Terms and Conditions

These General Terms and Conditions for Delivery of Service (“Agreement”) are between G12 Communications LLC (“G12 Communications”) and the individual or entity identified as the customer (sometimes referred to as “Customer”) in the Service Order Form executed by G12 and Customer, each individually referred to as a “Party” and collectively referred to as the “Parties”.  This Agreement sets forth general terms and conditions under which Customer is purchasing G12 Communications services pursuant to the Service Order Form.  This Agreement consists of (i) the Service Order Form(s) and any forms or authorizations attached thereto and/or incorporated therein by reference and these General Terms and Conditions.  The Parties agree to be bound by this Agreement, and affirm that each have caused this Agreement to be executed by their respective duly authorized representatives on the dates written below their names.

1.        Services and Definitions.  G12 Communications Broadband Phone Service is an enhanced voice communications service which uses a data network (like the Internet) to transport voice communications that have been converted into data packets.  For purpose of this Agreement the term “Service” shall mean G12 Communications Broadband Phone Service including all Software, Equipment, and other features, products and services provided by G12 Communications under the pricing plan(s) selected by the Customer in the applicable Service Order Form(s).   G12 Communications will provide the Services referenced on the Service Order Form(s) in accordance with the terms of this Agreement.  G12 Communications reserves the right, at its sole discretion, to decline orders and require Customer to post appropriate advanced deposits for new and existing Services.  G12 Communications may reject any order that diverges in any respect from the Agreement or if G12 Communications is technically unable to provide the Service as ordered.

2.        Obligations of the Customer.  The Customer agrees to provide all information, access, and support for timely installation and proper use of the Service and to comply with all of the terms and conditions of this Agreement.  The Customer also agrees that Customer’s use of the Service will at all times consistent with the terms outlined in the G12 Communications’ AUP and  will not be used in an unlawful manner, and will be used in such a manner as to prevent damage to G12 Communications network and equipment.

3.        Customer Representations.  The Customer warrants that their primary residence or business address is in the United States.  The Customer represents and warrants that they are at least eighteen (18) years of age and that Customer possesses the legal right and ability to enter into this Agreement.  The Customer represents and warrants that the Customer name, contact information and registered location are true and correct and if for business use, the Customer is authorized to act on behalf of such business.  Customer acknowledges and agrees that G12 Communications relies on the information supplied by Customer and that providing false or incorrect information may result in delays in the provision and delivery of the Services, the suspension or termination of the Services and the inability of a 911-dialed call to be correctly routed to emergency service personnel (as further described in the 911 Disclosure Statement executed by Customer contemporaneously with the Service Order Form). Customer agrees to promptly notify G12 Communications whenever personal or billing information changes, including, but not limited to, Customer’s name, address, e-mail address, telephone number, and credit card information.

4.        Term Commitment. For each Service, the initial term commitment of the Service will begin two (2) business days  following the date Service is first installed and made available to the Customer unless the Customer provides G12 Communications with written notice that the Service is in material non-compliance with the specifications contained in the Service Order Form, in which case the initial term commitment for that Service will not commence until such time as G12 Communications and the Customer mutually agree that the issues with the Service have been resolved, and will continue for the number of months/years set forth in the applicable Service Order Form (the “Initial Service Term”).  Upon expiration of the Initial Service Term, the Service automatically renews for successive one (1) year terms  (the “Renewal Service Terms”) at the current rates unless either Party provides notice of intent to terminate the Service at least thirty (30) days prior to the end of the Initial Term or the Renewal Service Terms, whichever is applicable (the Initial Service Term and Renewal Service Terms may be collectively referred to hereinafter as, the “Term” or the “Service Term”). The Agreement shall commence on the date the first Initial Service Term for Services is initiated for the Customer and shall continue until the expiration or termination of the last Initial Service Term or Renewal Service Terms under any Service Order Form under this Agreement.

