BLUE RIM NETWORKS, LLC – SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”) is made as of the date noted in Exhibit “A” (“Effective Date”), by and between Blue Rim Networks, LLC, a Utah limited liability company (“Company”), and The Customer as noted in Exhibit A (“Reseller”), collectively referred to as the “Parties”.

RECITALS

Company provides video, data, television, telephone, internet, and other services (collectively, “Services”). Reseller owns a facility as noted in Exhibit “A”, (the “Property”). Reseller desires that Company provide Reseller the requisite hardware, equipment, and other components (“Services Equipment”) necessary to provide Services to the Property. Reseller and Company desire to have Company provide the Services to occupants of the Property (a “Tenant” or “Tenants” also referred to herein as Subscribers) as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:

1. Services. Subject to the other terms and conditions of this Agreement, and in consideration of the charges and fees provided herein, Company shall make available to Tenants at the Property, by installation and/or provision of the equipment and the System as described in Exhibit “A”, the following Services:

1.1 Internet Services. Company shall make the internet services described on Exhibit “B” hereto available to the Property and Tenants (Subscribers) as provided in Exhibit “B.” Faster speeds may be made available to Users at the rates provided in Exhibit “C.” The packages, pricing, speeds, and other options and services offered by Company may change from time to time as recommended by the Company and agreed upon by Reseller.

1.2 Video Services. Company shall make video services delivered via Closed Network Internet Protocol (Real Choice TV) available to Subscribers, in accordance with Exhibit “B” hereto. The initial contemplated base channel lineup and available packages are set forth in Exhibit “B.” Reseller acknowledges and agrees that the availability, pricing, and content of the video services provided hereunder are established or affected by Company’s programming provider, and are subject to change by the Company from time to time. Company shall notify Resellers if Company’s programming provider raises its prices and only under this circumstance shall Reseller consent to the increase. Other desired increases in pricing or changes in programming must be approved by Reseller prior to implementation.

1.3 Additional Services. Company shall have the option, during the term of this Agreement, to make additional services available for subscription by individual Subscribers. Tenants subscribing to Additional Services shall be individually responsible for payment of charges related to Additional Services, and Company agrees to bill such Subscribers directly. Additional Services may include, but shall not be limited to, (i) new or additional video programming, internet access services, VoIP or any other packet-based telephone services, or security services; (ii) upgraded bandwidth and internet services (upgraded beyond that provided pursuant to paragraph 1.1, above); The availability, pricing, terms, and content of any Additional Services offered by Company in Company’s sole and absolute discretion, are subject to change by Company.

1.4 Bandwidth. Company shall provide the necessary bandwidth to meet the required service per Subscriber as described in Exhibits B & C, notwithstanding the preceding, if subscriber bandwidth utilization increases substantially, Company shall have the option to adjust the referral credit as noted in Exhibit B to cover any increased bandwidth costs.

1.5 Terms and Conditions. Use of Services shall be conditioned on Subscribers : (i) agreeing to Company’s “Privacy Policy”, “Terms and Conditions”, and any other terms or rules implemented by Company, as may be modified by Company from time to time ; (ii) agreeing to Reseller’s rules, terms, and conditions that are approved by Company ; and (iii) agreeing to abide by all applicable laws, rules, regulations in operations and use of the Services (collectively, the “Use Terms and Conditions”). Company shall notify Reseller of any violations of the Use Terms and Conditions and allow Reseller reasonable time to correct such violations. Failure to correct such violations may result in termination or suspension of services. Reseller shall remain liable for all sums due by Reseller hereunder. Reactivation is at the sole discretion of Company, decision to reactivate will not be unreasonably withheld. Reseller will make every effort to inform Subscriber if there are violations of the Use Term and Conditions and reserve the right to terminate Subscriber’s services, and shall indemnify and hold Company harmless from each and every Subscriber’s negligence, actions, or violations of the Use Terms and Conditions.

1.6 Setup and Service. Tenants shall not be separately charged for the initial setup of Tenant’s unit for basic Services (there may be installation, hardware, or equipment charges for Additional Services). Installation, onsite services, and other services provided to a User after initial setup shall be billed directly to such User at the rate of $99.00 per hour. A User shall be made aware of additional installation or service charges. Reactivation fees shall be charged to the Reseller at a rate of $99.00 per User.

