AIRESPRING INC.
IP LONG DISTANCE AND TOLL FREE SERVICE AGREEMENT – ADDITIONAL TERMS

Service Level Agreement. AireSpring’s goal is to provide 100% VoIP Service availability. AireSpring will use commercially reasonable efforts to avoid unanticipated service interruptions and to minimize any VoIP Service disruptions caused by AireSpring. If Customer notifies AireSpring (by opening a trouble ticket at the time of the incident) that Customer has experienced a VoIP Service interruption due to a failure of AireSpring’s equipment or facilities that makes voice calling unusable for more than 150 cumulative minutes during a twenty-four (24) hour period, then, if verified by AireSpring and at Customer’s written request, AireSpring will apply a credit on Customer’s bill equal to 1/30th of Customer’s monthly recurring (non-usage) VoIP Service charge for the affected VoIP Service (the “Service Credit”). Customer is limited to one Service Credit per twenty-four (24) hour period. Customer must claim any applicable Service Credits by the 15th day of the month following the month in which the reported incident was resolved (for example, if Customer opens a trouble ticket on July 25 for an outage that is eligible for a Service Credit, Customer must request the Service Credit by August 15th). Service Credits will not be available for (a) interruptions of VoIP Service during AireSpring’s scheduled maintenance windows, (b) problems with, or maintenance on, equipment or broadband access provided by anyone other than AireSpring (including changes to or reconfiguration of Customer’s CPE not authorized by AireSpring), or (c) Force Majeure events. Customer will not be entitled to Service Credits for any other Service (including Broadband Services) if Customer claims Service Credits under this Section for a service outage.

Fees and Payments. Customer shall pay for all Services and Products that AireSpring furnishes to Customer at the applicable prices set forth on the Order Form or in other ancillary pricing exhibits. Customer shall also pay any repair, telephone charges and charges for inspection, installation or repair of wiring performed on Customer’s premises for the additional charges set forth in the Customer Policies. AireSpring will bill each month, in advance for recurring charges and in arrears for usage and any other non-recurring charges, except that the first billing statement will include the first billing period’s pro-rated recurring charges in arrears. Customer will be responsible for all charges.

Term and Termination. This Agreement is effective on the date that AireSpring accepts the Agreement. The term of each VoIP Service commences from the date AireSpring activates the VoIP Service and continues for one year after such date (the “Initial Term”). At the end of the Initial Term, AireSpring will continue to provide VoIP Service on a month-to-month basis at AireSpring’s then current prices and terms (or if AireSpring does not give new terms to Customer, on the terms and conditions contained herein) until either Customer or AireSpring gives the other a 30-day termination notice. AireSpring has priced the VoIP Services based on normal business usage. As a result, in addition to the termination rights set forth above and in the Terms and Conditions, AireSpring reserves the right to terminate this Agreement upon thirty (30) days notice in the event that AireSpring determines (in its discretion) that Customer is using a predictive dialer application, employing the service for outbound telesales applications or is otherwise abusing the AireSpring Local and Long Distance calling plans, unless Customer has specifically purchased an AireSpring product designated for predictive dialer/call center applications.. If this VoIP Services Appendix is terminated for any reason, Customer will pay AireSpring for (a) VoIP Services that Customer has used through the month that AireSpring terminates the VoIP Services, (b) any outstanding balance for non-recurring charges, and (c) all charges that may still be due or may be incurred for early termination under any broadband access service commitment that AireSpring has made on Customer’s behalf (including charges that may be due to AireSpring for use and/or early termination of AireSpring’s broadband access services, as described in the Policies).

Service Provisioning and Support. Provisioning and maintaining VoIP Service will require Customer’s cooperation, including allowing AireSpring or its third-party contractors reasonable and safe access to Customer’s premises to activate and support the VoIP Service. AireSpring will use its commercially reasonable efforts to activate VoIP Service by the agreed-upon date. However, AireSpring cannot guarantee VoIP Service activation by a particular date because AireSpring relies on other entities, such as suppliers and Customer, to perform certain tasks and provide certain information before AireSpring can activate VoIP Service. Customer is responsible for canceling any communications services that the VoIP Service will replace and for any and all charges related to those services.

