AIRESPRING INC.
 MASTER SERVICE AGREEMENT (Rev. September 30, 2008)

AGREEMENT

Customer’s agreement (the “Agreement”) with AireSpring, Inc. (“Carrier”) consists of this Service Agreement, the current rates offered by Carrier and Customer’s completed and accepted application for service and order form. By enrolling in, using or paying for Carrier’s services, Customer agrees to the rates, charges and terms and conditions in this Agreement. This Agreement is not binding on Carrier unless and until Carrier accepts Customer’s application for service.

Carrier may change this Agreement at any time. Carrier will notify Customer of any material change in this Agreement, in Customer’s services or of an increase in rates or fees prior to the billing period in which the changes would go into effect, except for international rates, which may be changed on one (1) day notice, and except for Customers provided with domestic non-blended rate plans, whose domestic rates may be changed on one (1) day notice. Notification of any such change may be in the form of a bill insert or by a message within your invoice, by postcard or letter, by Carrier’s calling and speaking to Customer or leaving a message for Customer, by postings on our website at www.airespring.com/terms, or by email.

This Agreement, including any state or federal tariffs filed by AireSpring Inc., contains the entire Agreement between the parties, and there are no representations or promises which are not expressly set forth herein. This Agreement authorizes Carrier to provide and select local, long distance and/or other telecommunication services for the Customer, as noted on the application for service. Customer understands that Carrier utilizes various underlying carriers to provide network services for its Customers, and reserves the right, without consent of Customer, to change underlying carriers at any time during the term of the Agreement. Customer agrees that AireSpring may request credit information from third parties and authorizes the release of such information as part of this application.

Upon completion of any initial or any renewal term commitment, this Agreement will continue to remain in effect on a month to month basis. Cancellation requests by customer must be provided in writing and approved by AireSpring 45 days prior to completion of customer’s current term commitment.

UNDERUTILIZATION

Customer understands and acknowledges that the underlying carrier may terminate service on any circuit for underutilization. Customer understands that this in no way affects customer’s commitment to pay for all monthly circuit charges associated with these circuit(s) for the entire term of the contract. In the event of cancellation or carrier disconnection, customer shall be responsible to pay for the entire amount of any remaining monthly circuit charges. AireSpring will give customer 15 days written notice of carrier intent to disconnect, and customer shall have the option of increasing usage to prevent carrier disconnection of circuit(s), or alternatively accepting disconnection of designated circuit(s). In the event of disconnection, Customer shall reimburse AireSpring for any circuit disconnection fees charged by underlying carrier to AireSpring.

SWITCHED INTRASTATE CALLING RATE CHANGE

Effective October 1, 2008, will be amending its switched intrastate (in-state) inbound and outbound rates.   As a result of increased costs from our underlying carriers, Airespring will be increasing all switched intrastate inbound and outbound rates by 1 penny ($0.01) per minute.  This change will not affect your Interstate (state to state) calling rates for inbound and outbound calls, and furthermore does not affect Dedicated Services.

HIGH COST AREAS (HCA), ACCESS ARBITRAGE SURCHARGE

Using any service provided by Airespring in connection with Access Arbitrage is considered an abuse and is prohibited.  Access Arbitrage is a scheme or device to profit by exploiting differences between the cost of originating or terminating access (as charged to interexchange or international carriers) and the pricing of long distance service provided by Airespring, involving the use of switching equipment, a call processing system, intelligent routing, or database management to segregate calls and systematically route to Airespring calls that are characterized by a greater discrepancy between the access costs and the price charged by Airespring.

Pursuant to the terms of service, Customer agrees to not route AireSpring excessive non-RBOC (non-Regional Bell Operating Companies owned and operated tandems) termination or origination minutes. AireSpring will monitor Customers monthly call distribution and identify excessive traffic originating from or terminating to High Cost Areas (“HCA”), defined as high-cost LATAs and non-Regional Bell Operating Company served telephone numbers. AireSpring reserves the right to apply an Access Arbitrage Surcharge or High Cost Area (HCA) Surcharge of up to $0.04 per minute to all High Cost Area (HCA) usage which exceed the usual and customary call patterns of a typical business user. In addition, Airespring may immediately restrict, suspend or discontinue Customer’s use of any service used in connection with Access Arbitrage. Further, Airespring may change Customer’s rates on an immediate basis, and/or change Customer’s rate plan method from Blended to NPA/NXX billing. Additionally, all outstanding balances whether billed or unbilled shall become immediately due and payable.