2. Pricing & Payments.

2.1 Service Fees. For the services described in Exhibit “A”, Reseller shall pay Company a monthly service fee in the amounts set forth on Exhibit “A” (“Bulk Service Fees”). Company shall invoice the Bulk Service Fees to Reseller monthly. Reseller agrees to pay each invoice Net 30. Reseller will be charged a finance fee of 1 1⁄2% per month of any amount past due until paid. Reseller shall be responsible for all collection costs, attorney fees, and other reasonable costs incurred by Company in pursuing collection of any past due amounts. In the event Reseller’s account balance is delinquent, Company may, in addition to Company’s other remedies at law and remedies provided herein, suspend and/or disconnect all or any portion of the Services until Reseller’s balance is paid in full, put Reseller’s account on hold, discontinue providing the Services, and/or reclaim any Company equipment, and Reseller shall indemnify and hold Company harmless from any claims by any Subscriber regarding such disconnection.

2.2 Installation and Equipment Charges. Reseller shall pay Company “Installation and Equipment Charges” in the amounts set forth on Exhibit “A”.

2.3 Taxes. Reseller shall be responsible for any applicable taxes, tariffs, surcharges, or other like amounts assessed by any government entity arising as a result of the provision of the Services by Company.

2.4 Credit Card Processing Fee. In the event that The Company is processing credit card transactions, Reseller shall pay Company a Credit Card Processing Fee (the “Credit Card Processing Fee”) to reimburse for the costs associated with processing credit card payments through the Company Merchant Account. The amount of this fee shall be equal to 4.5% of the total amount processed

by customers accessing the network at the Property during the period. The Credit Card Processing Fee shall accrue monthly, and be payable by Owner in the manner set forth in Section 2.1.

3. Installation, License, Maintenance, and Ownership of System.

3.1 The Services are provided over an internal distribution system (the “System”), which consists of “Company Facilities” and the “Inside Wiring”. Company Facilities include the equipment, hardware and software programs, routers, switches, firewalls, and Blue Rim Edge device(s) (“Blue Rim Edge”) used to manage the Services. Inside Wiring includes cabling, fibers, conduit, and wiring that are used for the Services within the Property. Reseller authorizes Company to install the System, and any other fixtures, equipment, and/or personal property on the Property, and acknowledges and agrees that Company has no restoration or removal obligation at the expiration of the term or termination of this Agreement.

3.2 Reseller grants Company (and its subcontractors and independent contractors) a right and irrevocable license, during the term of this agreement, to (i) access the Property (including rights of ingress and egress to and from the Property) to install, maintain, operate, repair, replace, upgrade, and/or remove all or any portion of the System, as Company deems necessary or appropriate in its sole and absolute discretion, (ii) to conduct on-site marketing, sales, and distribution of Services or Additional Services on the Property to Tenants (potential Subscribers), and (iii) use the System, and all parts thereof, including, without limitation Company Facilities, Inside Wiring, and any portions of the foregoing currently installed and owned or controlled by Reseller, and the associated equipment and wiring located on, now or at any time in the future, in, on, or throughout the Property. Reseller acknowledges that Company will have full rights and access to the Property to perform the same.

3.3 In the event Reseller or a Subscriber, or any of their agents, subcontractors, independent contractors, employees, guests, invitees, wards, or vendors, (i) damages the System or any portion thereof; (ii) fails to maintain, use, or operate said System or any portion thereof prudently, responsibly, and with due care, under normal and contemplated use; or (iii) subjects said System or any portion thereof to any modification, misuse, or improper service; or if the System is damaged by a “force majeure event” or accident of nature; then Reseller shall immediately, and without delay, contact Company and notify the Company in writing of the damage(s) to the System, and shall retain Company or a qualified contractor that is agreed to in writing by Company, at Company’s election, to perform any repairs or replacements to the System. All such repairs or replacements shall be at Reseller’s sole cost and expense, and shall be immediately due and payable. Payment by Reseller may be done in equal installments over a six-month period.

3.4 Company may use independent contractors or subcontractors to perform its obligations hereunder. Reseller’s use of independent contractors or subcontractors to perform its obligations does not release Reseller and Reseller is responsible for, and shall indemnify Company from, all actions and omissions of Reseller’s independent contractors or subcontractors.

3.5 Company shall have the exclusive right to operate and interconnect with the System except where existing services are currently being provided by another TV or internet provider to tenants.