Broadband Access Service. If AireSpring supplies broadband access services to Customer in connection with the VoIP Services, Customer will be responsible to AireSpring for all charges from the broadband access service supplier (which may be AireSpring), including any set-up charges incurred prior to activation and termination charges incurred after this Agreement is ended.. In the event AireSpring is supplying broadband access services, Customer hereby authorizes AireSpring to begin the process of activating VoIP Service, including providing the broadband access circuit to Customer’s location(s). Customer confirms that Customer will be responsible for Broadband Service charges even if: (a) Customer delays activation of Customer’s VoIP Services; (b) Customer cancels the ordered VoIP Services; (c) Customer is unable to lease or obtain CPE for the VoIP Services; or (d) Customer takes any other action (for example, a request for expedited installation) that would cause AireSpring to incur Broadband Service charges. These charges may include Disconnection Fees if Customer cancels its VoIP Service prior to the end of any minimum term mandated by the Broadband Service provider (including AireSpring).

Warranty Disclaimer and 911. Customer’s only remedies for VoIP Service performance issues or failure of the VoIP Services to perform are (a) the service interruption credit(s) described above and (b) Customer’s ability to disconnect the VoIP Services. If Customer uses the public Internet for voice calls (or voice call signaling), Customer acknowledges that the quality of voice calls may be adversely affected and that Customer may not be able to access 911 or E911 services. Further, 911 or E911 services may not be available for AireSpring’s SIP Trunking products, which are not intended as a replacement for local phone service.

CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT 911 AND E911 VOIP SERVICES WILL NOT BE AVAILABLE TO IT UNDER THE FOLLOWING CIRCUMSTANCES: (A) THE TELEPHONE DEVICE TO WHICH A PARTICULAR TELEPHONE NUMBER HAS BEEN ASSIGNED IS MOVED TO A LOCATION OUTSIDE THE PREMISES WHERE THE TELEPHONE DEVICE WAS ORIGINALLY INSTALLED; (B) THERE IS AN OUTAGE, DEGRADATION OR OTHER DISRUPTION OF POWER AT THE CUSTOMER’S LOCATION; OR (C) THERE IS OUTAGE, DEGRADATION OR OTHER DISRUPTION OF THE CUSTOMER’S BROADBAND INTERNET CONNECTION, WHETHER SUCH CONNECTION IS PROVIDED BY AIRESPRING OR ANOTHER PROVIDER. UNDER ANY OF THE CIRCUMSTANCE ENUMERATED IN ITEMS (A) THROUGH (C), ABOVE, CUSTOMER ACKNOWLEDGES AND AGREES THAT AIRESPRING WILL NOT BE LIABLE FOR ANY INABILITY TO DIAL 911 USING AIRESPRING VOIP SERVICES, AND CUSTOMER FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS AIRESPRING, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO AIRESPRING IN CONNECTION WITH AIRESPRING’S VOIP SERVICES, FROM ANY AND ALL CLAIMS, LOSSES (INCLUDING LOSS OF PROFITS OR REVENUE), DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF AIRESPRING’S VOIP SERVICES RELATING TO THE NON-AVAILABILITY OF 911 DIALING. AIRESPRING’S SUPPLIERS WILL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES FOR ANY REASON.

The following physical notice will be supplied with AireSpring-supplied VoIP Equipment:

“Federal Communications Commission 911 Notice

911 SERVICE MAY NOT BE AVAILABLE ON THIS PHONE IF:

the phone is moved to a location outside the premises where it was originally installed;

there is a loss of power to the phone; or

there is a loss of the phone’s broadband connection.

This notice must be placed and remain near the phone(s) used for your AireSpring VoIP Service.”

Customer should call AireSpring for a replacement notice card if Customer loses the provided notice or requires additional copies.

