This agreement is entered between you ("Customer") and Genisys Network, Inc. (DBA "Genisys-Notwires Internet" or "GNI") regarding your service subscription or purchase ("Services"). Please review these terms and conditions carefully.

1. Provision of Services.
Pursuant to the terms and conditions of this Agreement, Customer agrees to purchase certain services, products and/or equipment from GNI (“Services”) as set forth in the service order form(s) (“Service Order”) and any attachments thereto.

Customer acknowledges and agrees that the Services provided by GNI may include access to third party networks via GNI and that Customer will abide by the reasonable rules and policies for such networks that may be provided from time to time. GNI agrees to announce, as may be required, Customer provided routes to GNI peers or other transit providers that GNI may use from time to time. Customer also acknowledges and agrees that GNI reserves all rights and property interest in the IP addresses that may be assigned to Customer under this Agreement.

2. Use of Services.
A. GNI's Services are to be used solely by Customer. Customer acknowledges that it may not resell or give away GNI service to other users outside the home or any company where the subscribed business does not have a material equity interest unless specifically approved in writing. A violation of this provision is deemed to be a material breach of this Agreement, and in addition to any other remedy that GNI has under this Agreement, GNI may immediately terminate this Agreement.

B. Customer represents, warrants and covenants that it will not transmit, re-transmit, store or otherwise use the Services in violation of any federal, state, local or international laws or regulations (collectively, “Laws”), including but not limited to any Laws relating to copyright, trademark or other intellectual property or proprietary rights, or any Laws relating to U.S. export, and that customer will not post, transmit or re-transmit any unlawful, threatening or abusive material of any kind.

C. In using the Service, Customer agrees to comply with GNI's then-current “Network Abuse Policy” (a copy can be found at userpolicy.html) that prohibits such activities as: (i) gaining or attempting to gain unauthorized access to another account, host or network; (ii) distributing, posting or collecting unsolicited, duplicative messages or entities who do not expressly request such messages (“Spamming”). Customer further agrees that it will take appropriate actions against entities to which it may re-sell the Services if such entities are in violation of the Network Abuse Policy and that Customer will cooperate fully with GNI in any actions takes by GNI to enforce such Network Abuse Policy.

D. Customer shall not improperly restrict or interfere with use of the Services (or of the Internet in general) by GNI or its affiliates, any GNI customer, or any third party. Upon notice from GNI, Customer shall promptly remove any hazard, interference or service obstruction that may be caused by hardware or software not provided by GNI. GNI may, at its option and upon Customer’s request, troubleshoot problems caused by such hardware or software. Such troubleshooting services shall be billed at GNI's rates in effect at the time such services are requested.

E. GNI is fully authorized to disclose any and all information regarding Customer required in order to comply with valid legal processes such as a search warrant, subpoena, court order or other governmental directive or request.

3. Payment.
A. Except as otherwise set forth in this Agreement, rates, charges and other payment (“Charges”) shall be set forth on the applicable Service Order and/or any pricing attachment (“Pricing Attachment”). GNI may, at its option, increase the service charge to reflect actual tariff charges and its underlying provider's costs. Customer may pre-pay Charges for each term set forth on the Service Order, or Customer may pay Charges on a monthly or quarterly basis. For Customers paying monthly and quarterly, Charges shall be invoice monthly, or quarterly respectively, in advance and payment is due upon receipt of such invoice, with Charges for the first month’s Charges and any Non-recurring charges to be paid upon execution of this Agreement or any subsequent Service Order under this Agreement. If GNI reasonably believes that Customer’s credit or payment history is problematic, then GNI reserves the right throughout the term of this Agreement to request adequate assurances of payment and to suspend the Services until such adequate assurances are received.

B. Charges more than thirty (30) days overdue will accrue interest charges at the lesser of 1.5% per month or the highest rate permitted by law plus a $25 per month late fee. GNI may suspend Customer’s Services if payment is not received within thirty (30) days of the payment due date. If Services are suspended due to non-payment, Customer shall pay, in addition to the interest charges, a restoration fee equal to $29. GNI may also require the pre-payment of (3) months of monthly recurring Charges (as set forth in applicable Service Order) for all Services, in order to restore Services.

C. In the event that Customer uses non-GNI equipment or software (as defined in Section 6 herein), then the Services shall be deemed to have begun on the first business day after the data on which the thirty party connection between the Customer’s site that the GNI point-of-presence (“POP”) is activated. In the event that Customer uses CTE (as defined in section 6 herein) provided by GNI, then the Services shall be deemed to have begun on the first business day after the later of (i) the date on which the third party connection between GNI and the Customer’s site and the GNI POP is activated, and (ii) the date GNI sends notice to Customer that CTE specified in the Service Order is available for installation.

