6/16/2008

1. Definitions. "Clarity" means Clarity Wireless Communications, Inc. or its successor companies, which has offices at 200 Pleasant Grove Road, Ithaca, NY 14850 at the time of this signing.

"The Subscriber" refers to an individual, corporation or legal entity who incurs usage charges for Clarity services, for its own use or who incurs such charges on behalf of a third party user.

2. Price.
A. General. The Subscriber shall pay to Clarity the charges associated with the rate plan selected, including without limitation, deposits, setup fees, equipment purchase and/or rentals, service charges, etc., all as set forth on the attached schedule.

B. Usage Based Pricing. Clarity reserves the right to establish incremental service charges for use of Clarity's services exceeding stated thresholds as set forth from time to time on the system info page (www.clarityconnect.com/wireless_terms.html). Said usage-based pricing will be billed in arrears. For example, incremental usage above the threshold for the month of January would be billed on February's invoice. At this time Clarity has not imposed incremental service charges.

C. Changes. This subscriber agreement is subject to change at Clarity’s discretion and will be posted under http://www.clarityconnect.com/wireless_terms.html. Any changes will not take place for 30 days after being posted for your inspection. If you do not agree with the changes Clarity will either give you a written exception to the change or agree to refund the balance of your subscription according to 2(E) below. Though Clarity will attempt to email any significant changes in this document to you, it is your responsibility to check the URL periodically for changes.

D. Payment. With the exception of possible usage based fees, (section 2(B) above) which will be billed in arrears, payment of all charges are due and must be received by Clarity on the first day of the service period selected by the Subscriber.  Service may be suspended at any time if an account is overdue. Failure to suspend an overdue account does not affect Clarity's right to suspend an account in the future for being overdue.
A $3 reconnect fee will be assessed on all disabled accounts. Accounts more than forty-five (45) days overdue will be cancelled and all Clarity owned equipment recovered. Returned checks will be charged a fee of $25.00.

E. Refunds are available for early cancellation of accounts in good standing on quarterly and yearly subscriptions based on the rate the subscriber would have paid for the service if paid monthly. For example, a yearly subscription cancelled after 99 days would be considered 4 single month's of service and would get a refund of the prepaid service less what 4 monthly payments would have been. Keep in mind that you must provide 30 days notice before a cancellation takes effect and request the refund at the time of cancellation. MONTHLY SERVICE IS NOT PRORATED.

If the Subscriber has been found to have violated the terms of this agreement in Clarity's sole judgement (for example, sending out spam), no refund will be provided.

F. Renewalsare automatically billed. The customer will receive an emailed reminder of the renewal charges. A hard copy US Mail or faxed invoice option is $3/invoice. Customer must specify they wish to receive a US Mail or faxed invoice.

G. Dial-up. Clarity will provide the subscriber with a back-up dial-up account in the event the wireless system is unavailable.

3. Term and Termination.
This agreement commences upon activation of service by Clarity and remains in effect for the selected rate plan period and is automatically renewed for the plan’s term (monthly, quarterly, or yearly) until terminated as herein provided. A month is defined as 30 days, a quarter is 3 months, and a year is 12 months.

Subscriber may terminate this agreement upon thirty days advance online notice or other written notice. Refunds on any prepaid recurring charges are available upon request as noted in item (2E) above.

At its discretion, Clarity shall have the right to suspend or terminate this agreement at any time without cause and without prior notice to subscriber.

The Subscriber also agrees that Clarity has the right to delete all data, files or other information that resides or is stored on Clarity’s hardware, if the Subscriber’s account with Clarity is terminated, for any reason, by either Clarity or the Subscriber.

4. Use of Service.
A. Subscriber shall insure that its users shall comply with the terms and conditions of this agreement.

B. Subscriber and its users shall not use or permit its end users to use the services in ways that violate laws, infringe the rights of others, interfere with users of our service or other service networks. Subscriber is responsible for the knowledge of and adherence to any and all laws, statutes and regulations pertaining to or in any way connected with the services provided by Clarity and all use of any information, data, material or service in violation of any such law, etc., is strictly prohibited.

C. By posting information in or otherwise using any communications service, chat room, message board, news group, software library, or other interactive service that may be available to you on or through this site, you agree that you will not upload, post, or otherwise distribute or facilitate distribution of any content (including text, communications, software, images, sounds, data, or other information) that:

i. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates Clarity’s rules or policies;

ii. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; 3. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

iii. Constitutes unauthorized or unsolicited advertising, junk or bulk e—mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

iv. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or other information of any third party; or

v. Impersonates any person or entity, including any employee or representative of Clarity. You further agree that you will not knowingly solicit or collect personal information from a minor without appropriate prior verifiable parental consent.

Clarity generally does not prescreen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, news groups, software libraries, or other interactive services that may be available on or through this site. However, Clarity and its agents have the right at their discretion to remove any content that, in Clarity’s sole judgment, does not comply with these rules or is otherwise harmful, objectionable, or inaccurate. Clarity is not responsible for any failure or delay in removing such content.

D. Subscribers rights herein granted, cannot be transferred, assigned, shared, sold, or used by anyone other than the Subscriber. No more than one connection to the services provided by Clarity, can be used at any time by the Subscriber on any system account.

