VOYSSplus VoIP SERVICE TERMS AND CONDITIONS

This agreement ("Agreement") is between Voyss Solutions ("Voyss") and an end user ("End User") of the Voyssplus Voice over Internet Protocol Service ("Voyssplus"). Any Voyssplus services or products ("Services") provided by Voyss to End User shall be governed by the terms and conditions herein. By 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 Voyss by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE; and (3) LIMITING Voyss’ 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 Voyss, 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 Voyss. No waiver or amendment to this contract or these terms and conditions shall be binding on Voyss unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of Voyss.

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"). At the end of the current Term, the Term is automatically renewed unless End User provides Voyss, prior to the end of the current Term, notification of intention to cancel the service. End User agrees to pay for Services for the duration of the Term. Expiration of the Term does not alleviate End User of responsibility for paying all unpaid, accrued charges due hereunder. If End User chooses to cancel the service before the end of the current Term, Disconnection fees may apply as set forth below.

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

4. 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.

5. 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 Voyss FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.

6. 911 ACKNOWLEDGEMENT. VOYSSPLUS 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 VOYSSPLUS VOIP SERVICE WILL BE REQUIRED TO SIGN THE VOYSSPLUS VOIP 911 TERMS OF SERVICE AGREEMENT.

7. EQUIPMENT. To provide the Services, Voyss may provide Equipment to End User. All Equipment shipments are F.O.B. Voyss' facility. Voyss' 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 Service. End User shall be required to obtain authorization from Voyss to return any Equipment. Voyss will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. Voyss 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 Voyss, and End User will be responsible to pay return shipping charges.

8.BILLING, CHARGES AND PAYMENT. 8.1. PAYMENT. Upon purchase of the Service, End User must provide Voyss with a valid credit card number or bank routing number for automatic draft. End User authorizes Voyss to charge the credit card number or draft the account provided by End User for all charges arising from End User's use of the Services. End User agrees to notify Voyss of any change to the credit card or banking information including, but not limited to, changes in account number, expiration date or billing address. Voyss shall not be responsible for any charges made by the Credit Card issuer or financial institution to End User's Credit Card or Bank account for exceeding credit limit, insufficient funds or other reasons. End User's credit card or bank account will not be billed until product has shipped. Estimated ship dates are approximate and are not guaranteed.

8.2. 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 Voyss. End User will provide such credit information or assurance as is requested by Voyss at any time. Voyss, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

8.3. BILLING. Voyss will provide End User with a monthly billing statement for the Services and bill all charges invoiced to End User's account to the Credit Card or drafted from Bank 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 and may be paid by Credit Card or Bank draft if approved by Client to do so. Billing for monthly service fees commences upon purchase of the Services, 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.

8.4. 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 or draft, Voyss 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 Voyss. If charges cannot be processed to the Credit Card, End User will be charged a fee of twenty-five dollars ($25.00). A fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.

8.5. REGULATORY RECOVERY FEE. A Regulatory Recovery Fee of $1.50 will be charged monthly to offset costs incurred by Voyss 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. This fee is included in the cost of the monthly recurring charge for each Service plan.

8.6. DISCONNECTION AND CONVERSION FEES. If an End User terminates voice Services within twelve (12) months of the initial purchase of the Services, Voyss shall charge a service Disconnection Fee of fifty nine dollars and ninety nine cents ($59.99) for each extension. If an End User terminates a voice services within twenty four (24) months of the initial purchase of the Services, Voyss shall charge a Disconnection Fee of twenty-nine dollars and ninety-nine cents ($29.99) for each Extension. Disconnection Fees shall be billed to End User's Credit Card or Bank account when End User notifies Voyss of the cancellation of the Services.

8.7. RATE CHANGES. Voyss may change the prices for the Services and toll charges from time to time. Voyss may change prices, plans, taxes or fees without any advance notice. In the event of a change in prices or toll charges, Voyss will post such changed rates to the web site currently located at http://www.voyss.com/terms. html. International toll calling rates are updated periodically and no other notice shall be provided for changes to international toll calling rates.

8.8. 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.

8.9. DISCOUNTS. From time to time in its sole discretion, Voyss may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be entered 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.

8.10. BILLING DISPUTES. End User must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by Voyss or End User waives any objection and further recourse. Written statements disputing charges must be sent to:

Billing Department
Voyss Solutions
PO Box 17439
Winston-Salem, NC 27116
-or- claims@Voyss.com

9.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 Plan. Calls to a phone number outside the lower 48 United States and Canada will be charged at the current rates published on the Voyssplus web site at www.voyss.com/terms. html. 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 premium rate telephone number may result in higher toll charges.

10. TELEPHONE NUMBER. Any telephone number provided by Voyss ("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 Voyss. Voyss reserves the right to change, cancel or move the Number at its sole discretion.

11.LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Equipment in any way without the express written permission of Voyss. 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 Voyss of any lost or stolen Equipment and shall cooperate with Voyss in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At Voyss' 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 Voyss is informed of the loss or theft and can effect a termination of the Services.

12.PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of Voyss or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services at the sole discretion of Voyss. End User understands that neither Voyss 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 Voyss. Voyss' Service Plans for business End Users that include minutes of PSTN calls are for reasonable business use of End User 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, 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. 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. Any use found to be inconsistent with this restriction will result in termination of the Service. Voyss reserves the right to immediately terminate or modify the Services of any End User if Voyss determines, in its sole discretion, that End User is not using the Services for End User's reasonable business use.

13.CHANGES TO THE AGREEMENT, SERVICES OR PLAN. Voyss reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan ("Change of Service"). In the event of a Change of Service, Voyss will post to the Web Site currently located at http://www.voyss.com/terms.html. 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.