Excessive Call Attempts Surcharge

For customers utilizing the Airespring underlying network for call termination, a minimum outbound call completion ratio (defined as percentage of completed calls versus attempted calls) of 50% (fifty  percent) is required, and is calculated on total outbound call attempts on a monthly billing basis per unique customer account.  An Excessive Call Attempt Surcharge of $0.005 per call will be assessed for all incomplete calls below this threshold.  As an example, if during a monthly billing period, Customer attempts 100,000 outbound calls, and completes 40,000 outbound calls, then the call completion ratio for this customer is 40%. Therefore, in this example, the customer is 10% below the minimum threshold requirement of 50%. Therefore 10% of the total call attempts of 100,000 will be surcharged, resulting in a surcharge of 10,000 call attempts at $0.005 per call attempt.

Effective October 1, 2008, for customers utilizing the Qwest underlying network for call termination and origination, a minimum inbound and outbound call completion ratio (defined as percentage of completed calls versus attempted calls) of 50% (fifty  percent) is required, and is calculated on total inbound and outbound call attempts on a monthly billing basis per DS1 circuit.  An Excessive Call Attempt Surcharge of $10 per DS0 (there are 24 DS0’s in one DS1) may be assessed for all incomplete calls below this threshold.  As an example, if during a monthly billing period, Customer attempts or receives attempts on one individual DS1 circuit for 100,000 inbound and outbound calls, and of those call attempts a total of 45,000 outbound and inbound calls complete, then the call completion ratio for this customer is 45%. Therefore, in this example, the customer is 5% below the minimum threshold requirement of 50%. Therefore, the customer will be billed an Excessive Call Attempts Surcharge of $10 per DS0 or $240 for that entire individual DS1circuit.

Excessive Short Duration Call Surcharge

Effective October 1, 2008, for customers utilizing the Qwest or Paetec underlying networks for call termination and origination, if 10% or more of customer’s completed calls are equal to or less than 6 seconds in length (Short Duration Calls) during any Billing Cycle, Airespring may charge an additional $0.01 surcharge per Short Duration Call (Short Call Surcharge).

Jurisdictional Determination of calls

For jurisdictional determination of terminating calls,(except for the Qwest underlying network) if the originating information (e.g., calling party number) is available ("Origination Information"), Airespring will use that data and the Termination Information within each call record to determine jurisdiction (interstate and intrastate), and will assign each call the applicable rate from Customers rate schedule. If the Origination Information is not available, not a valid ANI, a Toll Free Number, or unable to be determined, Airespring will consider the call of "Indeterminate Jurisdiction" and will assign Intrastate rates based on the location of the terminating ANI.  For Customers utilizing the Qwest underlying network, the Originating location of the call is determined by the physical location of the actual circuit or telephone service.

For jurisdictional determination of originating (Toll Free) calls, if the originating information (e.g., calling party number) is available ("Origination Information"), Airespring will use that data and the Termination Information (if available) within each call record to determine jurisdiction (interstate and intrastate), and will assign each call the applicable rate from Customers rate schedule. If the Origination Information is not available, not a valid ANI, a Toll Free Number, or unable to be determined, Airespring will consider the call of "Indeterminate Jurisdiction" and will assign Intrastate rates based on the location of the terminating ANI.  In the event terminating information is not available in the call stream, or traffic is terminated via IP, then the customer’s current physical address on file in Airespring’s billing system, as provided to Airespring on a standard Airespring Services Order Form, shall be utilized for determining jurisdictional purposes.  For Customers utilizing the Qwest underlying network, the Terminating location of the call is determined by the physical location of the actual circuit or telephone service.

TOLL FREE DIRECTORY ASSISTANCE

Upon Customer request and to the extent available to AireSpring, Toll-Free Directory Assistance listing is available for Customer’s Toll Free numbers provided by AireSpring. Due to the fact that Toll-Free Directory Assistance is provided through an arrangement with a third party and/or AireSpring’s underlying network providers, the provision of Toll-Free Directory Assistance by AireSpring, is subject to the policies and procedures promulgated from time to time by such third parties and underlying network providers. Customer understands that any Toll-Free Number listed with Toll-Free Directory Assistance is not published in any written directory, but is only available on either an online or call‑in basis. This service is charged a per-call or per online lookup charge of $2.00 per inquiry, in addition to a monthly listing fee of $15.00. These charges are subject to change without notice by the third party provider and AireSpring’s underlying network providers.