D. Term. This Agreement shall be effective as of the date assigned by GNI below and shall remain in full force and effect so long as any Service Order is in effect, unless otherwise terminated in accordance with the terms hereof. Each Service Order shall provide for an initial non-cancelable terms, with renewal periods to be defined therein. At the expiration of the initial period of time Service is to be provided as specified in each Service Order, or of any extension thereof, this Agreement and the particular Service Order shall continue in effect on a month-to-month basis at the then current monthly rate unless terminated by either party upon thirty (30) days prior written notice. Upon any termination of Services, any and all IP address assigned by GNI to Customer (and any end users) shall no longer be available for Customer’s use and GNI shall retain the right to use such IP addresses.

5. Termination.
A. In the event a law prohibits, substantially impairs or makes impractical the provision of the Services under this Agreement, as determined by GNI in its reasonable discretion, GNI may terminate this Agreement without any liability upon thirty (30) days written notice to Customer, unless earlier termination is required by law.

B. GNI may terminate this Agreement, or any Service Order hereunder, upon Customer’s material breach of this Agreement or Service Order, but only after having provided Customer with thirty (30) days’ prior written notice and an opportunity to cure which cure is not materially effected.

C. Customer may terminate this Agreement with respect to any Service Order subject of the material breach by GNI, but only after having provided GNI with thirty (30) days’ prior written notice and an opportunity to cure which cure is not materially effected during such thirty (30) day period.

D. Notwithstanding the foregoing, GNI may, upon notice, terminate this Agreement, or any Service Order hereunder, upon Customer’s breach of Section 2 herein.

E. Customer acknowledges and agrees that neither this Agreement not any Service Order is cancelable in whole or in part. If this Agreement or any Service Order hereunder is terminated pursuant to Paragraph 5B or 5D above, then Customer shall be responsible for all Charges due and owing up to the through the date of termination, plus an early termination charge equal to the number of months remaining on the then current term set forth in the Service Order(s) multiplied by all the month Charges for the Service Order(s) being terminated, plus the difference between any promotional discounts that may have been received and the amount that would have been charges if the shorter term had been entered into initially. Customer acknowledges that the early termination charge is a liquidated damage and not a penalty and that the Charges for Services hereunder would be substantially higher but for this provision.

F. Notwithstanding the foregoing, if Services provided under this Agreement do not perform as described in writing to the customer or on GNI web site, Customer shall have the right to terminate this Agreement, in whole, but not in part, no later than 30 days after the installation date of the Services.  To exercise this right, Customer must give written notice to GNI and allow GNI at least 10 days to remedy deficiency.  If deficiency cannot be remedied, GNI will refund any service fees, and standard installation fees paid by customer, plus equipment fees if equipment is returned to GNI in original condition with all original packing material and documentation.

6. Equipment and Software.
A. Customer Terminating Equipment (“CTE”) shall mean equipment that is owned by GNI but is located on the Customer’s premises. GNI is responsible for the maintenance of the CTE, unless otherwise expressly provided under this Agreement. GNI shall maintain each item of CTE in good condition, normal wear and tear expected. Customer is responsible for ensuring that CTE is kept in a place on Customer’s property that remains clear of obstructions, hazardous materials, or items or materials, which could reasonably be foreseen to damage or affect the performance of the CTE.

B. Customer shall promptly return all CTE to GNI and/or promptly provide GNI with reasonable access to Customer’s facilities in order to recover the CTE, upon termination of this Agreement. GNI shall retain title to CTE. Customer, at its expense, shall protect GNI's title and keep the CTE free from all claims, lens, encumbrances and legal processes and Customer shall notify GNI of any claims, leans, encumbrances or legal processes with respect to the CTE. The CTE is personal property and is not to be regarded as part of the real estate on which if may be situated. If requested by GNI, Customer will, at Customer’s expense, furnish a landlord or mortgagee waiver with respect to the CTE. The CTE shall not be removed from any location without the written consent of GNI. Customer shall, upon GNI request, affix and maintain plates, tags or other identifying labels, showing GNI ownership of the CTE in a prominent position on the CTE. The use of the CTE by Customer shall conform to all applicable laws, insurance policies, and warranties of the manufacturer or supplier of the CTE. GNI shall have the right to inspect the CTE at the premises where the CTE is located. Customer shall not make any addition, alteration, or attachment to the CTE without GNI's prior written consent. Customer shall make no repair, addition, alteration or attachment to the CTE which interferes with the normal operation or maintenance thereof, or might result in the creation of a mechanic’s or materialman’s lien.