14.NOTICE. 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 Voyss 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. 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.

15. TERMINATION. End User agrees to provide Voyss 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 Voyss. In accordance with section 5, Disconnection Fees may apply. Voyss reserves the right, 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, 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, Voyss' network or other End User's use of the Services. Voyss reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that Voyss' determination is final and binding on End User. Voyss may require an activation fee to change or resume a terminated or suspended account.

16.PRIVACY. Voyssplus utilizes the public Internet and third party networks to provide voice and video communication services. Accordingly, Voyss cannot guarantee the security of voice and video communications of End User. Voyss 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 Voyss. Voyss 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, Voyss will only share the personal data End User provides with other Voyss entities and/or business partners that are acting on Voyss' behalf to complete the activities described herein. Such Voyss entities and/or national or international business partners are governed by Voyss' privacy policies with respect to the use of this data. However, Voyss reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either Voyss or any company affiliated with Voyss. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Voyss may disclose personally identifiable information.

17. RETURNS AND ADJUSTMENTS. No Equipment may be returned by End User for any reason without prior approval of Voyss. End User shall be responsible for all costs related to shipping to Voyss any Equipment that is being returned. Any Equipment returned to Voyss 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 Voyss, return to Voyss any Equipment provided hereunder, undamaged and in good working condition, and with its original content or otherwise will be immediately responsible for paying to Voyss an amount equal to the fair retail price of the equipment minus any payments End User had previously paid specifically for said Equipment.

18. TECHNICAL SUPPORT. Voyss 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.

19.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 Voyss for all attorney, court, collection and other costs incurred by Voyss in the enforcement of Voyss' rights hereunder and Voyss may keep any deposits or other payments made by End User.

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

21. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL VOYSS 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 VOYSS OR ITS VENDORS OR OTHERWISE.

22.WARRANTY AND LIABILITY LIMITATIONS. VOYSS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER VOYSS NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO VOYSS' 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 VOYSS' OR ITS VENDORS' NEGLIGENCE. ANY CLAIM AGAINST VOYSS MUST BE MADE WITHIN 90 DAYS OF THE EVENT OF THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER AND VOYSS HAS NO LIABILITY THEREAFTER. VOYSS' LIABILITY IS LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND. VOYSS 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 VOYSS. IN NO EVENT SHALL VOYSS' TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY END USER TO VOYSS IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.

23.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.

24. 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 Voyss or its vendors.

25. SOFTWARE COPYRIGHT. Any software used by Voyss 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.

26. SURVIVAL. The provisions of section 3, 5, 15, 16, 17, 18, 19 21, 24 and 26 shall survive any termination of the Agreement.

27. NOTICES. Voyss 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 Voyss 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.

25.FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Voyss 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 Voyss as may occur in spite of Voyss' best efforts.

29.GOVERNING LAW / RESOLUTION OF DISPUTES. 29.1. Mandatory Arbitration. PLEASE READ THIS PROVISION CAREFULLY. IT MEANS THAT, EXCEPT AS NOTED BELOW, END USER AND VOYSS 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 Voyss 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, Voyss 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 Voyss agree to bear their own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. If End User requests an arbitration hearing, that hearing will take place either telephonically or in Hickory, NC . As a limited exception to the agreement to arbitrate, End User and Voyss agree that: (a) End User may file Claims in small claims court in Catawba County, North Carolina, if the Claims qualify for hearing by such court; (b) if End User fails to timely pay amounts due, Voyss 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 North Carolina Superior Court, County of Catawba or in the United States District Court for the Western District of North Carolina.

29.2. Prefiling Notice of Claim. BEFORE INSTITUTING ARBITRATION OR SUIT, END USER AGREES TO PROVIDE VOYSS WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO VOYSS . IF Voyss IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN END USER OR Voyss MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 26.1. All claim notices should be sent to:

VP Customer Relations
Voyss Solutions
PO Box 17439
Winston-Salem, NC 27116
-or- claims@voyss.com

29.3. Governing Law. The Agreement and the relationship between End User and Voyss shall be governed by the laws of the State of North Carolina 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 26.1, End User and Voyss agree to submit to the personal and exclusive jurisdiction of the courts within the state of North Carolina, to the extent possible in Catawba County, and waive any objection as to venue or inconvenient forum. The failure of Voyss 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.

30. ENTIRE AGREEMENT. The terms and conditions of this Agreement, along with the rates posted to the web site currently located at http://www.voyss.com/terms 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 Voyss and End User.

-------------------------------------------------------------------------------- VoIP 911 SERVICES TERMS OF SERVICE BY USING AND PAYING FOR THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO ALL OF THE INFORMATION BELOW REGARDING THE VOYSSplus 911EMERGENCY DIALING SERVICE, AND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL 911 OR ENHANCED 911 ("e911") CALLS. YOU ACKNOWLEDGE AND UNDERSTAND THAT VOYSS OFFERS A 911 EMERGENCY SERVICE AS DESCRIBED HEREIN AND THAT SUCH 911 DIALING IS DIFFERENT IN A NUMBER OF IMPORTANT WAYS (SOME, BUT NOT NECESSARILY ALL, OF WHICH ARE DESCRIBED IN THIS AGREEMENT) FROM TRADITIONAL 911 SERVICE, AND THAT WE HAVE TOLD YOU THAT THE VOYSS SERVICE DOES NOT SUPPORT TRADITIONAL 911 OR E911.

