STANDARD TERMS AND CONDITIONS
FOR COMMUNICATIONS SERVICES
("STANDARD TERMS AND CONDITIONS")

1. GENERAL
1.1 Applicability. These Standard Terms and Conditions contain general provisions that apply to all Enterprise PCS wireline, professional and wireless business Services that Customer purchases. "Agreement" means the Communication Services Agreement, a written contract signed by Customer for the purchase of Enterprise PCS Services, including all attachments, these Standard Terms and Conditions, documents incorporated by reference, and related Order(s). Other capitalized terms are defined in this document or in the applicable Services-specific Terms.

1.2 Standard Terms and Conditions Website. Enterprise PCS reserves the right to modify these Standard Terms and Conditions by posting the revised terms on Enterprise PCS's Standard Terms and Conditions Website (in the Customer Service section at http://www.enterprisepcs.com) at least thirty (30) days prior to the effective date for the revision. Customer agrees to review the Standard Terms and Conditions Website at least once every thirty (30) days to confirm that Customer is current with respect to the Enterprise PCS Standard Terms and Conditions. Customer's continued use of Enterprise PCS's Services constitutes Customer's acceptance of the revised Standard Terms and Conditions as of their effective date.

1.3 Conflicts Provision. If a conflict exists among provisions within the Agreement, specific terms will control over general provisions, and negotiated, added or attached terms, conditions or pricing will control over standardized, posted or non-negotiated terms, conditions and pricing, to the extent permitted by law.

2. CHARGES
2.1 Orders
A. Issuance and Acceptance. Only persons authorized by Customer will issue Orders under the Agreement. Enterprise PCS may accept an Order by (1) signing and returning a copy of the Order to Customer; (2) delivering any of the Services or Services ordered; (3) informing Customer of the commencement of performance; or (4) returning an acknowledgment of the Order to Customer.

B. Cancellation or Rejection. Customer may cancel an Order at any time before Enterprise PCS ships the Order or begins performance, but Customer must pay any actual costs incurred by Enterprise PCS due to Customer's cancellation. Enterprise PCS may reject or cancel an Order for any reason, including Customer's payment history with Enterprise PCS, failure to meet Enterprise PCS's ongoing credit approval, or limited availability of the Services or Service ordered. Enterprise PCS will notify Customer of rejected or canceled Orders.

C. Customer Purchase Orders. Customer purchase orders are binding only upon acceptance in writing by Enterprise PCS. Except in the case of a Special Customer Arrangement Form, the terms and conditions in any Customer-issued purchase order accepted by Enterprise PCS will have no force or effect other than to denote quantity, the Services or Services purchased, delivery destinations, requested delivery dates and any other information required by the Agreement.

2.2 Rates. The rates identified in the pricing attachments will remain fixed for the Term (unless stated otherwise in the applicable attachment). Rates and charges not fixed in the Agreement will be based on then-current price schedules or price lists at the time of purchase. If pricing in the Agreement is stated only as a percentage discount off of a schedule or tariff rate or list price, the percentage discount is fixed for the Term, but Enterprise PCS may modify the underlying rate or list price to which the percentage discount is applied as allowed by law and on no less than thirty day's notice.

2.3 Taxes and Fees Not Included. The rates and charges for Enterprise PCS's Services do not include taxes or regulatory fees. Customer agrees to pay all taxes and fees related to Enterprise PCS's Services, including but not limited to sales, use, gross receipts, excise, property, transaction, or other local, state or national taxes or charges imposed on, or based upon, the provision, sale or use of Enterprise PCS's Services. In addition, Customer agrees to pay any and all additional regulatory fees, administrative charges, and charges or surcharges that Enterprise PCS incurs in complying with governmental programs related to Enterprise PCS's Services, including but not limited to state and federal universal service, telephone relay service, number administration, number portability, regulatory fees, and compensation to payphone providers. The amount of the fees and charges imposed may vary. Enterprise PCS may impose additional charges or surcharges to recover amounts Enterprise PCS is charged for terminating or originating a call to other wireless carriers such as international mobile termination charges, and to recover increased access costs imposed on Enterprise PCS as a result of Customer's specific traffic patterns, network configuration or routing protocol. Customer will not be responsible for payment of Enterprise PCS's direct income taxes and employment taxes, or any other tax to the extent that Customer demonstrates a legitimate exemption under applicable law.

