AIRESPRING MASTER TERMS AND CONDITIONS

1. Scope: These Master Terms and Conditions (the "Terms") shall be binding upon any AireSpring Service Order ("ASO"), and together with the terms and conditions in each ASO, any supplemental terms and conditions, including exhibits and service level agreements, AireSpring's Acceptable Use Policy ("AUP") and Privacy Policy, and any applicable tariffs, comprise Customer's agreement with AireSpring (the "Agreement"). In the event of an inconsistency between these documents (but only to the extent of the inconsistency), the order of precedence, from the most to the least controlling, shall be:• Applicable filed and effective tariff(s);
• Any mutually agreed upon ASO or amendment or addendum thereto, properly executed by authorized representatives of both AireSpring and Customer;
• Applicable Supplemental Terms and Conditions, including Exhibits and Service Level Agreements;
• These Terms; and
• The AUP and Privacy Policy.

THESE TERMS, ALL ASOs, ANY SUPPLEMENTAL PRODUCT TERMS AND CONDITIONS, AND AIRESPRING'S AUP AND PRIVACY POLICY ARE LOCATED ON A WEBSITE ACCESSIBLE AT ALL TIMES BY CUSTOMER AND, TOGETHER WITH AIRESPRING'S TARIFFS, MAY BE MODIFIED BY AIRESPRING AT ANY TIME. FOR CHANGES TO ANY OF THE AFOREMENTIONED COMPONENTS OF THE AGREEMENT OTHER THAN AIRESPRING TARIFFS, WHICH ARE GOVERNED BY SPECIFIC NOTICE REQUIREMENTS IMPOSED BY THE APPROPRIATE REGULATORY AUTHORITIES, AIRESPRING WILL NOTIFY CUSTOMER OF ANY MATERIAL CHANGES IN THE AGREEMENT 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. 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 AIRESPRING'S CALLING AND SPEAKING TO CUSTOMER OR LEAVING A MESSAGE FOR CUSTOMER; BY POSTINGS ON OUR WEBSITE AT WWW.AIRESPRING.COM/SERVICE-TERMS.HTML; OR BY EMAIL. CUSTOMER SHALL BE BOUND BY CHANGES IMMEDIATELY AFTER THEY BECOME EFFECTIVE. CUSTOMER ACCEPTS THE INCORPORATION INTO THE AGREEMENT OF APPLICABLE TARIFFS, SUPPLEMENTAL PRODUCT TERMS AND CONDITIONS, THESE TERMS, THE AUP AND PRIVACY POLICY, AND ALL MODIFICATIONS MADE THERETO.

2. Provision of Services:

2.1. Regulation: The rates set forth in the Agreement are subject to the imposition of new regulations, modifications of existing regulations, new interpretation, application or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state and/or local regulatory agency, legislative body, or court of competent jurisdiction, including, without limitation, the imposition of any charges, surcharges, and/or taxes in reliance on or as a result of the same ("Regulatory Change"). AireSpring reserves the right, at any time (including retroactively) to (i) to pass through to customer all charges, surcharges or taxes directly or indirectly related to such Activity, and/or (ii) modify the rates and/or terms and conditions of the Agreement to reflect the impact of such Regulatory Change, including, without limitation, the impact of any actions by third parties in connection with such Regulatory Change.

2.2. Tariffs: "Tariffs" shall refer to AireSpring's applicable tariffs. The Agreement incorporates by reference the terms of each such Tariff to the extent Customer subscribes to Services provided by AireSpring which are covered by any applicable Tariff. The Agreement may be superseded by a Tariff filed with the appropriate regulatory agency, which Tariff may contain such modifications of the provisions of the Agreement as AireSpring deems appropriate. AireSpring may modify its Tariffs from time to time in accordance with law and thereby affect Services furnished to Customer hereunder, except that the terms and conditions of the Agreement shall supplement, to the extent not inconsistent, Tariff terms and conditions. If any of AireSpring's applicable Tariffs are cancelled during the Term of the Agreement, such cancelled Tariff(s) will be deemed to be incorporated by reference into the Agreement on the effective date of cancellation, as supplemented by any non-inconsistent product descriptions, definitions, prices and other terms and conditions contained in the Agreement or similar document posted by AireSpring on an AireSpring website accessible by Customer, such as http://www.airespring.com/service-terms.html, and may be modified by AireSpring from time to time and thereby affect the previously tariffed Service furnished to Customer.

2.3. Availability of Facilities: AireSpring's Telecommunications Service ("Service") is offered and furnished subject to the availability, in AireSpring's sole judgment, of all necessary facilities, including those acquired by AireSpring from other entities.

2.4. Reseller. AireSpring is acting as a reseller/network provider of services, facilities and equipment provided by third parties. AireSpring may be unable to initiate service due to facilities or other constraints of third parties. Further, AireSpring cannot guarantee any requested turn up/start of service date, or ensure that AireSpring or its underlying network/facilities providers' can achieve any projected turn up/start of service date.

2.5. Right to Alter Service: In its sole discretion and without liability to Customer, AireSpring may: (a) alter the methods, processes or suppliers by or through which it provides Service; (b) change the facilities used to provide Service; or (c) substitute comparable Service for that being provided to Customer. If necessary due to the potential impact on affected Customers, AireSpring will furnish prior notice of any alterations, changes or substitutions.

2.6. AireSpring's Right to Block, Discontinue, or Surcharge Service Without Notice to Customer:

2.6.1. Fraud, Network Blockage or Degradation: AireSpring may discontinue furnishing Service by blocking traffic to or from certain countries, cities, NXX exchanges, or individual telephones; by blocking call origination; or by blocking calls using certain Customer authorization or access codes; and/or cancel Customer's account immediately and without notice, without AireSpring incurring any liability whatsoever, if AireSpring deems that such action is necessary to prevent or protect against fraud, or to otherwise protect AireSpring's personnel, agents, facilities or services, for reasons which include but are not limited to: (a) violation of AireSpring's AUP; (b) use or misuse of the Service in a manner that results, or could result, in network blockage or other degradations that adversely affect the Service furnished to Customer or to other existing or prospective customers of AireSpring; (c) manipulation, change, or in any way modifying traffic line records, including the Calling Party Number ("CPN") or Automatic Number Identification ("ANI"); (d) excessive termination to a single central office in excess of that location's termination capacity; (e) sequential dialing; (f) call blasting; (g) excessive incomplete calls; (h) improperly formatted SIP messages; (i) uses, or threatens to use any of the Services for any unlawful or fraudulent purpose or otherwise violates the terms of the Agreement; or (j) if AireSpring is ordered or requested to terminate service by a governmental entity. Regardless of whether or not AireSpring blocks service, Customer shall still be fully liable for all fraudulent calls made on Customer's Service.