5.         Fees and Charges.  Customer shall pay for all Services that G12 Communications supplies to Customer.  Each Service Order Form specifies the fee that the Customer will pay for each Service during the Service Term.   The charges and fees for G12 Communications services are categorized on the applicable Service Order Form as (1) “Monthly Recurring Charges”, (2) “Non-Recurring Charges”, (3) “Usage Charges”, and (4) “Equipment Charges”.  Monthly Recurring Charges will be billed monthly to Customer. Non-Recurring shall be billed as they occur.  Usage Charges will be billed based on Customer’s actual usage which includes per minute or per call fees.  Equipment Charges will be billed upon receipt of actual equipment when purchased from G12 Communications.  In addition G12 Communications may bill the Customer for other legally applicable charges, including, but not limited to, Federal and State Universal Service Fund (USF), E911 Fees, LNP Administration Fees, and any other applicable state and federal taxes or fees.  The charges for the Services, not including the taxes and regulatory charges, are hereby referred to as the “Rate(s)”.  The Rates set out on the Customer’s Service Order Form will vary depending on the Customer’s Initial Term commitment and do not include taxes and other regulatory charges.  G12 Communications may modify its Rates at any time.  Customer will be liable for all reasonable charges, including, but not limited to attorneys’ fees and costs, incurred by G12 Communications to enforce the terms of this Agreement or due to Customer’s non-compliance with the terms herein.

6.         Payment.  G12 Communications will provide to Customer monthly invoices covering thirty (30) day periods which will be due and payable thirty (30) days from the invoice date (the “Due Date”).  All Monthly Recurring Charges are billed one (1) month in advance and Usage Charges are billed in arrears.  A late payment fee will be applied on balances that remain unpaid thirty (30) days following the date of the invoice in the amount of 1 1/2 % per month of the amount of the unpaid balance from the date of invoice or the maximum interest amount allowed by applicable law. Customer and G12 Communications  hereby acknowledge and agree that G12 Communications shall have no liability to Customer resulting from any termination of Services due to non-payment by Customer in accordance with the terms of this Agreement. G12 Communications reserves the right to bill Customer retroactively for any Services Customer received which G12 Communications had not billed.  Subject to any applicable state or federal regulations, in the event that Customer has an outstanding balance of fees due and owing under this Agreement, G12 Communications shall not be obligated to transfer transportable, toll-free, local or other numbers to another carrier. In addition to the remedies contained in this Agreement, G12 Communications reserves its rights in law and equity, including, but not limited to, its rights under the Uniform Commercial Code.

7.        Taxes. Customer hereby acknowledges and agrees that all pricing for Services and other charges due hereunder are exclusive of all applicable taxes, including value added tax, sales taxes, duties, fees, levies or surcharges (including where applicable any Universal Service Fund or similar surcharges) imposed by, or pursuant to the laws, statutes or regulations of any governmental agency or authority, all of which shall be the sole responsibility of Customer and paid promptly when due by Customer, and furthermore, Customer agrees to indemnify and hold G12 Communications harmless from any liability therefor.  Except as set forth herein, all amounts payable by Customer under this Agreement shall be made without any deduction or withholding and, except to the extent required by any law or regulation, free and clear of any deduction or withholding on account of any tax, duty or other charges of whatever nature imposed by any taxing or governmental authority.  If Customer is required by any law or regulation to make any such deduction or withholding Customer shall, together with the relevant payment, pay such additional amount as will ensure that G12 Communications actually receives and is entitled to retain, free and clear of any such deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. Notwithstanding the foregoing, a monthly Universal Service Fund charge shall be added to each invoice for Services based upon the total billed revenues, the amount of which shall be based upon the Federal Communications Commission assessment.

8.        Unauthorized Use of the Services. The Customer accepts full responsibility for the charges and fees invoiced for G12 Communications’ provision of all Services to Customer, including, but not limited to, outbound and toll free Services, regardless of whether Customer authorized the use of the Services. Customer shall indemnify and hold G12 Communications harmless from any and all costs, expenses, damages, claims or actions arising from any fraudulent or unauthorized use of the Services. Customer shall not be excused from paying G12 Communications for Services provided to Customer or any portion thereof on the basis that fraudulent use of the Services comprised a corresponding portion of the Services for which charges and fees are invoiced. In the event G12 Communications discovers or reasonably believes that the Services are being used fraudulently, nothing contained herein shall prohibit G12 Communications from taking immediate any and all reasonable actions to prevent the fraudulent use of the Services.

