TERMS AND CONDITIONS

TARIFF AND GUIDE. If a tariffed Service subject to this Agreement is de-tariffed then the tariff in effect at the time will continue to be part of this Agreement as set forth in www.onevoiceinc.com. If a non-tariffed Service subject to this Agreement becomes tariffed, then the terms of the new Tariff will govern. In the event of a conflict between any of the terms of the Agreement, the following order of precedence will apply: (i) the applicable Tariff (ii) the applicable Service Schedule or Order (which are not subject to tariffs) and (iii) these Terms and Conditions. These three parts are the entire agreement relating to the subject matter hereof and supersede all oral and written communications, proposals or prior agreements. This Agreement and any addenda hereto may not be modified unless in writing signed by both parties. As used herein, the term “Services(s)” refers to any Service or product provided to you pursuant to this Agreement.

TERM. The Agreement shall be effective as of the date the Service is available for activation (“Effective Date”) and shall continue until the completion of Term Commitments as set forth on the Service Order Forms. The Term shall automatically renew for periods equal in duration to the initial Term period unless (a) OVC notifies you within 60 days of the expiration of the Term or any renewal periods, or (b) you notify OVC in writing within 30 days before the expiration of the Term or any renewal periods. Subject to the Early Termination requirements below, you may also terminate this Agreement, prior to the end of the Term or any renewal periods at any time by giving 30 days’ written notice.

BILLING AND PAYMENT. Customer agrees to pay OVC for all Services upon receipt of the invoice. You will be billed monthly, and if authorized by you, the amount owed shall be charged to your credit card or automatically deducted from your bank account on the due date stated on the invoice. A Late Fee in an amount of 1.5% per month (or the maximum rate permitted by law) will be charged on all outstanding amounts not paid within thirty (30) days of the date set forth on the invoice. Notwithstanding the foregoing, You agree to pay the greater of (i) the total amount otherwise due for the month for all Services provided under this Agreement, or (ii) the Monthly Minimum Commitment, as set forth on the first page of the Agreement and/or on subsequent Service Orders. Such usage shall not include any taxes or surcharges. Upon our request, you agree to post a bond or provide a security deposit to assure payment. You also agree to pay OVC its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under this Agreement.

TAXES. In addition to the rates and charges for the Services(s), Customer shall be responsible for the payment of any Federal, State and Local governmental agencies and municipalities taxes and surcharges (collectively, “Taxes”) imposed on or based upon the provision of Services. Taxes are not included in the quoted rates for Services, but will appear as separate line items. If you are exempt from a particular tax or surcharge, you must pay the tax or surcharge set forth in the monthly invoice unless you provide us with a valid exemption certificate. We may adjust prices or impose additional rates and charges to recover amounts we may be required by governmental or quasi-governmental authorities to collect from or pay to others to support statutory or regulatory programs (e.g., Universal Service Fund) during the term of this Agreement.

DISPUTES/JURISDICTION. If you have a dispute about an invoice or believe that the invoice is in error, you must notify us in writing within 45 days of the date of the invoice or you shall have waived your rights t dispute the charge(s). You remain responsible for paying the undisputed portions of the invoice by the due date. The Agreement is deemed made in, and subject to the laws and the exclusive jurisdiction of the courts of the Commonwealth of Virginia.

SERVICE PROVISIONING. We will use reasonable efforts to provide the applicable Services by the start dates you requested as set forth in the Service Orders. We may make changes to any Service provided that any such change does not materially adversely affect the Service. In the event Customer cancels installation prior to OVC incurring any charges, or initiating internal processing of Customer’s orders there shall be no termination charge. Where the internal process has been initiated, and the installation of facilities and/or equipment has been initiated prior to the cancellation of service, a payment of a $750.00 termination charge per installation in addition to any and all charges incurred by OVC, as agent or otherwise, related to initiation of such installation shall be due and owing by the Customer.

TERMINATION.

(A) If you terminate prior to the expiration of the Term or any renewal thereto, You agree to (a) pay for all Services provided prior to the date of termination, (b) refund any promotional credits provided by OVC and (c) pay a discontinuance fee (not a penalty) equal Monthly Recurring Charges (MRC) set forth in the Service Order Form(s) for the affected Service multiplied by the remaining months in the Service Order Term, or any renewal thereto.