2.6.2. For Financial Cause: AireSpring may immediately and at any time terminate the Agreement, discontinue service, cancel an application for service, cancel the Customer's account, or require customer to deposit funds as security, without incurring any liability, for any of the following reasons: (a) Customer fails to pay any amount owed to AireSpring when due; (b) Customer's failure to comply with any material term or condition of this Agreement; (c) For usage by Customer beyond any credit limit or prepaid balance limit imposed by AireSpring; (d) If, in AireSpring's sole judgment, any aspect of Customer's payment arrangements with AireSpring appear to be fraudulent, including false or misleading credit information, or Customer's use of a credit card that has been reported as misused or stolen; (e) Customer's ability to pay, or if, in AireSpring's sole judgment, Customer's payment arrangements with AireSpring appear to be inadequate to meet any of Customer's obligations to AireSpring coming due; (f) Customer's filing of any voluntary or involuntary Petition in the bankruptcy court which names Customer as the debtor; or (g) Customer communicates any intent to breach, or to not comply with the terms of this Agreement, including but not limited to payment for Services at then-prevailing rates.

2.6.3. Customer Obligation to Pay Through Disconnection Period: Customer shall be responsible for payment of all non-usage based charges through any disconnection period.

2.6.4. Reasonable Use policy for Unlimited Long Distance Plans: Airespring offers unlimited calling plans and features. However, because unlimited calling plans and features may be subject to abuse, fraud or unreasonable exploitation, Airespring has prepared this Reasonable Use Policy ("Policy") as a guide for its customers. The Policy provides guidance regarding impermissible and unreasonable uses of Airespring services and features, and a summary of Airespring's rights in the event that impermissible or unreasonable usage is identified:
"Airespring's unlimited long distance plans and features are intended solely for normal commercial use. Our voice services are designed only for continuous live dialog between two individuals. Unusual calling patterns, excessive called numbers and/or consistent excessive usage will each be considered an indicator that usage is exceeding normal standards. Our service may not be used for auto-dialing, continuous, or extensive call forwarding, excessive conferencing, inbound/outbound centralized or distributed call center activity, telemarketing (including charitable or political solicitation or polling), fax or voicemail blasting, or for continuous or extensive chat line access, or as an open telephone line as a monitor, intercom or transcription service. Airespring shall apply a surcharge of up to $0.04 per minute of use to the number of minutes by which customer's usage exceeds this normal use policy."

2.7. Service Reconnection Delay: 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 sixty (60) business days.

2.8. Delivery of Circuit: Unless specifically stated otherwise in an AireSpring order form, all loop installs are quoted with delivery to the Local Exchange Carrier ("LEC") building Minimum Point of Entry ("MPOE"). Customer is liable for any loop extension ("Demarc Extension") from the LEC MPOE. Customer is responsible for ensuring that all Demarc Extensions are completed, ordered and approved by the LEC prior to any local loops being dropped by the LEC at Customer's MPOE. In the event Customer fails to complete the Demarc Extension or order appropriate Demarc Extensions prior to the LEC's 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 Circuit Facilities Assignment ("CFA") 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.

2.9. Expedited Installation. Customer acknowledges that requests and payments for an expedited installation do not guarantee that the underlying provider and/or local exchange carrier will meet a requested installation date. Requests for expedited installation may expedite the process by which Customer's order is serviced by the underlying carrier and/or local exchange carrier, but AireSpring cannot guarantee that any installation will occur by a specified date, and AireSpring cannot refund any payment made for expedited service in the event that an expedited service date is not met.

2.10. Service Availability: The Service is available throughout the Term, except in the case of scheduled maintenance of the AireSpring network and/or its underlying carrier's networks. AireSpring will use commercially reasonable efforts to provide prior notification via electronic mail ("email") to Customer regarding any scheduled maintenance of the Service. AireSpring may interrupt its provision of Service for unscheduled emergency maintenance without notice to Customer or Customer's customers.

2.11. Valid ANI. Where Customer's equipment allows for manipulation or changing of the outpulsed Automatic Number Identification ("ANI") or calling party number ("CPN"), 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.

2.12. CPN/Pseudo CPN Requirements for Telemarketers and Federal Do Not Call Rules: Per the Federal Trade Commission ("FTC"), telemarketers are required to transmit their telephone number to Caller ID services. As such, all telemarketers using Airespring commercial services are required to provide CPN/pseudo-CPN in compliance with Federal Do Not Call rules. Federal Do Not Calls rules require that companies that telemarket or engage in telephone solicitations adhere to the requirements set forth in 47 C.F.R. section 64.1200 (FCC) and 16 C.F.R. Part 310 (FTC). Please consult with your company's legal advisor for more information.

2.12.1. 900, 500, 700, or Invalid Numbers: Customer will not pass 900, 500, 700, or invalid numbers (including 000-000-0000 as CPN.

2.13. Local Number Portability: 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 terminating to different physical locations, and/or Operating Company Numbers ("OCN") and Local Access Transport Areas ("LATA") that may differ from the dialed number. If (1) the Customer's rate plan does not include flat-rate pricing, or (2) for the purpose of calculating high cost area surcharges on flat-rate plans, calls 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.

2.14. OCN Information: All calls billed under plans other than flat-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 shall not be liable for the accuracy of any OCN information which may be utilized by Customer for any purpose, including but not limited to rating, scrubbing or sorting.

2.15. Toll Free Directory Assistance: Upon Customer's written 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, 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. 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 will be charged at such third party provider's then prevailing rates, which are subject to change without notice at any time.

2.16. International Routes: 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.

2.17. Blocking of International Calls: If Customer wishes to block International calls, Customer must ensure that such request is in writing, in the body of the ASO for the services for which International blocking is to be applied. Any such blocking request that is not in writing will not be valid. For the purpose of call blocking, "International" refers only to those calls using a 011 prefix. Thus, for example, phone calls from the United States to Canada are not International calls and cannot be blocked. It is Customer's responsibility to understand the limits on any call blocking functionality.

2.18. Internet Services: All Internet services provisioned under this Agreement or any AireSpring ASO are provided as information services, and not as telecommunication services for the purposes of regulation.

2.19. Rights to IP Addresses and Circuits: Upon termination of the Agreement or any ASO, or cancellation of any Service, all rights to circuits ordered by Customer will revert to AireSpring, and Customer shall have no rights to the continued use of such circuits even if AireSpring ordered such circuits through another provider. Similarly, AireSpring does not represent that IP Addresses used by Customer in conjunction with the Service will be available to Customer after termination or cancellation.

2.20. 911 Services: If Customer subscribes to 911 or E911 service, Customer will be required to register the physical location of Customer's equipment (phone, softphone or videophone) with Airespring and agree to call Airespring customer service to update the location whenever the physical location of service for a particular telephone number changes. Customer may register only one location at time. If Customer does not update the physical location, Customer's 911 calls may be sent to an incorrect emergency center. It can take several hours to activate 911 service at the updated address. 911 service will not function in the event of a broadband services outage, or power outage, or if your broadband, Internet Service Provider (ISP), or Airespring phone service is terminated.

