Business Terms of use

1. TERMS AND CONDITIONS. These terms and conditions ("Terms and Conditions") are an integral part of the agreement ("Agreement") between Vertical Telecom. ("Vertical Telecom") and a Customer ("Customer") of the Vertical Telecom services. Any Vertical Telecom services or products (collectively, the "Services") provided by Vertical Telecom to Customer shall be governed by the terms and conditions herein. By purchasing the Services, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between Customer and Vertical Telecom by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE; and (3) LIMITING Vertical Telecom?s LIABILITY UNDER THE AGREEMENT.

2. MANDATORY ARBITRATION.
2.1. Arbitration Procedures. PLEASE READ THIS PROVISION CAREFULLY. EXCEPT AS SET FORTH BELOW, CUSTOMER AND Vertical Telecom WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR ARISING OUT OF THE AGREEMENT, ANY BREACH OF THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO CUSTOMER, INCLUDING ANY BILLING DISPUTES (collectively, "CLAIMS"). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION ADMINISTERED BY AMERICAN ARBITRATION ASSOCIATION ("AAA"). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate also requires Customer to arbitrate claims against other parties relating to Services or Products provided or billed to Customer if Claims are asserted against Vertical Telecom in the same proceeding. ARBITRATION WILL BE CONDUCTED UNDER THE AAA'S PUBLISHED COMMERCIAL ARBITRATION RULES. Customer and Vertical Telecom agree to bear their own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The place of arbitration shall be in Fulton County, Georgia U.S.A. The language of the arbitration shall be English.

2.2. PREFILING NOTICE OF CLAIM. BEFORE INSTITUTING ARBITRATION OR SUIT, CUSTOMER WILL PROVIDE Vertical Telecom WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO Vertical Telecom AT THE ADDRESS OR EMAIL ADDRESS BELOW. IF Vertical Telecom IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN CUSTOMER OR Vertical Telecom MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 2.1. All claim notices should be sent to: Director of Customer Service Vertical Telecom. 115 Martin Luther King Jr Dr, Suite 277 Atlanta, GA 30303 -or- claims@verticaltelecom.com. CUSTOMER WILL NOT DEMAND ARBITRATION OR FILE SUIT UNLESS CUSTOMER FOLLOWS THE FOREGOING PROCEDURES IN THIS SECTION 2.2 AND THIS SECTION 2.2 MAY BE PLEADED AS A FULL AND COMPLETE BAR AND DEFENSE TO, AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST, ANY ARBITRATION, ACTION, SUIT, OR OTHER PROCEEDING INSTITUTED IN BREACH OF THIS SECTION.

2.3. TIME LIMITATION. Customer agrees that regardless of any statute or law to the contrary, any suit or arbitration arising out of or related to use of the Services or the Agreement must be filed within one (1) year after the earlier of (a) when such claim or cause of action arose or (b) termination of Services to Customer or be forever barred.

2.4. PERSONAL JURISDICTION. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 2, Customer and Vertical Telecom agree to submit to the personal and exclusive jurisdiction of the state and federal courts within Fulton County, Georgia, and waive any objection as to venue or inconvenient forum in such courts.

3. DEFINITIONS. The following terms shall have the meanings set forth below.
3.1 "Agent" means a Customer employee or contractor who may use the Services, the total number of Agents being the maximum number of personnel who may use the Services at any one time.

3.2 "Customer Data" means any data, information or other materials of any nature whatsoever provided to Vertical Telecom by Customer in the course of implementing or using the Services.

3.3 "Documentation" means user manuals and other documentation relating to the Services, which are made available to Customer by Vertical Telecom, in the form of recorded documentation on optical or magnetic media, accessible via the Internet or in the form of printed media.

3.4 "Implementation Services" means the services selected by Customer, as indicated on the Service Order, to be provided by Vertical Telecom in connection with the set up and implementation of the Services. As part of the Implementation Services, Customer will receive limited training in the set up and activation of the Services during the hours from 5:00am to 6:00pm PT Monday through Friday.

3.5 "Initial Payment" means the initial payment set forth in the Service Order consisting of the fees for Implementation Services and the Service Fees for the first month.

3.6 "Login" means each separate, named individual login account within a Customer account.

3.7 "Professional Services" means work Vertical Telecom will perform for Customer as specified in individual statement(s) of work ("Statement(s) of Work") to be executed by the parties from time to time on the terms and conditions specified in the Agreement.

3.8 "Service Fee" or "Service Fees" means the monthly or annual fees set forth in the Service Order to be paid by Customer to Vertical Telecom as consideration for Vertical Telecom provision to Customer of the Services.

3.9 "Service Order" means the document executed by Customer and Vertical Telecom, containing (i) a price and quantity of Services, and Implementation Services to be provided to Customer by Vertical Telecom under the Agreement, along with associated telecommunications fees; (ii) the Services to be provided; and (iii) such other options provided on the Service Order as Customer may elect to apply to the Services.

3.10 "Service Plan" means the monthly or annual subscription plan a Customer agrees to in the Service Order.

3.11 "Service Order Addendum" means a Service Order agreed to by Customer subsequent to the initial Service Order.

3.12 "Services" means the products or services that are being provided to Customer as described in the Service Order, including any Additional Services set forth in a Service Order Addendum accepted by Vertical Telecom.

3.13 "Software" means any proprietary software (including any documentation relating to such software) owned by, licensed by, or which Vertical Telecom has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used in or used to provide the Services.

4. Vertical Telecom PRODUCTS AND SERVICES. During the Initial Term or Renewal Term of this Agreement, Vertical Telecom will provide the Services, set forth in the Service Order, including telephone and other equipment (collectively, "Equipment") subject to the terms and conditions herein. Vertical Telecom hereby grants Customer access to the Services for use by the number of Agents and Logins set forth in the Service Order, for Customer's own internal business purposes, which shall be deemed to include activities Customer may perform on behalf of its own customers. Vertical Telecom grants Customer the right to use the Documentation in connection with its use of the Services.

4.1. CONDITIONS. Customer acknowledges and agrees that Vertical Telecom?s obligations to provide the Services are expressly conditioned upon (i) Customer's payment of the fees for Professional Services and all Service Fees as and when due, and (ii) Customer's satisfaction of the technical requirements set forth in the Documentation for the Services made available to Customer by Vertical Telecom, as the same may be updated by Vertical Telecom from time to time.

4.2. ADDITIONAL SERVICES. At Customer's option, the number of Services may be increased at any time during the Initial Term or Renewal Term (any such increase, "Additional Services") by agreeing to a Service Order Addendum, signed by Customer and setting forth the specific Additional Services desired. Each Service Order Addendum shall be subject to Vertical Telecom?s acceptance, which shall be deemed given if Vertical Telecom thereafter provides the Additional Services. Upon acceptance by Vertical Telecom, such Service Order Addendum shall be deemed an amendment to the Agreement, subject to all of the terms and conditions herein, and the Service Fees shall be increased to reflect the Additional Services, subject to the same pricing and payment terms as are set forth in the Service Order. Additional Services shall be provided for a term that is coterminous with the Initial Term or Renewal Term of the Agreement.

4.3. IMPLEMENTATION SERVICES. Vertical Telecom will use commercially reasonable efforts to perform the Implementation Services covered in the Initial Payment.

4.4. ADDITIONAL PROFESSIONAL SERVICES. If Customer requests Professional Services, such as support services not provided under this Agreement, training, or other consulting services, Vertical Telecom may (but has no obligation to) provide such Professional Services or recommend appropriate outside consultants. If Vertical Telecom agrees to provide such additional Professional Services at Customer?s request, fees for such Professional Services may be provided pursuant to a fixed fee or Vertical Telecom ?s standard time and material rates. Such additional Professional Services will be provided pursuant to an addendum and the other terms and conditions of this Agreement, and may be described in an agreed-upon statement of work.

5. TERM.
5.1. INITIAL TERM. The initial term of this Agreement ("Initial Term") begins on the date that Customer enters into the Agreement and continues in force and effect for the duration of the service period as defined by the Service Order or Agreement.

5.2. RENEWAL. Except as set forth in Section 5.3, at the end of the Initial Term, the Agreement is automatically renewed for an additional one year period (a "Renewal Term"), and shall be renewed at the end of each Renewal Term for an additional one-year Renewal Term, unless Customer provides Vertical Telecom, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to cancel the service.

5.3. MONTH-TO-MONTH RENEWAL. Instead of renewal under Section 5.2 or cancelation, a Customer shall have the option, upon expiration of the Initial Term or any Renewal Term, to renew the Agreement on a month-to-month basis at the then-current rates offered for the Services. Customer will be converted to a month-to-month basis if Customer provides to Vertical Telecom, at least thirty (30) days prior to the end of the Initial Term or applicable Renewal Term, notification of intention to convert to month-to-month service.

6. TERMINATION.
6.1. TERMINATION FOR CONVENIENCE. Either party may terminate the Agreement upon thirty (30) days notice of termination. In accordance with section 10.7, disconnection fees may apply. If Customer transfers or ports their phone number to a service provider other than Vertical Telecom, Customer must contact Vertical Telecom to cancel the Services provided to Customer by Vertical Telecom.

6.2. IMMEDIATE TERMINATION. Vertical Telecom shall be entitled, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, Customer's breach of the Agreement, Customer's failure to pay any sum due hereunder, suspected fraud or other activity by Customer that adversely affects the Services, Vertical Telecom, Vertical Telecom?s network or other Customer's use of the Services. Vertical Telecom shall be entitled to determine, at its sole discretion, what constitutes misuse of the Services and Customer agrees that Vertical Telecom?s determination is final and binding on Customer. Vertical Telecom may require, and if required, Customer shall pay, an activation fee as a condition to changing or resuming a terminated or suspended account.

6.3 EFFECT OF TERMINATION ON FEES. Upon termination of this Agreement for any reason, Customer shall be responsible for the full monthly Service Fee for the month in which termination occurs. Expiration or termination of the Agreement does not alleviate Customer of responsibility for paying all unpaid, accrued charges due hereunder.

7. 911 & SERVICE LIMITATIONS. The Federal Communications Commission ("FCC") and Canadian Radio-television and Telecommunications Commission ("CRTC") require that Vertical Telecom provide E911 Service to all Customers who use Vertical Telecom Services within the United States and Canada. Sections 7.1-7.7 apply to all Customers who use Vertical Telecom Services within the United States. Section 7.8 applies to all Customers.