9.        Back-Up Power. Customer acknowledges and agrees that, if access to and use of the Services (including, but not limited to, emergency 911 Services) is desired or required during a power outage, Customer is solely responsible for providing appropriate back-up power to any equipment located on Customer’s premises to the extent such equipment may be used to access and use or is otherwise related to the use of the Services.  G12 Communications shall not be responsible or liable to Customer or any third party for Customer’s the unavailability of the Services during a power outage as a result of Customer’s failure to provide necessary back-up or secondary power facilities for use of the Services.

10.     Toll-Free Service. Customer is responsible for all charges for toll free Services provided by G12 Communications. G12 Communications assumes no liability where any claim arises out of Customer being provided with any toll-free number(s) other than the toll-free number(s) requested by Customer. G12 Communications shall not be liable whatsoever for the use, misuse or abuse of a Customer’s toll free Service by third parties, including without limitation, the Customer’s employees or members of the public who dial the Customer’s toll free number by mistake.

11.     Interruption of Service Credit.  In the event that there is a any defect, error, omission, delay, mistake, interruption, suspension, or other failure in connection with furnishing the Services or maintenance of the Services and the same is reported to and confirmed by G12 Communications  (an “Interruption”), the liability, if any, of G12 Communications shall in no event exceed an amount equivalent to the proportionate charge to Customer for the affected Service for the time period during which the interruption occurred (the “Interruption Credit”).  G12 Communications shall not be liable nor shall any Interruption Credit be given to a Customer, for any Interruption which is: 1) caused by the willfulness or negligence of a third-party or any other entity other than G12 Communications; 2) due to failure of equipment, systems provided by G12 Communications, Customer or any other entity; (3) due to a force majeure event as set forth in Section 26 below; or (4) during periods when the Customer elects to use the Service on an impaired basis. Customer hereby acknowledges and agrees that its sole and exclusive remedy for an Interruption shall be an Interruption Credit.

12.     Termination by G12 Communications.  In the event that Customer is in breach of any terms of this Agreement, G12 Communications may provide written notice to Customer of such a breach, upon receipt of which Customer shall, (i) have ten (10) days to cure such a breach if the breach is due to Customer’s non-payment of all undisputed charges by the Due Date or (ii) have thirty (30) days to cure all other breaches of this Agreement. If such breach is not cured by Customer to G12 Communication’s satisfaction, in its sole discretion, within the applicable cure period set forth above, G12 Communications may terminate this Agreement (in whole or in part, including Service Order Form(s)) and discontinue its provision Services under this Agreement, effective immediately.  Notwithstanding the foregoing, however, in the event that the Customer’s use of the Services violates the G12 Communications’ AUP, G12 Communications may suspend the provision of the Services to Customer or terminate this Agreement (in whole or in part, including Service Order Form(s)) effective immediately.

13.     Termination by Either Party.  Either Party shall have the right to terminate the Service(s) without liability, including Early Termination Charges, (i) if G12 Communications is prohibited from furnishing the Service(s) under this Agreement, (ii) if any material rate or term contained herein is substantially changed by order of the highest court of competent jurisdiction to which the matter is appealed, the Federal Communications Commission, or other local, State or other federal government authority or (iii) upon expiration of the initial Term Commitment if the other Party provides thirty (30) days prior notice of such termination.

14.     Early Termination Charges.  If a Service is terminated prior to the end of the Initial Service Term, then, commencing on the effective date of such termination, Customer will be subject to early termination charges equal to one hundred percent (100%) of the Monthly Recurring Charges times the number of months remaining in the Initial Service Term, plus any waived installation charges and discounts from G12 Communications standard rates times the number of months of discounts applies (“Early Termination Charges”). Customer and G12 Communications acknowledge and agree that (i) the Early Termination Charges are a fair and reasonable estimate of damages that would occur in the event that the Agreement is terminated prior to the end of the Initial Service Term; (ii) actual damages incurred by G12 Communications as a result of the early termination of the Agreement would be difficult to determine ; (iii) and the provisions regarding the Early Termination Charges in this paragraph are reasonable and appropriate measures of the damages for such early termination and not a penalty. Customer agrees to pay all such Early Termination Charges within 30 days of Customer’s notice of termination of Services immediately upon written receipt of G12 Communications’ last invoice to Customer (“Final Invoice”).  All requests to terminate Services must be received, in writing to G12 Communications thirty (30) days prior to the termination effective date.  A minimum of thirty (30) days will always be billed to Customer from the date that the termination notice is submitted.