2.21. No 0+, Operator Assisted, or x11 Calling. Airespring Services do not support 0+ or operator assisted calling, including, without limitation, collect calls, third party billing calls, 900, or calling card calls. Areispring Services may not support 311, 511, and other x11 services in one or more service areas.

2.22. Incompatibility With Other Services. Airespring Services may not be compatible with non-voice communications equipment, including but not limited to: home security systems; TTY; medical monitoring equipment; TiVo; satellite television systems; PBX; Centrex; other private telephone networks; other broadband services; home networking; or computer modems. There may be other services with which Airespring Services are incompatible. Airespring does not warrant that the Services will be compatible with all broadband services and Airespring expressly disclaims any express or implied warranties regarding the compatibility of the Services with any particular broadband service. Customer waives any claim against Airespring for interference with or disruption of these services and equipment.

3. Billing And Payment Arrangements:

3.1. Form of Invoice: Airespring shall send invoices for services by either email, or surface mail, and any invoice received by either method shall constitute a valid bill for services.

3.2. Payment: Customer shall pay for all Services ordered from AireSpring, pursuant to an ASO at the rates set forth in such ASO or other pricing exhibits, or as amended from time to time.

3.3. Rounding: Unless otherwise stated in an ASO, charges for Services shall be rounded up to two digits per call. By way of example, a call whose cost calculated to $1.214 would be rounded to $1.22.

3.4. Prepayment: Unless Customer receives credit approval in writing from AireSpring's credit department and has signed a separate billing agreement, Customer will be invoiced on a prepaid basis.

3.4.1. 30-Day Payment Customers. For Customers who receive written credit approval from AireSpring's credit department for thirty (30) day payment terms, invoices for Service shall be due upon receipt. Undisputed amounts which are not paid in full within thirty (30) days of the invoice date will be past due and subject to an additional charge equal to the lesser of a one and one half percent (1.5%) per month late payment fee or the maximum monthly rate permitted by law on past-due balances. 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.

3.5. Liability for Completed Calls: Customer understands that rates to special service numbers and non-US mobile numbers can be signifihcantly higher than landline rates and Customer is wholly responsible for all calls made over their lines. 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 CUSTOMER'S ABILITY TO OPERATE. CUSTOMER REQUESTS TO BLOCK INTERNATIONAL SERVICE ON AIRESPRING SERVICE ORDERS SHALL NOT RELIEVE CUSTOMER FROM LIABILITY FOR INTERNATIONAL CALLS MADE ON CUSTOMER'S SERVICE. AIRESPRING SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO PROCESS SUCH BLOCKING REQUESTS, SUBJECT TO NETWORK LIMITATIONS AND RESTRICTIONS. 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.

3.6. Account Codes: Account Codes, either Verified or Non-Verified, are not 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 Verified or Non-Verified Account Code 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.

3.7. Credit Information: Customer agrees that AireSpring may request credit information from third parties and Customer authorizes the release of such information as part of this application.

3.8. Forms of Payment: 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 ASO or 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. AireSpring may accept, in its sole discretion, payment by credit card. If Customer pays AireSpring by credit card, Customer's continued receipt of Services, after Customer's payment to AireSpring appears on Customer's credit card statement, shall be construed as Customer's acknowledgement of the validity of such undisputed charges, and as Customer's waiver of all rights to reverse such charges. Customer's sole recourse for disputed charges shall be as outlined in Section 4 ("Billing Disputes").

3.9. Applicable Rates and Charges: AireSpring may modify the applicable rates and charges upon prior notice to Customer as noted above. Customer acknowledges that the termination of international long distance wireless calls may be billed at higher rates.

3.10. Service Start Date; Invoicing; and Payment Deadline: AireSpring will notify Customer when Service is available for use. The date of such notice shall be the Start of Service Date, and Customer's obligation to pay for Service shall begin on the Start of Service Date. Service invoicing will occur on a monthly basis.

3.11. Non-recurring Charges: Non-recurring Charges are due and payable on the Start of Service Date or as otherwise billed by AireSpring.

3.12. Monthly Recurring Charges: Monthly Recurring Charges are fixed in amount, not dependent on usage, and billed in advance. If the Start of Service Date is other than on the first day of a monthly billing period or if Service terminates on other than the last day of a monthly billing period, Customer's first bill shall include pro-ration of the first month's Service charges, as well as any NRCs not previously paid.

3.13. Usage Charges: Usage Charges are billed in arrears.

3.13.1. Taxes, Surcharges and Other Service Related Fees: Service rates and charges are exclusive of all taxes, fees, tax-related surcharges and tax-like surcharges (as enumerated below). Customer shall be responsible for, and must pay, all taxes, including, without limitation, sales, use, excise, gross receipts, value added, access, bypass, franchise, telecommunications, consumption and other taxes, fees, duties, charges or surcharges, however designated, and imposed directly on AireSpring based on the provision, sale or use of Service. If Customer believes it, or the Services it receives and uses, are exempt from any tax, Customer will provide AireSpring with a properly executed exemption certificate in a form acceptable to AireSpring that evidences the exemption claimed. Customer shall renew such certification annually and shall provide evidence of such continuing certification upon request by Airespring. In the event Customer fails to renew its tax-exempt certification, or if its tax-exempt certification is repealed, Customer shall be responsible to Airespring for all such taxes from the date Customer's tax-exempt certification became invalid. Tax exemption will only apply to Taxes incurred after the date AireSpring receives the Tax Exempt Document (Customer cannot receive credit for any Taxes already billed). Customer's obligation to pay applicable taxes (and all other charges due and owing for Service) shall survive the expiration of the Agreement. Many surcharges, including but not limited to the Federal Universal Service Fund Surcharge, are not a tax and are not subject to exemption. AireSpring's primary surcharges are listed at http://www.airespring.com/service-terms/64-surcharges.html .

3.13.2. Cost Recovery: AireSpring may impose recovery fees in order to recover costs associated with regulatory compliance, administrative and network facilities costs.

3.13.3. Set-up, Installation and Disconnect Fees: Customer shall pay all applicable inspection, repair, set-up, Demarc extension, installation and disconnect fees, service upgrade or relocation fees, which will be invoiced on a Non-Recurring Charge basis and are non-refundable. Quoted installation fees contemplate installations in normal locations under normal working conditions during regular business hours. Any installations under other circumstances including, but not limited to, hazardous locations or made on an expedited basis outside of standard installation intervals will be subject to additional charges.

3.13.4. Charges Imposed By Other Suppliers: If an entity other than AireSpring (e.g., another carrier or supplier) imposes charges on AireSpring in connection with the provisioning of Service to Customer, including but not limited to, for expedited installations, such charges will be invoiced by AireSpring on a pass-through basis and paid by Customer.