7.1 911 ACKNOWLEDGEMENT AND WARNING LABELS. CUSTOMER ACKNOWLEDGES THAT Vertical Telecom?s EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL WIRELINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 7 AND CUSTOMER AGREES TO NOTIFY ANY POTENTIAL USER OR AGENT OF THE SERVICES, WHO MAY PLACE CALLS USING CUSTOMER'S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. Vertical Telecom WILL PROVIDE CUSTOMER WITH WARNING LABELS REGARDING THE LIMITATIONS OR UNAVAILABILITY OF 911 EMERGENCY DIALING. CUSTOMER AGREES TO PLACE A LABEL ON AND/OR NEAR EACH TELEPHONE OR OTHER CUSTOMER PREMISE EQUIPMENT ON WHICH THE SERVICES MAY BE UTILIZED. IF ADDITIONAL LABELS ARE REQUIRED, CUSTOMER MAY REQUEST THEM FROM Vertical Telecom. Vertical Telecom WILL PROVIDE CUSTOMER WITH ADVISORY NOTICES REGARDING 911 EMERGENCY DIALING AND REQUEST ACKNOWLEDGMENTS FROM CUSTOMER. CUSTOMER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT Vertical Telecom HAS ADVISED CUSTOMER OF THE CIRCUMSTANCES UNDER WHICH Vertical Telecom E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. Vertical Telecom ADVISES CUSTOMER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES. 7.2. ELECTRICAL POWER. CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.

7.3. INTERNET ACCESS. CUSTOMER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IF THERE IS AN INTERRUPTION OF CUSTOMER'S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.

7.4. NON-VOICE SYSTEMS. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. Vertical Telecom WILL NOT BE LIABILE FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.

7.5. E911 SERVICE. Vertical Telecom E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND TRADITIONAL FAX AND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON VIRTUAL NUMBERS, TOLL-FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON SERVICE PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. IF CUSTOMER SUBSCRIBES TO Vertical Telecom E911 SERVICE, CUSTOMER WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF CUSTOMER'S EQUIPMENT (PHONE, SOFTPHONE, DIGITIAL TELEPHONE ADAPTER ("DTA") OR VIDEOPHONE) WITH Vertical Telecom, EITHER ON THE Vertical Telecom.COM WEBSITE OR BY CALLING CUSTOMER SERVICE, AND WILL UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. IF CUSTOMER SUBSCRIBES TO Vertical Telecom MOBILE APPLICATIONS, CUSTOMER ACKNOWLEDGES THE PHYSICAL LOCATION REGISTERED FOR CUSTOMER'S EQUIPMENT (PHONE, SOFTPHONE, DTA OR VIDEOPHONE) WILL BE THE PHYSICAL LOCATION REGISTERED FOR THE MOBILE APPLICATION ASSOCIATED TO THE EQUIPMENT. CUSTOMER ACKNOWLEDGES THAT Vertical Telecom?s ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY Vertical Telecom WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO Vertical Telecom BY CUSTOMER. IN THE EVENT THAT THE PHYSICAL LOCATION HAS NOT BEEN UPDATED OR IS NOT COMPLETE, Vertical Telecom MAY ATTEMPT TO ROUTE A 911 CALL BASED UPON THE BILL-TO OR SHIP-TO ADDRESSES ASSOCIATED WITH THE CUSTOMER'S ACCOUNT OR INITIAL ORDER.

7.6. E911 SERVICE CHARGE. CUSTOMERS THAT ARE REQUIRED TO SUBSCRIBE TO Vertical Telecom E911 SERVICE WILL BE SUBJECT TO A MONTHLY E911 SERVICE CHARGE. THE MONTHLY E911 SERVICE FEE SHALL BE IN ADDITION TO THE APPLICABLE SERVICE FEES FOR THE ASSOCIATED LINE. THE MONTHLY CHARGE FOR Vertical Telecom E911 SERVICE IS ASSESSED ON A "PER-LINE" (THAT IS, PER PHONE NUMBER BASIS), AND WILL BE SET AT A LEVEL THAT REIMBURSES Vertical Telecom FOR THE DIRECT COSTS IT INCURS IN PROVIDING Vertical Telecom E911 SERVICE, INCLUDING EXPENSES Vertical Telecom INCURS, EITHER DIRECTLY OR INDIRECTLY, IN THE FORM OF STATE, COUNTY OR MUNICIPAL E911 SURCHARGES, E911 AUTOMATIC LOCATION INFORMATION (ALI) DATABASE STORAGE, LINE INFORMATION DATABASE AND CALLER ID (LIDB/CNAM) EXPENSES, AND ANY OTHER TAXES OR SURCHARGES DIRECTLY OR INDIRECTLY ASSOCIATED WITH THE PROVISION OF SERVICES TO CUSTOMERS SUBSCRIBING TO THIS SERVICE. Vertical Telecom RESERVES THE RIGHT TO ADJUST THE LEVEL OF CHARGES ASSOCIATED WITH THE PROVISION OF E911 SERVICES TO REFLECT INCREASES OR DECREASES IN THE COSTS IT INCURS. (SEE SECTION 20 REGARDING CHANGES TO THE AGREEMENT, SERVICES OR SERVICE PLAN).

7.7. E911 CHARACTERISTICS. CUSTOMER ALSO ACKNOWLEDGES THAT Vertical Telecom E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE Vertical Telecom E911 SERVICES UNSUITABLE FOR SOME CUSTOMERS. BECAUSE CUSTOMER CIRCUMSTANCES VARY WIDELY, CUSTOMER SHOULD CAREFULLY EVALUATE CUSTOMER'S OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON Vertical Telecom E911 SERVICE. CUSTOMER ACKNOWLEDGES THAT IT IS CUSTOMER'S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET CUSTOMER'S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH Vertical Telecom E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:
** Vertical Telecom E911 SERVICE WILL NOT FUNCTION IF CUSTOMER'S DTA, PHONE OR VIDEOPHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF CUSTOMER'S Vertical Telecom SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS A POWER OUTAGE, CUSTOMER MAY BE REQUIRED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE BEING ABLE TO USE THE Vertical Telecom SERVICE, INCLUDING FOR E911 PURPOSES.
** AFTER INITIAL ACTIVATION OF THE E911 SERVICE, AND FOLLOWING ANY CHANGE OF AND UPDATE TO CUSTOMER'S PHYSICAL LOCATION, THERE MAY BE SOME DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY POPULATED INTO Vertical Telecom?s NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION, BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE.
** THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING Vertical Telecom E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE Vertical Telecom E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE Vertical Telecom NETWORK, THERE IS A POSSIBILITY THAT A Vertical Telecom 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, LEGACY, CIRCUIT-SWITCHED TELEPHONE NETWORKS.
** IF CUSTOMER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE Vertical Telecom EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE SERVICE, Vertical Telecom E911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT LOCAL EMERGENCY OPERATOR.

7.8. E911 LIMITATION OF LIABILITY AND INDEMNITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT Vertical Telecom WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING Vertical Telecom OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Vertical Telecom, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.

8. EQUIPMENT. To provide the Services, Vertical Telecom may provide Equipment to Customer. All Equipment shipments are F.O.B. Vertical Telecom?s facility. Vertical Telecom?s liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to Customer upon delivery to carrier. Customer will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Services. Customer shall be required to obtain authorization from Vertical Telecom to return any Equipment. Vertical Telecom will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. Vertical Telecom will not cover replacement for lost, stolen or modified equipment. Equipment returned by Customer that is not covered under warranty may be refused by Vertical Telecom, and Customer will be responsible to pay return shipping charges.

9. CUSTOMER DATA. Customer hereby grants to Vertical Telecom a non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide the Services to Customer. Except as expressly provided in this Section, Customer grants to Vertical Telecom no right, title, interest, or license in the Customer Data, and Customer hereby reserves for itself and its licensors all rights in and to all Customer Data.

10. BILLING, CHARGES AND PAYMENT.
10.1. PAYMENT OF SERVICE FEES. Customer will pay the Service Fee for Services ordered by Customer, and all other amounts due under the Agreement, pursuant to the terms of this Section 10.

10.2. CREDIT TERMS. All Services provided to Customer and covered by the Agreement shall at all times be subject to credit approval or review by Vertical Telecom. Customer will provide such credit information or assurance as is requested by Vertical Telecom at any time. Vertical Telecom, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

10.3. BILLING. Vertical Telecom will provide Customer with a monthly on-line billing statement for the Services provided each calendar month and bill all charges invoiced to Customer's account. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly Service Fees are paid in advance of each month's service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. Billing for monthly Service Fees commences upon ordering of the Services and the first month's monthly service fee shall be prorated to take into account any partial calendar month that may occur as the result of the date monthly service fees are initiated.

10.4. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment, Vertical Telecom may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the greater of ten dollars ($10.00) or 1.5% per month. A fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve Customer from paying any amounts due hereunder.

10.5. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides Vertical Telecom with an appropriate exemption certificate. If any amounts paid for the Services are refunded by Vertical Telecom, applicable taxes may not be refundable.

10.6. REGULATORY RECOVERY FEE. A regulatory recovery fee will be charged monthly to offset costs incurred by Vertical Telecom in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The regulatory recovery fee will apply to every phone number assigned, including toll free and virtual numbers.

10.7. DISCONNECTION AND OVERAGE FEES. If a Customer terminates a Service Plan (excluding a Plus Extension) associated to a physical telephone or DTA within twelve (12) months of the initial purchase of the Services, Vertical Telecom shall charge a service disconnection fee of fifty-nine dollars and ninety-nine cents ($59.99) for each physical telephone or DTA. If a Customer terminates a Plus Extension Service Plan within twenty-four (24) months of the initial purchase of the Services, Vertical Telecom shall charge a disconnection fee of two hundred dollars ($200.00) for each Plus Extension. If a Customer of Vertical Telecom VoIP QoS Management Service or video services terminates service within twelve (12) months of the initial purchase of the Services, Vertical Telecom shall charge a disconnection fee of ninety-nine dollars and ninety-nine cents ($99.99). Disconnection fees shall be invoiced to Customer when Customer notifies Vertical Telecom of the cancellation of the Services. If an Customer terminates the Agreement, or some of the Services provided under the Agreement, before the end of the Initial Term or any Renewal Term (the "Terminated Term"), Vertical Telecom will charge the Customer, and the Customer will pay, an early termination charge equal to 100% of the Monthly Service Fee for the terminated Service(s) multiplied by the number of months remaining in the Terminated Term on the date of termination. The early termination charge is in addition to the full Monthly Service Fee payable under Section 6.3 for the month of termination. If the Terminated Term is the Initial Term, Vertical Telecom will also charge the Customer, and the Customer will pay, any unpaid non-recurring charges waived at the beginning of the Initial Term. Vertical Telecom reserves the right to charge overage fees when the Customer exceeds the usage limits on applicable services which includes but is not limited to recording services on Virtual Meeting licenses ($0.15 for every 1MB increment) and Virtual Office Pro extensions ($12.99 for every 1GB increment). All fees, including Service Fees, payable under the applicable Service Plan shall be non-refundable and non-creditable. The Virtual Office Pro Softphone Edition and Virtual Office Solo plans are on month-to-month agreements and are not subject to the disconnection fee.

10.8. RATE CHANGES. Vertical Telecom may change the prices for the Services and toll charges from time to time. Vertical Telecom may change prices, Service Plans, taxes or fees without any advance notice. For Customers on one, two, three or five year Service Plans, rates will not be increased during the Initial Term, with the exception of tax or fee changes and international toll calling rates. In the event of a change in prices or toll charges, Vertical Telecom will post such changed rates to the website currently located at http://www.verticaltelecom.com. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates. The Service Fees effective upon any renewal of the Agreement shall be Vertical Telecom?s then-current Service Fees for the applicable Services.