VOYSSplus 911 DIALING CANNOT BE USED IN CONJUNCTION WITH A SOFT PHONE APPLICATION AND IS ONLY AVAILABLE ON VOYSS PROVIDED DEVICES OR EQUIPMENT. YOU AGREE TO INFORM ANY GUESTS AND OTHER THIRD PERSONS WHO MAY BE PRESENT AT THE PHYSICAL LOCATION WHERE YOU UTILIZE THE SERVICE OF THE NON-AVAILABILITY OF TRADITIONAL 911 OR E911DIALING FROM YOUR VOYSS SERVICE AND DEVICE(S) AND TO INFORM THEM OF THE IMPORTANT DIFFERENCES AND LIMITATIONS OF VOYSS 911 DIALING SERVICE AS COMPARED WITH TRADITIONAL 911 OR E911 DIALING THAT ARE SET FORTH IN THIS AGREEMENT.

911-TYPE DIALING CAPABILITIES WITH VOYSSplus SERVICE WHEN YOU DIAL 911 ON YOUR PHONE UTILIZING VOYSS PLUS SERVICE, YOUR CALL MAY BE ROUTED TO A DIFFERENT DISPATCHER THAN THAT USED FOR TRADITIONAL 911 DIALING. THE DISPATCHER MAY BE LOCATED AT A PUBLIC SAFETY ANSWERING POINT (PSAP) DESIGNATED FOR THE ADDRESS YOU LISTED AT THE TIME YOU REGISTERED FOR THE SERVICE OR OTHER BACK-UP EMERGENCY ANSWERING SERVICES. VOYSS RELIES ON THIRD PARTIES FOR THE FORWARDING OF INFORMATION UNDERLYING SUCH ROUTING, AND ACCORDINGLY VOYSS AND ITS THIRD PARTY PROVIDER(S) DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY IN THE EVENT SUCH INFORMATION OR ROUTING IS INCORRECT. IN ADDITION, VOYSS PLUS 911 SERVICE HAS FEWER CAPABILITIES THAN TRADITIONAL 911 OR E911 SERVICE AS FOLLOWS: VOYSS 911 EMERGENCY DIALING IS ONLY AVAILABLE AT THE PHYSICAL STREET ADDRESS REGISTERED WITH VOYSS FOR THE PARTICULAR AREA CODE AND PHONE NUMBER

You acknowledge and agree that 911-type Services shall only be available at the Physical street address associated with the particular Area Code and Phone Number assigned to you. You further acknowledge and agree that 911-type Services will not be available to a particular customer and neither VOYSS nor its underlying service providers shall have any liability to you or any third party for failure to provide 911 Services to you in the event of the assignment of a Area Code and Phone Number to you located outside of the Exchange Area associated with your physical street address or relocation of the telephone device to which an Area Code and Phone Number has been assigned to a location other than your physical street address as registered with VOYSS.

FAILURE TO DESIGNATE THE CORRECT PHYSICAL STREET ADDRESS IF YOU DO NOT CORRECTLY IDENTIFY THE ACTUAL CURRENT AND CORRECT PHYSICAL STREET ADDRESS LOCATION WHERE YOUR VOYSS EQUIPMENT WILL BE LOCATED AT THE TIME YOU REGISTER FOR THE SERVICE, 911COMMUNICATIONS MAY BE MISDIRECTED TO AN INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. When activating Service you must provide the actual physical street address where the Device will be located, not a post office box, mail drop or similar address. You acknowledge and understand that 911 dialing does not function properly or at all if you move or otherwise change the physical location of your VOYSS Device to a different street address. Any change of the devices physical address must be coordinated with VOYSS for the service and 911 to work properly.

AUTOMATED NUMBER & LOCATION IDENTIFICATION THE PSAP RECEIVING VOYSSplus VOICE 911 EMERGENCY SERVICE CALLS MAY NOT BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. VOYSS' system is configured in most instances to send the automated number identification information and to transmit identification of the address that you have registered with VOYSS to the Public Safety Answering Point (PSAP) and local emergency personnel for your area when you dial 911; however, one or more telephone companies, not VOYSS, route the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and PSAPs are not yet always technically capable of doing so. You acknowledge and understand that PSAP and emergency personnel may or may not be able to identify your phone number and location in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and location and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

POWER FAILURE, OUTAGES OR DISRUPTIONS OF SERVICE YOU ACKNOWLEDGE AND ACCEPT THAT VOYSSplus 911 SERVICE WILL NOT FUNCTION IF YOUR EQUIPMENT FAILS OR IS NOT CONFIGURED CORRECTLY OR IF YOUR VOYSSplus SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, IN THE EVENT OF A POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION INCLUDING SUSPENSION OR TERMINATION OF SERVICE BY YOUR BROADBAND PROVIDER AND/OR ISP OR BY VOYSS FOR ANY REASON INCLUDING BILLING ISSUES OR FOR OTHER REASONS DESCRIBED ELSEWHERE IN THIS AGREEMENT. IF THERE IS A POWER OUTAGE THE SERVICE AND 911 DIALING WILL NOT FUNCTION UNTIL POWER IS RESTORED AND YOU MAY BE REQUIRED TO RESET OR RECONFIGURE THE VOYSS EQUIPMENT PRIOR TO BEING ABLE TO USE YOUR VOYSSplus VOICE SERVICE, INCLUDING FOR 911 PURPOSES. POSSIBILITY OF NETWORK CONGESTION AND/OR REDUCED SPEED FOR ROUTING OR ANSWERING 911 YOU ACKNOWLEDGE AND UNDERSTAND THAT FOR TECHNICAL REASONS ASSOCIATED WITH THE POSSIBILITY OF NETWORK CONGESTION, WITH VOYSSplus VOICE SERVICE THERE IS A GREATER POSSIBILITY THAT YOUR 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER, AS COMPARED TO TRADITIONAL 911 CALLS OVER TRADITIONAL PUBLIC TELEPHONE NETWORKS. You acknowledge and accept that VOYSS relies on third parties for the forwarding of information underlying such routing, and accordingly VOYSS and its third party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect.