3.14. Underutilization: Customer understands and acknowledges that AireSpring's underlying carriers may terminate service on any circuit for underutilization. Customer understands that such termination would 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. AireSpring will provide Customer fifteen (15) days written notice of its underlying carrier's intent to disconnect, and customer shall have the option of increasing usage to prevent 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 the underlying carrier to AireSpring.

3.15. Excessive Incomplete Calls. If Customer utilizes the AireSpring underlying network for call termination, Customer may not have an excessive percentage of outbound incomplete calls, as calculated on the basis of total outbound call attempts in a month per unique customer account. An Excessive Call Attempt Surcharge of $0.005 per call will be assessed for all incomplete calls deemed excessive by AireSpring in its sole and absolute discretion. For customers utilizing the AireSpring network whose total number of DS1 circuits ordered is 4 (Four) or less (including all circuits utilizing the AireSpring network ordered previously or separately by Customer), the Excessive Call Attempt Surcharge shall not apply until such time as Customer's total number of DS1 circuits utilizing the AireSpring network exceeds 4.

3.16. Reasonable Use Policy for Unlimited Long Distance Plans. Airespring offers unlimited calling plans and features. However, because unlimited calling plans and features may be subject to abuse, fraud or unreasonable exploitation, Airespring has prepared this Reasonable Use Policy ("Policy") as a guide for its customers. The Policy provides guidance regarding impermissible and unreasonable uses of Airespring services and features, and a summary of Airespring's rights in the event that impermissible or unreasonable usage is identified. Airespring's unlimited long distance plans and features are intended solely for normal commercial use. Our voice services are designed only for continuous live dialog between two individuals. Unusual calling patterns, excessive called numbers and/or consistent excessive usage will each be considered an indicator that usage is exceeding normal standards. Our service may not be used for auto-dialing, continuous, or extensive call forwarding, excessive conferencing, inbound/outbound centralized or distributed call center activity, telemarketing (including charitable or political solicitation or polling), fax or voicemail blasting, or for continuous or extensive chat line access, or as an open telephone line as a monitor, intercom or transcription service. Airespring shall apply a surcharge of up to $0.04 per minute of use to the number of minutes by which customer's usage exceeds this normal use policy.

3.17. Early Termination Liability: In the event Customer cancels Service or the Agreement or any ASO is terminated early for any reason whatsoever, Customer will pay AireSpring an Early Termination Liability charge ("ETL") equal to the months remaining in any applicable term multiplied by the monthly recurring charge, for example monthly loop and port circuit charges, applicable to the Service. Assessment of an ETL does not relieve Customer of Customer's obligation to pay any non-recurring charges.

3.18. Recovery of Collection Costs: Unless otherwise prohibited by law, Customer shall reimburse AireSpring for any costs incurred by AireSpring in undertaking any collection activity, including, but not limited to, the reimbursement of reasonable attorneys' fees.

3.19. Right of Offset: If Customer defaults on any payment obligation owed AireSpring under any agreement for more than thirty (30) days and AireSpring has funds that are owed the defaulting Customer, AireSpring may offset that which it is owed by first applying such funds to the full balance due by the defaulting Customer. Any amount remaining following the offset shall be remitted to Customer in the normal course of business.

4. Billing Disputes:

4.1. Customer Obligation. Any invoices issued to Customer shall be deemed correct and binding on Customer unless Customer files a dispute according to the provisions of this Section 4.

4.2. Requirements for Valid Dispute: An invoiced charge will be deemed disputed by Customer if, and only if: (a) Customer believes in good faith that the charge was invoiced in error; (b) Customer provides AireSpring written notice of the disputed charge no later than thirty (30) days from the date of the invoice on which the charge first appeared; and (c) Customer's notice of the disputed charge includes the amount of the disputed charge, the reason the charge is disputed, and documentation supporting the dispute, and provide all documents supporting each dispute. Customer shall not have the right to withhold any amount not properly disputed.

4.3. Resolution of Disputed Charges: AireSpring shall have the right to determine in good faith the merit of each dispute and Customer's associated payment obligation. AireSpring will investigate all billing disputes and notify Customer in writing that: (a) a credit will be issued to reverse any amount that AireSpring determines was incorrectly billed, or (b) AireSpring has determined that the disputed charge was invoiced correctly. After a billing dispute is resolved, if the dispute is resolved in AireSpring's favor, Customer will, within five (5) business days of such resolution, remit to AireSpring any required payment, plus interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permissible under applicable state law, calculated from the due date until the date payment is received by AireSpring. Failure to pay such amount in full within such five (5) day period shall be a breach hereof and shall entitle AireSpring, in addition to its other remedies at law or equity, to terminate all Services to Customer without notice and without liability of any kind or amount. If the dispute is resolved in Customer's favor, and Customer withheld payment of the disputed amount, then AireSpring will issue a credit to reverse the amount incorrectly billed. If the dispute is resolved in Customer's favor and Customer previously paid the disputed amount, then AireSpring will issue a credit to reverse the amount incorrectly billed and apply such credit against Customer's next invoice(s). If Customer is no longer being invoiced by AireSpring, AireSpring will remit to Customer the amount of the credit within ninety (90) days of the date of such credit.

5. Products and Customer Equipment Supplied by AireSpring: AireSpring may deliver to Customer certain software, hardware and documentation, including but not limited to customer premises equipment (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 Products during the term of the appropriate ASO solely for use with the Service specified in such ASO and in accordance with the Agreement. AireSpring will use commercially reasonable efforts to supply and configure the Products to allow Customer to use the Services, unless Customer is supplying its own equipment or purchasing it from a third party (including an AireSpring authorized dealer or fulfillment partner). AireSpring is not responsible for the configuration of, or the components of, Customer's personal computer or for other telephony equipment that may be necessary to make such customer-acquired equipment compatible with the Service. For any equipment that Customer purchases directly through AireSpring, AireSpring may supply new or recertified equipment. On new and recertified equipment purchased by Customer through AireSpring, Customer understands that any Product it purchases through AireSpring, a dealer or fulfillment partner is only designed to work with AireSpring's Services. If Customer or AireSpring terminates Services for ANY REASON, Customer will NOT be eligible for a refund, either full or partial, for any fees paid by Customer for a Product, or for third party-supplied equipment, and Customer must return to AireSpring or purchase from AireSpring any Products at AireSpring's then prevailing prices within thirty (30) days of termination.