15.     Bill Disputes.  Customer’s billing disputes or request for adjustments, together with all supporting documentation, must be made in good faith, and must be received in writing by G12 Communications within thirty (30) days from the date of the invoice, or Customer’s right to raise such billing disputes is waived.  Customer shall otherwise timely pay any undisputed amount.  If G12 Communications determines that a disputed charge was billed in error, G12 Communications will issue a credit to reverse the amount that was incorrectly billed.  If G12 Communications determines that the disputed amount was billed correctly, G12 Communications will inform Customer of such determination and provide Customer of proof of correct billing.  If Customer does not accept such proof as definitive, the dispute will be escalated for an officer review/resolution with G12 Communications and Customer in accordance with this Agreement.  In the event that the escalated dispute is resolved against Customer, or in the event that Customer accepts the foregoing proof as definitive (or if Customer fails to notify G12 Communications within thirty (30) days that Customer does not accept proof as definitive), Customer shall pay the previously disputed amount within ten (10) days thereafter.

16.     Resolution of Disputes.  Except as otherwise provided herein, any disputes, controversy or claim (individually and collectively referred to hereinafter as a “Dispute”) arising under this Agreement shall be resolved in accordance with the procedures set forth herein.  In the event of a dispute, and upon the written request of either Party, each of the Parties shall appoint, within five (5) business days after a Party’s receipt of such request, a designated representative who has authority to settle the Dispute and who is at the higher level of management than the persons with the direct responsibility for administration of the Agreement.  The designated representatives shall meet as often as they reasonably deem necessary in order to discuss the Dispute and negotiate in good faith in an effort to resolve such Dispute.  The specific format for such discussions will be left to the discretion of the designated representatives; however, all reasonable requests for relevant information made by one Party to the other shall be honored.  If the Parties are unable to resolve issues related to the Dispute within thirty (30) days after a Party’s request is made for appointment of designated representatives as set forth above, either Party may seek any relief to which it is entitled, whether at law or in equity.

17.     Upgrades and Downgrades.  An “Upgrade” is defined as a change to Customer’s existing Services, agreed to by G12 Communications, that will result in the increase in Customer’s Monthly Recurring Charges and/or Non-Recurring Charges.  If the Customer Upgrades the Services, Early Termination Charges will not be assessed.  However, Customer will be required to purchase the Upgrade for a term commitment that extends at least to the end of Customer’s existing Term.  A “Downgrade” is defined as a change to Customers’ existing Services or partial disconnect, agreed to by G12 Communications, that results in a decrease in Customers monthly Recurring Charges.  If Customer Downgrades the Services before the end of the Term , and the Downgrade results in more than a fifteen percent (15%) decrease in the Monthly Recurring Charges on the Services for which a Downgrade occurred, G12 Communications, in its sole discretion, may charge Customer Early Termination Charges.  Customer shall provide G12 Communications with thirty (30) days prior written notice for all Downgrades.  Any Downgrade of a Service must have a Term that extends at least to the end of Customer’s existing Term.

18.     G12 Communications Owned Customer Premise Equipment.  Any Equipment installed by G12 Communications to perform the Services under this Agreement, which was not purchased by the Customer, is the sole property of G12 Communications, and is referred to as “Customer Premise Equipment” or “CPE”.   G12 Communications has the right to access, maintain, remove, replace or take any other action in connection with the CPE at any time for any reason.  At all times Customer shall: (1) refrain from physically tampering with or modifying CPE, or authorizing another to do the same; and (2) provide G12 Communications with reasonable, sufficient, and necessary access to Customer’s facilities in order for G12 Communications to fulfill its obligations under this Agreement.  Customer shall provide G12 Communications reasonable and necessary access to G12 Communications CPE at all reasonable times in the event G12 Communications needs to retrieve the CPE during, or upon the expiration or termination of the applicable Service Term.  Customer also agrees to cooperate with G12 Communications in all communications with the landlord at the Customer’s premises if requested by G12 Communications even after the expiration or termination of the applicable Service Term so that G12 Communications may retrieve physical possession of the CPE.  Customer shall be responsible for any and all damages to the CPE, caused by Customer or its end-users.  Furthermore, G12 Communications will not be responsible for any interference or interruption in Services that are related to or caused by CPE.  Customer is responsible for the initial and ongoing configuration of any equipment provided by Customer.  If any equipment provided by Customer is not compatible or may not be used with the Services, and Customer terminates this Agreement or the Service as a result, Customer will be responsible for all Non-Recurring Charges for the Services that are noted on the Service Order Form, as well as any third-party costs G12 Communications may have incurred.

