The following are terms and conditions that apply to and control VoIPStreet, Inc., d/b/a VoIP Innovations (“VoIP Innovations”), providing and allowing Customer to have access to and/or use, the Services described herein. The aforementioned are the sole parties to these Terms of Service (Individually “Party” or collectively Parties”) and no third party, including but not limited to the customers of Customer (“End Users”), shall constitute a Party hereto.

BY SUBMITTING A SERVICE ORDER FORM AND/OR ACCESSING AND USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF SERVICE, IS AGREEING TO ALL THE TERMS AND CONDITIONS HEREIN, AND CONSENTS TO BE BOUND BY AND BECOME A PARTY HERETO. SHOULD CUSTOMER NOT AGREE TO OR BE ABLE TO COMPLY WITH ANY OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, CUSTOMER SHALL IMMEDIATELY CEASE ANY USE OF THE SERVICE OR TERMINATE THE REGISTRATION PROCESS.

1. THE SERVICE.
The services provided hereunder are Termination Voice over Internet Protocol Services (“Services”), which allows customer to place outbound calls from its facilities. The Services shall consist of a combination of various software solutions, networks, services and hosting facilities (the “Network”), components of which VoIP Innovations has been granted access and/or licenses to by third party licensors, suppliers, vendors, and subcontractors (“Third Party Vendors”). In no event shall VoIP Innovations’ use of, or contractual arrangement with, any Third Party Vendors create any agency, employment, joint venture, partnership, representation or fiduciary relationship with such third parties, and neither VoIP Innovations nor such Third Party Vendors shall have the authority to create any obligation on behalf of the other. VoIP Innovations and any Third Party Vendor may, at any time and without liability to the Customer or any third party, including, but not limited to, Customer’s End Users, modify, expand, improve, maintain or repair the Service, although such process may require a temporary suspension of Services or increased rates.

2. SERVICE LIMITATIONS.
The service is not intended to replace Customer’s or its End User’s primary phone service, such as traditional landline or mobile phone service. All Traffic carried by the Service must be IP originated. Customer acknowledges and agrees, and commits to informing its End Users, that the Service may not be compatible with all communication equipment. In addition, different regulatory treatment may be applied to the Service than is applied to other telecommunications services, which may affect Customer’s and its End Users’ rights before regulatory agencies and other governmental bodies.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE DOES NOT INCLUDE ACCESS TO ANY 911 OR SIMILAR EMERGENCY SERVICES (INCLUDING, BUT NOT LIMITED TO, TRADITIONAL 911, E911, OR SIMILAR EMERGENCY SERVICES). Customer shall be solely responsible to acquire and/or purchase such emergency services from a third party provider. Customer agrees that it will not use the Service offered hereunder and will not provide the same to its End Users or any third party without first making arrangements to provide 911 and other emergency services in accordance with local, state and Federal laws and regulations. VoIP Innovations reserves the right to terminate the Service immediately and without notice or liability if it determines that Customer, or any of its End Users, are using the Service in violation of the foregoing. Customer, on its own behalf and on behalf of its End Users, waives any claim against VoIP Innovations for the non-provision of such services. Customer shall be solely responsible for any liabilities that arise from its provisioning of, or failure to provide 911 or other emergency services to itself or any End User or third party. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising from Customer’s provision or failure to provide 911 or other emergency services pursuant to this Section. The fact that VoIP Innovations may connect 911 phone calls for Customer or Customer’s End Users in situations in which Customer has not purchased 911 services, does, in no way, create a warranty that such call will be connected without delay or error free. Further, such connection does not alleviate Customer of its obligations set forth in this section above. VoIP Innovations may charge Customer additional fees, and/or pass through to Customer any charges, fees taxes or other amounts assessed on VoIP Innovations, for any 911 call that is connected by VoIP Innovations. VoIP Innovations does not support 0+ calling (including without limitation collect or third party billing), 900 and 976 calls, and 10-10 “dial-around” calls. The Service may not support 311, 411, 511 and/or other x11 services in some or all Service areas. Customer understands and acknowledges that access to the aforementioned functionality is not part of the Service.