5.1. Maintenance, Support, and Repair for Products Provided by AireSpring: All equipment provided to Customer by 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 Products, with no additional warranty of any kind from AireSpring. Customer shall reimburse AireSpring for the Field Service Technician visit, if applicable, at then-applicable rates and for the cost of any replacement equipment for the entire cost to repair and/or replace any Product in the event that Product requires replacement due to (a) misuse or abuse, (b) failure to exercise reasonable care, (c) altering original AireSpring configuration, (d) damage, (e) theft, or (f) disaster. If a replacement Product is requested, AireSpring will ship preconfigured replacements to Customer. Customer shall return any faulty Product to AireSpring within ten (10) days of receiving the replacement Product or pay for such Product. Customer will not receive compensation for downtime associated with Product failure, replacement or repair. AireSpring's liability is strictly limited to the pro-rata reduction of AireSpring's monthly recurring charges, At AireSpring's discretion, any Product, either originally, or as a replacement, may be new, recertified or refurbished. Any Product supplied as a replacement Product will carry the remainder of any manufacturer warranty. AireSpring may also provide any Product upgrades at no expense to Customer, and Customer shall use all such upgrades provided by AireSpring. Airespring shall not replace, and Customer shall be responsible for the full cost of replacement of Airespring provided equipment and phones in the event of damage: (a) to consumable parts, such as batteries, or protective coatings designed to diminish over time unless failure has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents, and broken plastic on ports; (c) to damage caused by use with other products; (d) to damage caused by accident, abuse, misuse, liquid contact, fire, earthquake or other external causes; (e) to damage caused by operating the product outside the permitted or intended uses described by Airespring; (f) to damage caused by service (including upgrades and expansions) performed by anyone who is not a representative of Airespring; (g) to a product or part that has been modified to alter functionality or capability without the written permission of Airespring; (h) to defects caused by excessive wear and tear or otherwise due to the excessive aging of the product or (i) if any serial number has been removed or defaced. AireSpring and its suppliers shall have no obligation or liability in connection with any equipment not purchased through AireSpring even if configured by AireSpring, or for any abuse, misuse or reconfiguration, including, but not limited to, the addition of software or other devices, of any equipment by any party other than AireSpring. If Customer purchases a Product through an AireSpring authorized dealer or fulfillment partner, Customer must address any issues or warranty concerns with that dealer or fulfillment partner. If Customer has been provided Products by AireSpring, then Customer shall allow AireSpring reasonable access to the Products as required to provide Service ordered by Customer.

6. Confidentiality:

6.1. Definition: "Confidential Information" shall include AireSpring pricing, trade secrets as defined under applicable law ("Trade Secrets"), and any and all information, whether provided in writing, orally, visually, electronically or by other means, whether or not marked as "confidential" or "proprietary," related to the Services and/or business of AireSpring, including, but not limited to, the terms and conditions of the Agreement. Confidential Information shall not include information (a) already lawfully known to or independently developed by Customer as evidenced by its written records, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from third parties without any obligation of confidentiality.

6.2. Confidentiality Obligation: Customer shall maintain the confidentiality of the Confidential Information and shall use the same level of care, but in no event less than a reasonable standard of care, as it uses to maintain the confidentiality of its own confidential information. Customer shall take reasonable steps to ensure that Customer's personnel, subcontractors, and personnel of such subcontractors, if any, comply with this Section, which steps shall include obtaining enforceable written agreements from Customer's personnel and subcontractors and requiring enforceable written agreements from personnel of subcontractors binding such entities and individuals to obligations of confidentiality no less restrictive than those set forth in this Agreement. Customer agrees that if it is required by law to disclose the Confidential Information, Customer shall first give written notice of such required disclosure to AireSpring and AireSpring shall have a reasonable opportunity to prevent or limit the third party disclosure. Customer acknowledges that monetary damages may not be sufficient remedy for unauthorized disclosure or use of Confidential Information and that AireSpring may seek without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. The obligations under this Agreement shall: (a) with regard to the Trade Secrets, remain in effect as long as the information constitutes a Trade Secret under applicable law; and (b) with regard to the Confidential Information, remain in effect during the term of this Agreement and for a period of five (5) years thereafter.

6.3. Customer Confidential Information: AireSpring's privacy policy, located at http://www.airespring.com/privacy-policy.html, details AireSpring's confidentiality obligations to Customer.

6.4. Non-Disclosure and Publicity: Neither Party shall disclose to any third party the terms and conditions of the Agreement without the prior written consent of the other Party.

7. Representations And Warranties:

7.1. Customer: Customer warrants and represents that (a) Customer has full power and authority to enter into this Agreement; (b) the signatory to this Agreement possesses all necessary authority to enter into this Agreement with AireSpring in all respects and render it effective; and that Customer shall comply with all applicable federal, state, and local laws, ordinances, regulations and codes in its use of the Services. Customer represents that the address provided to AireSpring for billing purposes is either Customer's residential or business street address. Customer warrants that the DIDs it has been assigned by Airespring when utilized by Customer to place outbound calls shall at all times accurately reflect the name of Customer as has been provided by Customer to Airespring. The outpulsed caller identification information shall not be altered, manipulated or modified by Customer in any such manner that can cause harm, injury or misrepresent to the called party the nature of the call and shall at all times remain in compliance with the provisions of the Truth in Caller ID Act. (the "Act").

7.2. Enhanced Traffic: For Customers utilizing Airespring's long distance or long distance SIP trunking products, Customer represents and warrants that each call originated to Airespring as Native IP traffic meets the criteria defined as (i) traffic that originates as IP from the originating caller, and (ii) is then transported as IP from Customer to Airespring. Customer is prohibited from intermingling traffic or for utilizing these services for anything other than SIP originated or terminated service in accordance with all applicable federal and state regulations. Customer expressly agrees, represents and warrants that all long distance or SIP trunking traffic delivered by Customer to Airespring is SIP-originated in accordance with all applicable federal and state law and regulation and, without limiting the foregoing, it will not use the Services to originate or terminate TDM or voice calls in a manner that bypasses applicable switched access or other charges.

7.3. AireSpring: AireSpring warrants that (a) AireSpring has full power and authority to enter into this Agreement and convey the rights conveyed herein; and (b) the signatory to this Agreement possesses all necessary authority to enter into this Agreement with AireSpring in all respects and render it effective. AireSpring makes no representations or warranties, whether express, implied or statutory, regarding the Services, system equipment or AireSpring-owned or provided equipment used by Customer, including any equipment with respect to which title may transfer to Customer (except to the extent set forth in any separate AireSpring sale transfer document). This exclusion includes, but is not limited to, any implied warranties of merchantability, fitness of services or equipment for a particular purpose, or non-infringement of any third party rights.