3. BILLING AND PAYMENT
3.1 Invoicing Enterprise PCS may begin invoicing Customer in full for non-recurring and recurring charges on the later of: (1) the date the Services or Services are installed and made available; or (2) the first day of the first bill cycle after the Effective Date. If Enterprise PCS cannot install or make available the Services or Service by the delivery date specified in the Order due to a Customer-caused delay, Enterprise PCS may bill Customer as of the delivery date specified in the Order or, if no date is specified, any time 30 days or more after the Effective Date. In general, for recurring Services, Enterprise PCS bills fixed Service charges in advance and usage based charges in arrears.

3.2 Payment Terms. Payment terms are net 30 days from the date of the invoice. If Customer fails to make such payment within 5 days after the due date, Enterprise PCS reserves the right to charge a late fee not to exceed $100 unless prohibited by law. In addition, Customer agrees to pay interest on overdue invoices in an amount equal to the lesser of: (i) 1.5% per month, or (ii) the maximum rate allowed by law. Customer may not offset credits owed to Customer on one account against payments due on the same or another account without Enterprise PCS's written consent. Enterprise PCS's acceptance of late or partial payments is not a waiver of its right to collect the full amount due. Customer's payment obligations include late charges and third party collection costs incurred by Enterprise PCS, including, but not limited to, reasonable attorneys' fees, if Customer fails to cure its breach of these payment terms.
3.3 Disputed Charges. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer (A) makes timely payment of all undisputed charges; and (B) within 30 days of the due date, provides Enterprise PCS with a written explanation of Customer's reasons for disputing the charge. Customer must cooperate with Enterprise PCS to resolve promptly any disputed charge. If Enterprise PCS determines, in good faith, that the disputed charge is valid, Enterprise PCS will notify Customer and, within 5 business days of receiving notice, Customer must pay the charge or invoke the dispute resolution process in the Agreement. If Enterprise PCS determines, in good faith, that the disputed charge is invalid, Enterprise PCS will credit Customer for the invalid charge.

3.4 Repayment of Credits or Waived Charges. If Enterprise PCS terminates a Service or the Agreement due to Customer's material breach, or Customer terminates a Service or the Agreement before the end of any applicable Order Term or minimum service term (unless due to Enterprise PCS's material breach), Customer will repay Enterprise PCS a pro rata portion of any credits issued or charges waived, based upon the number of months remaining in the Order Term or minimum service term at the time of termination. This provision does not apply to service level credits issued for Service outages.

4. CREDIT APPROVAL. Enterprise PCS's provision of Services is subject to Enterprise PCS's credit approval of Customer. Additionally, if during the Term Customer's financial circumstance or payment history becomes reasonably unacceptable to Enterprise PCS, than Enterprise PCS may require adequate assurance of future payment as a condition of continuing Service.

5. WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, Enterprise PCS'S SERVICES AND SERVICES ARE PROVIDED "AS IS." Enterprise PCS DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES RELATED TO EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE.

6. EQUIPMENT AND SOFTWARE
6.1 Third-Party Equipment or Software. Customer is responsible for any items provided by Customer (including but not limited to equipment or software) that may operate with Enterprise PCS's Services. Upon notice from Enterprise PCS of an impairment related to Customer's equipment or software, Customer promptly will cure the problem and the fees for Enterprise PCS's Services will remain in effect. If the impairment interferes with the use of Enterprise PCS's network by Enterprise PCS or third parties, Enterprise PCS, in its reasonable discretion, may suspend or disconnect the affected Services without advance notice to Customer, although Enterprise PCS will provide advance notice where practical. At Customer's request, Enterprise PCS will troubleshoot the impairment at Enterprise PCS's then-current time and materials rates. Enterprise PCS is not liable if a commercially reasonable change in Services or Services results in equipment or software not provided by Enterprise PCS becoming become obsolete, requiring alteration, or performing at lower levels.

