STANDARD TERMS & CONDITIONS

VOIPTREX -
Broadband IP and Equipment:

1. Services Provided by VOIPTREX - VOIPTREX will provide to CUSTOMER
different Services as specified in each VOIPTREX Agreement. This signed
Agreement will be effective as of the date of signing and will be for the duration of
the term as stated in the Agreement. Either of the two parties may renew this
Agreement in writing for a duration mutually agreed upon.

2. Charges and Payments. All payments that CUSTOMER shall make in connection
with the signed Agreement shall be made in American dollars. The Parties agree that
it is an essential provision of the Agreement that payments are effectively made in
United States Dollars. According to what the Parties have agreed CUSTOMER declares
that he/she has taken all necessary prevision to fulfill said payment obligation in American
dollars, and Client explicitly and irrevocably waives his right to allege impossibility to
fulfill his payment obligation, or force majeure, as well as his right to invoke "The
Theory of the Unforeseen", in relation with a real or legal impossibility that prevents
Client from acquiring outstanding American dollars. It is hereby explicitly understood
that any payment which might arise from the Agreement shall only be deemed
cancelled when the exact total amount of American Dollars agreed upon has been
collected by VOIPTREX . All payments to VOIPTREX shall be net, free of any
charge, tax, withholding or conversion cost, or transfer in which the Customer should
incur to obtain the outstanding American Dollars.

2.1 Monthly Recurring Charges. Monthly recurring charges begin on the
Commencement Date for each service. The charges for the first month, if it is partial,
will be prorated. VOIPTREX will invoice fifteen (15) days in advance and payment is
due in advance prior to the first day of each month in which Service is provided.

2.2 Termination of Service.
a) If CUSTOMER fails to make any payment as scheduled on the 1st of each
month. VOIPTREX may, terminate CUSTOMER's use of any service(s) provided by
VOIPTREX . To re-instate service, CUSTOMER will pay the cancellation charges and
any reconnection charges.

2.3 Deposit. CUSTOMER will pay a deposit (as specified in Agreement), which shall
be payable upon the execution of this Agreement, equal to one months charges.
Such a deposit shall not relieve CUSTOMER of its obligation to make any monthly
payment when due. VOIPTREX may apply such payment to satisfy any or all
obligations of CUSTOMER to VOIPTREX ; this however, shall not limit VOIPTREX 's
right to seek any other relief or to exercise any other remedy.

2.4 Taxes and Charges. Where applicable, VOIPTREX 's charges are exclusive of
taxes, surcharges, access charges, use taxes or charges that support universal service
funds (collectively "taxes") levied by any governmental entity or agency on account of
the Service or CUSTOMER's use thereof, (except for taxes assessed on the net income
of VOIPTREX , or property taxes assessed on VOIPTREX 's facilities). All such taxes
shall be payable by CUSTOMER, whether imposed on VOIPTREX or CUSTOMER.

2.5 Activation Charges. The activation charges for service are specified in each
Agreement and are payable upon its execution.

2.6 Receipt. Work will not begin until receipt by VOIPTREX of all of the following:
(i) a valid agreement, (ii) deposit, and (iii) activation charges.

3. Commencement Date - The targeted Commencement Date for each service is
as specified in each Agreement. The Commencement Date for each service shall be
the date on which all of the following have occurred:
a) The service has been provisioned and turned over to CUSTOMER;
b) The applicable activation charges and applicable Security Deposit have been
paid by CUSTOMER.
Upon confirmation of IP connectivity by CUSTOMER or Commercial use of the service
by CUSTOMER or its designate shall constitute acceptance of the service and be
considered as the Commencement Date. Should delays arise due to problems on
CUSTOMER side during the activation of the service, VoIPTREX may charge for the
bandwidth already assigned to CUSTOMER.

4. Cancellation of Service by CUSTOMER

4.1 Cancellation before Commencement Date. If CUSTOMER cancels a service
before the Commencement Date(s), CUSTOMER shall pay, as liquidated damages and
not as a penalty, the activation charge for each such service and all costs incurred
which are directly related to this project.