7.4. AIRESPRING SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER OR THE FACILITIES AND EQUIPMENT FURNISHED PURSUANT TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL AIRESPRING OR ANY AFILLIATED PERSON OR ENTITY BE LIABLE TO CUSTOMER OR ANY AFFILIATED PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, RELIANCE, COST OF COVER, SPECIAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY, PERFORMANCE, NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER THE AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS, LOSS OF ABILITY TO PERFORM, LOST CONTRACTS, COSTS OF THIRD-PARTY REPAIR OR REPLACEMENT, OR FAILURE OF 911 OR OTHER FEATURES, EVEN IF CUSTOMER OR ANY AFFILIATED PERSON OR ENTITY ADVISES AIRESPRING OR ANY AFFILIATED PERSON OR ENTITY OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN THE EVENT A VENDOR(S) IS EMPLOYED ON BEHALF OF THE CUSTOMER, CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR PAYMENT TO THE VENDOR EMPLOYED WITHOUT CLAIM TO AIRESPRING. AIRESPRING SHALL NOT BE RESPONSIBLE FOR PAYMENT OF ANY VENDOR CHARGES INCURRED BY CUSTOMER OR ANY OTHER PARTY, WHETHER OR NOT SUCH CHARGES ARE AS A RESULT OF ERROR OR OMISSION BY AIRESPRING OR ANY OTHER THIRD PARTY. IN THE EVENT AIRESPRING DISPATCHES A VENDOR, LOCAL EXCHANGE CARRIER OR OTHER TECHNICIAN ON BEHALF OF CUSTOMER, AND IT IS DETERMINED THAT THE DISPATCH WAS DUE TO A CUSTOMER WIRING, EQUIPMENT OR OTHER CUSTOMER RELATED ISSUE, THEN CUSTOMER WILL BE RESPONSIBLE FOR PAYMENT OF COSTS INCURRED BY AIRESPRING FOR THE DISPATCH. AIRESPRING SHALL NOT BE RESPONSIBLE FOR DAMAGE TO PROPERTY OR FOR INJURY TO ANY PERSON ARISING FROM THE INSTALLATION, MAINTENANCE OR REMOVAL OF EQUIPMENT OR THE PROVISIONING OF SERVICES, AND CUSTOMER HEREBY INDEMNIFIES AND HOLDS HARMLESS AIRESPRING FROM AND AGAINST ANY LIABILITIES INCLUDING ATTORNEY'S FEES ARISING OUT OF SUCH DAMAGE OR INJURY. CUSTOMER'S REMEDIES FOR CLAIMS UNDER THE AGREEMENT SHALL BE STRICTLY LIMITED TO OUTAGE CREDITS AS DESCRIBED HEREIN.

8. Indemnification:

8.1. AireSpring's Indemnification of Customer: AireSpring will defend and indemnify Customer, its employees, directors, officers and agents, from and against any suit, proceeding or other claim brought by an entity (not a party to or an affiliate of a party to this Agreement) that is caused by, arises from, or relates to damage to real or tangible personal property or personal injuries (including death) arising out of the gross negligence or wilful act or omission of AireSpring in the provision of Service by AireSpring.

8.2. Customer's Indemnification of AireSpring: Customer will defend and indemnify AireSpring, its employees, directors, officers and agents, from and against any suit, proceeding or other claim brought by an entity that is caused by, arises from, or relates to: (a) damage to real or tangible personal property, personal injuries (including death) arising out of the gross negligence or wilful act or omission of Customer in the use of the Service; (b) any fraud arising from Customer's use of the Service; and (c) representations regarding the nature of Customer's traffic and any use, operation or resale of Service by Customer in contravention of this Agreement, including without limitation, claims of libel, slander, unauthorized use of copyright or trademark by Customer or the business activities and practices of Customer arising from Customer's use of the Service.

8.3. Truth in Caller ID Act Indemnification: Customer shall forever indemnify, defend and hold Airespring harmless from any demand, claim, action, proceeding, fine, penalty or assessment brought or initiated by third parties, in their individual capacity, or regulatory agencies or authorities including, but not limited to, the Federal Communications Commission, State Attorneys General, Federal Trade Commission, state regulatory authorities (where concurrent jurisdiction exists) for any alleged or actual violation by Customer or Customer affiliates (collectively "Customer") of the Truth in Caller ID Act. This specific indemnity shall be a blanket indemnification for all consequences, whether known or unknown on the part of Airespring or Customer, that may befall Airespring as a result of any such actual or alleged violation by Customer of the "Act". This indemnification shall include, but not be limited to, any cost of defense incurred response required or documentation requested of Airespring due to any such violation of the Act by Customer. In the event parties other than Customer (e.g. Customer's end-users) shall have use of the telecommunications services provided by Airespring through Customer, then Customer agrees to forever indemnify and hold Airespring and any third party provider or operator of facilities employed in provision of the telecommunications services provided by Airespring harmless from and against any and all claims, demands, suits, actions, losses, damages, assessments or payments which those parties may assert relating to any violation of the Truth in Caller ID Act. Customer agrees to reimburse Airespring for all reasonable costs and expenses incurred by Airespring due to Airespring's direct participation (either as a party or witness) in any administrative, regulatory, criminal or civil proceeding concerning Customer if Airespring's involvement in said proceedings is based upon Customer's actions or inactions resulting in a violation of the Truth in Caller ID Act

8.4. Intellectual Property: If a Service provided by AireSpring becomes, or if AireSpring reasonably believes a Service it is providing may become, the subject of a suit, proceeding or other claim by an entity (not a party to or an affiliate of a party to this Agreement) that the Service directly infringes the U.S. patent, trademark or copyright rights ("Intellectual Property') of such entity, AireSpring shall, at its own expense and option: (a) procure the right for AireSpring to continue to provide the Service; or (b) modify or replace the Service with a different service that has substantially similar functionality; or (c) discontinue providing or direct the cessation of any use of the Service and refund to Customer a pro-rated portion of any charges paid for the affected Service through the date of Service discontinuation or cessation. Notwithstanding the foregoing, AireSpring will have no obligation to defend or indemnify Customer, and Customer will defend, indemnify and hold harmless AireSpring for any suit, proceeding or claim arising out of: Customer's: (a) designs, specifications, modifications, or configurations; (b) combination of Customer hardware or software, or other materials, services or methods with the Service; or (c) use, operation or resale of the Service in contravention of its obligations and responsibilities.
8.5. Procedure: If an entity makes a claim against AireSpring or Customer, the Party in receipt of such claim ("Indemnified Party") will promptly notify the other Party ("Indemnifying Party") in writing no later than sixty (60) days after receipt of such notification of a potential claim. The Indemnifying Party may assume sole control of the defence of such claim and all related settlement negotiations. The Indemnified Party will provide the assistance, information and authority necessary to assist the Indemnifying Party in its obligations. Neither AireSpring nor Customer may settle any such matter without the consent of the other as to any settlement that imposes an obligation on, or requires any admission by, the other Party. Failure of the Indemnified Party to promptly notify the other will not relieve the Indemnifying Party of its obligations except to the limited extent such delay prejudices the Indemnifying Party. Additionally, if the Service as and in the manner provided by AireSpring is determined by a court of competent jurisdiction to have directly infringed on an entity's Intellectual Property rights, or if such claim is settled, AireSpring shall indemnify Customer for its reasonable legal fees incurred to defend itself against such claim up to and including the time of final disposition or settlement of such claim and any payment required to be made by Customer pursuant to such judgment or settlement.