19.     Limitation of Liability.  G12 Communications shall not be liable for any of the following: (1) the content of the information passing over G12 Communications network; (2) unauthorized access to Customer transmission facilities or to Customer owned equipment; (3) unauthorized access or damage to, alteration, theft, destruction or loss of customer records or data; (4) claims for damages caused by Customer, through fault, negligence or failure to perform Customer’s responsibilities; (5) claims against customer by any other party; or (6) any act or omission of any other party furnishing services to Customer, or the installation and /or removal of any and all equipment supplies by any other services provider, incorrect publication listings or advertisements of phone numbers.  Notwithstanding the foregoing, the liability of G12 Communications, if any, for damages arising out of mistakes, omissions, interruptions, delays, errors, or defects in the Service or equipment provided by G12 Communications, or for breach or warranties set forth in this Agreement, shall in no event exceed the lesser of $100,000 or five (5) months of paid Monthly Recurring Charges for the Service that is the subject of the claim.  IF ANY LIABILITY IS IMPOSED ON G12 COMMUNICATIONS, SUCH LIABILITY SHALL BE LIMITED AS PROVIDED IN THIS AGREEMENT, WHICH SHALL BE G12 COMMUNICATIONS SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY PERFORMANCE, NON-PERFORMANCE, OR NEGLIGENCE OF G12 COMMUNICATIONS UNDER THIS AGREEMENT.  G12 COMMUNICATIONS SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD-PARTY WITH RESPECT TO ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE OR FOR THE LOSS OF REVENUE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF POTENTIAL BUSINESS, OR ECONOMIC LOSS OF ANY KIND FOR ANY REASON WHATSOEVER, REGARDLESS OF WHETHER G12 COMMUNICATIONS IS INFORMED OF THEIR POSSIBILITY.

20.     Liability of Customer.  In the event any claim, demand, lawsuit or liability is made or asserted against G12 Communications or any of the members or officers of G12 Communications by any third-party and the same arises out of, or is directly or indirectly related to, or is caused by any act or omission of Customer or its customers, then, and in such event, Customer shall indemnify, defend and hold harmless G12 Communications and its members, officers, agents and representatives of and from any and all such claims, demands, causes of actions and liability, including the payment of reasonable attorneys’ fees to defend such action.  Additionally, the Customer shall reimburse G12 Communications for damage to G12 Communications facilities or due to any malfunction of any facilities or equipment provided by an entity other than G12 Communications for the damages to the extent of such payment.

21.     Warranties.  G12 COMMUNICATIONS DOES NOT WARRANT UNINTERRUPTED OPERATION OF THE SERVICES AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES NOT MADE IN THIS AGREEMENT, EITHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES, OF TITLE, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

22.     Letters of Authorization.  Customer will be required to execute a Letter of Authorization (“LOA”) in the event Customer seeks G12 Communications to act as an authorized agent for ordering and coordination of local and long distance access circuits for services outside of this Agreement.  The LOA, when executed, shall be incorporated into this Agreement by reference.

23.     911 Disclosure Statement.  Customer is required to execute a 911 Disclosure Statement contemporaneously with each Service Order Form.  The 911 Disclosure Statement is hereby incorporated into this Agreement by reference.

24.     Deposit.  G12 Communications reserves the right to withhold initiation of full implementation of the Services until G12 Communications has conducted a credit review of Customer.  Depending on the credit review, G12 Communications may require Customer to provide G12 Communications a security deposit.  If Customer is required to provide a deposit, such deposit will not exceed Customers total estimated charges for three (3) months services, or the maximum amount allowed by law, for all the Services Customer has with G12 Communications.