4.2 Cancellation after Commencement Date. In the event that CUSTOMER cancels a
service before expiration of the Term then in effect; CUSTOMER shall pay to
VOIPTREX the following:
a) Accrued Charges. All charges accrued and unpaid with respect to the canceled
services; and
b) Cancellation Charges. An additional amount as cancellation charges, which
shall be payable as liquidated damages and not as a penalty, equal to one
hundred (100%) of the total remaining monthly recurring charges that would
have become due through the end of the Term of Service.

5. Tariffs - If Customer's use of a service renders it subject to the jurisdiction of
the California Public Utilities Commission, then such circuit(s) shall be provided in
accordance with, and under the provisions of, the applicable Tariff or Tariffs on file.
A copy of such Tariff or Tariffs is available for inspection at the offices of
VOIPTREX .
In the event of any changes or modifications to the Tariff, Tariffs or fees of the CPUC
or the broadband owner, a signed Agreement shall be subject to such change or
modification during its validity. Any such fee or tariff changes or modifications will
be charged to CUSTOMER. Written notification will be given to CUSTOMER of any such
tariff changes or modifications.

6. CUSTOMER Obligations

6.1 CUSTOMER is solely responsible for all local legal requirements and necessary
steps for the use of VOIPTREX services (a communication path provided by
CUSTOMER or a third party), on CUSTOMER's side of the Demarcation Point with
VOIPTREX to its facilities or the facilities of others providing a portion of any circuit.
CUSTOMER shall secure and be solely responsible for obtaining all licenses, permits,
certificates, rights-of-way and other arrangements necessary for such services.
Customer is full responsible for the operation and performance of all equipment on
customer's side including broadband antenna, broadband modem, routers and any other
equipment pertinent to the service located at customer's facilities.

6.2 Compliance with Laws. CUSTOMER shall not use the Service in violation of any
applicable law or regulation.
Each party agrees to comply with all applicable laws and regulations. CUSTOMER
understands that VOIPTREX is subject to regulation by agencies of the US
Government, including the US Department of Commerce, which prohibits export or
diversion of equipment and/or services to certain countries, and each party agrees it
will not assist or participate in any such prohibited diversion or other violation of
applicable US laws and regulations.

7. Limitation of Liabilities and Indemnity
In no event shall VOIPTREX be liable for incidental or consequential damages or
loss of revenue, whether foreseeable or not, occasioned by any defect in the
VOIPTREX provided facilities, or the provision of Service thereon, any delay in the
provision of Service to CUSTOMER any failure of VOIPTREX to provide Service, or
any other cause whatsoever. Neither VOIPTREX nor the broadband owner makes any
warranties, express or implied, to any person or entity concerning the VOIPTREX
provided facilities. Without limiting the generality of the foregoing, CUSTOMER
acknowledges and agrees that it shall have no right to recovery for the satisfaction of
any cause whatsoever, arising out of or relating to a signed Agreement and/or
transactions contemplated hereby, against any and all members of VOIPTREX or
VOIPTREX itself.
VOIPTREX does not transmit messages, although CUSTOMER may use the Service
for that purpose. VOIPTREX is providing dedicated communications circuit(s) to
CUSTOMER, without respect to the nature, volume, content or value of signals
transmitted over the Service. The payments provided to VOIPTREX are based solely
on the value of the Service, and are unrelated to the nature, volume, content or value
of any signals or communications transmitted over the Service. In no event shall
VOIPTREX be liable for costs for replacement of such Services, equipment, loss of
profits, or for any special, consequential or incidental damages, however caused, and
whether claimed by CUSTOMER or by any third party.
Where applicable the parties acknowledge that the services will be provided to
CUSTOMER through the use of a broadband connection. In the event that the broadband service becomes non-operational, the Services may be temporarily interrupted or
permanently terminated without prior notice to CUSTOMER. In no event shall
VOIPTREX be liable for any damages, losses or liabilities caused to or incurred by
CUSTOMER, directly or indirectly, as a result of such an interruption or termination.