3. ORDERING THE SERVICE.
Prior to the commencement of Services, Customer shall submit a completed and signed Service Order Form (“Order Form” or “Order”). Customer acknowledges that additional terms and conditions may be set forth in the Order Form. Such additional terms and conditions shall supplement these Terms of Service and are incorporated herein by reference. VoIP Innovations may, in its sole discretion, accept or decline any Order, and notice of acceptance shall be delivered to Customer via the email address that was provided by Customer upon registration.

4 TERM.
These Terms of Service shall apply upon Customer’s submission of a completed and signed Order Form; Provided that if Customer acquires access to the Services without submitting an Order, then these Terms of Services shall immediately apply upon such access. VoIP Innovations shall provide Customer a Service Commencement Date when such date is known to VoIP Innovations. VoIP Innovations may change such date, without liability, in its sole discretion. Subject to the provision of these Terms of Service, either Party may terminate any of the Services ordered hereunder, without further liability, upon written notice to the other. Customer shall remain responsible and shall pay all charges and fees associated with the Service that accrue up to termination.

5. EQUIPMENT.
Customer shall be solely responsible for obtaining providing and configuring all equipment, software and facilities necessary for Customer and/or its End Users to use the Service, and necessary for the Customer’s network to operate with the Service. All of Customer’s and its End Users’ equipment used in conjunction with the Service must be SIP compatible. Customer shall be solely responsible for any liabilities that arise from the equipment used and/or provided by Customer and/or its End Users. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising from the forgoing.

6. CUSTOMER NETWORK FACILITIES.
Customer shall be solely responsible for any installation, testing or maintenance of its own network facilitates including those facilities between Customer’s Point of Presence (“POP”) and Customer’s End User. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the forgoing.

7. END USERS.
Customer’s End Users shall be solely the customers of Customer. Customer shall take full responsibility for the management of and provision of services to its End Users and any liabilities arising there from. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of any acts or omissions of Customer’s End Users and Customer’s Provision of Services to its End Users.

In addition, Customer is solely responsible for collecting, from its End Users, any payment of any applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, regulatory fees, and charges now in force or enacted in the future, or additional costs imposed, that arise from or are a result of the Customer’s provision of Services to its End Users. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of Customer’s collection or payment of the aforementioned monetary obligations.

8. DATABASE UPDATES.
Customer shall provide all information reasonably requested by VoIP Innovations in order for VoIP Innovations to provide the Services. Customer shall ensure that all information and data that it has given or that it will give to VoIP Innovations VoIP Innovations’, including but not limited to Customer’s billing information, mailing address and email address, is at all times, current and accurate. VoIP Innovations shall have no responsibility to verify the accuracy of any information provided by Customer hereunder and shall have no liabilities or obligation relative to any amount billed or notices delivered incorrectly as a result of inaccurate information provided by Customer and Customer’s failure to correct or update the same.

9. UNLAWFUL AND PROHIBITED USE.
Customer agrees to use, and ensure that its End Users use the Service only for lawful purposes and in a lawful manner. Customer and its End Users are expressly prohibited from using the Service in manner that would, in any way, constitute, or encourage conduct that is criminal in nature, that may give rise to a civil liability, or that otherwise violates any applicable laws or regulations. In addition, Customer and its End Users are expressly prohibited from using the Service (a) for any abusive or fraudulent purpose, (b) in a manner that enables Customer or its End User to avoid any obligation to pay for the Service, (c) in a manner that is deemed to interfere with, disrupt, or present a risk to the Service, Network, software, property, or security of VoIP Innovations, its customers, its Third Party Vendors or other third parties, whether directly or indirectly, (d) in a manner that results in usage inconsistent with VoIP Innovations’ expectations or the purpose for which VoIP Innovations is providing the Services, or (e) in a manner that may violate these Terms of Service or the policies of VoIP Innovations or any of its Third Party Vendors. If VoIP Innovations determines, in its sole discretion, that Customer or its End Users are using the Service in a manner that violates or is contrary to this Section then VoIP Innovations, as well as any effected Third Party Vendors, shall have the right, without liability, to block, suspend or terminate the Service, or any part thereof, without notice. Customer shall be responsible for any liabilities or obligations arising from Customer’s or its End User’s use of the service that is contrary to, or violates this Section. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of Customer’s or its End Users’ violation of this Section VoIP Innovations. If VoIP Innovations, in its sole discretion, believes that Customer’s or any of its End User’s actions or omission may be considered criminal in nature, VoIP Innovations may forward personally identifiable information to the appropriate authorities for investigation and prosecution. Customer hereby consents to such forwarding and agrees to notify its End Users of the same.

