MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into as of  (the "Effective Date") by and between Velocity Communications Inc., a corporation registered under the laws of the State of Washington ("Velocity"), and , a  registered under the laws of the State of  ("Customer"). Velocity and Customer are each referred to herein as a "Party" and collectively as the "Parties." This Agreement shall become legally binding and effective upon execution by both Parties.

RECITALS WHEREAS, Velocity provides telecommunications, internet, voice, and related services; and WHEREAS, Customer desires to obtain such services under the terms set forth herein; NOW, THEREFORE, in consideration of the mutual conditions contained herein, the Parties agree as follows:

1. CONTACT INFORMATION

1.3 Notices delivered electronically (e.g., email) shall be deemed received upon transmission provided no delivery failure notification or similar error is received by the sending Party. Notices sent by first-class mail shall be deemed received three (3) business days after mailing.

Customer agrees to promptly update Velocity in writing if its contact details change.

2. DEFINITIONS 2.1 "Services" means internet access, voice services, network construction, professional services, and related connectivity products as detailed in applicable Service Orders. 2.2 "Equipment" means hardware or software provided by Velocity, including but not limited to Customer Premises Equipment (CPE), routers, switches, and fiber termination units. 2.3 "Premises" means the Customer's Service location as described in the applicable Service Order. 2.4 "Special Construction" means any non-standard installation or construction work required to deliver Services, subject to additional costs and prior approval.

3. TERM AND TERMINATION 3.1 This Agreement is effective as of the Effective Date and remains in effect until terminated by either Party with thirty (30) days' prior written notice. 3.2 Early termination of a Service Order may result in charges equal to the outstanding balance, the current month charge, and fifty percent (50%) of the remaining term balance. 3.3 Upon termination, Customer must return all Velocity-owned Equipment within thirty (30) days or pay replacement costs.

4. DELIVERY OF SERVICES Velocity shall provide the Services described in each Service Order, subject to network availability, Service feasibility, and technical limitations. Any Special Construction work required to deliver Services shall be subject to separate written agreement and additional charges, as approved by Customer prior to commencement. Velocity may modify, upgrade, or maintain its network or facilities, provided such actions do not materially degrade the agreed Service without prior Customer notice. Services shall be deemed delivered, operational, and accepted by Customer upon installation by Velocity, unless Customer notifies Velocity in writing or via a documented support ticket within two (2) business days of installation, identifying a material Service deficiency.

5. ACCEPTABLE USE AND LEGAL COMPLIANCE Customer shall use the Services solely for lawful purposes. Customer shall not resell, sublicense, or otherwise redistribute the Services without the prior written consent of Velocity. Customer shall not misuse the Services or Equipment and shall ensure that all users at the Premises comply with this Agreement.

6. EQUIPMENT AND INSTALLATION 6.1 Velocity retains ownership of all Equipment unless expressly sold. 6.2 Customer shall not move, modify, or disconnect Equipment without Velocity's written consent. 6.3 Velocity reserves the right to access the Premises, subject to Customer’s reasonable access policies, for the purposes of installation, maintenance, and removal of Equipment. 6.4 Customer is liable for damage, theft, or loss of Velocity Equipment at the Premises.

7. BANDWIDTH AND PERFORMANCE Services are provided on a best-effort basis unless specified otherwise in a Service Level Agreement (SLA). Performance may vary due to external factors.

8. BILLING AND PAYMENT 8.1 Velocity will invoice Customer monthly in advance for recurring charges and in arrears for usage-based charges. 8.2 Payment is due within thirty (30) days; late payments accrue a 10% monthly late fee. 8.3 Customer is responsible for taxes, regulatory fees, and surcharges. 8.4 Velocity may store and automatically charge authorized payment methods on or around the invoice issue date. 8.5 Charges for Special Construction, if applicable, shall be invoiced separately and may require advanced payment prior to commencement of work. 8.6 Customer must notify Velocity in writing of any disputed charges within thirty (30) days of the charge; failure to do so shall constitute a waiver of the right to dispute such charges. 8.7 Billing for Services shall commence on the earlier of (a) the date the Services are delivered and deemed operational per Section 4, or (b) the firm order commit date specified in the applicable Service Order.