8.6. Survival: These Customer and AireSpring indemnifications will survive this Agreement.

9. Limitations on Liability:

9.1. Underlying Carriers: AireSpring is not liable for any act or commission of any other company or companies furnishing a portion of the Services to Customer.

9.2. Direct Damages: Even if advised of the possibility of losses or damages, AireSpring shall not be liable, except as set forth herein, for any losses or damages resulting from: (a) its provisioning of Service to Customer; (b) any act or omission of Customer, those using the Customer's Service or third party entities furnishing products used in connection with Service; or (c) the loss or destruction of Customer data resulting from the use of Service.

9.3. Limitation of AireSpring Liability: AireSpring's liability to Customer for any property damage to Customer premises caused by AireSpring's gross negligence or wilful misconduct shall in no event be greater than an amount equal to the sum of the payments made by Customer to AireSpring during the three months immediately preceding the event for which losses or damages are claimed. By entering into an Agreement and remaining a Customer, Customer manifests its acceptance of this limitation on direct damages as fair and reasonable.

9.4. Indirect or Consequential Damages: Neither AireSpring nor Customer shall be liable to the other for any indirect, incidental, exemplary, punitive or other consequential damages, whether or not foreseeable, including, but not limited to, damages from the loss of data, business goodwill or profits, savings or revenue, harm to business, whether under contract, tort, including negligence, strict liability or any other theory of liability. A party's out-of-pocket costs for damages recovered by a third party shall be deemed to be indirect damages suffered by such party, except to the extent such damages are part of a claim for which indemnification is due under Section 7.

9.5. Service Interruptions: AireSpring's sole liability under this Agreement for interruption of service or failure of equipment shall be limited to that amount of AireSpring's actual fixed charges incurred by Customer during the period of such interruption. AireSpring 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.

9.6. Delays: AireSpring shall not be liable to Customer for losses or damages resulting from its inability to provide Service or from any delay in meeting a scheduled Start of Service Date or a scheduled change in service date.

9.7. Force Majeure Events: In no event shall either Party have any claim or right against the other Party for any failure of performance (except for AireSpring's right to seek payment of all accrued charges) due to causes beyond that Party's reasonable control, including, but not limited to: acts of God, fire, explosion, vandalism, fiber optic cable cut, storm, flood or other similar catastrophes; any law, order, regulation, direction, action or request of the United States Government, or of any other government, including state and local governments having or claiming jurisdiction over either of the Parties or of any department, agency, commission, court, bureau, corporation, or other instrumentality of any one or more said governments, or of any civil or military authority; national emergencies; unavailability of materials or rights-of-way; insurrections; acts of terrorism; riots; wars; strikes; lock-outs, work stoppages or other labour difficulties; or supplier failures, shortages, breaches or delays.

9.8. Facilities, Services, Equipment or Systems of Others: AireSpring shall not be liable for the unavailability, or deficient performance, of any facilities, services, equipment or systems used in connection with the provision of Services that are under the control of Customer or any third party, even if AireSpring has acted as the Customer's agent in procuring such facilities, services, equipment or systems from third parties. Customer's rights with regard to the unavailability or deficient performance of such facilities, services, equipment or systems not provided by AireSpring shall be strictly as established by the supplying entity. Customer shall be liable to AireSpring for any loss, theft, or damage to any of AireSpring's equipment located on Customer's premises, however caused.

9.9. Passwords: Customer will be asked to create a password in order to gain access to Customer's account information on-line or when contacting an Airespring agent by phone. Customer agrees to keep all passwords and account information confidential and Customer is solely responsible for any liability or damages resulting from Customer's failure to maintain that confidentiality, and for all activities that occur under Customer's password. Customer must immediately notify Airespring if Customer suspects any breach of security such as loss, or unauthorized disclosure or use of Customer's password and account.

9.10. Electronic Recording: Customer acknowledges and understands that there are federal and state statutes governing the electronic recording of telephone conversations and that Airespring will not be liable for any illegal use of the service. Because Customer circumstances vary widely, Customers should carefully review their own circumstances when deciding whether to use the recording features of the service and it is the Customer's responsibility to determine if the electronic recordings are legal under the federal and state statutes. Airespring is not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of electronic recordings or the use of its products by Customer whether legal or illegal.

9.11. Customer's Failure to Fulfill Obligations: AireSpring shall not be liable to Customer or any third party for Customer's failure to fulfil its obligations, including, without limitation, Customer: (a) obtaining, installing and maintaining all necessary equipment, materials, and supplies for interconnecting Customer or third party facilities, services, equipment or systems to Services; (b) securing all licenses, permits, approvals, rights-of-way, access rights, including ingress and egress from buildings, and other arrangements necessary to install, receive and use Services; (c) ensuring that Customer or third-party facilities, services, equipment or systems interface properly with Services; that the signals delivered to AireSpring's Service are fully compliant with industry standards; and that such signals do not damage AireSpring property or personnel, or degrade Service to other Customers of AireSpring, and (d) Customer use of non-approved Services.

9.12. Misuse of Customer Service: AireSpring shall neither provide credit allowances nor otherwise be liable for the use, misuse or abuse of Customer's Service by Customer, its agents, employees or any third parties including, without limitation, members of the public. If AireSpring co-operates with Customer by recommending potential solutions to reduce or eliminate the unauthorized use of Customer's Service, AireSpring's recommendation shall not be deemed to be promises or guarantees by AireSpring that the unauthorized use of Customer's Service will be reduced or eliminated, and in no event shall AireSpring incur any liability in connection with those undertakings to Customer or any third party. In all instances, Customer shall be responsible for its facilities, services, equipment or systems interconnected with AireSpring's Service. Customer shall be responsible for maintaining the security of any networks that Customer controls, including, but not limited to, local area networks, private networks, and/or virtual private networks.

9.13. Billing Errors: AireSpring's obligation with respect to any errors resulting in Customer overpayments for Service is limited to granting invoice credits equal to the dollar amounts erroneously billed. Under no circumstance will any billing error affect the Customer's obligation to pay for Services rendered and used.

9.14. Calls to Public Safety Answering Points (PSAPs) or 911: AireSpring shall not be liable for the misrouting of any calls made to PSAPs or to municipal emergency service providers.

10. Term and Termination:

10.1. Term: The term of the Agreement shall commence when Customer orders Service and shall continue for the Minimum Term as set for in the applicable ASO. If no notice of cancellation is received, the Agreement shall continue on a month-to-month basis for as long as Customer is receiving Service (and until Customer has fully paid for such Service). Unless otherwise stated, the Minimum Term shall not be less than twelve (12) months. The termination of the Agreement shall have the effect of terminating each ASO. At the discretion of AireSpring, an individual ASO may be terminated without terminating the Agreement.