10. AUDIT AND LAW ENFORCEMENT.
VoIP Innovations reserves the right, at the cost of Customer, to audit, track or monitor Customer’s and its End User’s use of the Service to (a) enforce the provisions of these Terms of Service; (b) conform to legal requirements or comply with legal process; (c) protect and defend the rights or property of VoIP Innovations or any Third Party Vendors; (d) respond to request for identification in connection with a claim of copyright or trademark infringement, or unlawful activity; (e) act to protect the interests of VoIP Innovations’ customers or such customer’s end users; (f) to conform to VoIP Innovations’ contractual obligation with any Third Party Vendor, or (g) provide the Services hereunder. Customer agrees that these Terms of Service are sufficient notice to Customer of such monitoring to the extent any notice is required under applicable federal or state law. Customer shall inform and provide notices to its End Users of the provisions of this Section.

11. PRIVACY.
The Service utilizes the public Internet and third party networks. VoIP Innovations and its Third Party Vendors shall not be liable for any lack of privacy which may be experienced by Customer or its End Users with regard to the Service. Customer shall be solely responsible for any liabilities arising from Customer’s or its End User’s lack of privacy. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of Customer’s or its End User’s lack of privacy.

12. CONTENT.
Neither VoIP Innovations nor any of its Third Party Vendors operate or control the content transported by the Service. As such, neither VoIP Innovations nor any of its Third Party Vendors shall have any liability or responsibility for the content of any communication or information transmitted via the Service. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the content of any communication or information transmitted via the Service.

13. PAYMENT TERMS.
Customer agrees that if Service Order submitted by Customer is accepted by VoIP Innovations, Customer shall pay all charges and amounts associated with the Service. Customer shall be responsible for accurately providing VoIP Innovations with Customer’s valid payment information, including the payment method, and maintaining and updating the same at all times. Customer shall ensure that all amounts billed hereunder are available each time VoIP Innovations attempts to charge or debit any account designated for such purposes. VoIP Innovations shall charge Customer a service fee in the amount of $30 for each time VoIP Innovations attempts to charge or debit such designated account and such charge or debit is rejected due to insufficient funds. Customer hereby waives any and all claims, actions or suits against VoIP Innovations, and its parent companies, affiliates and subsidiaries, and such entities’ employees, officers, directors and shareholder, and releases the same from any errors, omissions, and/or liabilities that may arise due to the processing of aforementioned charge or debit transaction.

Customer shall pay charges in addition to those charges normally associated with the Consumption of the Service in those circumstances in which costs and expenses are generated by Customer and/or its End Users, and reasonably incurred by VoIP Innovations, including but not limited to (a) costs associated with VoIP Innovations’ employees, agents or third parties assisting Customer with problems relative to Customer’s network, equipment or service outage if VoIP Innovations determines that the Outage was not a result of VoIP Innovations’ network or facilities and (b) costs associated with VoIP Innovations’ employees, agents or third parties compliance with criminal, quasi criminal or civil subpoenas, court orders, and/or the like, that relate to Customer, Customer’s End Users, or other third parties that access and/or use the Service by and through the Customer.

Customer is responsible for, and must pay, any applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, regulatory fees, and charges now in force or enacted in the future, as well as other additional costs that may arise as a result of the Customer’s consumption and VoIP Innovations’ provisioning of the Service. Similarly, VoIP Innovations may pass through to Customer taxes and fees owed by VoIP Innovations to the extent permissible by law. Said amounts, if any, are in addition to set-up fees or charges associated with the consumption of the Services. If Customer is exempt from paying any taxes or fees, Customer must provide documentation, satisfactory to VoIP Innovations, that Customer is exempt. Tax exemption will only apply from and after the date VoIP Innovations acknowledges Customer’s exemption request. Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of any exemption claimed by Customer.