E. Subscriber and/or users shall not establish Internet servers of any kind, including without limitation, Web, EMail, games, FTP, or the like, without prior written authorization and pricing agreement from Clarity.

5. Installation.
Subscriber and User shall indemnify and hold harmless, Clarity, its agents and employees from and against any loss, cost, claim, liability, damage, or expense relating to or arising from installation of software on customers machine or installation of other equipment necessary for service including antennae’s and cabling, without limitation, whether arising from negligence or not.

6. Usage.
Clarity reserves the right to establish and enforce usage limits limiting the speed of uploads and downloads of any kind and in all protocols, including without limitation, file downloads (FTP's), Web browsing, etc., from time to time, for all residential wireless accounts.

7. Mesh network.
Clarity utilizes Mesh networks to provide reliability and fault-tolerance to wireless Subscribers. Wireless Mesh networks utilize existing customer locations to relay signals. Clarity reseves the right to utilize existing Wireless customer locations utilizing Clarity Mesh equipment as retransmission locations without the consent of the Subscriber.

8. Service Calls.
Subscriber is responsible for the entire cost of service calls including labor, materials and equipment for all failures which are not the fault of Clarity including without limitation, acts of God, weather phenomena, failure of Subscriber’s equipment, etc., including service calls to reinstall software.

9. Disputes.
In the event Clarity is required to engage the services of an attorney because of a breach by the Subscriber of any of the terms herein contained or arising out of the Subscriber’s use of the services provided by Clarity in any other manner, the Subscriber agrees to pay all of Clarity’s reasonable attorneys fees and court costs. Upon breach of this Contract, all of subscribers’ rights and privileges shall be immediately terminated and upon any such termination for breach of the provisions of this Contract, or the breach of any applicable law or statute governing the use of the services provided, all Subscriber fees shall be forfeited as liquidated damages to Clarity.

10. Content.
Clarity shall have the sole right to decide what information (Web Page content, etc.) can or cannot be uploaded onto, or reside upon, Clarity’s system and Clarity has the right to delete all such information data, or files that it decides cannot reside on Clarity’s hardware.

11. Indemnification.
Subscriber and User shall indemnify and hold harmless, Clarity, its agents and employees from and against any loss, cost, claim, liability, damage, or expense (including reasonable attorneys’ fees) to third parties, relating to or arising from the use of the service by Subscriber, User, or any of their personnel, whether or not Subscriber or User has knowledge of or has authorized such access or use, including, without limitation, claims for libel, slander, an invasion of privacy, infringement of copyright, patent infringement (where Subscriber or User has used, connected, or combined the service with the products or services of others), negligence, breech of security, or tortuous behavior. Subscriber agrees to indemnify Clarity along with any parties from whom Clarity obtains network services, and to hold them harmless from any claims resulting from the use of the service by Subscriber or its users that damage another party or that violates the law.

12. Disclaimers of Warranties.
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, EQUIPMENT, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH CLARITY (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. CLARITY AND ITS LICENSORS, AGENTS AND EMPLOYEES DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR SECURE. THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SYSTEM IS SOLELY AT YOUR RISK.

13. Limitation of Liability.
CLARITY SHALL NOT BE LIABLE FOR INTERRUPTIONS CAUSED BY FAILURE OF EQUIPMENT OR SERVICES, FAILURE OF COMMUNICATIONS, POWER OUTAGES, OR OTHER INTERRUPTION, NOR SHALL CLARITY BE LIABLE FOR PERFORMANCE DEFICIENCIES CAUSED OR CREATED BY SUBSCRIBER’S OR ITS USERS’ EQUIPMENT. SUBSCRIBER AND USER HEREBY RELEASE CLARITY FROM LIABILITY ARISING FROM ANY CONTENT ACCESSED VIA THE SERVICE. CLARITY SHALL NOT BE LIABLE IF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF SUBSCRIBER’S OR ITS USERS’ EQUIPMENT, RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE. IN NO EVENT SHALL CLARITY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF USE, ETC.

[THE LIABILITY OF CLARITY FOR ACTUAL PROVEN DAMAGES FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FAILURE OF OR DISRUPTION OF SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO AN AMOUNT EQUIVALENT TO CHARGES PAYABLE BY SUBSCRIBER UNDER THIS AGREEMENT FOR THE SERVICE DURING THE PERIOD SUCH DAMAGES OCCUR.

CLARITY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, CONCERNING THE SERVICE, AND EXPRESSLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, THE WARRANTY OF MERCHANTABILITY AND ANY OTHER WARRANTY IMPLIED BY LAW.

14. Contract amendments.
Clarity reserves the right to amend this contract from time to time, in its sole discretion, and any such amendments shall become effective upon promulgations on it’s web site, subject to the terms of this agreement.

15. The Subscriber certifies that he or she is at least 18 years of age or that a parent or guardian has given their express consent. The parent or guardian acknowledges responsibility for the minor’s actions.

16. Entire Contract.
This Contract represents the complete understanding between the parties as to the subject matter hereof, and supersedes all prior written or oral negotiations, representations, guaranties, warranties, promises, orders, statements or agreements between the parties or any statement or representation made or furnished by any other person representing or purporting to represent either party. If any clause in the contract is voided or found to be unenforceable, the rest of the contract remains in force.