10.9. AVAILABILITY. Customer acknowledges and agrees that the Services will not be available 100% of the time. Credit allowances for interruption of the Services shall not be provided.

10.10. DISCOUNTS. From time to time in its sole discretion, Vertical Telecom may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided to Vertical Telecom upon purchase of the Services. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for services retroactively.

10.11. BILLING DISPUTES. Customer must dispute any charges for the Services in writing to Vertical Telecom within thirty (30) days of the date of the charge by Vertical Telecom. If Customer fails to provide a written statement disputing the charges within such time, Customer waives any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to: Billing Department, Vertical Telecom, Inc. 115 Martin Luther King Jr Dr, Suite 277, Atlanta, GA 30303 -or- claims@Vertical Telecom.com.

11. TOLL CHARGES. Every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN"), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Service Plan, which Vertical Telecom will include in bills and Customer will pay. Calls to a phone number outside the United States and Canada to a non-Vertical Telecom telephone number will be charged at the current rates published on the Vertical Telecom website. The duration of each call is to be calculated in one-minute increments and rounded up to the nearest one-minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When Customer dials an international PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by a Customer to an international mobile, rather than landline, or premium rate telephone number, may result in higher toll charges.

12. TELEPHONE NUMBER. Any telephone number provided by Vertical Telecom ("Number") to the Customer shall be leased and not sold. Customer will not use the Number with any other device other than the Equipment without the express written permission of Vertical Telecom. Vertical Telecom reserves the right to change, cancel or move the Number at its sole discretion.

13. MONITORING SERVICES USE. Customer agrees that Vertical Telecom is entitled to monitor Customer's use of Service, at Vertical Telecom?s expense.

14. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. Customer shall not modify the Equipment in any way without the express written permission of Vertical Telecom. Customer shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, Customer is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue to receive Services. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. Customer shall immediately notify Vertical Telecom of any lost or stolen Equipment and shall cooperate with Vertical Telecom in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At Vertical Telecom?s sole option, failure to report lost or stolen equipment in a timely manner will cause Customer to be responsible for all Service Fees accrued until the time that Vertical Telecom is informed of the loss or theft and Vertical Telecom is entitled to terminate the Services and Agreement following Customer's breach of this Section.

15. PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity, or threatens or compromises the security of Vertical Telecom, its vendors, or the Services whether directly or indirectly, is strictly prohibited and permits Vertical Telecom to terminate the Services and the Agreement without prior notice at the sole discretion of Vertical Telecom. Customer acknowledges that neither Vertical Telecom nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. Customer will NOT use the Services in ways that violate applicable laws (including but not limited to laws prohibiting transmission of unsolicited fax advertisements or laws on obtaining third party consent for call recording), infringe the rights of others, or interfere with the users, Agents, services, or equipment of the network. Customer agrees, represents, and warrants that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or charge for the Services or the Equipment without the advance express written permission of Vertical Telecom. Vertical Telecom?s Service Plans for Customers that offer unlimited minutes of PSTN calls ("Unlimited PSTN Plans") or unlimited faxing are for reasonable business use of Customer only. Such use shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing (including without limitation charitable or political solicitation or polling), call center operations, junk faxing, fax spamming, calling/faxing any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with reasonable business usage. Customer will not use the Services to send unsolicited commercial e-mail to recipients outside Customer's organization. Customer shall not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature. Customers further agree not to transmit any material that encourages conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law. Any use found to be inconsistent with this restriction will result in termination of the Services. Vertical Telecom reserves the right to immediately terminate or modify the Services of any Customer using Unlimited PSTN or fax Service Plan if Vertical Telecom determines, in its sole discretion, that Customer is not using the Unlimited PSTN or fax Services Plan for Customer's reasonable business use.

16. USE, STORAGE AND OTHER LIMITATIONS. Vertical Telecom reserves the right to establish or modify general practices and limits concerning use of the Services and Software, including without limitation, the maximum number of days that content will be retained by the Service, the maximum disk space and/or bandwidth capacity that will be allotted on servers owned and/or operated by Vertical Telecom on Customer's behalf, if any. Where practical, Vertical Telecom will provide the Customer with prior notice of such new or modified practices; provided however, that Vertical Telecom shall have the absolute right to implement such new or modified practices without prior notice in its sole discretion and without liability or any kind.

17. ELECTRONIC RECORDING. Customer acknowledges and understands that there are federal and state statutes governing the electronic recording of telephone conversations and that Vertical Telecom will not be liable for any illegal use of the service. Because Customer circumstances vary widely, Customers should carefully review their own circumstances when deciding whether to use the recording features of the service and it is the Customer's responsibility to determine if the electronic recordings are legal under applicable federal and state laws. Vertical Telecom is not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of electronic recordings or the use of its products by the Customer, whether legal or illegal, and Customer will indemnify and hold Vertical Telecom harmless for any claims, damages, fines, or penalties arising out of Customer's failure to adhere to applicable electronic recording laws. Vertical Telecom?s electronic recording policy at http://www.verticaltelecom.com/TermsandConditions/RecordingLaws.aspx provides additional information on electronic recording and is incorporated by reference in the Agreement as if fully set forth.

18. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF CUSTOMER COMMUNICATIONS. Customer is solely responsible for maintaining the confidentiality of Customer's Login, and will not to transfer Login, email address or password, or lend or otherwise transfer use of or access to the Vertical Telecom Services, to any third party. Customer is solely responsible for any and all activities that occur under Customer's account. Customer will comply with applicable foreign, federal, state, and local law in its use of the Services, including but not limited to laws regarding online behavior, acceptable content, and the transmission of equipment and information under applicable export laws. Recognizing the global nature of the Internet, Customer also agrees to comply with applicable local rules or codes of conduct (including, if applicable, codes of conduct or policies imposed by employers) regarding online behavior and acceptable content. Use of the Services is void where prohibited. Customer will immediately notify Vertical Telecom of any unauthorized use of Customer's account or any other breach of security related to Customer's account or the Vertical Telecom Services, and to ensure that Customer completes a "log off"/exit from Customer's account (if applicable) at the end of each session. Vertical Telecom is not liable for any loss or damage arising from Customer failure to comply with any of the foregoing obligations. In consideration for using the Vertical Telecom Services, Customer will: (1) provide certain current, complete, and accurate information about Customer when prompted to do so by the Vertical Telecom Services, and (2) maintain and update this information as required to keep it current, complete and accurate. Customer warrants that any such information will be accurate. Customer agrees that Customer is solely responsible for the content of all visual, written or audible communications ("Content") sent by Customer or displayed or uploaded by Customer in using the Services. Although Vertical Telecom is not responsible for any such communications, Vertical Telecom may delete any such communications of which Vertical Telecom becomes aware, at any time without notice to Customer. Customer retains copyright and any other rights already held in content that Customer submits, posts or displays on or through, the Services. Customer understands and agrees that by displaying, exchanging or uploading Content to a Vertical Telecom website, transmitting Content using the Services or otherwise providing Content to Vertical Telecom, Customer automatically grant (and warrant and represent Customer has a right to grant) to Vertical Telecom a world-wide, royalty-free, sub-licensable (so Vertical Telecom affiliates, contractors, resellers and partners can deliver the Services) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content in the course of offering the Services, including associates websites ("Sites").

19. RESPONSIBILITY FOR CONTENT OF OTHERS. Customer acknowledges that Agents or other users of the Services ("Users") may violate one or more of the above prohibitions, but Vertical Telecom assumes no responsibility or liability for such violation. If Customer becomes aware of misuse of the Services by any person, please contact Vertical Telecom Customer Support at 1-866-879-8647. Vertical Telecom may investigate any complaints and violations that come to its attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User or Agent profiles and/or Login. However, because situations and interpretations vary, Vertical Telecom also reserves the right not to take any action. Under no circumstances will Vertical Telecom be liable in any way for any data or other content available on a Site, viewed or actions taken while using the Services, including, but not limited to, any errors or omissions in any such data, content or activity or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data, content or activities incurred from the actions taken on a Site. Vertical Telecom does not endorse and has no control over what Users or Agents post, submit to or do on a Site. Customer acknowledges that Vertical Telecom cannot guarantee the accuracy of any information submitted by any Agent or User of a Site, nor any identity information about any Agent or User. Vertical Telecom reserves the right, in its sole discretion, to reject, posting or other data, or to restrict, suspend, or terminate any User's or Agent's access to all or any part of Services or any Site at any time, for any or no reason, with or without prior notice, and without liability. Vertical Telecom reserves the right to investigate and take appropriate action against anyone who, in Vertical Telecom?s sole discretion, is suspected of violating this Agreement, including without limitation, reporting Customer or any User to law enforcement authorities.

20. CHANGES TO THE AGREEMENT, SERVICES OR SERVICE PLAN. Vertical Telecom reserves the right to make changes to the terms and conditions of these Terms and Conditions and/or the Services ("Change of Service"). In the event of a Change of Service, Vertical Telecom will post to the website currently located athttp://www.verticaltelecom.com/terms/. Customer may request a Service Plan change at anytime. The Service Plan change will take effect in the first month after the Service Plan is changed. For a Service Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.

21. NOTICE. Notice will be considered received by Customers and such changes will become binding to Customers, on the date the changes are posted to http://www.verticaltelecom.com or other websites owned and managed by Vertical Telecom ("Change Date"), and no additional notice will be required. If Customer does not send Vertical Telecom notification of their desire to terminate the Agreement or uses the Services after the Change Date, Customer is deemed to have accepted and consented to the change of terms and conditions of the Service. If Customer does not consent to the change of service and terminates this agreement, Customer will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee.

22. PRIVACY. Vertical Telecom utilizes the public Internet and third party networks to provide fax, voice, chat, and video communication services. Accordingly, Vertical Telecom cannot guarantee the confidentiality or security of fax, voice, chat, and video communications of Customer. Vertical Telecom is committed to respecting Customer's privacy, and the privacy of callers using the Services. Once Customer chooses to provide or gather personally identifiable information using the Services, it will only be used in connection with Customer's relationship with Vertical Telecom or otherwise to deliver Services. Vertical Telecom will not sell, rent, or lease Customers' personally identifiable information to others, except to a successor in interest or assignee of Vertical Telecom purchasing all or substantially all of the assets of Vertical Telecom, or acquiring a majority of the voting equity of Vertical Telecom. Unless required by law or judicial or administrative process, or if Customer's prior permission is obtained, Vertical Telecom will only share the personal data Customer provides or gathers using the Services with other Vertical Telecom affiliates and/or business partners that are acting on Vertical Telecom?s behalf to provide the Services. Such Vertical Telecom affiliates and/or national or international business partners are governed by Vertical Telecom?s privacy policy ("Privacy Policy") with respect to the use of this data. The Privacy Policy appears at http://www.verticaltelecom.com/TermsandConditions/PrivacyPolicy.aspx and is incorporated by reference in the Agreement as if fully set forth. Vertical Telecom is required to file numerous reports with different administrative bodies. As such, Vertical Telecom may provide aggregate statistics about customers, sales and traffic patterns. None of these reports or statistics will include personally identifiable information. However, Vertical Telecom reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either Vertical Telecom or any company affiliated with Vertical Telecom. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law or judicial or administrative process, Vertical Telecom may disclose personally identifiable information.