8. Default; Remedies - Any of the following events shall constitute a default under
a signed Agreement:
a) Failure by CUSTOMER to fulfill any payment obligation.
b) If either party has filed or commenced any preceding for any relief under
bankruptcy or insolvency laws of the United States of America.
c) If any substantial part of a party's property becomes subject to any levy, seizure, assignment, application, or sale for or by a creditor or governmental agency.
d) The dissolution or termination of the existence of a party.
e) Non-performance by a party of any provision of a signed Agreement, after
having had thirty (30) days in which to remedy the fault.
In the event of a default by a party as described above, the other party shall have the
right to immediately terminate this Agreement, in addition to any other remedy to
which such party may be entitled by applicable law. If the default is by CUSTOMER,
VOIPTREX has the right to retain all payments made by CUSTOMER, in addition to
any other right that VOIPTREX has by applicable law.
VOIPTREX

9. Termination of a signed Agreement - A signed Agreement may be terminated
by either party if:
There is a confirmed outage of Service and VOIPTREX cannot restore Service within
thirty (30) days.
A signed Agreement may be terminated on notice by VOIPTREX to CUSTOMER, if
CUSTOMER fails:
a) To make payment of any amount due under the Agreement, or
b) To cease any activity in violation of the operational requirements of the
Agreement.
If an Agreement is terminated, in addition to all of VOIPTREX 's other legal
remedies, VOIPTREX shall be entitled to declare immediately due and payable the
amount specified in Clause 4 of these T&C's. This amount payable shall constitute
liquidated damages and shall not constitute a penalty.
A signed Agreement may NOT be terminated due to any of the following:
a) If VOIPTREX 's inability to perform is due to acts or omissions of CUSTOMER
or its agents, or contractors or,
b) For intermittent failures of Service due to sun outages, meteorological or
astronomical disturbances.

10. General Provisions

10.1 Any failure or delay in the performance by VOIPTREX of its obligations to
commence or to continue to provide Service shall not be a breach of a signed
Agreement and shall not constitute a failure for purposes of determining whether a
Confirmed Outage or a failure on a Confirmed Basis has occurred, if such a delay
results from any Act of God, governmental action (whether in its sovereign or contractual capacity), or any other circumstance reasonably beyond the control of VOIPTREX , including but not limited to, receive earth station sun outage, meteorological or astronomical disturbances, earthquake, snowstorm, fire, flood, strikes or labor disputes (excluding any strikes or labor disputes by VOIPTREX employees), war, civil disorder, epidemics, quarantines, embargoes, or act or omissions of CUSTOMER or any third parties, including, without limitation, any failure of CUSTOMER to provide, or the failure of, any of the CUSTOMER provided facilities, requirements or regulations of the United States and the Government of the Host Country and any other civil or military authority, or for any cause beyond either party's reasonable control; without incurring any liability to CUSTOMER. VOIPTREX reserves the right to discontinue efforts to provide the Service, upon notice given to CUSTOMER on account of such conditions.

10.2 CUSTOMER shall not assign or otherwise transfer its rights or obligations under a signed Agreement, except to an Affiliate, without the prior written consent of VOIPTREX; any prohibited assignment shall be null and void. VOIPTREX shall have the right to assign all or part of its rights or obligations under a signed Agreement without the prior written consent of CUSTOMER. In such event, CUSTOMER of written notice shall release VOIPTREX from all liabilities hereunder upon receipt to such assignment and CUSTOMER shall have no recourse against VOIPTREX. Such written notice shall include the name of the assignee and an agreement from the assignee to assume such liabilities.

10.3 A signed Agreement shall be interpreted in accordance with the laws of the
State of California, USA. Both parties agree to submit any differences that emerge
between them from the Agreement to the jurisdiction and tribunals of United States,
waiving their right to any other jurisdiction that may apply due to their addresses,
past, present o future.