3.6 Except as expressly authorized herein, Reseller shall not disturb, alter, move, attach to, or use the System, or any portion thereof, except as required by applicable laws or in an emergency affecting health or safety, in which case Reseller shall take reasonable measures to minimize its interference with the System, and shall be responsible for any damage to the System resulting therefrom.

3.7 Except for the Blue Rim Edge which is, shall be, and remain owned by Company, after installation of the System ownership of all parts of the System (except the Blue Rim Edge) shall be and remain the personal property of Reseller, and Reseller shall be liable for all obligations associated therewith. The System shall be installed in accordance with good engineering practices and shall conform to normal service installation guidelines for such systems. Reseller agrees to allow Company to use existing building conduit, wiring, facilities, and equipment to install the System and to deliver the Services to the Property. Within ninety (90) days after the termination of this Agreement for any reason, Company may, but is not required to, remove the Blue Rim Edge, or any part thereof, from the Property. In the event, such Blue Rim Edge, or any part thereof, is not removed within such ninety (90) day period following the expiration or earlier termination, if Reseller provides Company with written notice and fifteen (15) additional days to remove such Blue Rim Edge and Company fails to remove it, the Blue Rim Edge shall be deemed abandoned by Company, and Reseller may dispose of same in whatever manner Reseller may elect without any liability to Company. Reseller expressly acknowledges and agrees that placement of the Blue Rim Edge at the Property shall not convey title to the Blue Rim Edge to the Reseller, and that the Blue Rim Edge shall at all times remain the property of Company. As such, Company was want to insure Blue Rim Edge against any damage or loss. In connection with the operation of the Blue Rim Edge, Company shall maintain all log in or access information, and shall not be required to share this information with the Reseller.

3.8 Reseller represents, warrants, and agrees that: (a) it will not encumber the System in any way; (b) the System may be used as collateral by Company to secure third party financing options without the consent of Reseller (“Company Third Party Financing”), and that such Company Third Party Financing will have a lien on the System that is superior to any liens or claims of lien of Reseller; (c) it will cooperate with the Company and execute any documents required (including subordination documents) to enable Company to secure and maintain any Company Third Party Financing; (d) it will authorize and accept a UCC-1 financing statement to be filed against the System; and (e) it will execute and deliver such documents as Company (or Company’s lender or financier) deems necessary to enable it to secure any Company Third Party Financing, and related security interests. Reseller agrees that any lien, claim of lien, or lien rights that Reseller may now have or may acquire at any time in the future shall be subject and subordinate to any lien of or related to Company’s Third Party Financing.

3.9 If a casualty, whether by fire or other means, occurs and renders one or more Units at the Property uninhabitable and Reseller elects to restore the damage to the Property, then Reseller shall promptly retain Company to repair or replace any parts of the System (including the Blue Rim Edge) damaged as a result of the casualty. Company shall bare the cost of replacing the Blue Rim Edge and Reseller shall bare the cost of replacing other components of the System. If a casualty occurs to the extent that the Property is no longer commercially viable, and Reseller elects to cease operating the Property, written notification of which is given to Company, Reseller shall have no further obligation to make payment of the Bulk Service Fees coming due after such election is made; however, Reseller shall be and remain liable for all Bulk Service Fees incurred prior to the date of such election.

4. Intentionally removed.

5. Term and Termination Rights.

5.1 Term. This Agreement becomes effective on the Effective Date and remains in effect for a period of months as described on Exhibit “A” (“Initial Term”). Upon expiration of the Initial Term, this Agreement will be automatically renewed for successive 1-year terms unless written notice is

delivered to the other party at least 90 days prior to the end of the then current term indicating that party’s intent not to renew the Agreement.

5.2 Termination Fee. If Reseller terminates the Agreement prior to the expiration of the Initial Term or any renewal term, Reseller shall pay Company a “Termination Fee.” The Termination Fee shall be paid in addition to any other fees or charges or damages that are applicable to Reseller’s termination of the Agreement, and shall not be the exclusive remedy of Company, but shall be in addition to all other remedies available to Company at law, in equity, or under this Agreement. Additionally, Reseller shall be responsible for any and all costs, fees, or penalties associated with the termination of any internet services level agreement then in place.