(B) OVC, in addition to any other remedies, may immediately terminate this Agreement if you are in breach. Breach includes, but is not limited to (a) nonpayment of any amounts due; (b) the initiation of proceedings by or against you in bankruptcy; (c) the appointment of a receiver or trustee for you; or (d) your failure to comply with any of your obligations under this Agreement. We reserve the right to suspend or discontinue any Service without notice, written or otherwise: (i) anytime we have the right to terminate the Agreement; (ii) whenever required to protect our network or facilities, (iii) whenever any Service is used for illegal purposes or otherwise in violation of our usage policies; (iv) if we deem it necessary in order to comply with applicable laws or regulations, (v) Customer fails, after OVC’s request, to provide a bond or security deposit; (vi) Customer provides false information to OVC regarding the Customer’s identity, creditworthiness, or its planned use for the Services; or (vii) Customer interferes with OVC’s provision of service to any other customer.

(C) You may terminate this Agreement if OVC is in material breach of this Agreement, provided that written notice of the breach has been given to OVC and the breach has not been cured within thirty (30) days after the delivery of such notice. In such event, you shall pay for all Services provided prior to the termination but you are not responsible for paying the early discontinuance fee as set forth in subsection (A) above.

AUTHORIZED USE OF SERVICES. You shall bear the risk of loss arising from any unauthorized or fraudulent usages of the Services provided under this Agreement. OVC reserves the right, but is not required, to take any and all actions it deems appropriate (including blocking access to particular calling numbers or geographic areas) to prevent or terminate any fraud or abuse in connection with the Services; provided however that You shall not be responsible for such fraudulent or unauthorized usage if You (a) provide OVC with notice of such abuse or unauthorized usage, and (iii) OVC has the ability to correct or prevent the fraudulent or unauthorized usage, and (iii) OVC failed to take such corrective actions.

WARRANTY. We warrant that we will provide Services pursuant to the terms of this Agreement. WE HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OR MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION SURVIVES TERMINATION OF THE AGREEMENT.

NOTICES. Notices must be in writing. Any Notice to OVC must be delivered personally, overnight courier, registered or certified mail to the address set forth on the most recent monthly invoice. We will send Notices to Your Billing Address set forth on the Order Form, or by including it in your monthly invoice.

CREDIT. You shall provide OVC with the credit information as requested. OVC may require you to make a deposit at any time as a condition of initiating or continuing Services. Upon termination of this Agreement, the amount of the deposit will be credited to your outstanding balance. Any outstanding credit balance shall be refunded to you.

LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OF ANY NATURE WHATSOEVER FOR ANY REASON, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF CUSTOMER CLIENTS, GOODWILL ARISING IN ANY MANNER FROM THE AGREEMENT. THIS DOES NOT LIMIT YOUR RESPONSIBILITY FOR THE PAYMENT OF ANY AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT OUR LIABILITY, IF ANY, AND THE CUSTOMER’S EXCLUSIVE REMEDY FOR DIRECT DAMAGES OF ANY KIND SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE SUBJECT TO THE DAMAGES CLAIM DURING THE PERIOD THE DAMAGES OCCURRED. OUR ONLY LIABILITY FOR ANY FAILURE OF PERFORMANCE, INTERRUPTIONS OR OTHER INABILITY TO USE ANY SERVICE IS A CREDIT (FOR THOSE SERVICES WHERE CREDITS ARE GIVEN). You must bring any claim with respect to any Services provided by OVC within one year after the claim or cause of action has accrued or such claim or cause of action shall be barred.

OVC is not responsible for any act of or representations made by an independent authorized Agent of OVC unless they are expressly approved by an officer of OVC in writing or contained in a document provided by OVC to You.

INDEMNIFICATION. Customer shall defend, indemnify and hold OVC harmless from and against all claims, demands, actions, causes of action, judgments, costs and reasonable attorney’s fees and expenses of any kind or nature for any and all damages of any kind arising from or related to any use of the Services or otherwise arising under this Agreement.

FORCE MAJEURE. Except with respect to Customer’s payment obligations, neither party shall be liable to the other party for any delay or failure in performance under this Agreement to the extent such delay or failure is caused by fire, flood, explosion, accident, war, terrorist act, epidemic, strike, embargo, governmental requirements, civil or military authority, Act of God, inability to secure material or labor or other causes beyond its reasonable control. Any such delay or failure shall suspend the Agreement until the Force Majeure ceases.

E911 ACKNOWLEDGEMENT. LIMITATIONS ON SERVICE: EMERGENCY DIALING (E911) VIA THE SERVICE MAY BE ADVERSELY AFFECTED BY USE OF THE PUBLIC INTERNET, RELOCATION OF THE IP-COMPATIBLE EQUIPMENT FROM THE REGISTERED LOCATION(S), USE OF NUMBERS OUTSIDE THE RATE CENTER TO WHICH THEY ARE ASSIGNED, LOSS OF ELECTRICAL POWER, BROADBAND CONNECTION FAILURE, OR DELAY IN ADVISING ONEVOICE OF A CHANGE IN REGISTERED LOCATION.