10.4 Arbitration. Any controversy or claim arising out of or related to the order, or
the breach thereof, shall be settled by arbitration in accordance with the rules of the
American Arbitration Association and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing
party shall be entitled, in addition to any other rights and remedies it may have, to
reimbursement for its expenses incurred thereby, including court costs and
reasonable attorney's fees. VOIPTREX reserves the right to suspend work on the
order until a settlement is reached. No payment due or payable by CUSTOMER shall
be withheld on account of pending arbitration.

10.5 A signed Agreement may not be changed, modified, amended or released,
except by previous written agreement entered into by duly authorized representatives
of VOIPTREX and CUSTOMER. A duly authorized representative of VOIPTREX is
the President or a Vice President of VOIPTREX .
10.6 In the event of any default of CUSTOMER, VOIPTREX may decline to provide
further Services. If VOIPTREX elects to continue providing Services, such action
shall not constitute a waiver of any default or in any way affect VOIPTREX 's legal
remedies for such default. The waiver of any breach or default hereunder shall not
constitute the waiver of any subsequent breach or default.

10.7 The invalidity or unenforceability of any particular provision of a signed
Agreement will not affect any other provision of the Agreement, which will be
construed in all respects as if such invalid or unenforceable provision were omitted.

10.8 Both parties recognize that any Confidential Information disclosed by either
party is of proprietary value to the other. Neither party shall use or disclose such
Confidential Information to others (except to its employees who are also bound to
hold strict confidentiality) without the express written permission of the other party,
except that either party shall not be prevented from disclosing that portion of
Confidential Information received from the other party that (i) can be demonstrated
by written records from a source other than the parties at the time of receipt; or (ii)
was subsequently otherwise legally acquired by the parties from a third party having
an independent right to disclose the information; or (iii) is now or later becomes
publicly known without breach of a signed Agreement by either party or any party
that received such Confidential Information from either party. The Parties obligation
of secrecy shall survive expiration or early termination of a signed Agreement. The
parties shall hold in confidence the information contained in the Agreement.
Notwithstanding the foregoing, disclosure, on a confidential basis, by either party to
its principals, auditors, attorneys, investors, lenders, insurance agents, and proposed
and actual successors in interest is permitted.

10.9 Any notice or report required or permitted by a signed Agreement shall be
deemed given if delivered personally, if sent by either party to the other by courier,
first class mail, postage prepaid or transmitted via facsimile addressed to the other
party at the following address for VoIPTREX :

VOIPTREX
3130 De La Cruz Blvd
Suite 114
Santa Clara, Ca 95054
Tel: 408-786-9980
Fax: 408-869-1914
e-mail: info@VoIPTREX.com

For client it will be address as stipulated in the signed Broadband IP Connectivity
Agreement. Or at any other address with prior written notification to the other party.
Notice shall be deemed effective upon receipt.

Business VoIP Services:

These Terms of Service constitute the agreement ("Agreement") between VoIPTREX
Corp. ("we," "us" or " VoIPTREX ") and the user ("you," "user" or "Customer") of VoIPTREX 's enhanced Small Business communications services and any related
products or services ("Service"). This Agreement governs both the Service and any
devices, such as an IP phone, Multimedia Terminal Adapter, Analog Telephone Adapter or any other IP connection device, ("Device" or "Equipment") used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understood, and you agree, to the terms and conditions of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms.

1. SERVICE

1.1 Term
Service is offered on a monthly basis for a term which begins on the date that VoIPTREX activates your Service and ends on the day before the same date in the following month. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give VoIPTREX written notice of non-renewal at least ten (10) days before the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms, meaning that if you attempt to terminate Service prior to the end of a monthly term, you will be responsible for the full month's charges to the end of the then-current term, including without limitation unbilled charges, all of which immediately become due and payable. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement.

1.2 Small Business Use of Service and Device - Prohibition on Resale If you have subscribed to VoIPTREX 's Small Business services, the Service and Device are provided to you as a small business user. This means that you are not to resell or transfer the service or device to any other person for any purpose, without express written permission from VoIPTREX in advance. You agree that the VoIPTREX Small 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. VoIPTREX reserves the right to immediately terminate or modify the Service, if VoIPTREX determines, in its sole discretion, that Customer's Service is being used for any of the aforementioned activities.