Customer’s utilization of VoIP Innovations’ Toll Free Termination (“TFT”)Service shall not exceed twenty percent (20%) of Customer’s total termination traffic. In the event Customer’s TFT traffic exceeds the aforementioned cap, VoIP Innovations will charge and Customer shall pay $0.005 per minute for every minute of TFT traffic in excess of the above cap.

VoIP Innovations may, as a condition of accepting a Service Order, providing Service to Customer or continuing to provide Service to Customer, require Customer to make a security deposit equal to one (1) month's estimated charges for Service, which shall due upon VoIP Innovations’ written request. Upon termination of Services, VoIP Innovations may apply such deposit to any fees, charges or other amounts unpaid by Customer. Any remaining amount of the deposit will be returned to Customer within ten (10) days.

VoIP Innovations may immediately suspend, restrict, or terminate the Services, without notice or liability, if VoIP Innovations does not receive payment of all amounts billed to Customer by the required due date and/or all amounts that must be prepaid in order to continue the provision of Services. In addition, VoIP Innovations may add interest charges to any past-due amounts at a rate equal to the lesser of 2.5% per month or the maximum rate allowed by law, prorated for each day payment is past due. Service suspension or cancellation will result in Customer’s loss of the numbers associated with the Service. Acceptance of late or partial payments (even if marked “Paid in Full” or with other restrictions) shall not waive any of the rights of VoIP Innovations to collect the full amount of the charges for the Service. Customer agrees to reimburse VoIP Innovations for reasonable attorneys’ fees, and any other costs associated with, collecting delinquent or dishonored payments. VoIP Innovations may assess reinstallation charges against Customer in the event the VoIP Innovations suspends, restricts, or terminates the Service as a result of Customer’s nonpayment or breach of this agreement.

When Long Distance Termination (“LDT”) is requested, Customer agrees to maintain at least seventy percent (70%) of Customer’s total LDT minutes as Interstate calls (i.e., a call for which the originating ANI and terminating ANI are associated with Local Call Areas located in different states). VoIP Innovations shall have the right to apply and Customer agrees to pay VoIP Innovations a $0.10 per minute surcharge for each non-Interstate minute that exceeds thirty percent (30%) of Customer’s total LTD minutes. Furthermore, when LTD is requested, Customer agrees to maintain at least seventy percent (70%) of Customer’s total LTD minutes to an end-user served by a Regional Bell Operating Company (“RBOC”) and subject to such RBOC's Tariffed access charges. VoIP Innovations shall have the right to apply and Customer agrees to pay VoIP Innovations a $0.025 per minute surcharge in each instance that Non-RBOC minutes exceed thirty percent (30%) of Customer’s total LTD minute volume. Non-local traffic that originates on the PSTN may be subject to switched access charges to be paid by the originating carrier to the terminating carrier.

Additional payment and billing terms and conditions may be found in the Service Order.

14. BILLING DISPUTES.
In the event Customer disputes any amount billed by VoIP Innovations, Customer shall notify VoIP Innovations of such billing dispute by completing and submitting a "Billing Dispute Form". The existence of a dispute shall not relieve Customer from paying any amounts billed hereunder. All Customer disputes must be submitted to VoIP Innovations within thirty (30) days of the billing date or such dispute shall be forever waived. Upon receipt of a billing dispute, VoIP Innovations shall reasonably investigate the dispute and provide Customer with a resolution based on the outcome of such investigation.