PASS THROUGH OF ADDITIONAL FEES

In the event AireSpring is subject to additional fees, surcharges and/or taxes by AireSpring’s underlying network providers and/or Local, State and Federal authorities, AireSpring reserves the right to pass through such additional costs to Customer.

DELIVERY OF CIRCUIT

All loop installs are quoted with delivery to the Local Exchange Carrier (LEC) building Minimum Point of Entry (MPOE).  If customer requires extension of loop (Demarc Extension) from the LEC MPOE, Airespring will pass through all costs associated with this extension.  Customer is responsible for ensuring that all Demarc Extensions are completed, ordered and approved by LEC prior to local loops being dropped by LEC at customer MPOE.  In the event, customer fails to complete Demarc Extension or order appropriate Demarc Extensions prior to local loop drop, Customer shall be fully responsible for all associated costs as of the date of local loop drop. Where applicable, Airespring will deliver CFA (Circuit Facilities Assignment) at the underlying carrier designated building and suite/cage. It is the customer’s express responsibility to order and pay for all in building local loop circuits or cross-connects required to connect Customer’s facilities to the underlying carrier assigned CFA.

VALID ANI

Where Customer’s equipment allows for manipulation or changing of the outpulsed ANI (Automatic Number Identification) or CPN (calling party number), Customer is required to pass a valid originating ANI or CPN that is owned by the Customer. For purposes of this paragraph, "valid" ANI or CPN shall mean ANI or CPN in an industry standard format that correctly identifies the call as originating from the geographic area where the Customer is physically situated.

PROPOSAL FOR SERVICES

Any proposal and/or order form made by any representative of the company shall not be considered valid or binding upon AireSpring until such time as it has been duly accepted and executed by an authorized AireSpring employee in AireSpring’s Order Acceptance Group.

CANCELLATION/DEFAULT

Carrier may at any time discontinue service, cancel an application for service, or require customer to deposit funds as security without incurring any liability for any of the following reasons: a) Non-payment by Customer of any sum due to Carrier for service for more than (25) days after date of invoice for such service or such shorter period.
b) For usage by Customer beyond the credit limit without the written consent of Carrier. c) If Customer provides false or misleading Customer credit, billing or other information. d) The filing of any voluntary or involuntary Petition in the bankruptcy court which names Customer as the debtor) If Customer terminates this Agreement prior to the end of the initial term or any renewal thereafter, or has service discontinued for failure to pay. f) If Carrier is ordered or requested to terminate service by a governmental entity. g) If Carrier detects fraudulent use of its services. h) Customer’s overall financial condition changes adversely during the term hereof (in AireSpring’s reasonable business judgment.)Customer is responsible for payment of all charges for services furnished to Customer. This responsibility is not changed by virtue of any use, misuse, or abuse of Customer’s service, systems, equipment or facilities undertaken or caused by third parties, including without limitation Customer’s employees.

If service is suspended and/or disconnected and then resolution of the issue occurs, the process of reconnection of the service may take up to ten (10) business days.

PAYMENT AND BILLING

a) Invoices will be payable upon receipt. It is understood that Carrier or its representative may impose a finance charge on delinquent amount as follows: an amount equal to the lesser of the maximum lawful rate of interest or one and one-half percent (1 1/2%) per month will accrue on any unpaid amount that is past due. An invoice is past due if any amount is not paid within 30 days after the date of the invoice. b) In the event of non-payment of any past due invoice due, or a material breach of this Agreement, including, but not limited to Access Arbitrage or fraudulent use of Airespring services, all outstanding invoices, including any unbilled usage shall become immediately due and payable, and Customer shall be considered in default. c) If notice of a dispute as to charges is not received, in writing, by Carrier, within (30) days after date of invoice, such invoice shall be deemed to be correct and binding upon Customer. Customer must pay all undisputed charges per the terms of this Agreement. d) If AireSpring initiates legal proceedings to collect any amount due hereunder and AireSpring substantially prevails in such proceedings then Customer shall pay the reasonable attorneys' fees and costs incurred by AireSpring in prosecuting such proceedings and any appeals there from. e) Acceptable forms of payment are: company checks, cashier’s and certified checks, money orders, personal checks (for non-business accounts), wire transfers and ACH credits, except where other payment form restrictions are specifically noted in a separate Service Agreement Addendum. Checks must be drawn on U. S. banks and written in U. S. dollar values. Checks drawn on foreign banks and third party checks are not accepted.   Payment by cash is not acceptable. f) AireSpring may accept, in its sole discretion, payment by credit card. AireSpring may impose a surcharge or convenience fee upon the Customer making a payment by credit card to wholly offset the amount of any discount or administrative fees charged to AireSpring. When a Customer elects to make payment to AireSpring by credit card and a surcharge or convenience fee is imposed, the payment of the surcharge or convenience fee shall be deemed voluntary by the Customer and shall not be refundable.