23. RETURNS AND ADJUSTMENTS. No Equipment may be returned by Customer for any reason without prior approval of Vertical Telecom. All returns shall be in original packaging or equivalent. Customer shall be responsible for all costs related to shipping to Vertical Telecom any Equipment that is being returned. Any Equipment returned to Vertical Telecom without prior authorization for its return or proper packaging may be refused. In order to obtain an appropriate refund, upon cancellation Customer must immediately obtain a return material authorization number from Vertical Telecom, return to Vertical Telecom any Equipment provided hereunder, undamaged and in good working condition, in its original packaging and with its original content or otherwise will be immediately responsible for paying to Vertical Telecom an amount equal to the fair retail price of the equipment minus any payments Customer had previously paid specifically for such Equipment.

24. TECHNICAL SUPPORT. Vertical Telecom provides technical support to Customers via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied and except as stated in this Section, Vertical Telecom has no obligation to provide additional technical support.

25. BREACH. In the event of Customer's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, Customer shall reimburse Vertical Telecom for all attorneys' fees and court, collection and other costs incurred by Vertical Telecom in the enforcement of Vertical Telecom?s rights hereunder and Vertical Telecom may keep any deposits or other payments made by Customer.

26. INDEMNIFICATION. Customer agrees to defend, indemnify and hold Vertical Telecom, and its affiliates, directors, officers, employees, attorneys, agents, and vendors harmless from any claims or damages relating to this Agreement.

27. WARRANTIES. Vertical Telecom warrants that the Services will substantially conform to the Documentation during the term of this Agreement. Vertical Telecom will use commercially reasonable efforts to pass through to Customer manufacturers' warranties on equipment.

28. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 27 THE AGREEMENT, THE PRODUCTS AND OTHER SERVICES PROVIDED HEREIN ARE PROVIDED "AS IS" AND Vertical Telecom MAKES NO WARRANTIES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER Vertical Telecom NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO Vertical Telecom?s OR CUSTOMER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF Vertical Telecom?s OR ITS VENDORS' NEGLIGENCE. NEITHER Vertical Telecom NOR ITS VENDORS WILL BE LIABLE FOR MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN Vertical Telecom. NEITHER Vertical Telecom NOR ITS VENDORS WILL BE LIABLE FOR DELAYS OR INTERUPTIONS IN ACCESS TO OR USE OF THE SERVICES RESULTING FROM CUSTOMER'S EQUIPMENT, USE OF THE INTERNET, OR TELECOMMUNICATIONS SYSTEMS NOT UNDER Vertical Telecom?s CONTROL, AND Vertical Telecom SHALL HAVE NO LIABILITY FOR ANY SUCH DELAYS OR INTERRUPTIONS.

29. EXCLUSIVE REMEDY. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, WHICH Vertical Telecom SHALL BE ENTITLED TO ELECT IS REPAIR, REPLACEMENT, CREDIT OR, REFUND. Vertical Telecom MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR.

30. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL Vertical Telecom OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF Vertical Telecom OR ITS VENDORS OR OTHERWISE. IN NO EVENT SHALL Vertical Telecom?s TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY CUSTOMER TO Vertical Telecom (OR CONTACTUAL, INC. BEFORE IT) IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.

31. EXPORT COMPLIANCE. Customer agrees to comply with U.S. export laws, and applicable export laws that apply in Customer's location(s), concerning the transmission of technical data and other regulated materials via the Services.

32. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, Customer shall relinquish and discontinue use of any Numbers, voice mail access numbers, Logins and/or web portals Sites assigned to Customer by Vertical Telecom or its vendors.

33. SOFTWARE COPYRIGHT. The Software is protected by copyright law and international treaty provisions. The Software is subject to the terms and conditions in licenses of third parties, and Vertical Telecom will use commercially reasonable efforts to pass through licenses for Software sublicensed to Customer in providing Vertical Telecom?s Services. Customer has no right to inspect, possess, use, copy, or attempt to discover the source code (or any portion thereof) used to create any Software, except to the extent that Customer is expressly permitted to decompile the Software under applicable law and Customer notifies Vertical Telecom of Customer's intention to decompile the Software and Customer's reason to do so.

34. SURVIVAL. The provisions of sections 2, 6.3, 7, 10, 22, 23, 25, 26, 28, 29, 30, 32, 34, 35, 36, 37, 38, 39, 40, 41, and 42 shall survive any expiration or termination of the Agreement.

35. NOTICES. Vertical Telecom communicates with Customers primarily via email. Notices to Customer shall be sent to the email address specified by Customer at the time Customer ordered the Services or as subsequently specified by Customer ("Email Address"). Customer is responsible for notifying Vertical Telecom of any Email Address changes. Customer agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that Customer read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder. All notices and communications required or permitted to be sent to Vertical Telecom under this Agreement shall be in writing and sent to the following address or email address: Director of Customer Service, Vertical Telecom, Inc. 115 Martin Luther King Jr Dr, Suite 277, Atlanta, GA 30303 -or- notice@Vertical Telecom.com.

36. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Vertical Telecom shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, earthquake, tsunami, accident, riot, war, terrorism, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Vertical Telecom as may occur in spite of Vertical Telecom?s best efforts.

37. ENTIRE AGREEMENT. The terms and conditions of the Agreement, along with the rates posted to the website currently located at http://www.verticaltelecom.com or otherwise agreed to as part of the Agreement, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. The terms and conditions of the Agreement are in lieu of and replace any and all terms and conditions set forth in any documents issued by Customer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY CUSTOMER AT ANY TIME ARE HEREBY OBJECTED TO BY Vertical Telecom, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON Vertical Telecom. Except as set forth in Section 20, no waiver or amendment to this contract or these terms and conditions shall be binding on Vertical Telecom unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of Vertical Telecom.

38. GOVERNING LAW. The Agreement and the relationship between Customer and Vertical Telecom shall be governed by the laws of the State of Georgia without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

39. NO WAIVER. The failure of Vertical Telecom to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

40. SEVERABILITY. The unenforceability of any provision or provisions of the Agreement shall not render unenforceable or impair its remainder. If any provision of the Agreement is deemed invalid or unenforceable in whole or in part, the Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.

41. ASSIGNMENT; BINDING EFFECT. Customer shall not assign this Agreement or delegate Customer's duties hereunder without Vertical Telecom?s prior written consent. Subject to the foregoing, this agreement shall be binding upon the heirs, representatives, successors, and permitted assigns of Vertical Telecom and Customer.

42. HEADINGS. The headings in the Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.

Residential Term of use

This agreement ("Agreement") is between Vertical Telecom, Inc. ("Vertical Telecom") and an end user ("End User") of the Vertical Telecom IP Voice and Video Communications Service ("Vertical Telecom"). Any Vertical Telecom services or products ("Services") provided by Vertical Telecom to End User shall be governed by the terms and conditions herein. By activating the Services, END USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between End User and Vertical Telecom by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE; and (3) LIMITING Vertical Telecom?s LIABILITY UNDER THE AGREEMENT. End User acknowledges that they are of legal age to enter into this Agreement.

1. TERMS AND CONDITIONS. The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End User, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY END USER AT ANY TIME ARE HEREBY OBJECTED TO BY Vertical Telecom, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON Vertical Telecom. No waiver or amendment to this contract or these terms and conditions shall be binding on Vertical Telecom unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of Vertical Telecom.

2. TERM. The term of this Agreement ("Term") begins on the date that End User purchases Services and continues for the duration of the service period as defined by the service plan that is selected by End User ("Plan"). Subsequent terms of this Agreement automatically renew on a monthly basis without further action by End User unless End User gives Vertical Telecom written notice of non-renewal at least thirty (30) days before the end of the monthly term in which the notice is given. End User is purchasing the Service for full monthly terms, meaning that if End User attempts to terminate Service prior to the end of a monthly term, End User will be responsible for the full month's charges to the end of the then-current term, including, without limitation, unbilled charges plus any applicable disconnect fee, all of which immediately become due and payable. Expiration of the term or termination of the Services does not excuse the End User from paying all unpaid, accrued charges due in relation to the Agreement hereunder. If End User transfers or ports their phone number to a service provider other than Vertical Telecom, End User must contact Vertical Telecom to cancel the Services provided to End User by Vertical Telecom. If End User chooses to cancel the service before the end of the current Term, Disconnection Fees may apply as set forth below.

3. 911 & SERVICE LIMITATIONS. The Federal Communications Commission (FCC) requires that Vertical Telecom provide E911 Service to all End Users who use Vertical Telecom services within the United States. Sections 3.1-3.7 apply to all End Users who use Vertical Telecom services within the United States. Section 3.8 applies to all End Users.

3.1. 911 ACKNOWLEDGEMENT AND WARNING LABELS. END USER ACKNOWLEDGES THAT Vertical Telecom?s EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL WIRELINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 3 AND END USER AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICES, WHO MAY PLACE CALLS USING END USER'S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. Vertical Telecom WILL PROVIDE END USER WITH WARNING LABELS REGARDING THE LIMITATIONS OR UNAVAILABILITY OF 911 EMERGENCY DIALING. END USER AGREES TO PLACE A LABEL ON AND/OR NEAR EACH TELEPHONE OR OTHER CUSTOMER PREMISE EQUIPMENT ON WHICH THE SERVICES MAY BE UTILIZED. IF ADDITIONAL LABELS ARE REQUIRED, END USER MAY REQUEST THEM FROM Vertical Telecom. Vertical Telecom WILL PROVIDE END USER WITH ADVISORY NOTICES REGARDING 911 EMERGENCY DIALING AND REQUEST ACKNOWLEDGMENTS FROM END USER. END USER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT Vertical Telecom HAS ADVISED END USER OF THE CIRCUMSTANCES UNDER WHICH Vertical Telecom E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. Vertical Telecom ADVISES END USER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.

3.2. ELECTRICAL POWER. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.

3.3. INTERNET ACCESS. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IF THERE IS AN INTERRUPTION OF END USER'S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.

3.4. NON-VOICE SYSTEMS. END USER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. END USER HAS NO CLAIM AGAINST Vertical Telecom FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.

3.5. Vertical Telecom E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND FAX AND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON VIRTUAL NUMBERS, TOLL-FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. END USERS WHO SUBSCRIBE TO Vertical Telecom E911 SERVICE WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT (DTA OR VIDEOPHONE) WITH Vertical Telecom, EITHER ON THE Vertical Telecom.COM WEBSITE OR BY CALLING CUSTOMER SERVICE, AND AGREE TO UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. END USER ACKNOWLEDGES THAT Vertical Telecom?s ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. END USER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY Vertical Telecom WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO Vertical Telecom BY END USER. IN THE EVENT THAT THE PHYSICAL LOCATION HAS NOT BEEN UPDATED OR IS NOT COMPLETE, Vertical Telecom MAY ATTEMPT TO ROUTE A 911 CALL BASED UPON THE BILL-TO OR SHIP-TO ADDRESSES ASSOCIATED WITH THE END USER'S ACCOUNT OR INITIAL ORDER.