15. NON-DISCLOSURE.
Customer acknowledge that it may obtain from VoIP Innovations information relating to VoIP Innovations’ or a Third Party Vendor’s Service or method of doing business which is of a confidential and proprietary nature and which requires that certain steps be taken to ensure its protection (the “Proprietary Information”). Such Proprietary Information may include without limitation trade secrets, know-how, inventions, techniques, processes, programs, schematics, theories of operation, software source documents, data customer lists, financial information, business information, sales and marketing plans and data. Although certain information may be generally known in the relevant industry, the fact that VoIP Innovations and/or a Third Party Vendor uses the same may not be so known and in such instance would comprise Proprietary Information. Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does not mean that the manner in which VoIP Innovations and/or a Third Party Vendor combines them, and the results obtained by such combining, are so known and in such instance would also comprise Proprietary Information. Customer shall not, without the prior written consent of VoIP Innovations of the Proprietary Information, disclose the information to any person or entity, except for the recipient’s, and/or its Affiliates’, employees, contractors and consultants who have a need to know such Proprietary Information. The Customer may disclose Proprietary Information pursuant to a judicial or governmental request, requirement or order; provided that the recipient take all reasonable steps to give VoIP Innovations prior notice sufficient to contest such request, requirement or order. Customer shall protect Proprietary Information from disclosure using the same degree of care used to protect its own Proprietary Information, but in no event less than a reasonable degree of care. Because money damages may be insufficient in the event of a breach or threatened breach of the foregoing provisions, the affected party may be entitled to seek an injunction or restraining order in addition to such other rights or remedies as may be available under this Agreement, at law or in equity, including but not limited to money damages.

16. COPYRIGHT, TRADEMARK, AND UNAUTHORIZED USE.
This Agreement shall not be construed to grant Customer any right to use VoIP Innovations’, or its parent companies and affiliates, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “Marks”) or otherwise refer to the same in any marketing, promotional or advertising materials or activities. Without limiting the generality of the forgoing, neither Party shall issue any publication or press release relating to, or otherwise disclose the existence of any contractual relationship between the Parties, without the written consent of the other Party, except as may be required by law.

17. MODIFICATION OF TERMS.
VoIP Innovations has the right to and may, at any time, modify the terms and conditions of these Terms of Service, and to change or discontinue any aspect or feature of the Services as it deems reasonably necessary. Notice of any such change shall be sent to Customer via email, at the email address provided by Customer upon registration. Customer hereby consents to receive notifications and changes in electronic format and acknowledges that such format shall not affect the enforceability thereof. Such changes shall be effective immediately upon said notice. In addition to providing the above mentioned notice, VoIP Innovations shall publish the modified Terms of Service at http://www.voipinnovations.com/termsofservice.html. Customer agrees to review the Terms of Service periodically to be aware of any and all modifications. Customer’s use of the Service after notice of any such changes shall constitute Customer’s conclusive acceptance of any and all such changes. In the event Customer no longer desires to receive notices via electronic methods, Customer shall provide written notification of such decision, at which time VoIP Innovations may terminate Services without liability.

18. WEBSITE USE/WARRANTIES.
By accessing and using any VoIP Innovations Website, (including, but not limited to the Back Office) the Customer acknowledges that it has read the terms of use located at www.VoIP Innovations.com/terms-of-use.html (“Terms of Use”), and, in addition to the terms and conditions contained herein, Customer agrees to all the terms and conditions therein, and consents to be bound and become a party thereto. Should the Customer not agree to, or cannot comply with any of the terms and conditions of the Terms of Use, it shall immediately cease any use of the VoIP Innovations Website as well as the Service or terminate the registration process. Information, ideas and opinions expressed on the VoIP Innovations Website should not be regarded as professional advice or the official opinion of VoIP Innovations, and Customer is encouraged to consult professional advice before taking any course of action related to the information, ideas or opinions expressed on the VoIP Innovations website. VoIP Innovations does not make any warranties or representation that the content and services offered on the VoIP Innovations Website are or will be, in any case, available, true, correct or free from any errors. VoIP Innovations may provide hyperlinks to websites not controlled by VoIP Innovations ("target sites") and such hyperlinks do not imply any endorsement, agreement on or support of the content, products and/or services of such target sites. VoIP Innovations does not editorially control the content, products and/or services on target sites and shall not be liable, in any manner whatsoever, for the access to, inability to access, the use of, inability to use or the content available on or through target sites.