TAXES & SURCHARGES

Any applicable sales, use, excise, public utility or other taxes, fees, surcharges and regulatory costs, including without limitation Universal Service Fund (USF) and E911-related fees or costs, or charges imposed on Carrier as a result of providing the Service ("Taxes") will be added to Carrier invoice as permitted or required by law. Additionally, Carrier may impose recovery fees in order to recover costs associated with regulatory compliance, administrative and network facilities costs. Such fee by the Universal Fund, the underlying carrier or AireSpring are not a government mandated tax or surcharge, and is not subject to exemption for Tax Exempt Customers. If Customer is exempt from payment of any Taxes and requests AireSpring to remove those charges, Customer must provide Carrier with an original Tax Exempt Document. Tax exemption will only apply to Taxes incurred after the date Carrier receives the Tax Exempt Document (Customer cannot receive credit for any Taxes already billed). Customer represents that the address provided to Carrier for billing purposes is either Customer’s residential or business street address.  A complete description of surcharges can be found at www.airespring.com/terms/surcharges.

RATES

Carrier may revise the rates, monthly recurring and other charges in this Agreement at any time upon notice to Customer as provided above. Customer understands that rates to special service numbers and non-US mobile numbers can be significantly higher than landline rates and customer is wholly responsible for all calls made over their lines.

AireSpring utilizes the Local Number Portability database maintained on behalf of the telecommunications industry by the Number Portability Administration Center (NPAC) for validation purposes. As a result, the number dialed by Customer may return porting information from the NPAC database which results in calls termination to different physical locations, Operating Company Numbers (OCN) and Local Access Transport Areas (LATA) that may differ from the dialed number. If the Customer’s rate plan includes Tiered or OCN/LATA pricing and HCA calculations within flat rate plans, it is standard that call terminating to ported telephone numbers will be rated based on the ported number information, and not the dialed number. AireSpring does not provide Customer access to the NPAC database. Customers wishing to determine whether a dialed number has been ported prior to dialing must arrange independent access to the NPAC database.

All calls billed on Tiered or OCN/LATA rate plans will utilize OCN information provided by Bellcore or similar database providers; OCN’s are determined by criteria including the NPA/NXXT of the number dialed, as well as the NPAC database. AireSpring may provide information which may be of value to Customer ion determining OCN breakouts and ensure said database is accurate and current. AireSpring shall not be liable for any information provided which is utilized by Customer for rating, scrubbing or sorting purposes.

EQUIPMENT

In conjunction with the services ordered, Airespring may provide Customer with Customer Premises Equipment (CPE).  If Customer has been provided with equipment from AireSpring, then the Customer must install Equipment in accordance with instructions provided by AireSpring (or its third party vendor). In addition, AireSpring Equipment must be used solely for the purpose of Service utilization.  Should Customer elect to provide own equipment for service, where permitted, Customer is solely responsible to obtain, use and operate any equipment not provided by AireSpring that may be used in association with the Service and agrees that Airespring may not be able to provide information, service, or support for said equipment. Customer shall allow AireSpring reasonable access to the Equipment, as required, to provide Service ordered by Customer. All Equipment acquired from AireSpring is subject to the terms and conditions set forth in the Manufacturer’s or Publisher’s warranty, end-user license, or agreement applicable to such Equipment, with no warranty of any kind from AireSpring. Customer shall reimburse AireSpring, on a time and materials basis as documented in an invoice, for the entire cost to repair and/or replace any of the Equipment in the event that equipment requires replacement due to (a) misuse, (b) failure to exercise reasonable care, (c) altering original AireSpring configuration, (d) damage, (e) theft, or (f) disaster.