LIMITATION OF LIABILITY AND INDEMNIFICATION AS DESCRIBED HEREIN, THIS 911-TYPE DIALING CURRENTLY IS NOT THE SAME AS TRADITIONAL 911 OR E911 DIALING, AND AT THIS TIME, DOES NOT NECESSARILY INCLUDE ALL OF THE CAPABILITIES OF TRADITIONAL 911 DIALING. YOU ACKNOWLEDGE AND UNDERSTAND SUCH LIMITATIONS AND AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS VOYSS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER OF ITS UNDERLYING PROVIDERS, SERVICE PROVIDERS OR OTHER THIRD PARTY PROVIDERS WHO FURNISH SERVICES TO YOU OR VOYSS IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FROM ANY AND ALL LIABILITIES, CLAIMS, ACTIONS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES) BY, OR ON BEHALF OF, YOU OR ANY THIRD PERSON OR PARTY OR USER OF THE SERVICE RELATING TO OR ARISING OUT OF THE ABSENCE, FAILURE OR OUTAGE OF THE SERVICE, INCLUDING 911 DIALING AND/OR INABILITY OF YOU OR ANY THIRD PERSON OR PARTY OR USER OF THE SERVICE TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL AND/OR MISROUTES OF 911 CALLS, INCLUDING BUT NOT LIMITED TO MISROUTES RESULTING FROM YOUR PROVISION TO VOYSS OF INCORRECT ADDRESS INFORMATION IN CONNECTION THEREWITH. FURTHER, YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION RESULTING FROM THE FOREGOING EVENTS OR CONDITIONS UNLESS IT IS PROVEN THAT THE ACT OR OMISSION PROXIMATELY CAUSING THE CLAIM, DAMAGE, OR LOSS CONSTITUTES GROSS NEGLIGENCE, GROSS RECKLESSNESS, OR INTENTIONAL GROSS MISCONDUCT ON THE PART OF VOYSS.

ALTERNATIVE 911 ARRANGEMENTS YOU ACKNOWLEDGE THAT VOYSS DOES NOT OFFER PRIMARY LINE OR LIFELINE SERVICES, AND THAT VOYSS STRONGLY RECOMMENDS THAT YOU ALWAYS HAVE AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911SERVICES. --------------------------------------------------------------------------------

VOYSS SOLUTIONS STANDARD TERMS AND COMMUNICATION SERVICES 1.1 Applicability. Thank you for selecting Voyss Solutions (hereinafter “Voyss”) as your agent for business communications services. These services will be provisioned through and delivered by Broadplex, LLC of Morganton, North Carolina. These Standard Terms and Conditions contain general provisions that apply to all telecommunication and data business Products and Services being purchased by Customer and installed by Broadplex, LLC. “Agreement” refers to the contract under which Customer purchases Products and Services, including all attachments, these Standard Terms and Conditions and other documents incorporated by reference, and all related Order(s).

1.2 Conflicts Provision. If a conflict exists between or among provisions within the Agreement, specific terms will control over general provisions and separately negotiated or added terms, conditions or pricing will control over standardized, posted or non-negotiated terms, conditions and pricing.

2. TERM. “Term” as used in these Standard Terms and Conditions refers to the term defined in the Agreement. These Standard Terms and Conditions apply from the Effective Date until all Orders issued during the Term have expired or terminated. If Customer continues to use certain maintenance, managed, or professional Services following the termination or expiration of the Term, Voyss Solutions may, at its sole discretion, arrange those Services on a time and material basis at Voyss’ then-current rates without applying any discounts or credits under the Agreement. All other terms and conditions of the Agreement will remain in full force and effect during the provision of the maintenance, managed, or professional Services and Customer has paid all outstanding invoices.

3. CHARGES.
3.1 Orders.
A. Rates. During the Order Term, Customer will pay Voyss the rates and charges for a particular Product or Service as set forth in the Agreement.

B. Cancellation. Voyss will notify Customer of rejected Orders. Customer may cancel an Order at any time before Voyss ships the Order or begins performance, but Customer must pay any actual costs incurred by Voyss due to Customer’s cancellation. C. Customer Purchase Orders. The terms and conditions in any Customer-issued purchase order accepted by Voyss will have no force or effect other than to denote Customer’s request for specific quantities, Products or Services, delivery destinations, delivery dates, and any other information required by this Agreement. Customer purchase orders are binding only upon acceptance in writing by Voyss.

3.2 Fixed Rates and Percentage Discounts. Except as expressly stated otherwise in the Agreement, rates that are stated as a flat or fixed recurring or non-recurring charge will not change during the Term if Voyss increases or decreases the list rate in a Schedule or price list. If pricing is shown in the Agreement as a percentage discount off of a Schedule or list price, the percentage discount is fixed for the Term, but Voyss may modify the underlying Schedule rate or list price to which the percentage discount is applied on no less than one day’s notice.

3.3 Rate Adjustments. Voyss may adjust its rates and charges or impose additional fees, charges or surcharges on Customer to recover amounts that governmental or quasi-governmental authorities require Voyss to collect on their behalf, or to pay to others in support of statutory or regulatory programs, plus a commercially reasonable amount to recover the administrative costs associated with such charges or programs. Examples of such charges include, but are not limited to, state and federal Carrier Universal Service Charges, Compensation to Payphone Providers, International Mobile Termination Charges, E911 or Wireless Local Number Portability surcharges, as applicable. Voyss may impose additional charges or surcharges, or establish new rate elements, to recover amounts Voyss is charged for terminating or originating a call to wireless carriers.