19. GENERAL WARRANTIES.
THE SERVICES, HARDWARE, SOFTWARE AND OTHER COMPONENTS OF THE NETWORK AND SERVICE ARE OFFERED AND PROVIDED "AS IS", “AS AVAILABLE” AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND HEREIN. VOIP INNOVATIONS AND ITS THIRD PARTY VENDORS AND ANY THIRD PARTY WHO FURNISHES SERVICES TO VOIP INNOVATIONS OR ENABLES VOIP INNOVATIONS TO FURNISH SERVICE TO CUSTOMER, MAKES NO WARRANTIES OF ANY KIND REGARDING THE SERVICE, SOFTWARE, OR EQUIPMENT PROVIDED HEREUNDER AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY OF DATA, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICE WILL MEET CUSTOMER’S OR ITS END USERS’ REQUIREMENTS, ANY WARRANTY AGAINST INTERFERENCE WITH CUSTOMER’S OR ITS END USERS’ ENJOYMENT OF THE SERVICES, OR AGAINST INFRINGEMENT OF ANY NATURE. IN ADDITION, VOIP INNOVATIONS, AND ITS THIRD PARTY VENDORS AND ANY THIRD PARTY WHO FURNISHES SERVICES TO VOIP INNOVATIONS OR ENABLES VOIP INNOVATIONS TO FURNISH SERVICE TO CUSTOMER IN CONNECTION WITH THESE TERMS OF SERVICE, MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. VOIP INNOVATIONS DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON BEHALF OF VOIP INNOVATIONS’, ITS THIRD PARTY VENDOR’ OR ANY THIRD PARTIES. ANY AND ALL STATEMENTS AND/OR DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT, IF ANY, BY VOIP INNOVATIONS OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES, ARE INFORMATIONAL ONLY AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND AND CUSTOMER SHOULD NOT RELY ON ANY SUCH STATEMENT OR DESCRIPTIONS.

20. LIMITATION OF LIABILITY.
EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, VOIP INNOVATIONS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY OF ANY NATURE INCURRED BY CUSTOMER’S OR ITS END USERS’ AND/OR ANY THIRD PARTY RESULTING FROM THE USE OF THE SERVICE AND THE INTERNET GENERALLY; ACCESS TO THE NETWORK; ANY INTERRUPTION OF SERVICE; ANY LOST DATA, LOST TIME OR OTHER SYSTEM RELATED DAMAGES; AND/OR DAMAGE OR LOSS OF PROPERTY OR EQUIPMENT. IN NO EVENT SHALL VOIP INNOVATIONS BE RESPONSIBLE FOR ANY LIABILITIES ARISING OUT OF: (A) THE SERVICES, FACILITIES OR EQUIPMENT PROVIDED BY CUSTOMER OR ITS END USERS OR BY A THIRD PARTY VENDOR (INCLUDING ANY AGENTS, SUBCONTRACTORS, INDEPENDENT CONTRACTORS OR END USERS OF THE SAME); (B) ANY ACT OR OMISSION OF ANY THIRD PARTY, THE CUSTOMER OR CUSTOMER’S END USERS.

IN ADDITION AND NOT TO LIMIT THE FOREGOING, VOIP INNOVATIONS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, TO THE CUSTOMER OR ANY THIRD PARTY, INCLUDING CUSTOMER’S END USERS, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES OR COST OF PURCHASING REPLACEMENT SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES. FURTHERMORE, IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF VOIP INNOVATIONS ARISING WITH RESPECT TO THESE TERMS OF SERVICE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.

NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING MAY BE ASSERTED BY CUSTOMER HEREUNDER OR OTHERWISE, RELATIVE TO THE SERVICES OR THESE TERMS OF SERVICES.

IN THE EVENT A JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH LIABILITIES AND WARRANTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

21. INDEMNIFICATION.
In addition to any other indemnification provisions herein, Customer agrees to indemnify and hold VoIP Innovations, the Third Party Vendors, and the parent companies, sister companies, employees, contractors, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to Customer’s or its End User’s acts or omissions, consumption of the Services and/or breach of these Terms of service, including, without limitation, any claims asserted by any third party. VoIP Innovations shall promptly notify Customer in writing of any claim for which it is obligated under this indemnity and for which VoIP Innovations may seek indemnification.