Customer will not receive compensation for downtime associated with equipment failure, replacement or repair. AireSpring’s liability is strictly limited to the pro-rata reduction of AireSpring charges.

If service is terminated for any reason, Customer must return all Airespring-provided equipment within 30 days of termination or purchase the equipment from Airespring outright.   Should the Customer request to purchase the equipment or fail to return equipment within 30 days of the termination of service, Airespring will invoice the Customer for the current value of the equipment.  Equipment valuation is at the sole discretion of Airespring.   

ANCILLARY FEATURES AND PRICING

The link below will take you to AireSpring's Ancillary Features and Pricing sheets which are part of our Terms and Conditions of service. The Ancillary features, time intervals and pricing are best estimates at date of issue. AireSpring will not be liable for any actual differences. Pricing or other information can change at any time without notice.

LIABILITY

a) Carrier is not liable for any act or omission of any other company or companies furnishing a portion of their services to Customer.

b) Carrier shall not be liable for and Customer indemnifies and holds Carrier harmless from any and all loss, claims, demands, suits or other action, or any liability whatsoever, whether suffered, made, instituted or asserted by Customer or by any other party or person, for any personal injury to or death of, any person or persons, and for and loss, damage, defacement of destruction of the premises of Customer or any other property, whether owned by Customer or others, caused or claimed to be caused directly or indirectly by the installation, operation, failure to operate, maintenance, removal, presence, condition, location or use of terminal(s) or other equipment that is not the direct result of Carrier’ s gross negligence or willful misconduct. No agents or employees of other carriers shall be deemed to be agents or employees of Carrier.

Carrier shall not be liable for any general, special, indirect, incidental, punitive or consequential damages, whatsoever, as a result of the services provided by the Carrier.

c) Carrier is acting only as a reseller of services and equipment provided by third parties. Carrier’s sole liability under this Agreement for interruption of service or failure of equipment shall be limited to that amount of Carrier’s actual fixed charges incurred by Customer during the period of such interruption. Carrier shall not be liable for any interruption caused by the negligence or willful act or omission of Customer or any third party furnishing any portion of the service hereunder. CARRIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL CARRIER BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS, FAILURE OF 911 OR OTHER FEATURES, EVEN IF CARRIER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

d) Customer shall be liable to Carrier for 1) any loss or theft or damage to any of Carrier’s equipment located on Customer’s premises, however caused, and 2) for any fraud arising from Customer’s usage. Customer shall defend, indemnify, and hold Carrier harmless from any and all claims arising there from and for any claims for libel, slander, infringement of copyright, trademark, trade name or trade secret arising out of the contents of Customer’s transmissions using Carrier’s service and equipment. Customer shall be liable to Carrier for any legal fees and other costs incurred to enforce the terms of this Agreement, including those fees and costs incurred for the collection of delinquent accounts.

e) This Agreement shall be governed by and construed in accordance with the laws of the State of California. Customer hereby irrevocably submits to the personal jurisdiction of any state or federal court sitting in the State of California, County of Los Angeles, in any suit, action or proceeding arising out of or relating to this Agreement. Customer hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. CUSTOMER HEREBY EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT AGAINST CUSTOMER RELATING TO THIS AGREEMENT.

f) Customer is aware and acknowledges that Airespring has no control over the International routes of its underlying providers. Therefore, Airespring cannot assure or guarantee calls/voice quality for all international traffic. Customer agrees that all calls completed will be considered valid and billable, regardless of call quality.

g) Account Codes either Verified or Non-Verified are n ot intended to be utilized as a security measure; they are for accounting purposes only. Verified Account Codes are used for the purpose of tracking calls made under that specific Account Code. AireSpring does not offer any guarantee that either of these Account Codes Verified or Non-Verified types can or will prevent any fraudulent calls. The Account Codes are issued at the customer’s request and are the sole responsibility of the customer. Customer understands and accepts all responsibility for calls made from any location using the Account Codes whether Verified or Non-Verified.