3.4 Taxes. A. Taxes Included. Voyss’ rates and charges for Products and Services do not include taxes. Customer will pay all taxes, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, national taxes or charges imposed on or based upon the provision, sale or use of Products and Services. Voyss may aggregate the above items into a Regulatory Cost Recovery Fee. B. Withholding Taxes. Notwithstanding any other provision of the Agreement, if Customer is required by law to make a deduction or withholding (e.g. withhold taxes) from any amount due to Voyss, Customer must notify Voyss in writing. Voyss will then increase the gross amount of Customer’s invoice so that, after Customer’s deduction or withholding for taxes, the net amount paid to Voyss will not be less than the amount Voyss would have received but for the deduction or withholding. C. Exclusions. Customer will not be responsible for payment of:

(1) Voyss’ direct income taxes and employment taxes; and CS Terms and Conditions 2

(2) any other tax to the extent that Customer can demonstrate a legitimate exemption under applicable law and indemnifies Voyss against all claims arising out of Customer’s claimed exemption.

4. BILLING AND PAYMENT.
4.1 Invoicing.
A. Commencement of Invoicing. Unless otherwise specified in the Agreement, Voyss may begin invoicing Customer in full for non-recurring and recurring charges on:

(1) the date the Products or Services are installed and made available;

(2) the delivery date specified in the Order; or

(3) the first day of the first bill cycle after the Effective Date.

B. Delays. If Voyss cannot deliver the Product or Service by the delivery date specified in the Order due to a Customer-caused delay, Voyss may bill Customer as of the delivery date specified in the Order, or if no date is specified, any time after 30 days from the Effective Date.

C. Recurring Services. For recurring Services, fixed service charges will be billed in advance, and usage-based charges will be billed in arrears.

4.2 Payment Date. Customer must pay all undisputed amounts within 30 days of the due date, which is the date of invoice receipt unless otherwise defined in an applicable pricing attachment. If Customer fails to make such payment within 10 days of receiving Voyss’ written notice of nonpayment, Voyss may suspend or terminate the Products or Services. Customer may not offset disputed amounts from one invoice against payments due on another account.

4.3 Late Charges. All items not subject to a bona fide dispute that remain unpaid 30 days after the due date are subject to a late charge of 1.5 % per month. Voyss’ acceptance of late or partial payments is not a waiver of its right to collect the full amount due. Customer’s payment obligations include late charges and third party collection costs incurred by Voyss, including but not limited to reasonable attorneys’ fees, if Customer fails to cure its breach of these payment terms.

4.4 Disputed Invoice Charges. If Customer disputes a charge in good faith, it may withhold payment of that charge so long as Customer (A) makes timely payment of all undisputed charges; and (B) within 30 days of the due date, provides Voyss with a written explanation of the reasons for Customer’s dispute of the charge. Customer must cooperate with Voyss to promptly resolve any disputed charge. If Voyss determines, in good faith, that the disputed charge is valid, Voyss will notify Customer and, within five business days of receiving notice, Customer must pay the charge. If the dispute relates to billing errors, Voyss may credit or debit, as applicable, the net difference between any discovered overcharge or undercharge. This provision does not modify any payment dispute provisions in an applicable Tariff.

5. CREDIT APPROVAL. Voyss arrangement of Products and Services is subject to credit approval of Customer, and Voyss may require a deposit or other form of security during the credit approval process. Additionally, if during the Term of the Agreement or during Order processing a Customer’s financial circumstance or payment history becomes reasonably unacceptable to Voyss, Voyss may require adequate assurance of future payment, including a deposit or additional deposit, advance payment or other form of security.

6. WARRANTIES. EXCEPT AS, AND THEN ONLY TO THE EXTENT, EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE APPLICABLE SERVICE LEVEL AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” VOYSS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES RELATED TO EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE.

7. EQUIPMENT AND SOFTWARE. 7.1 Equipment or Software Not Provided by Voyss. Customer is responsible for any items not provided by Voyss or Broadplex, LLC (including, but not limited to, equipment or software) that impair Product or Service quality.Upon notice from Voyss of such an impairment, Customer will promptly cure the problem. Customer will continue to pay Voyss for Products and Services during such impairment or related suspension. If the impairment interferes with the use of the network by Voyss, Broadplex, LLC or third parties, Voyss, in its reasonable discretion, may suspend or disconnect the affected Products and Services without advance notice to Customer, although Voyss will provide advance notice where practical. At Customer’s request, Voyss or its agent will troubleshoot the impairment at Voyss’ then-current time and materials rates. Voyss is not liable if a commercially reasonable change in Products or Services causes equipment or software not provided by Voyss to become obsolete, require alteration, or perform at lower levels.

7.2 Software License. A. Licensing Requirements. Where software is provided with the Product or Service, Customer is granted a nonexclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use the Products and Services in accordance with the applicable licensing requirements. Voyss may suspend, block or terminate Customer’s use of any software if Customer fails to comply with any applicable licensing requirement.

B. Prohibitions. Except as provided under the applicable licensing terms and conditions, Customer, as licensee, is not granted any rights to:

(1) use the software on behalf of third parties or for time share or service bureau activities;

(2) any source code, and will not reverse engineer, decompile, modify, enhance, or copy Voyss provided software,or prepare any derivative works from such software; or

(3) modify the Products or Services, or combine the Products and Services with any other products or services not provided by Voyss.

C. Copies. If Voyss authorizes in writing the making of any software copies, the copies must reproduce the copyright or any other proprietary legends appearing on the original copy.