1.3 Prohibited Uses
You agree to use the Service and Device only for lawful purposes. This means that you agree not to use them for transmitting or receiving any communication or material of any kind when in VoIPTREX 's sole judgment the transmission, receipt or possession of such communication or material (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law in the US or in the Country where you reside. Usage of the service is at your own sole risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any a and all such use of the Service and/or Device by yourself or any person making use of the Service or Device provided to you and agree to indemnify and hold harmless VoIPTREX against any and all liability for any such use. VoIPTREX reserves the right to terminate your service immediately and without advance notice if VoIPTREX, in its sole discretion, believes that you have violated the above restrictions, or find that you area abusing the service, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, all of which immediately become due and payable and may at VoIPTREX 's discretion be Immediately charged to your credit card. You are liable for any and all use of the Service and/or Device by yourself and by any person making use of the Service or Device provided to you and agreed to indemnify and hold harmless VoIPTREX against any and all liability for any such use. If VoIPTREX, in its sole discretion believes that you have violated the above restrictions and have finding of abuse for more than 1000 minutes, VoIPTREX may forward the objectionable material, as well as your communications with VoIPTREX and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.

1.4 Loss of Service Due to Power Failure or Internet Service Outage or Termination or
Suspension or Termination by VoIPTREX You acknowledge and understand that the Service does not function in the event of power failure. You also acknowledge and understand that the Service requires a fully functional broadband connection to the Internet (which is not provided by VoIPTREX) and that, accordingly, in the event of an outage of, or termination of service with or by, your Internet service provider (ISP) and/or broadband provider, the Service will not function, but that you will continue to be billed for the Service unless and until you or VoIPTREX terminate the Service in accordance with this Agreement.

1.5 Theft of Service
You agree to notify VoIPTREX immediately, in writing or by calling the VoIPTREX customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft or fraudulent use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. Until such time as VoIPTREX receives notice of the theft or fraudulent use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen Service or fraudulent use of the Service.

1.6 Service Distinctions
You acknowledge and understand that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the enhanced Service offering provided by VoIPTREX . The Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect your rights of redress before Federal, State or Provincial telecommunications regulatory agencies.

2. CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

2.1 Billing
You must give us a valid credit card number (Visa, MasterCard, Discover, American
Express or any other issuer then-accepted by VoIPTREX ) when the Service is activated
or transfer funds via wire transfer. VoIPTREX reserves the right to stop accepting credit cards from one or more issuers. If the card expires, you close your account, your billing address changes, or the card is cancelled and replaced owing to loss or theft, you must advise VoIPTREX at once. VoIPTREX VoIP Business Services are prepaid services. A minimum pre-payment of per account is required to cover monthly charges and usage and will be stipulated in your proposal depending on your service. When your account credit balance reaches a minimum of $25 we will automatically bill your credit card on file for an additional pre-payment to maintain a positive balance and avoid service disconnection. If we are unable to process your card and do not receive payment before your balance is expired your account will be disconnected. To reactivate your account a re-activation fee of $35 will be charged. We will bill all charges, applicable taxes and surcharges monthly in advance to your credit card, including but not limited to: activation fees, monthly Service fees, international usage charges, advanced feature charges, equipment purchases, re-connection fees and shipping and handling charges. Any usage charges will be billed in increments that are rounded up to the nearest minute except as otherwise set forth in the rate schedules available from VoIPTREX .