22. DISPUTE RESOLUTION.
These Terms of Service, and all other aspects of the use of the Service and the Website, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to choice of law rules. The above governing law provision applies regardless of the location of the Customer or where Customer or its End Users use or pay for Service. Venue for any action brought hereunder shall be Allegheny County, Pennsylvania, and Customer hereby waives any rights to the contrary. In any proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights under this Agreement, the prevailing party may be awarded reasonable attorneys’ fees, together with any costs and expenses, to resolve the dispute and enforce the final judgment. In the event the original jurisdiction of any claim hereunder is in the Commonwealth Court or any level of Federal Court, or in the event that such Courts are granted Jurisdiction as a result of an appeal from a subordinate jurisdiction, both parties shall post a $250,000.00 bond, which shall be held in escrow for the benefit of the other party to ensure the payment of any awards, including an award for attorneys’ fees, and costs and expenses to resolve the dispute and enforce the final judgment.

23. MISCELLANEOUS.
(a) General Provisions. These Terms of Service and any documents incorporated herein constitute the entire Agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral. No written or oral statement, advertisement, or service description not expressly contained in these Terms of service will be allowed to amend, contradict, explain, or supplement it unless agreed upon by VoIP Innovations in writing. Neither Customer nor VoIP Innovations is relying on any representations or statements by the other party or any other person or entity that is not included as a Party to these Terms of service.

(b) Force Majeure. Except for the Customer’s payment of charges for Services which have accrued, neither Party to these Terms of service assumes a risk of any event, foreseeable or unforeseeable, and beyond the reasonable control of either Party, including but not limited to acts of God or the public enemy; riots or insurrections; war; accidents; fire; strikes; and other labor difficulties (whether or not the party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to obtain export permits or approvals, necessary labor, materials, energy, components, or machinery; and acts of civil or military authorities, and such event has a material effect upon the agreed exchange contemplated herein. .

(c) Survival. The provisions of these Terms of Service that, by there purpose, are intended to survive the termination of Services shall so survive. Said provisions shall include, but shall not be limited to, those provisions that include indemnification clauses, limitations on liability, warranty limitations, billings, non-disclosure and Customer’s obligations to pay for the Service provided, including any additional usage charges.

(d) Non-Waiver. Failure by either Party to insist upon strict performance of any terms or conditions of these Terms of Service or failure or delay to exercise any rights or remedies provided herein or by law shall not release either Party from any of the obligations hereunder, and shall not be deemed a waiver of any right to insist upon strict performance thereof or any rights and remedies herein.

(e) Severability. If any terms herein are illegal or unenforceable at law or in equity, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Any illegal or unenforceable term shall be deemed to be void and of no force and effect, except to the minimum extent necessary to bring such term within the provisions of applicable law and such term, as so modified, and the balance of these Terms of Service shall then be fully enforceable.

(f) Third Parties. Notwithstanding anything to the contrary contained herein, no third party shall be considered a party to or beneficiary of these Terms of Service or have any claim under these Terms of Service against either Customer or VoIP Innovations, and the Customers, sister companies, parent companies, vendors, independent contractors and service providers of the same.

(h) Assignment. Customer may not assign its rights or obligations under these Terms of service without the express written consent of VoIP Innovations. Any such assignment in violation of this Section shall be null and void.

(i) Business Relationship. These Terms of Service shall not create any agency, employment, joint venture, partnership, representation or fiduciary relationship between the Parties. Neither party shall have the authority to, nor shall any party attempt to, create any obligation on behalf of the other party.

(j) Notices. Customer Agrees that all notices shall be considered written and properly given if sent to Customer via the email address provided by Customer at the time of registration and as necessarily updated. Customer hereby consents to receive notifications in electronic format and acknowledges that such format shall not affect the enforceability thereof. In the event Customer wishes to not receive notices electronically, Customer shall inform VoIP Innovations of such desire and VoIP Innovations may, at its sole discretion terminate the Service without further liability.