C. Except as otherwise set forth in this Agreement, a refundable security deposit (“Security Deposit”) may be set forth on the applicable Service Order and/or any pricing attachment (“Pricing Attachment”). Security Deposit shall mean an amount paid by the Customer and maintained on deposit with GNI for the duration of the term of this Agreement. GNI shall refund the Security Deposit upon the return of all CTE by Customer at the termination of this Agreement. Customer has the option to purchase the equipment and must exercise this option within 24 months. GNI reserves the right to adjust the amount of Security Deposit to be refunded to Customer, or forfeit the Deposit in-lieu or payment option, as deemed reasonable by GNI, based on the condition of CTE at return. Applicable handling and additional charges may apply.

D. GNI shall not be responsible for the installation, operation, or maintenance of equipment (including without limitation, cabling) not provided by GNI as CTE (collectively, “non-GNI equipment or software”). Impairment of Customer’s use of the Services due to non-GNI equipment or software shall not relieve Customer of its payment obligation hereunder. GNI shall not be responsible for any changes in the Services which may cause non-GNI equipment or software to become obsolete, to require modification or alteration, or otherwise affect performance of equipment or software. GNI reserves the right to allow or refuse the make, model and/or software revision of a Customer-provided router or similar equipment to be used as a gateway to the Services, and Customer shall cooperate with GNI in setting up the initial configuration for the Customer-provided router’s interface with the Services.

E. All equipment is sold or otherwise provided to Customer AS IS and WITHOUT WARRANTY of any kind.

7. Installation and Service.
A. Customer shall make all necessary preparations required to permit installation, maintenance and operation of the Services and will provide GNI, and its suppliers of communication services and equipment, reasonable access to Customer’s premises, including free access to all leased telephone lines and roof top, to perform any activities reasonably required under this Agreement. Customer shall have all non-GNI equipment or software available and operable for use with Services or CTE at least five (5) business days prior to the scheduled installation date of the Services or CTE.

B. Additional Fees may be incurred. In the event that special construction, facilities, or additional equipment including but not limited to, longer cable, additional grounding, higher tower or mast, or specialized antennas are required, additional labor will be billed at $120.00/hr. Any additional charges will require customer written or verbal consent prior to installation.

8. Warranties and Remedies.
A. Customer understand that the Internet is not owned, operated, managed by or in any way affiliated with GNI and that all content, services, or are accessible on the Internet are offered, made available, or are accessible solely by third parties who are not affiliated with GNI or its affiliates. Use of the Internet by Customer, Customer’s customers or any other authorized users is solely at the respective user’s own risk and is subject to all applicable Laws. GNI does not warrant that the Services will be uninterrupted or error-free, or that any information, software, or other material that may be accessible via the Service, is free of viruses, disabling code, worms, or any other harmful components.

B. Without limiting anything contained herein, Customer further understands that the Internet contains unedited materials, some of which may be sexually explicit or may be offensive to some people and the Customer’s access to such materials are at Customer’s own risk. GNI has not control over and accepts not responsibility of any kind for such materials.

C. SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. GNI DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SERVICES, ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE INTERNET OR ANY TRANSACTIONS CONDUCTED ON THE INTERNET.

D. WITH THE EXPRESS EXCEPTION OF THE REMEDIES SET FORTH IN SECTIONS 5C AND 9B OR THIS AGREEMENT, IN NO EVENT SHALL GNI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS BE LIABLE FOR ANY REMEDIES OR DAMAGES INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS, INDIRECT, DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ RELIANCE ON OR USE OF CONTENT, SERVICES, OR THAT RESULT FROM OR ARE RELATED TO, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE OF ANY KIND, EVEN IF GNI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

E. Any legal action arising out of this Agreement shall be brought by Customer within a period of one (1) year of the occurrence giving rise to such action or shall be deemed waived.

9. Credits for Service Outages.
A. In the event that Customer experience a problem such that it is temporarily unable to utilize the GNI network and a trouble ticket has been opened as a direct result of such problem (an “Outage”), Customer may be eligible to receive credits per the following terms or mutually agreed Service Level Agreement (SLA) as a separate agreement. In the absence of such SLA, and in accordance with the Section 9, Customer may be eligible to receive a pro-rated credit of amounts pre-paid, if any, in the event that Customer experiences an Outage. Outages during scheduled maintenance periods or caused by equipment, facilities or circumstances outside the reasonable control of GNI are excluded from the definition of Outage.

