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one cleveland SUBSCRIBER SERVICES AGREEMENT This Subscriber Services Agreement (the "Agreement") is dated , 2005 (the "Effective Date") by and between OneCleveland, an Ohio non-profit corporation with offices located at 737 Bolivar Road, Suite 2800, Cleveland Ohio 44115 ("OneCleveland") and ("Subscriber"). Subscriber's offices are located at Ohio, Recitals A. OneCleveland supports the development of greater Cleveland's educational, cultural, research and healthcare institutions, government-related agencies and other non-profit organizations by providing high-speed data communications and facilitating the development of broader high- speed wired and wireless data communication network services. B. Subscriber seeks computer network communication services from OneCleveland. C. This Agreement creates the general framework for additional addenda betwPen OneCleveland and Subscriber. It sets forth the general terms and conditions that shall govern all such Addenda. Agreement Now, therefore, in consideration of the mutual covenants of this Agreement, the Parties agree as follows: 1. DEFINITIONS. 1.1. E4cceptable Use Policy means the policies as described in Addendum A. 1.2. Addendum or Addenda rrieans any and all addenda executed by both parties attached to, and made a part of, this Agreement which set out terms and conditions pursuant to which Services will be purchased by Subscriber from OneCleveland. 1.3. Deffiarcation Point means the connection point on the Subscriber's premises where the Subscriber's network is connected to the OneCleveland Network and, if different for a particular service, will be specified on the Addendum relating to that service. 1.4. Equipment means the OneCleveland equipment installed on the Subscriber's site as updated from time to time which is required for an operational connection to the OneCleveland network. 1.5. Fiscal Year means a one-year period of time beginning on the start of January ls` and extending through the end of that same calendar year until December 31 Sc 1.6. Force Majeure means a condition beyond the reasonable control of a party that delays or prevents performance of the Agreement. Force Majeure includes, without limitation: fire, flood, lightening, explosion, war, act of terrorism, strike, riots, embargo, labor dispute, government requirement, civil or military authority, act of God or nature, acts or failure to act of any governmental authority. 1.7. Network Outage means an unplanned period of time during which (i) Subscriber is unable to connect to all other destinations from Subscriber's location at the guaranteed minimum bandwidth, due to a problem or failure of the OneCleveland Network and (ii) Subscriber's sustained packet loss on the OneCleveland Network is greater than seven percent (7%). SSA20051021 Page 1 of 14