2.2 Billing Disputes

You must notify VoIPTREX in writing within 7 days after receiving your credit card statement if you dispute any VoIPTREX charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address:

Billing Department
VoIPTREX, LLC
3130 De La Cruz Blvd
Suite 114
Santa Clara, Ca 95054

2.3 Payment

VoIPTREX accepts payments by credit card or advanced wire transfer as set forth in Section 4.1. Your initial use of the Service authorizes VoIPTREX to charge the credit card account number on file with VoIPTREX , including any changed information given VoIPTREX if the card expires or is replaced, or if you substitute a different card, for VoIPTREX charges as set forth in Section 2.4 This authorization will remain valid until 30 days after VoIPTREX receives your written notice terminating VoIPTREX 's authority to charge your credit card, whereupon VoIPTREX will charge you the disconnect fee and any other outstanding charges and terminate the Service. VoIPTREX may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with VoIPTREX is declined or reversed, your credit card expires and you have not provided VoIPTREX with a valid replacement credit card or in case of any other non-payment of account charges. Termination of Service for declined or expired card, reversed charges or non-payment leaves you FULLY LIABLE to VoIPTREX for ALL CHARGES ACCRUED BEFORE TERMINATION and for all costs incurred by VoIPTREX in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.

2.4 Termination/Discontinuance of Service
VoIPTREX reserves the right to suspend or discontinue providing the Service generally, or to terminate your Service, at any time in its sole discretion. If VoIPTREX discontinues providing the Service generally, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month's charges. If your Service is terminated for any stated reason, including without limitation violation of this Agreement, or because of any improper use of the Service or Device (such as, but not limited to, your attempts to hack, disrupt, or misuse the Service or your acts or omissions that violate any acceptable use policy of VoIPTREX or of a third party provider to which VoIPTREX is subject), you will be responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, all of which immediately become due and payable.

2.5 Taxes
You are responsible for, and shall pay, any applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or a Device. Such amounts are in addition to payment for the Service or Devices and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you shall provide VoIPTREX with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date VoIPTREX receives such certificate.

3. WARRANTY and LIABILITY LIMITATIONS / INDEMNIFICATION

3.1 Limitation of Liability

VoIPTREX shall not be liable for any delay or failure to provide the Service, including 911 dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:
1.) Act or omission of an underlying carrier, service provider, vendor or other third
party;
2.) Equipment, network or facility failure;
3.) Equipment, network or facility upgrade or modification;
4.) Force majeure events such as (but not limited to) acts of god; strikes; fire; war; riot; government actions;
5.) Equipment, network or facility shortage;
6.) Equipment or facility relocation;
7.) Service, equipment, network or facility failure caused by the loss of power to Customer;
8) Outage of Customers ISP or broadband service provider;
9) Act or omission of Customer or any person using the Service or Device provided to Customer; or
10) Any other cause that is beyond VoIPTREX 's control, including without limitation a failure of or defect in any Device, the failure of an incoming or outgoing communication, the inability of communications (including without limitation 911 dialing) to be connected or completed, , or degradation of voice quality. VoIPTREX 's aggregate liability for (i) any failure or mistake; (ii) any claim with respect to VoIPTREX 's performance or nonperformance hereunder or (iii) any VoIPTREX act or omission in connection with the subject matter hereof shall in no event exceed Service charges with respect to the affected time period.

3.2 Disclaimer of Damages

IN NO EVENT SHALL VOIPTREX , ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT VOIPTREX WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

3.3 Indemnification

Customer agrees to defend, indemnify, and hold harmless VoIPTREX , its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer's Service, relating to this Agreement, the Services, including 911dialing, or the Device. This paragraph shall survive termination of this Agreement.

3.4 No Warranties on Service
VOIPTREX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMERS REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, VOIPTREX DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER VOIPTREX NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO VOIPTREX 'S OR CUSTOMER'S TRANSMISSION FACILITIES OR PREMISES 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 VOIPTREX 'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY VOIPTREX OR VOIPTREX 'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