CUSTOMER IS ENCOURAGED TO ENSURE THAT A TRADITIONAL LANDLINE SERVICE IS RETAINED FOR BACK-UP CALL PURPOSES AND THAT ALL SITE USERS ARE AWARE OF THESE LIMITATIONS AND THE LOCATION OF THE EMERGENCY BACK-UP PHONE(S).CUSTOMER ACKNOWLEDGES THAT THE EQUIPMENT IS REGISTERED TO THE REGISTERED LOCATION AND THAT EMERGENCY SERVICES, INCLUDING, WITHOUT LIMITATION, E911 CALLS, WILL BE AFFECTED IF EQUIPMENT IS MOVED TO ANOTHER LOCATION. EMERGENCY PERSONNEL WILL NOT BE ABLE TO ACCURATELY LOCATE THE PREMISES FROM WHICH THE CALL ORIGINATED. IN ADDITION, WHERE CUSTOMER REQUESTS A PHONE NUMBER OUTSIDE ITS RATE CENTER, EMERGENCY SERVICES WILL BE SIMILARLY AFFECTED.

OVC OFFERS INTERNET CONNECTIVITY SERVICES TO ITS CUSTOMERS. INTERNET CONNECTIVITY PROVIDED BY THIRD PARTY PROVIDERS IS NOT A PART OF THE SERVICES AND NO WARRANTIES OF ANY KIND ARE MADE WITH RESPECT THERETO. FOR THE AVOIDANCE OF DOUBT, IF CUSTOMER CHOOSES TO USE THE PUBLIC INTERNET FOR VOICE CALLS (OR VOICE CALL SIGNALING), THE CUSTOMER RECOGNIZES THAT THE QUALITY OF VOICE CALLS MAY BE ADVERSELY AFFECTED AND THAT CUSTOMER MAY NOT BE ABLE TO COMPLETE CERTAIN OUTBOUND CALLS, INCLUDING, WITHOUT LIMITATION LOCAL, INTERNATIONAL AND EMERGENCY (E911).

SOFTWARE. Any software incorporated into or provided for use in or with OVC (whether initially, as part of maintenance or support or otherwise) is not sold, but rather is licensed solely for Customer’s internal use in or with any applicable product strictly in accordance with the documentation and any other use restrictions applicable for that product. Such license (i) is non- exclusive, (ii) is non-sublicensable, (iii) is subject to the terms and conditions of this Agreement and (iv) does not include the right to (and Customer will not, directly or indirectly) modify, reverse engineer (except to the extent applicable statutory law expressly prohibits reverse engineering restrictions), incorporate or use in any other works, create derivatives of, or copy any portion of such software (except as specifically authorized in documentation provided by OVC for purposes of installation, support or maintenance), or to use the software or product for the benefit of any third party. Any use, modification, reproduction, release, performance, display or disclosure of the software and accompanying documentation by the Customer shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms herein.

EQUIPMENT. This Agreement shall not, and shall not be deemed to, convey to Customer, title to any equipment used or furnished by OVC to provide the Service under this Agreement. Other than as expressly directed and agreed to in writing by OVC, Customer shall not manipulate, disassemble, tamper with or otherwise modify the Equipment or any components thereof, including, without limitation, any software contained therein. Equipment furnished by OVC shall be returned to OVC on expiration or termination of the Agreement or as earlier requested by OVC, in good condition, reasonable wear and tear excepted. Customer shall reimburse OVC for any loss of, or damage to, OVC’s facilities or equipment on the Customer’s premises, except loss or damage caused by OVC’s own employees, agents or contractors. If the Customer does not return equipment within 15 days of request by OVC, Customer will be obligated to pay a lump-sum amount of $1,500 to OVC.

WAIVER. OVC’s failure to insist upon strict performance of the terms of this Agreement or to exercise any rights or remedies hereunder shall not waive any of the OVC’s rights to require strict performance of such terms, to asset any of the same rights, or to rely on any such terms any time thereafter.

RELATIONSHIP OF PARTIES. OVC and Customer are independent contracting parties. This Agreement shall not constitute the parties as principal and agent, partners, joint ventures, or employer and employee. Neither party shall have, or hold itself as, having the power or authority to bind or create liability for the other by its intentional or negligent acts(s).

SEVERABILITY. In the event that one or more of the provisions herein shall for any reason be held to be illegal or unforeseeable, this Agreement shall be revised only to the extent necessary to make such provision(s) legal and enforceable; provided, however, that this Agreement as revised is consistent with the parties’ original intent.

ASSIGNMENT. Customer may not assign or transfer this Agreement or any rights or obligations without the prior written consent of OVC. An assignment shall be deemed to include any change of voting or management control of Customer.

ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and it supersedes all prior or contemporaneous oral or written agreements, understandings, and representatives.