D. Breach of Licensing Requirements. Customer will indemnify, defend and hold Voyss and Broadplex, LLC harmless from and against any third party claims arising out of Customer’s breach of the licensing requirements in this Section 7.2, subject to the requirements of Section 12.4.

7.3 Title to Software or Equipment. Voyss or its suppliers retain title and property rights to Voyss-provided software and equipment, whether or not they are embedded in or attached to real or personal property. Unless specifically stated in the Agreement, Customer neither owns nor will acquire any right of ownership to any Voyssprovided hardware or software, including, but not limited to, copies, and any related patents, copyrights, trademarks, or IP addresses assigned to Customer. Upon termination or expiration of the Agreement or any Order, Customer will surrender and immediately return the Voyss-provided equipment and software, including all copies, to Voyss or will provide Voyss access to reclaim such equipment and software.

8. USE OF NAME, SERVICE MARKS, TRADEMARKS. Neither party will use the name, service marks, trademarks, or carrier identification code of the other party or any of its Affiliates for any purpose, including, but not limited to, resale of Products or Services or press releases, without the other party’s prior written consent.

9. CUSTOMER RESPONSIBILITIES. 9.1 Installation. Customer will provide reasonable cooperation to enable Voyss or its agents to install the Products and Services. Customer is responsible for damage to Voyss-owned Products and Services located on Customer premises, excluding reasonable wear and tear or damage caused by Voyss. Additional Customer responsibilities relating to a particular Product or Service may be defined in the applicable Voyss price lists or Schedules, or Product and Service-specific Terms.

9.2 Use of Products and Services. A. Abuse and Fraud. Customer will not: (1) use Products or Services for fraudulent, unlawful or destructive purposes, including, but not limited to, unauthorized or attempted access, alteration, abuse or destruction of information; or (2) use Products or Services in such a manner that causes interference with Voyss ’ or another’ s use of the Voyss-provided network. Customer will promptly cooperate with Voyss to prevent unauthorized access by third parties of the Products and Services via Customer’s facilities.

B. Resale. Customer represents and warrants, on behalf of itself and its Affiliates, subsidiaries, and agents, that it is not a reseller and that it does not intend to resell the Products and Services or engage in other activity that would require Voyss to verify Customer’s authorization as a reseller as required by law or regulation.

C. Failure to Comply. If Customer fails to comply with any provision of this Section, Customer releases Voyss and its suppliers from all liabilities or obligations in connection with the affected Product or Service, and Customer will indemnify Voyss and its suppliers for all costs or damages that Voyss incurs as a result of Customer’s noncompliance, subject to the requirements of Section 12.4.

D. Agency Relationship. For services specified in the Order, Customer appoints the applicable Voyss entity or supplier, including Broadplex, LLC, as Customer’s agent to obtain International Services and associated required equipment on Customer’s behalf from authorized providers in countries where Voyss or its supplier do not hold regulatory authority to provide such International Service. Except to perform its duties in accordance with the Order, Voyss will not make any representation or incur any liability for Customer.

10. CONFIDENTIAL INFORMATION. 10.1 Nondisclosure Requirements. If the parties have not executed a mutual nondisclosure agreement, this provision will govern their exchange of information. Each party will not disclose any confidential information received from the other party, or otherwise discovered by the receiving party, to any third party, except as expressly permitted in this Agreement. This obligation will continue until two years after this Agreement terminates.Confidential information includes, but is not limited to, pricing and terms of the Agreement, and information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively the"Confidential Information"). Each party may disclose Confidential Information to its subsidiaries, affiliates, agents and consultants with a need to know, if they are not competitors of the disclosing party and are subject to a confidentiality agreement at least as protective of the disclosing party’s rights as this provision. The parties will use Confidential Information only for the purpose of performing under this Agreement or for the provision of other Voyss services. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (A) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (B) is or becomes publicly known, through no wrongful act or omission of the receiving party; (C) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (D) is developed independently by the receiving party without reference to the Confidential Information, or (E) is required to be disclosed by law, regulation, or court or governmental order.

10.2 Customer Proprietary Network Information. As Voyss arranges and Broadplex, LLC provides Products and Services to Customer, Voyss and Broadplex, LLC develop information about the quantity, technical configuration, type, destination, amount of Products and Services Customer uses, and other information found on Customer’s bill (“Customer Proprietary Network Information” or “CPNI”). Under federal law, Customer has a right, and Voyss and Broadplex, LLC have a duty, to protect the confidentiality of CPNI. To serve Customer in the most effective and efficient manner, Voyss and Broadplex, LLC may use or share CPNI with Voyss Affiliates for purposes of determining and offering other Voyss products and services that may interest Customer. Customer permission to use CPNI for this purpose is valid until revoked. However, if at any time Customer seeks to stop Voyss from using CPNI to offer products and services that are unrelated to the Products and Services Customer currently receives, Customer may call (877)847-7544 and notify Voyss that Customer does not want Voyss to use CPNI. Denial of approval for Voyss to use CPNI will not affect the provision of any current Products or Services to which Customer subscribes.

11. LIMITATIONS OF LIABILITY. 11.1 Direct Damages. Each party’s maximum liability for damages caused by its failure(s) to perform its obligations under the Agreement is limited to: (A) proven direct damages for claims arising out of personal injury or death, or damage to real or personal property, caused by the party’s negligent or willful misconduct; or (B) proven direct damages for all other claims arising out of the Agreement, not to exceed in the aggregate, in any 12-month period, an amount equal to Customer’s total net payments for the affected Products and Services in the month preceding the month in which the injury occurred. Customer’s payment obligations, liability for early termination charges, and the parties’ indemnification obligations under this Agreement are excluded from this provision.

11.2 Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT. CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.