25.     Transfer and Assignment.  Customer may not sell, assign or transfer any of Customers rights or obligations under this Agreement without G12 Communications prior written consent.  G12 Communications may assign this Agreement upon notice to customer.

26.     Force Majeure.  Any delay, interruption, or nonperformance of any provision of this Agreement on the part of G12 Communications caused by conditions beyond G12 Communications reasonable control shall not constitute a breach of the Agreement, and the time for performance of such provision shall be deemed to extend for a period equal to the duration of the conditions preventing performance.  Such examples include but are not limited to, acts of god, elements, weather conditions, earthquakes, settlements, fire, accidents, power failures, cable cuts caused by third-parties, acts or omissions of governmental authorities, moratoriums or injunctions related to the construction and shortage of labor and materials.

27.     Installation Requested Information.  In order to install Customer’s Service, G12 Communications may need Customer to provide G12 Communications with certain information to enable the Services to be provisioned.  Customer will be required to provide the requested information in a timely fashion, as time is of the essence with respect to this information.  If G12 Communications does not receive the required information in a commercially reasonable time frame, and Customer terminates the Agreement, Customer will continue to be responsible for all Non-Recurring and Early Termination Charges.

28.     Press Release Announcements, Publicity and/or Trademarks.  Customer agrees that G12 Communications may issue a press release announcing the relationship between the parties and may use, copy, transmit, display, and distribute Customer name, logo, quotes, case studies and testimonials in connection with G12 Communications services.  Such use shall include but not be limited to sales materials, websites, advertising and other associated activities involving applicable external communications, using all media known and hereafter developed following effectiveness of this Agreement, provided that any press releases, public announcements, postings or other advertising or public relations activities concerning this Agreement or the relationship between Customer and G12 Communications must be reviewed and approved by both parties in advance.  Customer agrees to provide comments of approval or changes within forty-eight (48) hours of receipt or request for such approval.  Customer hereby grants to G12 Communications a non-exclusive, non-transferable license, without the right to sublicense, to use Customer’s name and logo in connection with publicity and marketing materials, provided that any use of Customer’s name or logo must be approved in writing by Customer in advance and used in accordance with Customer’s guidelines for logo use.

29.     Notices.  All notices with the exception of invoices and requests for payment, given in connection with this Agreement shall be made in writing and either delivered in person, or by recognized overnight courier service, or sent via first class, postage prepaid, certified mail, return receipt requested.  All notices will be sent to the address set out on the Service Order Form.  All notices, including but not limited to invoices, will be deemed served relative to the date of personal delivery, the first business day after the date notice is sent via overnight mail, or on the third (3rd) business day after notice is sent via first class U.S. main Delivery.  All notices to G12 Communications should be addressed to G12 Communications, LLC, 93 S. Jackson St. #19390, Seattle, WA 98104-2818, attention Customer Care.  All legal notices and copies of notices shall be sent to G12 Communications, 93 S. Jackson St. #19390, Seattle, WA 98104-2818.  The notice address as provide above may be changed by written notice given as provide above.

30.     Governing Law and Venue.  This Agreement shall be construed and governed in accordance with the laws of the state of Washington and venue for any actions arising under this Agreement shall be in  the courts of King County or the state of Washington, as appropriate.

31.     Entire Agreement.  This Agreement is the complete agreement between the parties concerning any telecommunications services provided by G12 Communications hereunder, and replaces any prior oral or written communications between the parties.  Except for prior obligations of confidentiality and/or nondisclosure, there are not conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified in this Agreement.

32.     Addition/Modification.  Except as set forth in the Agreement, the Agreement can only be modified, amended or waived through a writing signed by an authorized employee of each party.  G12 Communications reserves the right to change the fees and charges upon notice to Customer.  G12 Communications further reserves the right to alter, or eliminate Services or to change or eliminate areas where G12 Communications provides service upon thirty (30) days prior written notice to Customer.

33.     Severability.  In the event that any of the terms of this Agreement or the applications of any such term shall be invalid by any court of any competent jurisdiction, the remaining terms of this Agreement or their application shall not be affected thereby, and shall remain in full force and effect.

34.     Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one Agreement.  Facsimile signatures and electronic signatures (including electronically transmitted signed documents) shall be accepted and treated the same as an original.

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