6.2 Software License A. Licensing Requirements. Where software is provided with Enterprise PCS's Services, Customer is granted a non-exclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use Enterprise PCS's Services in accordance with the applicable licensing requirements. Copies of the software licensing terms from Enterprise PCS's software vendors will be provided to Customer through click or shrinkwrap agreements, or by Enterprise PCS upon Customer's request. Enterprise PCS may suspend, block or terminate Customer's use of any software if Customer fails to comply with any applicable licensing requirement.

B. Prohibitions. Customer is not granted any right to use any software on behalf of third parties or for time share or service bureau activities. No rights are granted to source code and Customer agrees not to reverse engineer, decompile, modify or enhance any software.

6.3 Title to Software or Equipment. Enterprise PCS or its suppliers retain title and property rights to Enterprise PCS-provided software and equipment (excluding Services sold to Customer under this Agreement). Upon termination or expiration of the Agreement or the applicable Service, any applicable software license will terminate and Customer will surrender and immediately return the Enterprise PCS-provided equipment and software to Enterprise PCS.

7. USE OF NAME, SERVICE MARKS, TRADEMARKS. Neither party will use the name, service marks, trademarks, or carrier identification code of the other party or any of its Affiliates for any purpose without the other party's prior written consent.

8. CUSTOMER RESPONSIBILITIES
8.1 Access; Installation and Maintenance. Customer will reasonably cooperate with Enterprise PCS or its agents to facilitate access to Customer's premises for the installation, operation, maintenance, repair, replacement and removal of Enterprise PCS's Services. Customer is responsible for damage to Enterprise PCS-owned Services located on Customer premises, excluding reasonable wear and tear or damage caused by Enterprise PCS.

8.2 Use of Services
A. Abuse and Fraud. Customer will not use Services or Services: (1) for fraudulent, unlawful or destructive purposes, including, but not limited to, unauthorized or attempted unauthorized access to, or alteration, abuse or destruction of, information; or (2) in any manner that causes interference with Enterprise PCS's or another's use of the Enterprise PCS network. Customer will cooperate promptly with Enterprise PCS to prevent third parties from gaining unauthorized access to the Services via Customer's facilities.

B. Resale. Unless required by law, Customer may not resell or lease Enterprise PCS's Services without Enterprise PCS's prior written consent and a signed wholesale agreement.

C. Traffic Pumping/Access Stimulation. If Customer's traffic patterns, routing protocols or network configuration generate disproportionate web or network access costs, Enterprise PCS reserves the right, upon notice to Customer, to immediately suspend or terminate Services to Customer and Customer will be liable for charges incurred prior to termination, including any additional access costs.

9. LIMITATIONS OF LIABILITY
9.1 Direct Damages. Enterprise PCS's maximum liability for damages caused by its failure(s) to perform its obligations under the Agreement is limited to: (A) direct damages for claims arising out of personal injury or death, or damage to real or personal property, caused by Enterprise PCS's negligence or willful misconduct; or (B) direct damages for all other claims arising out of the Agreement, not to exceed the greater of: (i) the aggregate amount of Customer's total net payments to Enterprise PCS for the affected Services during the twelve (12) months prior to the event giving rise to the claim, or (ii) ten thousand dollars.

9.2 Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.

9.3 Unauthorized Access/Hacking. Enterprise PCS is not responsible for unauthorized third party access to, or alteration, theft or destruction of, Customer's data, programs or other information through accident, wrongful means or any other cause while such information is stored on or transmitted across Enterprise PCS network transmission facilities or Customer premise equipment.

9.4 Content. Enterprise PCS is not responsible or liable for the content of any information transmitted, accessed or received by Customer through Enterprise PCS's provision of the Services, excluding content originating from Enterprise PCS.

10. INDEMNIFICATION
10.1 Mutual Indemnification for Personal Injury, Death or Damage to Personal Property. Each party will indemnify and defend the other party, its directors, officers, employees, agents and their successors against all third party claims for damages, losses, liabilities or expenses, including reasonable attorneys' fees, arising directly from the performance of the Agreement and relating to personal injury, death, or damage to tangible personal property that is alleged to have resulted, in whole or in part, from the negligence or willful misconduct of the indemnifying party or its subcontractors, directors, officers, employees or authorized agents.