11.3 Unauthorized Access. Except for physical damage to Customer’s transmission facilities or Customer premise equipment directly caused by Voyss’ negligence or willful misconduct, Voyss is not responsible for unauthorized access to Customer’s transmission facilities or Customer premise equipment by individuals or entities, or for unauthorized access to, or alteration, theft, or destruction of Customer’s data files, programs or other information through accident, wrongful means or any other cause.

11.4 Liability for Content. Voyss is not responsible for the content of any information transmitted by, accessed, or received through, provision of the Products and Services.

12. INDEMNIFICATION. 12.1 Personal Injury, Death or Damage to Personal Property. Each party will indemnify and defend the other party, its directors, officers, employees, agents and their successors from and against all third party claims for damages, losses, or liabilities, including reasonable attorney’s fees, arising directly from performance of the Agreement and relating to personal injury, death, or damage to tangible personal property that is alleged to have resulted, in whole or in part, from the negligence or willful misconduct of the indemnifying party or its subcontractors, directors, officers, employees or authorized agents,.

12.2 Permits, Licenses or Consents. Customer will indemnify and defend Voyss, Voyss’ officers, directors, agents, suppliers, and employees and their successors, against all damages, claims, liabilities or expenses, including reasonable attorneys’ fees, arising out of or resulting in any way from Customer’s failure to obtain required permits, licenses, or consents (e.g., landlord permissions or local construction licenses). This provision does not include permits, licenses, or consents related to Voyss’ general qualification to conduct business.

12.3 Transmission Over the Network. Customer will indemnify and defend Voyss from and against all loss, liability, damage and expense, including attorney’s fees, resulting from any third party claims alleged to arise in any way from information, data, or messages transmitted over the Broadplex-provided network by Customer, or Customer’s own customers or agents, including, but not limited to: (A) claims for libel, slander, invasion of privacy, infringement of copyright, and invasion or alteration of private records or data; (B) claims for infringement of patents arising from the use of equipment, hardware or software not provided by Voyss; and (C) claims based on transmission and uploading of information that contains viruses, worms, or other destructive media or other unlawful content.

12.4 Rights of Indemnified Party. To be indemnified, the party seeking indemnification under this Section must promptly notify the other party in writing of the claim (unless the other party already has notice of the claim) and give the indemnifying party full and complete authority, information and assistance for the claim’s defense and settlement. The indemnifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own counsel. The indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim’s settlement or defense. To be indemnified under this Section, the party seeking indemnification must not, by any act including but not limited to any admission or acknowledgement, materially prejudice the indemnifying party’s ability to satisfactorily defend or settle the claim.

13. TERMINATION.
13.1 Voyss Right to Terminate.
A. Voyss may immediately suspend or terminate Products or Services or the Agreement if:

(1) Customer fails to cure its default of the payment terms in Section 4 above; or

(2) Customer fails to cure any other material breach of the Agreement within 30 days after receiving Voyss’ written notice; or

(3) Customer provides false or deceptive information establishing, using or paying for Services or Customer engages in false, deceptive, fraudulent, or harassing activities when establishing, using or paying for Services; or

(4) Customer fails to comply with applicable law or regulation and Customer’s noncompliance prevents Voyss’ performance under the Agreement.

B. If Voyss terminates the Agreement under this Section 13.1, Customer will be liable for any Products and Services provided up to the date of termination, whether or not invoiced by the termination date, as well as any applicable early termination or shortfall liabilities.

13.2 Customer Right to Terminate. A. Material Failure. If Voyss materially fails to arrange Products or Services through Broadplex, LLC, Customer may terminate the affected Products or Services without early termination liability if Customer provides Voyss with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice. If Voyss fails to cure, then Customer may terminate the affected Products or Services effective 30 days after Voyss’ receipt of Customer’s written notice to terminate. Voyss’ material failure does not include a failure caused by circumstances not within Voyss’ sole control, including, but not limited to, a failure caused by a third party access provider, Customer-provided software or equipment, or Customer. B. Termination for Convenience. Customer may terminate this Agreement during the Term by providing 30 days’ written notice to Voyss. In the case of such Termination for Convenience, Customer may be liable for early termination fees as set forth in this Agreement.

13.3 Order Term Termination Liability. A. Calculation of Early Order Term Termination Liability. Certain Products and Services may be priced based on a minimum Order Term, which may be identified as an “Order Term,” “Access Term Plan,” or similar language. If Customer terminates an Order in whole or in part, before expiration of the Order Term (unless due to Voyss’ material failure), or if Voyss terminates an Order under Section 13.1, then Customer will pay the following early termination charges, which represent Voyss’ reasonable liquidated damages and not a penalty:

(1) General Liability. A lump sum equal to (a) 50% of the applicable monthly charges, multiplied by the number of months remaining in the Order Term, plus (b) a pro rata amount of any waived installation charges, any credits issued (excluding any service level credits issued for any Service outages), and initialization fees waived, based upon the number of months remaining in the Term at the time of termination; and

(2) Third Party Liability. Any liabilities imposed on Voyss by third parties, such as local exchange carriers or PTTs, as a result of Customer’s early termination.

B. Waiver of Order Term Liabilities. Upon prior approval of Voyss, Customer will not be liable for the early termination charges in Section 13.3.A above, if Customer orders another Service of the same or greater monthly price with an Order Term no less than the remaining months in the initial Order Term (or one year, whichever is greater) at the same time Customer provides Voyss with the termination notice. Such approval will be in Voyss’ reasonable discretion and based upon financial and other business considerations.

C. Contribution of Order Term Liabilities Towards MSC. If the terminated Services contribute towards a Minimum Service Commitment (“MSC”), then amounts paid by a Customer for early Order Term termination will contribute to the satisfaction of Customer’s MSC.