3.6. END USERS WHO ARE REQUIRED TO SUBSCRIBE TO Vertical Telecom E911 SERVICE WILL BE SUBJECT TO A MONTHLY E911 SERVICE CHARGE. THE MONTHLY E911 SERVICE FEE SHALL BE IN ADDITION TO THE APPLICABLE RESIDENTIAL OR BUSINESS PLAN CHARGES FOR THE ASSOCIATED LINE. THE MONTHLY CHARGE FOR Vertical Telecom E911 SERVICE IS ASSESSED ON A "PER-LINE" (THAT IS, PER PHONE NUMBER BASIS), AND WILL BE SET AT A LEVEL THAT REIMBURSES Vertical Telecom FOR THE DIRECT COSTS IT INCURS IN PROVIDING Vertical Telecom E911 SERVICE, INCLUDING EXPENSES Vertical Telecom INCURS, EITHER DIRECTLY OR INDIRECTLY, IN THE FORM OF STATE, COUNTY OR MUNICIPAL E911 SURCHARGES, E911 AUTOMATIC LOCATION INFORMATION (ALI) DATABASE STORAGE, LINE INFORMATION DATABASE AND CALLER ID (LIDB/CNAM) EXPENSES, AND ANY OTHER TAXES OR SURCHARGES DIRECTLY OR INDIRECTLY ASSOCIATED WITH THE PROVISION OF SERVICES TO END USERS SUBSCRIBING TO THIS SERVICE. Vertical Telecom RESERVES THE RIGHT TO ADJUST THE LEVEL OF CHARGES ASSOCIATED WITH THE PROVISION OF E911 SERVICES TO REFLECT INCREASES OR DECREASES IN THE COSTS IT INCURS. (SEE SECTION 15 REGARDING CHANGES TO THE AGREEMENT, SERVICES OR PLAN).

3.7. END USER ALSO ACKNOWLEDGES THAT Vertical Telecom E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE Vertical Telecom E911 SERVICES UNSUITABLE FOR SOME END USERS. BECAUSE END USER CIRCUMSTANCES VARY WIDELY, END USERS SHOULD CAREFULLY EVALUATE THEIR OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON Vertical Telecom E911 SERVICE. END USER ACKNOWLEDGES THAT IT IS END USER'S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET END USER'S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH Vertical Telecom E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:

** Vertical Telecom E911 SERVICE WILL NOT FUNCTION IF END USER'S DTA, PHONE OR VIDEOPHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF END USER'S Vertical Telecom SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS A POWER OUTAGE, END USER MAY BE REQUIRED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE BEING ABLE TO USE THE Vertical Telecom SERVICE, INCLUDING FOR E911 PURPOSES.
** AFTER INITIAL ACTIVATION OF THE E911 SERVICE, AND FOLLOWING ANY CHANGE OF AND UPDATE TO END USER'S PHYSICAL LOCATION, THERE MAY BE SOME DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY POPULATED INTO OUR NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION, BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE.
** THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING Vertical Telecom E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE Vertical Telecom E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE Vertical Telecom NETWORK, THERE IS A POSSIBILITY THAT A Vertical Telecom 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, LEGACY, CIRCUIT-SWITCHED TELEPHONE NETWORKS.
** IF END USER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE Vertical Telecom EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE SERVICE, Vertical Telecom E911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT LOCAL EMERGENCY OPERATOR.
3.8. END USER ACKNOWLEDGES AND UNDERSTANDS THAT Vertical Telecom WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING Vertical Telecom OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. END USER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Vertical Telecom, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO END USER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, END USER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.
4. EQUIPMENT. To provide the Services, Vertical Telecom may provide Equipment to End User. All Equipment shipments are F.O.B. Vertical Telecom?s facility. Vertical Telecom?s liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to End User upon delivery to carrier. End User will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Services. End User shall be required to obtain authorization from Vertical Telecom to return any Equipment. Vertical Telecom will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. Vertical Telecom will not cover replacement for lost, stolen or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by Vertical Telecom, and End User will be responsible to pay return shipping charges. End Users who purchased through a Retail outlet may return within the first thirty (30) days to the place of purchase, or such shorter period as set forth in the Retail outlet's return policy; after the return period has lapsed they can contact Vertical Telecom regarding warranty replacement.

5. BILLING, CHARGES AND PAYMENT.

5.1. PAYMENT. Upon purchase of the Service, End User must provide Vertical Telecom with a valid credit card number from an issuer that is accepted by Vertical Telecom. End User authorizes Vertical Telecom to charge the credit card number provided by End User ("Credit Card") for all charges arising from End User's use of the Services. End User agrees to notify Vertical Telecom of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. Vertical Telecom shall not be responsible for any charges made by the Credit Card issuer to End User's Credit Card account for exceeding credit limit, insufficient funds or other reasons.

5.2. CREDIT TERMS. All Services provided to End User and covered by the Agreement shall at all times be subject to credit approval or review by Vertical Telecom. End User will provide such credit information or assurance as is requested by Vertical Telecom at any time. Vertical Telecom, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

5.3. BILLING. Vertical Telecom will provide End User with a monthly on-line billing statement for the Services and bill all charges invoiced to End User's account to the Credit Card. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly service fees are paid in advance of each month's service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. Vertical Telecom reserves the right to charge the Credit Card for cumulative charges due, if at any time End User's out-of-plan toll minutes for the current month exceed ten dollars ($10.00). Billing for monthly service fees commences upon purchase of the Services on the web site, and the first month's monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated.

5.4. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined Credit Card charges, Vertical Telecom may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by Vertical Telecom. If charges cannot be processed to the Credit Card and the End User's account is suspended, End User will be charged a fee of ten dollars ($10.00) to activate the account. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.

5.5. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by End User and will be added to any amounts otherwise charged to End User unless End User provides Vertical Telecom with an appropriate exemption certificate. If any amounts paid for the Services by End User are refunded by Vertical Telecom, applicable taxes may not be refundable.

5.6. REGULATORY RECOVERY FEE. A Regulatory Recovery Fee will be charged monthly to offset costs incurred by Vertical Telecom in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The Regulatory Recovery Fee will apply to every phone number assigned, including toll free and virtual numbers.

5.7. TRIAL PERIOD. Vertical Telecom offers a thirty (30) day trial period ("Trial Period") to new End Users for their first Vertical Telecom account. The Trial Period commences upon the purchase of Services by End User on the Vertical Telecom web site or purchase of Equipment from a retailer. If End User is not satisfied with the Services during the Trial Period, End User may obtain a refund of the Equipment cost, activation fee, and monthly service fee. Applicable taxes will be refunded to the extent allowed by law. Shipping charges will not be refunded. To obtain a refund, End User must: a) Notify Vertical Telecom within thirty (30) days of purchase of the Services on the web site and obtain a return material authorization number from Vertical Telecom for the Equipment and, b) and Return the Equipment to Vertical Telecom within seven (7) days of cancellation of the Services in its original, unaltered condition with all packaging intact. The Trial Period refund shall not apply to End Users that have trial period usage in excess of three hundred (300) minutes, and the Trial Period shall expire when End User exceeds three hundred minutes of usage. Retail customers will be required to return the Equipment to the place of purchase within thirty (30) days (or such shorter period as set forth in the retail outlet's return policy) of purchase to receive any refund.

5.8. DISCONNECTION FEES. Subsequent to the expiration of the Trial Period, if an End User terminates fax or voice Services within twelve (12) months of the initial purchase of these Services, Vertical Telecom shall charge a Disconnection Fee of fifty-nine dollars and ninety-nine cents ($59.99) for each fax or voice line and nine dollars and ninety-nine cents ($9.99) for a virtual number, toll free number or Softalk feature. If an End User of video Services terminates these Services within twelve (12) months of the initial purchase of the Services, Vertical Telecom shall charge a Disconnection Fee of ninety-nine dollars and ninety-nine cents ($99.99). The Disconnection Fee shall be waived after End User completes twelve (12) months of consecutive service. Disconnection Fees shall be billed to End User's credit card when End User notifies Vertical Telecom of the cancellation of the Services. From time to time, Vertical Telecom may sponsor promotional limited-time offers that provide a rebate on Equipment. An additional Disconnection Fee may apply to these offers and End User should review the terms of such offers. Submission of a rebate form, whether by US mail or on-line, represents agreement with the terms and conditions of such offer, including a higher Disconnection Fee, if applicable.

5.9. RATE CHANGES. Vertical Telecom may change the prices for the Services and toll charges from time to time. Vertical Telecom may change prices, plans, taxes or fees without any advance notice. In the event of a change in prices or toll charges, Vertical Telecom will post such changed rates to the web site currently located athttp://www.verticaltelecom.com. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates.

5.10. CREDITS. End User acknowledges and agrees that the Services are provided "as is, where is." Credit allowances for interruption of the Services shall not be provided.

5.11. DISCOUNTS. From time to time in its sole discretion, Vertical Telecom may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be entered by End User upon purchase of the Services. End User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.

5.12. BILLING DISPUTES. End User must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by Vertical Telecom or End User waives any objection and further recourse. Written statements disputing charges must be sent to: Billing Department Vertical Telecom, Inc. 115 Martin Luther King Jr Dr, Suite 277, Atlanta, GA 30303 -or- claims@Vertical Telecom.com

5.13. FREEDOM ANNUAL. The annual service fee for the Freedom Annual plan is payment for twelve consecutive months of service which commences on the Activation Date. End User will be responsible for any additional charges (such charges shall include activation fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges) for services or usage not covered by the plan which will be billed on a monthly basis. If End User cancels the service prior to the end of the annual period, there is no refund. At the conclusion of the annual period, the Service will automatically renew to the Freedom Annual Service for another year of service, unless End User chooses to switch to an alternate pricing plan or cancel service prior to the anniversary of the Activation Date.

6. TOLL CHARGES. Every call to or from Equipment using the Services that originate or terminate in the Public Switched Telephone Network ("PSTN"), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Plan. Calls to a phone number outside the United States and Canada to a non-Vertical Telecom phone number will be charged at the current rates published on the Vertical Telecom web site. The duration of each call is to be calculated in one minute increments and rounded up to the nearest one minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When End User dials an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by an End User to an International mobile, rather than landline, or information services or premium rate telephone number may result in higher toll charges. These toll charges are listed on the VerticalTelecom.com website.

7. TELEPHONE NUMBER. Any telephone number provided by Vertical Telecom ("Number") to the End User shall be leased and not sold. End User is not to use the Number with any other device other than the Equipment without the express written permission of Vertical Telecom. Vertical Telecom reserves the right to change, cancel or move the Number at its sole discretion.

8. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Equipment in any way without the express written permission of Vertical Telecom. End User shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, End User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. End User shall immediately notify Vertical Telecom of any lost or stolen Equipment and shall cooperate with Vertical Telecom in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At Vertical Telecom?s sole option, failure to report lost or stolen equipment in a timely manner will cause End User to be responsible for all service fees accrued until the time that Vertical Telecom is informed of the loss or theft and can effect a termination of the Services.

9. PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of Vertical Telecom or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services at the sole discretion of Vertical Telecom. End User understands that neither Vertical Telecom nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End User agrees that it will NOT use the Services in ways that violate laws (including but not limited to laws prohibiting transmission of unsolicited fax advertisements), infringe the rights of others, or interfere with the users, services, or equipment of the network. End User agrees and represents that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of Vertical Telecom.

10. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF END USER COMMUNICATIONS. End Users are solely responsible for maintaining the confidentiality of End User password and account, and agree not to transfer email address or password, or lend or otherwise transfer use of or access to the Vertical Telecom Service, to any third party. End Users are also solely responsible for any and all activities that occur under End User account. End User agree to immediately notify Vertical Telecom of any unauthorized use of End User account or any other breach of security related to End User account or the Vertical Telecom Service, and to ensure that End User "log off"/exit from End User account (if applicable) at the end of each session. Vertical Telecom is not liable for any loss or damage arising from End User failure to comply with any of the foregoing obligations. In consideration for using the Vertical Telecom Service, End User agrees to: (1) provide certain current, complete, and accurate information about End User when prompted to do so by the Vertical Telecom Service, and (2) maintain and update this information as required to keep it current, complete and accurate. End User agrees that any such information shall be accurate. End User agrees that End User are solely responsible for the content of all visual, written or audible communications ("Content") sent by End User or displayed or uploaded by End User in using the Services. End User agrees that End User will not use the Services to send unsolicited commercial e-mail outside End User company or organization in violation of applicable law. End User further agrees not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Recognizing the global nature of the Internet, End User also agree to comply with applicable local rules or codes of conduct (including codes imposed by End User employer) regarding online behavior and acceptable content and the transmission of technical data exported from the United States or the country in which End User reside. Vertical Telecom reserves the right to investigate and take appropriate action against anyone who, in Vertical Telecom?s sole discretion, is suspected of violating this provision, including without limitation, reporting End User to law enforcement authorities. Use of the Services is void where prohibited. Although Vertical Telecom is not responsible for any such communications, Vertical Telecom may delete any such communications of which Vertical Telecom becomes aware, at any time without notice to End User. End User retains copyright and any other rights already held in Content which End User submits, posts or displays on or through, the Services. End User understands and agrees that by displaying, exchanging or uploading Content to a Vertical Telecom website, transmitting Content using the Services or otherwise providing Content to Vertical Telecom, End User automatically grant (and warrant and represent End User have a right to grant) to Vertical Telecom a world-wide, royalty-free, sublicensable (so Vertical Telecom affiliates, contractors, resellers and partners can deliver the Services) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content in the course of offering the Site and/or the Services.

11. RESPONSIBILITY FOR CONTENT OF OTHERS. Be advised that other users of the Services ("Users") may violate one or more of the above prohibitions, but Vertical Telecom assumes no responsibility or liability for such violation. If End User becomes aware of misuse of the Services by any person, please contact Vertical Telecom Customer Support at 1-866-879-8647. Vertical Telecom may investigate any complaints and violations that come to its' attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. However, because situations and interpretations vary, Vertical Telecom also reserves the right not to take any action. Under no circumstances will Vertical Telecom be liable in any way for any data or other content available on a Site or viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content on the Site. If at any time End User are not happy with a Site or the Services or object to any material on a Site, End User sole remedy is to cease using the Site or the Services. Vertical Telecom does not endorse and has no control over what Users post or submit to a Site. End User acknowledges that Vertical Telecom cannot guarantee the accuracy of any information submitted by any User of a Site, nor any identity information about any User. Vertical Telecom reserves the right, in its sole discretion, to reject, posting or other data, or to restrict, suspend, or terminate any User's access to all or any part of a Site or Services at any time, for any or no reason, with or without prior notice, and without liability. Vertical Telecom reserves the right to investigate and take appropriate action against anyone who, in Vertical Telecom?s sole discretion, is suspected of violating this provision, including without limitation, reporting End User or any User to law enforcement authorities.

12. PERSONAL USE. Vertical Telecom?s Service Plans for residential End Users that offer unlimited minutes of PSTN calls ("Unlimited PSTN Plans") are for the reasonable personal residential use of End User only. This means that End User is not to resell or transfer the Service or Equipment to any other person for any purpose, without express written permission from Vertical Telecom in advance. End Users shall not use the Services for commercial or governmental purposes, or for profit or non-profit activities, including, but not limited to, home office, business, sales, tele-commuting, autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing, junk faxing, fax spamming, calling/faxing any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with personal and residential usage. End User shall not transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. End Users further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. End User agrees to notify Vertical Telecom immediately if usage of the Unlimited PSTN Plans changes from personal residential to business use and to subscribe to a business plan. Vertical Telecom reserves the right to immediately terminate or modify the Services of any End User using Unlimited PSTN Plans if Vertical Telecom determines, in its sole discretion, that End User is not using the Unlimited PSTN Plans for End User's reasonable personal residential use.

13. INTERNATIONAL USE. Unlimited PSTN Plans are only for the personal use of individuals whose primary residence and place of operation of the Service is the United States or Canada. Any use found to be inconsistent with this location restriction will result in the plan being automatically changed to an International User plan or termination of the Service at the sole discretion of Vertical Telecom. Vertical Telecom reserves the right to immediately terminate or modify the Services of any End User using Unlimited PSTN Plans if Vertical Telecom determines, in its sole discretion, that End User is using the Unlimited PSTN Plans outside of the United States or Canada. If the Service is used outside of the United States or Canada at any point as determined solely by Vertical Telecom, then Vertical Telecom reserves the right at its sole discretion to immediately move the End User's account and any other accounts of that same End User to the International user plan retroactive to the billing period that the first unit was used outside the United States or Canada.

14. COMMERCIAL USE. End User agrees that the use of the Service and/or Equipment for activities other than reasonable personal residential use will obligate End User to pay Vertical Telecom?s higher rates for business services for all periods of such use, including past periods, in which End User used the Service for commercial or governmental purposes. If End User subscribes to Vertical Telecom Virtual Office or another business plan ("Business Plans"), the Service and Equipment are provided to End User as a small business user. This means that End User is not to resell or transfer the service or Equipment to any other person for any purpose, without express written permission from Vertical Telecom in advance. End User agrees that Vertical Telecom Business Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting. Vertical Telecom reserves the right to immediately terminate or modify the Service, if Vertical Telecom determines, in its sole discretion, that End User's Business Plans' Service is being used for any of the aforementioned activities.

15. CHANGES TO THE AGREEMENT, SERVICES OR PLAN. Vertical Telecom reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan (a "Change of Service"). In the event of a Change of Service, Vertical Telecom will post to the Web Site currently located at http://www.verticaltelecom.com/terms/. Notice will be considered received by End Users and such changes will become binding to End Users, on the date the changes are posted to the Web Site ("Change Date"), and no additional notice will be required. If End User does not send Vertical Telecom notification of their desire to terminate this agreement or uses the Service after the Change Date, End User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End User does not consent to the change of service and terminates this agreement, End User will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. The Plan change will take effect in the first month after the Plan is changed. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.

16. TERMINATION. End User agrees to provide Vertical Telecom with thirty (30) days notice of termination. End User shall be responsible for the full monthly service fee for the month during which the notice of termination of service is provided to Vertical Telecom. In accordance with section 5, Disconnection Fees may apply. Vertical Telecom reserves the right, at its sole discretion, to suspend, terminate or change the Services without advance notice for any reason, including without limitation, misuse of the Services in any way, End User's breach of this Agreement, End User's failure to pay any sum due hereunder, suspected fraud or other activity by End User that adversely affects the Services, Vertical Telecom, Vertical Telecom?s network or other End Users' use of the Services. Vertical Telecom reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that Vertical Telecom?s determination is final and binding on End User. Vertical Telecom may require an activation fee to change or resume a terminated or suspended account.

17. PRIVACY. Vertical Telecom utilizes the public Internet and third party networks to provide fax, voice and video communication services. Accordingly, Vertical Telecom cannot guarantee the security of fax, voice and video communications of End User. Vertical Telecom is committed to respecting an End User's privacy. Once End User chooses to provide personally identifiable information, it will only be used in the context of the End User's relationship with Vertical Telecom. Vertical Telecom will not sell, rent, or lease End Users' personally identifiable information to others. Unless required by law or subpoena or if End User's prior permission is obtained, Vertical Telecom will only share the personal data End User provides with other Vertical Telecom entities and/or business partners that are acting on Vertical Telecom?s behalf to complete the activities described herein. Such Vertical Telecom entities and/or national or international business partners are governed by Vertical Telecom?s privacy policies with respect to the use of this data. Vertical Telecom is required to file numerous reports with different administrative bodies. As such, Vertical Telecom may provide aggregate statistics about customers, sales and traffic patterns. None of these reports or statistics will include personally identifiable information. However, Vertical Telecom reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either Vertical Telecom or any company affiliated with Vertical Telecom. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Vertical Telecom may disclose personally identifiable information.

18. RETURNS AND ADJUSTMENTS. No Equipment may be returned by End User for any reason without prior approval of Vertical Telecom. All returns shall be in original packaging or equivalent. End User shall be responsible for all costs related to shipping to Vertical Telecom any Equipment that is being returned. Any Equipment returned to Vertical Telecom without prior authorization for its return or proper packaging may be refused. In order to obtain an appropriate refund, upon cancellation End User must immediately obtain a return material authorization number from Vertical Telecom, return to Vertical Telecom any Equipment provided hereunder, undamaged and in good working condition, in its original packaging and with its original content or otherwise will be immediately responsible for paying to Vertical Telecom an amount equal to the fair retail price of the equipment minus any payments End User had previously paid specifically for said Equipment.

19. TECHNICAL SUPPORT. Vertical Telecom provides technical support to End Users via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied.

20. BREACH. In the event of End User's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse Vertical Telecom for all attorney, court, collection and other costs incurred by Vertical Telecom in the enforcement of Vertical Telecom?s rights hereunder and Vertical Telecom may keep any deposits or other payments made by End User.

21. INDEMNIFICATION. End User agrees to defend, indemnify and hold Vertical Telecom, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.

22. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL Vertical Telecom OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF LIFE, INJURY, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF Vertical Telecom OR ITS VENDORS OR OTHERWISE.

23. WARRANTY AND LIABILITY LIMITATIONS. Vertical Telecom MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER Vertical Telecom NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO Vertical Telecom?s OR END USER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF END USER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF Vertical Telecom?s OR ITS VENDORS' NEGLIGENCE. ANY CLAIM AGAINST Vertical Telecom MUST BE MADE WITHIN 90 DAYS OF THE EVENT OF THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER AND Vertical Telecom HAS NO LIABILITY THEREAFTER. Vertical Telecom?s LIABILITY IS LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND. Vertical Telecom MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR. ALL WARRANTIES COVER ONLY DEFECTS ARISING UNDER NORMAL USE AND DO NOT INCLUDE MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN Vertical Telecom. IN NO EVENT SHALL Vertical Telecom?s TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY END USER TO Vertical Telecom IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.