9. CREDIT REVIEW AND DEPOSITS Velocity reserves the right to perform credit checks and require deposits before or during Service.

10. SUBNET UTILIZATION Customer must maintain 50% utilization of leased subnets over a rolling 30-day period. Underutilized subnets may be reclaimed after thirty (30) days' notice unless Customer provides valid justification.

11. MAINTENANCE AND SERVICE CALLS 11.1 Scheduled maintenance will typically occur between 10:00 PM and 5:00 AM Pacific, with advance notice where possible. 11.2 Service calls determined to be attributable to Customer-owned equipment, software, or facilities shall be billed to Customer at a rate of $150 per hour. 11.3 Velocity’s support obligations are limited solely to the Services provided under this Agreement and expressly exclude general IT support or troubleshooting of Customer-owned networks, systems, equipment, or devices.

12. VOICE SERVICES AND E911 12.1 Customer must provide Velocity accurate Premises address records for E911. 12.2 Voice Services are provided on a best-effort basis. Power or internet outages may disrupt emergency calls; alternative communication methods are recommended. 12.3 Voice Services are not intended for use with life-safety systems, including but not limited to fire alarm panels, elevator communication systems, and medical alert devices. Velocity makes no representation or warranty that the Services are compatible with or will satisfy the requirements of any authority having jurisdiction (AHJ), inspection agency, or applicable code.

13. NETWORK INTEGRITY AND SECURITY Velocity may limit or restrict network use to preserve network integrity, comply with legal requirements, or prevent Service degradation.

14. INTELLECTUAL PROPERTY All intellectual property associated with Services and Equipment remains Velocity's property. Customer receives no ownership rights or licenses beyond necessary usage.

15. CONFIDENTIALITY AND NON-DISCLOSURE Each Party agrees to treat all non-public, proprietary, or confidential information of the other Party as confidential, using the same degree of care it uses to protect its own confidential information. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law. Obligations under this section shall survive termination.

16. DMCA POLICY Velocity complies with the Digital Millennium Copyright Act (DMCA). Customers must not use Services to infringe on copyrights. Copyright holders may notify Velocity of alleged infringements per Velocity's DMCA Policy available at www.velocitywa.com/dmca. Velocity reserves the right to suspend or terminate Services for repeated infringements.

17. PUBLICITY Velocity may list Customer as a client in marketing materials unless Customer provides written notice to opt out.

18. LIMITATION OF LIABILITY 18.1 Velocity's total liability, regardless of the form of action, shall be limited to the total fees paid by Customer in the six (6) months preceding the claim. 18.2 Neither Party shall be liable for indirect, incidental, or consequential damages.

19. INDEMNIFICATION Customer agrees to indemnify and hold harmless Velocity from claims arising out of Customer's use or misuse of Services, breach of this Agreement, or violation of laws.

20. FORCE MAJEURE Neither Party shall be liable for delays or failures caused by events beyond their reasonable control, including natural disasters, labor disputes, or governmental actions.

21. GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of Washington State, with disputes resolved exclusively in Grays Harbor County courts.

22. SURVIVAL Sections related to payment, confidentiality, intellectual property, indemnity, and limitation of liability shall survive termination.

23. ASSIGNMENT Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all its assets.

24. ENTIRE AGREEMENT; ORDER OF PRECEDENCE This Agreement, along with all incorporated Service Orders and policies, constitutes the entire agreement between the Parties and supersedes prior agreements. Any amendments or modifications to this Agreement must be in writing and signed by both Parties. In the event of conflict between this Agreement and an applicable Service Order, the terms of the Service Order shall prevail.

25. SEVERABILITY If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

26. WAIVER No failure or delay by either Party in exercising any right or remedy shall constitute a waiver thereof.

27. RELATIONSHIP OF THE PARTIES Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

28. COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and scanned copies of executed counterparts shall be deemed valid and binding.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.