13.4 Disconnect Notice. A. Notice Requirement. For Domestic Services, Voyss will have up to 30 days to arrange disconnection. For non- Domestic Services, Voyss may require a longer period. Customer will be responsible for all charges through the later of the 30th day after Voyss received the disconnect notice, or the date Customer stops using the Services.

B. Forms Required. For written notice of disconnect to be effective, Customer must provide information necessary for Voyss to arrange the disconnect, such as a completed Disconnect Firm Order Commitment (“FOC”) for Customer-provided access. Failure to provide such required information may result in Voyss’ revocation of Connecting Facility Assignments (“CFA”) from Voyss to a Local Exchange Carrier (“LEC”) and Customer will be liable for any resulting charges imposed on Voyss by the LEC.

14. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to perform under the Agreement due to acts beyond the control of the responsible party. Force majeure events include, but are not limited to: natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; inability to obtain parts or equipment from third party suppliers; cable cuts by third parties, a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; and governmental decrees and any other cause beyond the reasonable control of a party.

15. DEFINITIONS. 15.1 “Affiliate” is a legal entity that directly or indirectly controls, is controlled by, or is under common control with the party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other such similar voting rights.

15.2 “Commencement Date” is the first day of the first bill cycle in which Voyss bills monthly recurring charges or usage charges. Unless defined otherwise in the Agreement, the Term begins on the Commencement Date.

15.3 “Domestic” means the 48 contiguous states of the United States and the District of Columbia, unless otherwise defined for a particular Product or Service in the applicable Voyss Tariffs, Voyss Schedules, or Product and Services specific Terms.

15.4 “Effective Date” is the date both parties have signed the Agreement.

15.5 “Order” (or “Purchase Order”) means a written, electronic or verbal order, or purchase order, submitted or confirmed by Customer and accepted by Voyss, which identifies specific Products and Services, and the quantity ordered. Verbal Orders are deemed confirmed upon Customer’s written acknowledgement, or use, of Products or Services. “Order Term” is the term designated for an individual Order.

15.6 “Product(s)” includes equipment, devices, hardware, software, cabling or other materials sold or leased to Customer by or through Voyss as a separate item from, or bundled with, a Service.

15.7 “Product and Service-specific Terms” refers to separate descriptions, terms and conditions for certain non-tariffed Products and Services. Product and Service-specific Terms are incorporated as of the Effective Date. Product and Service-specific Terms are not otherwise subject to change during the Term.

15.9 “Service(s)” means wireline business communications services, including basic or telecommunications services, information or other enhanced services, and non-regulated professional services provided to Customer by Broadplex, LLC through Voyss under the Agreement, excluding Products.

15.10 “Voyss” as used in this Agreement means the Voyss company identified in this Agreement or the Order as arranging the specific Products or Services from Broadplex, LLC.

15.11 “Voyss Schedule(s)” are the terms and conditions governing Voyss’ arrangement of certain inter- exchange Services provided by Broadplex, LLC that were detariffed by order of the Federal Communication Commission (“FCC”). Voyss Schedules are subject to change during the Term under the rules and authority of the FCC.

16. MISCELLANEOUS. 16.1 Independent Contractor. Voyss arranges the Products and Services in this Agreement as an independent contractor. Nothing in this Agreement will create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates.

16.2 No Waiver of Rights. The failure to exercise any right under this Agreement does not operate to waive the party’s right to exercise that right or any other in the future.

16.3 Limitation on Third Party Beneficiaries. The Agreement’s benefits do not extend to any third party.

16.4 Governing Laws. The Agreement will be governed by the laws of North Carolina, without regard to its choice of law principles.

16.5 Waiver of Trial by Jury and of Class/Collective/Representative Actions. The parties knowingly, mutually, expressly, irrevocably and unconditionally waive trial by jury of any claim arising out of or relating to an Agreement or Order. The parties also knowingly, mutually, expressly, irrevocably and unconditionally waive the right to act as lead plaintiff or as class representative, or to act in any other representative capacity, for any class action, collective action or any other type of representative action arising out of or relating to an Agreement or Order. This Subsection and each of its provisions survives the termination of an Agreement or Order.

16.6 Assignment. Customer may not assign any rights or obligations under an Agreement or Order without Voyss’ prior written consent, except that Customer may assign the Agreement, after 30 days prior written notice, to a parent company, controlled Affiliate, Affiliate under common control or an entity that has purchased all or substantially all of Customer’s assets.

16.7 Amendments. The Agreement may only be amended in a writing signed by both parties’ authorized representatives.

16.8 Notice. Notices required under the Agreement must be submitted in writing to the party’s address for notice listed in the Agreement or Order and, in the case of a dispute, notices must also be sent to:

Voyss
Attn: General Counsel
PO Box 17439
4401 Providence Lane Suite 101
Winston-Salem, NC 27116

16.9 Severability. If any provision of the Agreement is found to be unenforceable, the Agreement’s unaffected provisions will remain in effect and the parties will negotiate a mutually acceptable replacement provision consistent with the parties’ original intent.

16.10 URLs and Successor URLs. References to Uniform Resource Locators (URLs) in the Agreement include any successor URLs designated by Voyss.

16.11 Survivability. The terms and conditions of the Agreement regarding confidentiality, indemnification, warranties, payment, dispute resolution and all others that by their sense and context are intended to survive the expiration of the Agreement will survive.

16.12 Entire Agreement. This Agreement, including all referenced documents, annexes, Schedules and or exhibits, the related Orders and the parties’ mutual nondisclosure agreement constitutes the entire agreement and understanding between the parties and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, relating to its subject matter.