10.2 Customer Indemnification. Customer will indemnify and defend Enterprise PCS, Enterprise PCS's directors, officers, employees, agents and their successors, against all third party claims for damages, losses, liabilities or expenses, including reasonable attorneys' fees, arising out of:
A.
Customer's failure to obtain permits, licenses, or consents that Customer is required to obtain to enable Enterprise PCS to provide the Services or Services (e.g., landlord permissions or local construction licenses). This provision does not include permits, licenses, or consents related to Enterprise PCS's general qualification to conduct business;
B.
Customer's transmission of, or transmissions by those authorized by Customer to use the Services of, information, data or messages over the Enterprise PCS network, including, but not limited to, claims: (A) for libel, slander, invasion of privacy, infringement of copyright, and invasion or alteration of private records or data; (B) for infringement of patents arising from the use of equipment, hardware or software not provided by Enterprise PCS; or (C) based on transmission and uploading of information that contains viruses, worms, or other destructive media or other unlawful content;
C.
Customer's breach of the licensing requirements in the Software License section;
D.
Customer's failure to comply with any provision of the Use of Services section; or
E.
Enterprise PCS's failure to pay any tax based on Customer's claim of a legitimate exemption under applicable law.

10.3 Enterprise PCS Indemnification. Enterprise PCS will indemnify and defend Customer, Customer's directors, officers, employees, agents and their successors against third party claims enforceable in the United States alleging that Services as provided infringe any third party United States patent or copyright or contain misappropriated third party trade secrets. Enterprise PCS's obligations under this section will not apply to the extent that the infringement or violation is caused by (i) functional or other specifications that were provided or requested by Customer, or (ii) Customer's continued use of infringing Services after Enterprise PCS provides reasonable notice to Customer of the infringement. For any third party claim that Enterprise PCS receives, or to minimize the potential for a claim, Enterprise PCS may, at its option and expense, either:
A. procure the right for Customer to continue using the Services;
B. replace or modify the Services with comparable Services; or
C. terminate the Services.

10.4 Rights of Indemnified Party. To be indemnified, the party seeking indemnification must (i) give the other party timely written notice of the claim (unless the other party already has notice of the claim), (ii) give the indemnifying party full and complete authority, information and assistance for the claim's defense and settlement, and (iii) not, by any act, admission or acknowledgement, materially prejudice the indemnifying party's ability to satisfactorily defend or settle the claim. The indemnifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own counsel. The indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim's settlement or defense.

10.5 Exclusive Remedies. The provisions of this Indemnification section state the entire liability and obligations of the indemnifying party and any of its Affiliates or licensors, and the exclusive remedy of the indemnified party, with respect to any of the claims identified in this section.

11. TERMINATION
11.1 Enterprise PCS Right to Suspend or Terminate
A. Enterprise PCS may suspend or terminate Services or the Agreement immediately upon written notice to Customer if:
(1) Customer fails to cure its default of the payment terms of the Agreement within ten (10) days after written notice of such failure to pay;
(2) Customer fails to cure any other material breach of the Agreement within thirty (30) days after receiving Enterprise PCS's written notice;
(3) Customer provides false or deceptive information or engages in fraudulent or harassing activities when ordering, using or paying for Services; or
(4) Customer fails to comply with applicable law or regulation and Customer's noncompliance prevents Enterprise PCS's performance under the Agreement.
B. If Enterprise PCS terminates the Agreement under this Enterprise PCS Right to Suspend or Terminate section, Customer will be liable for Services provided up to the date of termination, whether or not invoiced by the termination date, as well as any applicable early termination or shortfall liabilities.

11.2 Customer Right to Terminate
A. Material Failure.
Customer may terminate a Services or Service without early termination liability upon Enterprise PCS's receipt of Customer's written notice to terminate after the cure period if:
(1) Enterprise PCS materially fails to provide the Service as required by the Agreement,
(2) Customer provides Enterprise PCS with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice,
(3) Enterprise PCS fails to cure the material failure within the 30-day cure period, and
(4) Customer provides Enterprise PCS with written notice of Enterprise PCS's failure to cure and Customer's election to terminate the affected Services or Service. Enterprise PCS's material failure does not include a failure caused by Customer or a Force Majeure Event.
B. Termination for Convenience. Customer may terminate the Agreement during the Term by providing 30 days' written notice to Enterprise PCS. In the case of such Termination for Convenience, Customer will be liable for early termination fees as set forth in the Agreement.