3.5 No Warranties, or Limited Warranties, for Devices
If Customer received the Device new from VoIPTREX and the Device included a limited
warranty at the time of receipt, Customer must refer to the separate limited warranty document provided with the Device for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation. If Customer's Device did not include a limited warranty from VoIPTREX at the time of receipt, Customer agrees that it accepts its Device "as is" and that Customer is not entitled to replacement or refund in the event of any defect, except that for Retail Customers only, VoIPTREX will provide a limited warranty on the Device as to manufacturing defects only for a period of one (1) year from the date of purchase. This Retail Customer limited warranty shall not apply to any defect or failure other than a manufacturing defect, and, without limiting the generality of the foregoing, shall not apply to any defect caused by damage in transit, retailer handling or Retail Customer handling. Retail Customer must include with the returned Device a letter stating that the Retail Customer is returning the Device for warranty repair or replacement and stating the nature of the defect. This Retail Customer limited warranty shall also apply in lieu of the limited warranty included with the Device if such included limited warranty is less favorable
to Retail Customer than that contained herein.. OTHER THAN WARRANTIES AS TO THE
DEVICE EXPRESSLY SET FORTH IN DOCUMENTATION PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, VOIPTREX MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE, DEVICE OR ANY FIRMWARE OR SOFTWARE IS ERROR FREE OR WILL MEET CUSTOMER¿S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE.

3.6 No Third Party Beneficiaries

No provision of this Agreement provides any person or entity not a party to this
Agreement with any remedy, claim, liability, reimbursement, or cause of action or
creates any other third party beneficiary rights.

3.7 Content
You are liable for any and all liability that may arise out of the content transmitted by or to you or Users using the Services. You shall assure that your or User's use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. VoIPTREX reserves the right to terminate or suspend affected Services, and/or remove your or Users' content from the Services, if VoIPTREX determines that such use or content doer not conform with the requirements set forth in this Agreement or interferes with VoIPTREX 's ability to provide Services to you or others or receives notice from anyone that your or Users' use or Content may violate any laws or regulations. VoIPTREX 's actions or inaction under this Section shall not constitute review or approval of your or Users' use or Content. You will indemnify and hold VoIPTREX against any and all liability arising from the content transmitted by or to you or to Users using the Services. A "User" means any person, whether authorized or unauthorized, using the Service and/or Device provided to you.

4. GOVERNING LAW / RESOLUTION OF DISPUTES

4.1 Mandatory Arbitration

Any dispute or claim between Customer and VoIPTREX arising out of or relating to the
Service or Device provided in connection with this Agreement shall be resolved by
arbitration before a single arbitrator administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules The arbitration shall
take place in California and shall be conducted in English. The arbitrator's decision
shall follow the plain meaning of the relevant documents, and shall be final and
binding. Without limiting the foregoing, the parties agree that no arbitrator has the
authority to: (i) award relief in excess of what this Agreement provides; or (ii) award
punitive or exemplary damages. Judgment on the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. All claims shall be arbitrated
individually and Customer will not bring, or join any class action of any kind in court
or in arbitration or seek to consolidate or bring previously consolidated claims in
arbitration. CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION
CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.

4.2 Governing Law

The Agreement and the relationship between you and VoIPTREX shall be governed by
the laws of the State of California 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 6.1, you and VoIPTREX agree to submit to the personal
and exclusive jurisdiction of the courts located within the state of California and waive
any objection as to venue or inconvenient forum. The failure of VoIPTREX 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. You agree
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.

4.3 Entire Agreement

This Agreement and the rates for Services found on VoIPTREX 's website and available
from VoIPTREX constitute the entire agreement between you and VoIPTREX and
govern your use of the Service, superseding any prior agreements between you and
VoIPTREX and any and all prior or contemporaneous statements, understandings,
writings, commitments, or representations concerning its subject matter. No
amendment to this Agreement shall be binding upon VoIPTREX unless and until
posted in accordance with Section 3 hereof.

4.4 Severability

If any part of this Agreement is legally declared invalid or unenforceable, all other
parts of this Agreement are still valid and enforceable. Such invalidity or nonenforceability
will not invalidate or render unenforceable any other portion of this Agreement.

5. PRIVACY

VoIPTREX Service utilizes, in whole or in part, the public Internet and third party
networks to transmit voice and other communications. VoIPTREX is not liable for any
lack of privacy which may be experienced with regard to the Service.