Products and Customer Equipment Supplied by AireSpring. AireSpring may deliver to Customer certain software, hardware and documentation, including but not limited to CPE defined below (collectively, “Products”). AireSpring grants to Customer a personal, limited, non-transferable, non-exclusive, license (without the right to sublicense or create derivative works) to use the software and documentation during the term of this Agreement solely for Customer’s own internal use of the VoIP Services in accordance with this Agreement. AireSpring will use commercially reasonable efforts to supply and configure the AireSpring supplied equipment external to Customer’s personal computer (referred to as “Customer Premises Equipment” or “CPE”) to allow Customer to use the VoIP Services, unless Customer is supplying its own CPE or purchasing it from a third party (including an AireSpring authorized dealer or fulfillment partner). AireSpring is not responsible for the configuration of, or internal equipment for, Customer’s personal computer or other telephony equipment that may be necessary to make such equipment compatible with the VoIP Services. For any CPE that Customer purchases directly through AireSpring, AireSpring may supply new or recertified equipment. On new and recertified equipment purchased by Customer through AireSpring, AireSpring will provide a one (1) year warranty from the day the Customer’s order is closed (the “Billing Start Date” as defined in the Policies). At AireSpring’s discretion, any equipment AireSpring supplies as replacement equipment (e.g., for warranty purposes) may be new, recertified or refurbished. Any equipment supplied as replacement equipment will carry the remainder of the one (1) year warranty described above. If the CPE malfunction is the result of Customer’s abuse, misuse or reconfiguration of CPE or equipment, AireSpring will charge Customer for the Field Service Technician visit (if applicable) at the rates set forth in the most current version of the Policies and the cost of any replacement equipment. After expiration of the one (1) year warranty period, AireSpring will replace such malfunctioning CPE, and Customer will be responsible for the cost of the CPE and the Field Service Technician visit (if applicable), each as set forth in the Policies. AireSpring may also provide any Product or CPE upgrades at no expense to Customer, and Customer shall use all such upgrades provided by AireSpring. AireSpring and its suppliers shall have no obligation or liability in connection with any equipment not purchased through AireSpring and configured by AireSpring, or for any abuse, misuse or reconfiguration (including, but not limited to, the addition of software or other devices on the CPE) of any equipment by any party other than AireSpring. If CPE or telephony equipment was purchased through an AireSpring authorized dealer or fulfillment partner, Customer must address any issues or warranty concerns with that dealer or fulfillment partner. Customer understands that any VoIP Equipment it purchases through AireSpring, a dealer or fulfillment partner is only designed to work with AireSpring’s VoIP Services. If Customer or AireSpring terminates VoIP Services for ANY REASON, Customer will NOT be eligible for a refund (either full or partial) for any fees paid by Customer for VoIP Equipment.

Software Based Phone (“Soft Phone”) – e911 Calling Not Available. AireSpring may make available to Customer a Soft Phone, which allows Customer to receive phone calls through a software program that runs on Customer’s personal computer (“PC”). Customer will NOT be able to place outgoing calls using the Soft Phone, including calls made to emergency services through 911, e911 or the emergency numbers. In addition, even if Customer purchases AireSpring’s separate outbound Soft Phone service, Customer will NOT be able to make calls to emergency services using e911 services. AireSpring strongly recommends that Customer has, at all times, access to a standard telephone or a cellular phone to place emergency phone calls whenever AireSpring’s outbound Soft Phone service is being used.

Use of Equipment, Limited Software License Grant and Service. Customer may not use equipment that AireSpring has not certified for use with the VoIP Service. In addition, if Customer or a third party changes the settings with respect to equipment at Customer’s location that AireSpring uses to provide VoIP Service, then Customer assumes the risk that VoIP Service may not work. Either AireSpring or other third-parties own and will continue to own the software used to provide VoIP Services. AireSpring grants Customer (and only Customer) a limited, revocable license (without the right to sublicense, transfer or copy) to access and use the software internally solely for the software’s intended purpose and only in connection with Customer’s use of the VoIP Services. Customer may not decompile, reverse engineer or otherwise use any software code from any software provided by AireSpring or its suppliers. Some software necessary to fully utilize the full functionality of the VoIP Services may require Customer to accept additional terms and conditions required by the third-party providers of such software. Customer’s use of the VoIP Services must comply with all applicable laws, rules and regulations, as well as with AireSpring’s then current Acceptable Use Policy. Customer may not change the settings on any equipment supplied by AireSpring or its agents without AireSpring’s express written consent.

Hosting Services. Customer may also be purchasing AireSpring’s hosting services (the “Hosting Services”), which may be purchased separately. Customer grants to AireSpring and its suppliers a non-exclusive, worldwide, and royalty-free license for the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Customer’s content as necessary for the purposes of rendering and operating the Hosting Services under this Agreement. If Customer provides AireSpring with material that Customer wishes AireSpring to host (e.g., custom music for Customer’s music on hold) (the “Custom Materials”), Customer represents and warrants that Customer has obtained and will maintain all necessary and appropriate rights, approvals and/or licenses for use of the Custom Materials. Customer agrees to indemnify and hold AireSpring, its officers, directors, employees, affiliates, suppliers and shareholders harmless for all third-party claims arising out of use of the Custom Materials. Customer expressly: (a) grants to AireSpring and its suppliers a license to cache materials distributed or made available for distribution via the Hosting Services, including content supplied by third parties, and (b) agrees that this caching is not an infringement of any of Customer’s intellectual property rights or any third party’s intellectual property rights. Customer shall indemnify and hold harmless AireSpring (including its attorneys’ fees and expenses) in connection with any claim or violation of any intellectual property rights in related to materials distributed or make available for distribution via the Hosting Services.