11.3 Order Terms for Wireline Services
A. Calculation of Early Order Term Termination Liability. Certain wireline Services may be priced based on a minimum term, which may be identified as an " Order Term ," " Access Term Plan ," or similar language, as listed in the applicable pricing attachment. If Customer terminates an Order in whole or in part, before expiration of the Order Term (unless due to Enterprise PCS's material failure), or if Enterprise PCS terminates an Order under a termination right provided to Enterprise PCS under the Agreement, then Customer will pay the following early termination charges, which represent Enterprise PCS's reasonable liquidated damages and not a penalty:
(1) Access Orders. A lump sum equal to (a) the applicable monthly charges for any DS3 or greater dedicated access or any level of Ethernet access, multiplied by the number of months remaining in the Order Term, plus (b) a pro rata amount of any waived installation charges, based on the number of months remaining in the applicable minimum Order Term;
(2) General Liability. A lump sum equal to (a) the applicable monthly charges for the Service multiplied by the number of months remaining in the first year of the initial term, plus (b) 50% of the applicable monthly charges multiplied by the number of months remaining in the initial term after the first year, plus (c) a pro rata amount of any waived installation charges, based on the number of months remaining in the applicable minimum Order Term, less (d) amounts paid, if any, for early termination of either Ethernet or DS3 or greater bandwidth access under subsection (1) above; and
(3) Third Party Liability. Any liabilities imposed on Enterprise PCS by third parties, such as a Local Exchange Carrier ("LEC") or PTT, as a result of Customer's early termination.

B. Waiver of Order Term Liabilities. Upon prior approval of Enterprise PCS, Customer will not be liable for the early termination charges in the Calculation of Early Order Term Termination Liability section above, if Customer orders another Service of the same or greater monthly price with an Order Term no less than the remaining months in the initial Order Term (or one year, whichever is greater) at the same time Customer provides Enterprise PCS with the termination notice. Such approval will be in Enterprise PCS's reasonable discretion and based upon financial and other business considerations.

11.4 Disconnect Notice
A. Notice Requirement. For Domestic Services, Enterprise PCS will have up to 30 days to complete disconnection. For non-Domestic Services, Enterprise PCS may require a longer period to complete disconnection, and Customer will be responsible for charges through the last to occur of the 60th day after Enterprise PCS received the disconnect notice, or the date Customer stops using the Services.

B. Forms Required. For written notice of a total site disconnect to be effective, Customer must provide information necessary for Enterprise PCS to complete the disconnect through Enterprise PCS's online form as provided on the Enterprise PCS website. Failure to provide required disconnect information may result in Enterprise PCS's revocation of connecting facility assignments from Enterprise PCS to the LEC and Customer will be liable for any resulting charges imposed on Enterprise PCS by the LEC.

12. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to perform under the Agreement due to acts, events or causes beyond the reasonable control of the responsible party (a " Force Majeure Event " ). Force Majeure Events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; inability to obtain parts or equipment from third party suppliers; cable cuts by third parties, a LEC's activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; court orders and governmental decrees.

13. DEFINITIONS
13.1 " Affiliate " is a legal entity that directly or indirectly controls, is controlled by, or is under common control with the party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other similar voting rights.

13.2 " Commencement Date " is the first day of the first bill cycle in which Enterprise PCS bills monthly recurring charges or usage charges. Unless defined otherwise in the Agreement, the Term of this Agreement shall begin on the Commencement Date.

13.3 " Domestic " means the 48 contiguous states of the United States and the District of Columbia, unless otherwise defined for a particular Services or Service in the applicable Tariffs, Schedules, or Services specific Terms.

13.4 " Effective Date " is the date the last party signs the Agreement.