g) CUSTOMER IS LIABLE FOR ALL COMPLETED CALLS MADE UTILIZING CUSTOMER'S EQUIPMENT, WHETHER AUHORIZED OR UNAUTHORIZED, AND REGARDLESS OF SUITABILITY FOR CUSTOMER'S APPLICATIONS, AND/OR ANY FAILURE OF OTHER NETWORK ELEMENTS OR SERVICES WHICH MAY IMPACT CUSTOMERS ABILITY TO OPERATE. CUSTOMER SHALL NOT HOLD AIRESPRING LIABLE FOR ANY FRAUDULENT CALLS WHICH MAY OCCUR ON CUSTOMER'S SWITCHED, DEDICATED OR CALLING CARD SERVICES, INCLUDING ANY FRAUD RELATED TO UNAUTHORIZED ACCESS OF CUSTOMER'S TELECOMMUNICATIONS EQUIPMENT. AIRESPRING OR ITS UNDERLYING ARRIERS RESERVE THE RIGHT TO DISCONTINUE FURNISHING SERVICES, CANCEL THE CUSTOMER'S ACCOUNT, AND/OR BLOCK THE CUSTOMER'S ACCESS TO THE UNDERLYING CARRIER NETWORK, WITHOUT INCURRING ANY LIABILITY, IMMEDIATELY AND WITHOUT NOTICE IF THE COMPANY DEEMS THAT SUCH ACTION IS NECESSARY TO PREVENT OR TO PROTECT AGAINST FRAUD OR TO OTHERWISE PROTECT THE COMPANY'S PERSONNEL, AGENTS, FACILITIES OR SERVICES. REGARDLESS OF WHETHER OR NOT AIRESPRING BLOCKS SERVICE, CUSTOMER SHALL STILL BE FULLY LIABLE FOR ALL FRAUDULENT CALLS MADE.

ASSIGNMENT

Carrier may assign in whole or in part its rights or duties under the Agreement without prior notice to Customer and upon such assignment Carrier shall be released from all liability hereunder. Customer may assign the Agreement only with Carrier’s prior written consent. Subject to this restriction, the Agreement shall inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective parties.

NOTICES

Written notices to Customer shall be considered given and received by Customer on the third day after the date deposited in the U.S. Mail addressed to the address of record in Carrier’s billing records, or immediately upon delivery using electronic means such as e-mail or fax. Written notice to Carrier shall be considered given when received in writing at Carrier’s corporate offices.

Upon completion of any initial or renewal term commitment, any cancellation request by customer must be provided in writing 45 days prior to cancellation. Such request shall be sent to 6060 Sepulveda Boulevard, Suite 220, Van Nuys, CA 92653. The customer may send the request to MACD@airespring.com although Carrier shall not be responsible for email delivery.

SEVERABILITY

If any of the terms or conditions of this Agreement is held to be invalid or unenforceable by a government body of competent jurisdiction, the holding shall not effect any other term or condition of this Agreement, and the Agreement shall be construed as if it did not contain the invalid or unenforceable term or condition.

ENTIRE AGREEMENT

This Agreement, including the rates charged by Carrier and the application for service and order form, represents the entire agreement between the Parties and supersedes and merges all prior offers, agreements, promises, understandings, statements, representations, warranties, indemnities and inducements to the making of this Agreement relied upon by either Party, whether written or oral, between or among Customer and AireSpring as well as AireSpring’s agents, employees, and/or sales persons. This Agreement is void-able by AireSpring if the text is modified without the written or initialed consent of an AireSpring Officer. Except as may otherwise be provided herein, any amendments or modifications to this Agreement must be in writing and signed by an AireSpring Officer.

GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California. Customer hereby irrevocably submits to the personal jurisdiction of any state or federal court sitting in the State of California, County of Los Angeles, in any suit, action or proceeding arising out of or relating to this Agreement. Customer hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

MISCELLANEOUS TERMS

Customer further understands that if the circuit(s) is cancelled by customer prior to submission to the carrier, customer shall be subject to the following fees: $1,000 per DS-1 circuit and $3,000 per DS-3 circuit. All local loop circuit install charges are quoted with install to the Local Exchange Carrier assigned building demarcation point (Demarc). AireSpring will pass through any costs associated with extending wiring beyond the Demarc. Upon completion of any initial or renewal term commitment, any cancellation request by customer must be provided in writing 45 days prior to cancellation. Customer agrees that AireSpring may request credit information from third parties and authorizes the release of such information as part of this application.