24. EXPORT COMPLIANCE. End User agrees to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Services. End User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.

25. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End User by Vertical Telecom or its vendors.

26. SOFTWARE COPYRIGHT. Any software used by Vertical Telecom to provide the Services and any software provided to End User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End User may not copy the software or any portion of it.

27. SURVIVAL. The provisions of section 3, 5, 18, 19, 20, 21, 22, 23, 27, 28 and 30 shall survive any termination of the Agreement.

28. NOTICES. Vertical Telecom communicates with End Users primarily via email. Notices to End User shall be sent to the email address specified by End User at the time of registration for the Services or as subsequently specified by End User ("Email Address"). End User is responsible for notifying Vertical Telecom of any Email Address changes. End User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that End User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder. 29. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Vertical Telecom shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Vertical Telecom as may occur in spite of Vertical Telecom?s best efforts.

30. GOVERNING LAW / RESOLUTION OF DISPUTES.

30.1. Mandatory Arbitration. PLEASE READ THIS PROVISION CAREFULLY. IT MEANS THAT, EXCEPT AS NOTED BELOW, END USER AND Vertical Telecom WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO END USER, INCLUDING ANY BILLING DISPUTES ("CLAIM"). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION ("AAA"). This agreement to arbitrate also requires End User to arbitrate claims against other parties relating to Services or Products provided or billed to End User if Claims are asserted against Vertical Telecom in the same proceeding. ARBITRATION WILL BE CONDUCTED UNDER THE AAA'S PUBLISHED COMMERCIAL ARBITRATION RULES AND SUPPLEMENTAL PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARE AVAILABLE BY CALLING THE AAA AT 800-778-7879 OR VISITING ITS WEB SITE AT www.adr.org. The AAA has a fee schedule for arbitrations. End User will pay the published share of the arbitrator's fees and administrative expenses ("Fees and Expenses") except that: (a) for Claims less than $20, Vertical Telecom will pay all Fees and Expenses; and (b) for Claims between $25 and $1,000, End User will pay only $20 in Fees and Expenses, or any lesser amount as provided under AAA's Supplemental Procedures for Consumer-Related Disputes. End User and Vertical Telecom agree to bear their own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The AAA Supplemental Procedures for Consumer-Related Disputes provide that unless a hearing is requested, disputes will be resolved based on written submissions and no personal appearance is required. If End User requests an arbitration hearing, that hearing will take place either telephonically or in Atlanta, Georgia. As a limited exception to the agreement to arbitrate, End User and Vertical Telecom agree that: (a) End User may file Claims in small claims court in Fulton County, Georgia, if the Claims qualify for hearing by such court; (b) if End User fails to timely pay amounts due, Vertical Telecom may assign the account for collection, and the collection agency may pursue in court claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement; and (c) any Claim filed as a class action is not subject to arbitration but instead must be filed in the Georgia Superior Court, County of Fulton (Atlanta) or in the United States District Court for the Northern District of Georgia.

30.2. Prefiling Notice of Claim. BEFORE INSTITUTING ARBITRATION OR SUIT, END USER AGREES TO PROVIDE Vertical Telecom WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO Vertical Telecom AT THE ADDRESS BELOW. IF Vertical Telecom IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN END USER OR Vertical Telecom MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 30.1. All claim notices should be sent to: Director of Customer Service Vertical Telecom, Inc. 115 Martin Luther King Jr Dr, Suite 277, Atlanta, GA 30303 -or-claims@Vertical Telecom.com

30.3. Governing Law. The Agreement and the relationship between End User and Vertical Telecom shall be governed by the laws of the State of Georgia without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 30.1, End User and Vertical Telecom agree to submit to the personal and exclusive jurisdiction of the courts within the state of Georgia, to the extent possible in Fulton County, and waive any objection as to venue or inconvenient forum. The failure of Vertical Telecom to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. End User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

31. ENTIRE AGREEMENT. The terms and conditions of this Agreement, along with the rates posted to the web site currently located at http://www.verticaltelecom.com, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of Vertical Telecom and End User.

Mobile Dialer Terms of Use

-- This agreement ("Agreement") is between Vertical Telecom, LLC. ("Vertical Telecom") and an end user ("End User") of the Vertical Telecom MobileTalk Voice over IP ("VoIP") Service ("Vertical Telecom MobileTalk"). Any Vertical Telecom MobileTalk services or products ("Services") provided by Vertical Telecom to End User shall be governed by the terms and conditions herein. By downloading the Vertical Telecom MobileTalk software ("Software") and purchasing the Services, END USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between End User and Vertical Telecom by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; and (2) LIMITING Vertical Telecom?s LIABILITY UNDER THE AGREEMENT. End User acknowledges that they are of legal age to enter into this Agreement. All telecommunications services are provided by Visit, Inc. End User agrees to designate Vertical Telecom as its agent for purposes of the Services provided by Visit, Inc. Services are only provided where authorized.

1. TERMS AND CONDITIONS. The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End User, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY END USER AT ANY TIME ARE HEREBY OBJECTED TO BY Vertical Telecom, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON Vertical Telecom. No waiver or amendment to this contract or these terms and conditions shall be binding on Vertical Telecom unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of Vertical Telecom.

2. TERM. The term of this Agreement ("Term") begins on the date that End User purchases Services and continues for the duration of the service period as defined by the service plan that is selected by End User ("Plan"). Subsequent terms of this Agreement automatically renew on a monthly basis without further action by End User unless End User gives Vertical Telecom written notice of non-renewal at least thirty (30) days before the end of the monthly term in which the notice is given. In the event that the user does not use the service for 90 consecutive days, the service will terminate and any renewal of the service may result in a charge at the then going rate for the service. End User is purchasing the Service for full monthly terms, meaning that if End User attempts to terminate Service prior to the end of a monthly term, End User will be responsible for the full month's charges to the end of the then-current term, including, without limitation, unbilled charges plus any applicable disconnect fee, all of which immediately become due and payable. Expiration of the term or termination of the Services does not excuse the End User from paying all unpaid, accrued charges due in relation to the Agreement hereunder.

3. 911 & SERVICE LIMITATIONS. The Services do not provide 911 services. 911 calls will continue to be routed by your existing mobile provider.

4. BILLING, CHARGES AND PAYMENT.
4.1. PAYMENT. Upon purchase of the Service, End User must provide Vertical Telecom with a valid credit card number from an issuer that is accepted by Vertical Telecom. End User authorizes Vertical Telecom to charge the credit card number profvided by End User ("Credit Card") for all charges arising from End User's use of the Services. End User agrees to notify Vertical Telecom of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. Vertical Telecom shall not be responsible for any charges made by the Credit Card issuer to End User's Credit Card account for exceeding credit limit, insufficient funds or other reasons.

4.2. CREDIT TERMS. All Services provided to End User and covered by the Agreement shall at all times be subject to credit approval or review by Vertical Telecom. End User will provide such credit information or assurance as is requested by Vertical Telecom at any time. Vertical Telecom, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit. The services may be terminated without notice if fraud is suspected.

4.3. BILLING. Vertical Telecom will provide End User with a monthly on-line billing statement for the Services and bill all charges invoiced to End User's account to the Credit Card. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, Software charges, toll charges, taxes and any other applicable charges. Monthly service fees are paid in advance of each month's service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. Vertical Telecom reserves the right to charge the Credit Card for cumulative charges due, if at any time End User's out-of-plan toll minutes for the current month exceed ten dollars ($10.00). Billing for monthly service fees commences upon purchase of the Services on the web site, and the first month's monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated.

4.4. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined Credit Card charges, Vertical Telecom may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by Vertical Telecom. If charges cannot be processed to the Credit Card and the End User's account is suspended, End User will be charged a fee of ten dollars ($10.00) to activate the account. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.

4.5. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by End User and will be added to any amounts otherwise charged to End User unless End User provides Vertical Telecom with an appropriate exemption certificate. If any amounts paid for the Services by End User are refunded by Vertical Telecom, applicable taxes may not be refundable.

4.6. TRIAL PERIOD. Vertical Telecom offers a thirty (30) day trial period ("Trial Period") to new End Users for their first Vertical Telecom MobileTalk account. The Trial Period commences upon the purchase of Services by End User on the Vertical Telecom web site (http://www.verticaltelecom.com) or purchase of Software from a retailer. If End User is not satisfied with the Services during the Trial Period, End User may obtain a refund of the Software cost, activation fee, and monthly service fee. Applicable taxes will be refunded to the extent allowed by law. Charges for calling minutes will not be refunded. Shipping charges will not be refunded. To obtain a refund, End User must notify Vertical Telecom within thirty (30) days of purchase of the Services on the web site and obtain a return material authorization number from Vertical Telecom. Retail customers will be required to return the Software to the place of purchase within thirty (30) days (or such shorter period as set forth in the retail outlet's return policy) of purchase to receive any refund.

4.7. RATE CHANGES. Vertical Telecom may change the prices for the Services and toll charges from time to time. Vertical Telecom may change prices, plans, taxes or fees without any advance notice. In the event of a change in prices or toll charges, Vertical Telecom will post such changed rates to the web site currently located athttp://www.verticaltelecom.com. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates.

4.8. CREDITS. End User acknowledges and agrees that the Services are provided "as is, where is." Credit allowances for interruption of the Services shall not be provided.

4.9. DISCOUNTS. From time to time in its sole discretion, Vertical Telecom may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be entered by End User upon purchase of the Services. End User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.

4.10. BILLING DISPUTES. End User must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by Vertical Telecom or End User waives any objection and further recourse. Written statements disputing charges must be sent to: Billing Department Vertical Telecom, Inc. 115 Martin Luther King Jr Dr, Suite 277, Atlanta, GA 30303 -or- claims@Vertical Telecom.com

5. TOLL CHARGES. Every call to or from equipment using the Services that originate or terminate in the Public Switched Telephone Network ("PSTN"), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Plan. Calls to a phone number outside the United States to a non-Vertical Telecom phone number will be charged at the current rates published on the Vertical Telecom web site at http://www.verticaltelecom.com/international_services/. The duration of each call is to be calculated in one minute increments and rounded up to the nearest one minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When End User dials an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by an End User to an International mobile, rather than landline, or information services or premium rate telephone number may result in higher toll charges. These toll charges are listed on the Vertical Telecom.com website.

6. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Software in any way without the express written permission of Vertical Telecom. End User shall not use the Software except with the Services provided hereunder. Except as otherwise provided for hereunder, End User is responsible for all lost, stolen or broken equipment and may be required to purchase replacement Software to continue service. End User shall immediately notify Vertical Telecom of any lost or stolen equipment and shall cooperate with Vertical Telecom in all reasonable aspects to eliminate actual or potential unauthorized use of the equipment. At Vertical Telecom?s sole option, failure to report lost or stolen equipment in a timely manner will cause End User to be responsible for all service fees accrued until the time that Vertical Telecom is informed of the loss or theft and can effect a termination of the Services.

7. PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of Vertical Telecom or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services at the sole discretion of Vertical Telecom. End User understands that neither Vertical Telecom nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End User agrees that it will NOT use the Services in ways that violate laws (including but not limited to laws prohibiting transmission of unsolicited advertisements), infringe the rights of others, or interfere with the users, services, or equipment of the network. End User agrees and represents that it is purchasing the Services and/or the Software for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of Vertical Telecom.

8. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF END USER COMMUNICATIONS. End Users are solely responsible for maintaining the confidentiality of End User password and account, and agree not to transfer email address or password, or lend or otherwise transfer use of or access to the Vertical Telecom Service, to any third party. End Users are also solely responsible for any and all activities that occur under End User account. End User agree to immediately notify Vertical Telecom of any unauthorized use of End User account or any other breach of security related to End User account or the Vertical Telecom Service, and to ensure that End User "log off"/exit from End User account (if applicable) at the end of each session. Vertical Telecom is not liable for any loss or damage arising from End User failure to comply with any of the foregoing obligations. In consideration for using the Vertical Telecom Service, End User agrees to: (1) provide certain current, complete, and accurate information about End User when prompted to do so by the Vertical Telecom Service, and (2) maintain and update this information as required to keep it current, complete and accurate. End User agrees that any such information shall be accurate. End User agrees that End User are solely responsible for the content of all visual, written or audible communications ("Content") sent by End User or displayed or uploaded by End User in using the Services. End User agrees that End User will not use the Services to send unsolicited commercial e-mail outside End User company or organization in violation of applicable law. End User further agrees not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Recognizing the global nature of the Internet, End User also agree to comply with applicable local rules or codes of conduct (including codes imposed by End User employer) regarding online behavior and acceptable content and the transmission of technical data exported from the United States or the country in which End User reside. Vertical Telecom reserves the right to investigate and take appropriate action against anyone who, in Vertical Telecom?s sole discretion, is suspected of violating this provision, including without limitation, reporting End User to law enforcement authorities. Use of the Services is void where prohibited. Although Vertical Telecom is not responsible for any such communications, Vertical Telecom may delete any such communications of which Vertical Telecom becomes aware, at any time without notice to End User. End User retains copyright and any other rights already held in Content which End User submits, posts or displays on or through, the Services. End User understands and agrees that by displaying, exchanging or uploading Content to a Vertical Telecom website, transmitting Content using the Services or otherwise providing Content to Vertical Telecom, End User automatically grant (and warrant and represent End User have a right to grant) to Vertical Telecom a world-wide, royalty-free, sublicensable (so Vertical Telecom affiliates, contractors, resellers and partners can deliver the Services) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content in the course of offering the Site and/or the Services.

9. CELLULAR AIR TIME / TOLL CHARGES / ROAMING FEES / INTERNATIONAL USE. End User acknowledges and understands that Vertical Telecom MobileTalk calls are connected to the Vertical Telecom network via a regular cellular phone call you're your existing mobile service provider's network. All charges, air time, toll charges, roaming fees otherwise charged by your mobile phone service provider will be collected, in addition to the toll charges owed to Vertical Telecom. Use of Vertical Telecom MobileTalk outside of the United States will incur international roaming and toll charges from your mobile phone service provider according to your current plan in addition to the Vertical Telecom MobileTalk toll charges.

10. CHANGES TO THE AGREEMENT, SERVICES OR PLAN. Vertical Telecom reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan (a "Change of Service"). In the event of a Change of Service, Vertical Telecom will post to the Web Site currently located at Terms and Conditions. Notice will be considered received by End Users and such changes will become binding to End Users, on the date the changes are posted to the Web Site ("Change Date"), and no additional notice will be required. If End User does not send Vertical Telecom notification of their desire to terminate this agreement or uses the Service after the Change Date, End User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End User does not consent to the change of service and terminates this agreement, End User will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. The Plan change will take effect in the first month after the Plan is changed. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.

11. TERMINATION. End User agrees to provide Vertical Telecom with thirty (30) days notice of termination. End User shall be responsible for the full monthly service fee for the month during which the notice of termination of service is provided to Vertical Telecom. Vertical Telecom reserves the right, at its sole discretion, to suspend, terminate or change the Services without advance notice for any reason, including without limitation, misuse of the Services in any way, End User's breach of this Agreement, End User's failure to pay any sum due hereunder, suspected fraud or other activity by End User that adversely affects the Services, Vertical Telecom, Vertical Telecom?s network or other End Users' use of the Services. Vertical Telecom reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that Vertical Telecom?s determination is final and binding on End User. Vertical Telecom may require an activation fee to change or resume a terminated or suspended account.

12. PRIVACY. Vertical Telecom MobileTalk may utilize the public Internet and third party networks to provide fax, voice and video communication services. Accordingly, Vertical Telecom cannot guarantee the security of fax, voice and video communications of End User. Vertical Telecom is committed to respecting an End User's privacy. Once End User chooses to provide personally identifiable information, it will only be used in the context of the End User's relationship with Vertical Telecom. Vertical Telecom will not sell, rent, or lease End Users' personally identifiable information to others. Unless required by law or subpoena or if End User's prior permission is obtained, Vertical Telecom will only share the personal data End User provides with other Vertical Telecom entities and/or business partners that are acting on Vertical Telecom?s behalf to complete the activities described herein. Such Vertical Telecom entities and/or national or international business partners are governed by Vertical Telecom?s privacy policies with respect to the use of this data. Vertical Telecom is required to file numerous reports with different administrative bodies. As such, Vertical Telecom may provide aggregate statistics about customers, sales and traffic patterns. None of these reports or statistics will include personally identifiable information. However, Vertical Telecom reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either Vertical Telecom or any company affiliated with Vertical Telecom. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Vertical Telecom may disclose personally identifiable information.

13. TECHNICAL SUPPORT. Vertical Telecom provides technical support to End Users via telephone and e-mail for the Services and Software provided hereunder. Support for other applications and uses is not provided or implied.

14. BREACH. In the event of End User's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse Vertical Telecom for all attorney, court, collection and other costs incurred by Vertical Telecom in the enforcement of Vertical Telecom?s rights hereunder and Vertical Telecom may keep any deposits or other payments made by End User.

15. INDEMNIFICATION. End User agrees to defend, indemnify and hold Vertical Telecom, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.

16. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL Vertical Telecom OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF LIFE, INJURY, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF Vertical Telecom OR ITS VENDORS OR OTHERWISE.

17. WARRANTY AND LIABILITY LIMITATIONS. Vertical Telecom MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER Vertical Telecom NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO Vertical Telecom?s OR END USER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF END USER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF Vertical Telecom?s OR ITS VENDORS' NEGLIGENCE. ANY CLAIM AGAINST Vertical Telecom MUST BE MADE WITHIN 90 DAYS OF THE EVENT OF THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER AND Vertical Telecom HAS NO LIABILITY THEREAFTER. Vertical Telecom?s LIABILITY IS LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND. Vertical Telecom MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR. ALL WARRANTIES COVER ONLY DEFECTS ARISING UNDER NORMAL USE AND DO NOT INCLUDE MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN Vertical Telecom. IN NO EVENT SHALL Vertical Telecom?s TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY END USER TO Vertical Telecom IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.

18. EXPORT COMPLIANCE. End User agrees to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Services. End User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.

19. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End User by Vertical Telecom or its vendors.

20. SOFTWARE COPYRIGHT. The Software and any additional software used by Vertical Telecom to provide the Services are protected by copyright law and international treaty provisions. End User may not copy the Software or any portion of it. Except to the extent permitted by applicable law, you must not disassemble, de-compile, reverse engineer or otherwise attempt to replicate the Software.

21. SURVIVAL. The provisions of section 13, 14, 15, 16, 19, 20, 22, and 23 shall survive any termination of the Agreement.

22. NOTICES. Vertical Telecom communicates with End Users primarily via email. Notices to End User shall be sent to the email address specified by End User at the time of registration for the Services or as subsequently specified by End User ("Email Address"). End User is responsible for notifying Vertical Telecom of any Email Address changes. End User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that End User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.

23. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Vertical Telecom shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Vertical Telecom as may occur in spite of Vertical Telecom?s best efforts.

24. GOVERNING LAW / RESOLUTION OF DISPUTES.
24.1. Mandatory Arbitration. PLEASE READ THIS PROVISION CAREFULLY. IT MEANS THAT, EXCEPT AS NOTED BELOW, END USER AND Vertical Telecom WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO END USER, INCLUDING ANY BILLING DISPUTES ("CLAIM"). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION ("AAA"). This agreement to arbitrate also requires End User to arbitrate claims against other parties relating to Services or Products provided or billed to End User if Claims are asserted against Vertical Telecom in the same proceeding. ARBITRATION WILL BE CONDUCTED UNDER THE AAA'S PUBLISHED COMMERCIAL ARBITRATION RULES AND SUPPLEMENTAL PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARE AVAILABLE BY CALLING THE AAA AT 800-778-7879 OR VISITING ITS WEB SITE AT www.adr.org. The AAA has a fee schedule for arbitrations. End User will pay the published share of the arbitrator's fees and administrative expenses ("Fees and Expenses") except that: (a) for Claims less than $20, Vertical Telecom will pay all Fees and Expenses; and (b) for Claims between $25 and $1,000, End User will pay only $20 in Fees and Expenses, or any lesser amount as provided under AAA's Supplemental Procedures for Consumer-Related Disputes. End User and Vertical Telecom agree to bear their own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The AAA Supplemental Procedures for Consumer-Related Disputes provide that unless a hearing is requested, disputes will be resolved based on written submissions and no personal appearance is required. If End User requests an arbitration hearing, that hearing will take place either telephonically or in Atlanta, Georgia. As a limited exception to the agreement to arbitrate, End User and Vertical Telecom agree that: (a) End User may file Claims in small claims court in Fulton County, Georgia, if the Claims qualify for hearing by such court; (b) if End User fails to timely pay amounts due, Vertical Telecom may assign the account for collection, and the collection agency may pursue in court claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement; and (c) any Claim filed as a class action is not subject to arbitration but instead must be filed in the Georgia Superior Court, County of Fulton (Atlanta) or in the United States District Court for the Northern District of Georgia.

24.2. Prefiling Notice of Claim. BEFORE INSTITUTING ARBITRATION OR SUIT, END USER AGREES TO PROVIDE Vertical Telecom WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO Vertical Telecom AT THE ADDRESS BELOW. IF Vertical Telecom IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN END USER OR Vertical Telecom MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 28.1. All claim notices should be sent to: Director of Customer Service Vertical Telecom, Inc. 115 Martin Luther King Jr Dr, Suite 277, Atlanta, GA 30303 -or-claims@Vertical Telecom.com

24.3. Governing Law. The Agreement and the relationship between End User and Vertical Telecom shall be governed by the laws of the State of Georgia without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 24.1, End User and Vertical Telecom agree to submit to the personal and exclusive jurisdiction of the courts within the state of Georgia, to the extent possible in Fulton County, and waive any objection as to venue or inconvenient forum. The failure of Vertical Telecom to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. End User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

25. ENTIRE AGREEMENT.

The terms and conditions of this Agreement, along with the rates posted to the web site currently located at http://www.verticaltelecom.com, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of Vertical Telecom and End User.