6. Representations, Warranties, Indemnities, and Covenants of Company.

Company represents, warrants, and agrees that Company: (i) has full power and authority to enter into this Agreement, and the person signing this Agreement on behalf of Company is authorized to bind Company; (ii) is under no obligation, contractual or otherwise, to grant, and has not granted, to any third party any rights that would prevent Company from performing its obligations under this Agreement; (iii) shall secure all of the permits and approvals necessary for Company to perform its obligations under this Agreement; and (iv) except to the extent caused by the gross negligence or willful misconduct of Reseller, Company shall indemnify, defend, protect and hold Reseller harmless from any and all liabilities, judgments, claims, losses, obligations, damages, penalties, actions, or other proceedings, suits, costs, fees, expenses and disbursements, whether by judgment or settlement, whether or not a formal legal action is filed, (including without limitation reasonable legal fees) (collectively, “Claims”), which Reseller may incur as a direct or indirect consequence of, arising out of, relating to or resulting from allegations of (i) any negligence, act, or omission of Company or any of Company’s partners, affiliates, agents, employees, contractor, independent contractors, in connection with its performance of its obligations under this Agreement, (ii) any negligent or willful act or omission of Company, (iii) a default by Company under this Agreement; (iv) the failure of Company to perform any obligations as and when required by this Agreement; (v) any failure at any time of any of Company’s representations and warranties to be true and correct. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER COMPANY NOR RESELLER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING SERVICES, EQUIPMENT, OR ANY OTHER EQUIPMENT OR ANY SERVICES FURNISHED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WITHOUT LIMITING ANY INDEMNIFICATION OBLIGATION HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE TO THE OTHER PARTY FOR ANY PERSONAL INJURY, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, REGARDLESS OF THE FORESEEABILITY OR BEING ADVISED OF THE POSSIBILITY THEREOF, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

7. Representations, Warranties, Indemnities, and Covenants of Reseller.

7.1 Reseller represents, warrants, and agrees that Reseller: (i) has full power and authority to enter into this Agreement and to meet the terms and conditions of this Agreement, to grant the licenses provided in this Agreement, and the person signing this Agreement on behalf of Reseller is authorized to bind Reseller; (ii) is under no obligation, contractual or otherwise, to grant, and has not granted, to any third party any rights that would prevent Reseller from performing its obligations under this Agreement; (iii) Reseller owns any home run wiring free and clear of any liens or encumbrances, and has the full power and authority to grant Company exclusive access to and use of such wiring; and (iv) except to the extent caused by the gross negligence or willful misconduct of Company, Reseller shall indemnify, defend, protect and hold Reseller harmless from any and all liabilities, judgments, claims, losses, obligations, damages, penalties, actions, or other proceedings, suits, costs, fees, expenses and disbursements, whether by judgment or settlement, whether or not a formal legal action is filed, (including without limitation reasonable legal fees) (collectively, “Claims”), which Company may incur as a direct or indirect consequence of, arising out of, relating to or resulting from allegations of (i) any negligence, act, or omission of Reseller or any of Reseller’s partners, affiliates, agents, employees, contractor, independent contractors, Users,

Tenants, or invitees of Users, in connection with its ownership or operation of the Property, (ii) any negligent or willful act or omission of any of Reseller, Tenants, or Users, (iii) a default by Reseller under this Agreement; (iv) the failure of Reseller to perform any obligations as and when required by this Agreement; (v) any failure at any time of any of Reseller’s representations and warranties to be true and correct.

7.2 To the full extent allowed by applicable law, (i) Reseller, during the term of this Agreement, shall not grant any other individual, group, or entity the right to provide exclusive Services (not previously granted by Reseller to other service providers) to the Property, such services to include, but not be limited to, any internet service, television services or video services, (ii) Reseller acknowledges and agrees that Company has the right to market and provide the Services and Additional Services to Tenants, and in order not to allow circumvention of such exclusive rights, Reseller agrees to cause the rules and regulations for the Property to include aesthetic and architectural prohibitions on the mounting of dishes or antenna on the roofs and walls of the Property buildings to the extent permitted by the FCC’s OTARD rules, 47 C.F.R. § 1.4000; and (iii) Reseller shall cause its Property Manager to enforce such prohibitions.