B. Business level customers shall be eligible to receive the following pro-rated credits of amounts pre-paid in the event of an Outage with the following duration (whether cumulative or contiguous) during any calendar month: (i) Outage of 4 hours = one day’s credit; (ii) Outage of 24 hours = one week’s credit; (iii) Outage of one week = one month’s credit. In order to be eligible to receive such credits, Customer must notify GNI in writing within thirty (30) days of the occurrence of the Outage. To the maximum extent applicable by law or agreed upon SLA, Customer’s sole and exclusive remedy for such Outage shall be to receive the credits(s) described herein.

C. Residential or home office customers shall be eligible to receive the following pro-rated credits of amounts pre-paid in the event of an outage with the following duration (whether cumulative or contiguous) during any calendar month: Credit shall be equal to outage time. In order to be eligible to receive such credits, Customer must notify GNI in writing within thirty (30) days of the occurrence of the Outage. To the maximum extent applicable by law or agreed upon SLA, Customer’s sole and exclusive remedy for such Outage shall be to receive the credits(s) described herein.

10. Permitting & Landlord Approval.
It is the customer's responsibility to obtain any required permits or to gain landlord approval for the placement of the antenna on the Customers building as necessary to enable service. Landlord consents to the installation, maintenance, and removal of the equipment described to service tenant customer. Signature below ONLY applies to above paragraph and not the entire agreement.


____________________________     ________________
Authorized Signature for Landlord        Date

11. Indemnification.
Customer shall defend, indemnify and hold harmless GNI, its affiliates, officers, directors, employees, agents and assigns from and against all claims or actions, threatened claims or actions, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, relating to or arising from: (a) the use of the Services or the Internet in general or the placement or transmission of any message, by Customer or its authorized users; (b) willful misconduct or negligent acts of Customer, its authorized users, agents or contractors in connection with this Agreement; (c) infringement of any patent, trademark, copyright or any other proprietary rights arising from or relating to the use of any equipment, software, or system not provided by GNI; and (d) the violation of any Laws.

12. Confidential Information.
Customer understands and agrees that nothing in this Agreement shall bestow any proprietary or other intellectual property rights of any kind to, or on behalf of, Customer. Customer understands that the terms of this Agreement and/or any Service Order or other attachment constitute confidential and proprietary information and shall not be disclosed to any third party without the prior express written consent of GNI. Customer agrees that it will not, without prior written consent of GNI in each instance refer to the existence of this Agreement in press releases, advertising or materials distributed to prospective customers without prior written consent of GNI, which consent may be withheld in its sole discretion.

13. Transfer and Assignment.
This Agreement shall be binding on the parties hereto and their respective successors and assigns. Neither party may assign or transfer this Agreement, or any part thereof, without prior written consent of the other, which consent shall not be unreasonably withheld, except that GNI may assign its rights and obligation under this Agreement without approval of Customer to an entity that acquires all or substantially all of the assets of GNI or to any subsidiary or affiliate or successor in a merger or acquisition of GNI; provided that in no event shall such assignment relieve GNI of its obligation under this Agreement.

14. Notice.
All notices, request, demands or other communications provided for or permitted or required by this Agreement shall be deemed delivered (a) on the same day if hand delivered, (b) by the next business day if sent by overnight courier or by facsimile, or (c) within three (3) days if sent by United States mail.

15. Miscellaneous.
A. GNI reserves the right to decline to provide Services to any Customer for any reason. Customer gives permission to GNI to check Customer’s credit, and shall provide references upon requested.

B. This Agreement does not establish a license for either party to use the other’s names, logos, trademarks, service marks, brands or any other proprietary rights.

C. A failure by GNI to insist upon strict compliance with any of the terms of this Agreement in any instance shall not be construed as a waiver of such terms in the future. If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties. This Agreement shall be interpreted in accordance with the laws of the State of Illinois, without reference to its principles of conflicts of laws.

D. This Agreement, including any Service Orders (and attachments hereto or thereto) which shall be signed by the parties in the future, constitutes the entire agreement between the parties with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements whether written or oral. In the even that filed and affective tariffs of GNI or its affiliates shall apply to the Services or any portion thereof, then such tariffs shall govern with respect to such Services. In the event of a conflict between this Agreement and any Service Orders, the terms of this Agreement shall prevail. This Agreement cannot be modified except in writing with any handwritten modifications to be of no force and effect unless signed by both parties.

16. Amendment
GNI reserves the right to amend and modify any and all terms of this Agreement including without limitation price, credit terms of service and service guarantees upon 5 day written notice (written notice shall be deemed to include email, postal mail or fax).

Last Modification Date of this Agreement: October 6, 2004