute arising thereunder. Customer further agrees to exclusive jurisdiction and venue for a dispute between them shall be the state courts of Greene County, Missouri.

25. Notices

All notices to Customer required by these TOS, MSA, Addendum, and SOA will be in writing and will be made by one or more of the following methods: regular mail, overnight delivery, certified mail, electronic mail, on Customer’s invoice, or by facsimile transmission with receipt verification. Notices will be sent to the address of record, and in the event of multiple addresses, to the address of the parent account. In the case of a notice to Arrow, all notices under the TOS, MSA, Addendum, or SOA will be in writing and will be made by personal delivery, overnight delivery, or certified mail to: Arrow Networks, 1118 McGee Street, Kansas city, MO 64106.

26. Entire Agreement and Amendments

The terms and conditions set forth in the TOS, MSA, Addendum, and SOA represent the entire understanding of the parties with respect to the Services provided hereunder, and supersede any prior agreements, promises, offers, communications, representations, statements, negotiations, understandings, or proposals, oral or written between Customer and Arrow, any related entity or any of their respective employees, contractors or agents with respect to any services or products offered by Arrow. Customer acknowledges and agrees that Customer has not relied upon any statement, promise or representation by Arrow, any related entity or any of their respective employees, contractors, or agents, including that relating to the performance, pricing, specification or other aspects of any service or product offered by Arrow and not expressly set forth in the TOS, MSA, Addendum, and SOA. If any provision of the TOS, MSA, Addendum, and SOA is held to be invalid, void, or unenforceable, the remainder of the provisions will nevertheless remain unimpaired and in effect.