8. Default and Remedies.

8.1 A default exists under this Agreement upon the occurrence of any of the following events: (i) Reseller fails to pay when due any monetary obligations under this Agreement; (ii) Reseller or Company does not perform any non-monetary material term, provision, covenant, agreement, or obligation under this Agreement, other than a default by Company as a result of force majeure, and does not cure the default within thirty (30) days after receiving written notice of the default from the other party (a “Default Notice”). If any non-monetary default cannot be cured within the 30-day period, a default does not occur if the party receiving the Default Notice commences to cure the default within the 30-day period and diligently completes the cure as soon as reasonably practicable, but in any event within 60 days after receiving such Default Notice; (iii) if Reseller or Company becomes insolvent or if Reseller or Company becomes a debtor in a bankruptcy proceeding or similar action that is not permanently dismissed or discharged within 60 days (for voluntary proceedings) or 120 days (for involuntary proceedings); or (iv) the failure of any representation or warranty of Reseller to be completely accurate and true at all times during the term of this Agreement.

8.2 If a default occurs, the non-defaulting party shall notify the defaulting party in writing of such default. The defaulting party shall have 30 days to cure such default. Each party shall work diligently to resolve the cause of the default, for the financial benefit of both Company and Reseller.

8.3 Company’s rights and remedies hereunder, together with those granted by law or at equity, are cumulative and may be exercised by Company at any time. Company’s exercise of any right or remedy shall not constitute a cure of any default unless all sums then due and payable to Company under this Agreement are paid and Reseller has cured all other defaults. No waiver shall be implied from any failure of Company to take, or any delay by Company in taking, action concerning any default or failure of condition under the documents.

9. Miscellaneous Provisions

9.1 No Joint Venture. The relationship of Reseller and Company is that of independent contractors and neither Reseller nor Company, nor their agents or employees, will be deemed to be the employees or agents of the other; nor may Reseller or Company bind the other or transact any business in the other’s name.

9.2 Successors and Assigns. This Agreement is binding upon and inures to the benefit of Reseller and Company and their respective successors and assigns. Company may assign its interest in

this Agreement without Reseller’s prior consent in case of merger or to an entity that purchases all or substantially all of Company’s assets. Reseller may assign its interest in this Agreement without Company’s prior consent. If Reseller sells or conveys the Property, the sale, conveyance, or transfer will be made subject to this Agreement and Reseller shall cause any transferee to assume the duties and obligations of Reseller hereunder.

9.3 Force Majeure. Except as otherwise expressly stated or contemplated in this Agreement, neither party is liable nor in default for any delay or failure of performance resulting directly from anything beyond the reasonable control of the non-performing party, such as acts of God; acts of civil or military authority; acts of a public enemy; war; hurricanes, tornadoes, storms, earthquakes or floods that occur within a fifty (50) mile radius of the Property; terrorism, fires or explosions, loss of electric power that occur at the Property or at facilities directly servicing the Property; or governmental regulation.

9.4 Notices. All notices, demands, approvals, requests, or other communications required or permitted hereunder shall be in writing and shall be delivered to the appropriate party at the address set forth below.

To Company:

Blue Rim Networks,
LLC 399 N Main #140
Logan, UT 84321
Attn: Jake Perschon
Email : jperschon@smartaira.com

To Reseller:

As noted in Exhibit A“A“

Either party may designate a different place or places for notice by delivering written notice to the other party.

9.5 Applicable Law. This Agreement is subject to, governed by, and interpreted according to the laws of the State of Utah, without reference to its choice of law provisions, and any applicable federal laws. Reseller hereby consents to the jurisdiction of any appropriate federal or state court within the State of Utah. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and shall be interpreted without reference to the invalid provision.

9.6 Entire Agreement, Waiver, and Amendment. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no warranties or representations except as expressly provided in this Agreement. This Agreement supersedes all prior agreements between Reseller and Company concerning the subject matter hereof. No failure or delay by a party to exercise any right it may have by reason of the default of the other party operates as a waiver of default and any waiver is effective only if in writing. This Agreement may not be modified or amended except by a written instrument signed by Reseller and Company.

9.7 Interpretation. Reseller and Company and each of them has participated in the drafting of this Agreement and that each of their respective counsel have reviewed and approved this Agreement. Accordingly, the normal rule of construction that any ambiguities are to be resolved against the drafting party will not be applied.

9.7 Legal Fees. In any legal proceeding to enforce or interpret the terms of this Agreement, the prevailing party may recover from the other party, in addition to other relief, all costs and

expenses, including, without limitation, reasonable legal fees and court costs, incurred by the prevailing party.

9.8 Counterparts. To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. All signatures pertaining to The Agreement shall be on Exhibit “A.”