13.5 " Order " or " Purchase Order " means a written, electronic or verbal order, or purchase order, submitted or confirmed by Customer and accepted by Enterprise PCS, which identifies specific Services, and the quantity ordered. Verbal Orders are deemed confirmed upon Customer's written acknowledgement, or use, of Services or Services. "Order Term" is the term designated for an individual Order.

13.6 " Services(s) " includes equipment, hardware, software, cabling or other materials sold or leased to Customer by or through Enterprise PCS as a separate item from, or bundled with, a Service.

13.7 " Services-specific Terms " refers to separate descriptions, terms and conditions for certain non-regulated Services. Services-specific Terms are incorporated into the Agreement as of the Effective Date. Services-specific Terms are not otherwise subject to change during the Term.

13.8 " Schedule(s) " are the terms and conditions governing Enterprise PCS's provision of certain intrastate, interstate and international interexchange Services. Schedules are subject to change during the Term under the rules and authority of the Federal Communications Commission ("FCC"). Schedules are posted on Enterprise PCS's Standard Terms and Conditions Website.

14. MISCELLANEOUS
14.1 Compliance with Law. Each party agrees that it will comply with all applicable laws in performance of its obligations under the Agreement.

14.2 Independent Contractor. Enterprise PCS provides Services to Customer as an independent contractor. The Agreement does not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or Affiliates.

14.3 No Waiver of Rights. The failure to exercise any right under the Agreement does not constitute a waiver of the party's right to exercise that right or any other right in the future.

14.4 No Third Party Beneficiaries. The Agreement's benefits do not extend to any third party.

14.5 Governing Law. The Agreement will be governed by the laws of the state of Washington, without regard to its choice of law principles.

14.6 Dispute Resolution.
A. Jury Trial Waiver. The parties mutually, expressly, irrevocably and unconditionally waive trial by jury and any right to proceed as lead plaintiff, class representative, or other representative capacity for any class action proceedings arising out of or relating to the Agreement or an Order. This subsection survives the termination of the Agreement.

B. Arbitration. If the parties mutually agree, any dispute arising out of or relating to the Agreement may be finally settled by arbitration. However, if the jury trial waiver is held to be unenforceable by a court, then arbitration is mandatory. Any arbitration must be held in accordance with the rules of the CPR Institute for Dispute Resolution and governed by the United States Arbitration Act, 9 U.S.C. Sec. 1, et seq. All arbitration proceedings for disputes relating to Domestic Services will be held in the Seattle, WA metropolitan area. If the dispute relates to Enterprise PCS's provision of non Domestic Services or Services, all arbitration proceedings will be conducted in the English language pursuant to the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The place of arbitration for disputes related to non-Domestic Services or Services is Seattle, WA, USA. No arbitration proceeding will include class action arbitration.

14.7 Assignment. Customer may not assign any rights or obligations under the Agreement or any Order without Enterprise PCS's prior written consent, except that Customer may assign the Agreement, after 30 days' prior written notice, to an Affiliate or an entity that has purchased all or substantially all of Customer's assets.

14.8 Amendments/Alterations. The Agreement may only be amended in a writing signed by both parties' authorized representatives. Alterations to the Agreement are not valid unless accepted in writing by both parties.

14.9 Notice. Notices required under the Agreement must be submitted in writing to the party's address for notice listed in the Agreement or an Order and, in the case of a dispute notices must also be sent by a nationally recognized overnight courier service to:

Enterprise PCS Communications, Inc.
Attn:   Marketing & Sales
          11400 SE 8th Street
          Bellevue, WA 98029

14.10 Severability. If any provision of the Agreement is found to be unenforceable, the Agreement's unaffected provisions will remain in effect and the parties will negotiate a mutually acceptable replacement provision consistent with the parties' original intent.

14.11 URLs and Successor URLs. References to Uniform Resource Locators (URLs) in the Agreement include any successor URLs designated by Enterprise PCS.

14.12 Survivability. The terms and conditions of the Agreement regarding indemnification, warranties, payment, dispute resolution and all others that by their sense and context are intended to survive the expiration of the Agreement will survive.

14.13 Entire Agreement. The Agreement, including all referenced attachments, documents, annexes, Schedules, Tariffs, exhibits, and related Orders, constitutes the entire agreement and understanding between the parties and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, relating to its subject matter.

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