10.2. Termination: AireSpring may elect in its sole discretion to terminate this Agreement and any outstanding ASO(s) immediately for any reason enumerated under Section 2.3 above. AireSpring may terminate this Agreement or any ASO(s), at its option upon providing Customer with written notice of such election. In such event, the effective date of the termination shall be thirty (30) days from the date of such notice. Customer may cancel the Service by emailing AireSpring at This e-mail address is being protected from spambots. You need JavaScript enabled to view it , AND by giving written notice to AireSpring (as provided below in paragraph 11, "Notice"), with the words "Attention: Disconnection Department, Service Disconnection Request" prominently written on the outside of the envelope, no less than forty-five (45) days prior to the effective date of such cancellation. REGARDLESS OF WHETHER A THIRD PARTY PORTS THE CUSTOMER'S PHONE NUMBER TO A NEW SERVICE, SERVICES WILL CONTINUE TO BE DELIVERED AND BILLED THROUGH THE DISCONECTION PERIOD FOLLOWING A PROPER NOTICE OF DISCONNECTION. AireSpring shall begin the disconnection process upon receipt of notification from the customer. The disconnection process shall not begin until all Toll Free numbers have been removed from the customer's services. Charges shall continue until Airespring and any underlying carriers complete the disconnection process, or 45 days, whichever is later. Airespring recommends customer ensures any replacement services are operational before requesting disconnection, as Airespring is not responsible for any interruption or failure of service once disconnection has been requested by customer Once disconnection has been requested, service may disconnect at any time without prior notice to customer. If the effective date of cancellation is prior to the end of the Minimum Term, or any renewal term, Customer shall pay AireSpring an early termination charge as defined in paragraph 3.17, "Early Termination Liability."

10.3. Notice: All notices, demands, consents, requests, approvals, Customer name and address changes, billing inquiries and requests, authorizations, or other communication which either Party is required or desires to give or make upon or to the other Party shall be in writing and shall be effective when sent, if hand delivered, on the next business day if sent by a generally recognized overnight delivery service (subject to confirmation of receipt from the service); or on the date received if sent by United States certified or registered mail, return receipt requested, or on the day sent, in the event of an emailed Notice to Customer (Airespring does not accept emailed Notices). Any faxed notice must be followed up with a written notice which is either hand-delivered; mailed either certified or registered mail; or delivered by a reputable overnight carrier, as per the above. Such Notices shall be sent to the address or fax number of the Parties as set forth below:
AireSpring
AireSpring, Inc.
Attention: Director, Legal Affairs
6060 Sepulveda Boulevard
Suite 220
Van Nuys, California 91411
Fax: (818) 786 6637
Rate change notices may be delivered by AireSpring to Customer by email or facsimile and shall be deemed to be delivered when received by Customer.

11. Miscellaneous Provisions:

11.1. Entire Agreement: This Agreement, including the Terms, any underlying ASOs, any supplemental product terms and conditions, the AUPs, and state or federal tariffs filed by AireSpring, shall constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior statements, agreements, discussions, proposals, representations or warranties, whether written or oral, on this subject matter, and there are no representations or promises which are not expressly set forth herein. No statement, representation or warranty made by any agent or representative of AireSpring regarding the Services, facilities or equipment to be provided hereunder or the rates therefor shall be binding upon AireSpring unless expressly included herein.

11.2. Compliance With Law: In conjunction with the Agreement, each Party shall at all times comply with all applicable federal, state, and local statutes, ordinances, regulations and orders of any commission or other government body.

11.3. Obligations of Customer: Customer acknowledges that it is Customer's sole responsibility to supply immediate notice to AireSpring if Customer changes any of its contact information. If at any time Customer's name or billing information changes from that which is set forth below, Customer shall have five (5) days to inform AireSpring of such changes in accordance with the Notice provisions set forth in the Agreement.

11.4. Relationship of Parties: Neither the Agreement nor the provision of Service hereunder shall be deemed to create any joint venture, partnership or agency between AireSpring and Customer; the Parties are independent contractors and shall not be deemed to have any other relationship. Neither Party, nor any agent or representative of either Party, shall have, or hold itself out as having, the power or authority to bind or create liability for the other Party by its intentional or negligent act and no claimed act of authority shall have any binding effect.

11.5. Attorneys' Fees and Costs: In the event AireSpring seeks to enforce any of the terms or conditions of the Agreement, or protect any of its rights or privileges hereunder, either informally or through formal legal action, Customer shall be liable for all costs incurred by AireSpring as a result thereof, including but not limited to reasonable attorneys' fees and court costs (if applicable).

11.6. Amendment: Except as otherwise provided herein, the terms and conditions of this Agreement may not be modified or amended other than by a document that expressly states its intention to modify this Agreement, and such document is signed by hand in ink by both Parties.

11.7. Signature Authority: AireSpring shall not be bound by the terms of any ASO, or any supplemental document or agreement of any kind, unless signed by hand in ink by an Officer of AireSpring.

11.8. Survivability: The terms and conditions contained in the Agreement that, by their sense and context, are intended to survive the performances of the Parties shall survive the completion of those performances and the Agreement's termination. These include, without limitation, the making of payments due under the Agreement.

11.9. Governing Law, Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its principles of conflict of laws. Customer and Airespring both hereby irrevocably agree that any suit brought by either Party arising out of or relating to this Agreement shall be brought in the Superior Court of California, County of Los Angeles located in Van Nuys, California, and Customer and Airespring both hereby submit to the personal jurisdiction of such court. The Parties both hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either 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. THE PARTIES HEREBY EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY A PARTY AGAINST ATHE OTHER PARTY RELATING TO THIS AGREEMENT. In the event an action is brought or an attorney is retained by either Party to enforce the terms of this Agreement or to collect any moneys due hereunder, the prevailing Party will be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney's fees, court costs, reasonable costs of investigation and other related expenses incurred in connection therewith.

11.10. No Waiver: Neither AireSpring's nor the Customer's failure, at any time, to enforce any right or remedy of the Agreement will be interpreted as a waiver of such Party's right to enforce each and every provision of the Agreement in the future. No waiver of any provision of this Agreement, or any rights or obligations of either Party under this Agreement, shall be effective, except pursuant to a written instrument signed by the Parties waiving compliance, and any such waiver shall be effective only in that specific instance and for the specific purpose stated in such writing.

11.11. Severability: In the event any provision of this Agreement other than the provisions associated with the obligations to make payment for Services hereunder, as applied to either Party or to any circumstance, conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid, illegal or unenforceable by a court with jurisdiction over the Parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intention of the Parties in accordance with the applicable law, and the remainder of this Agreement shall remain in full force and effect. The illegality or unenforceability of any provision of this Agreement does not affect the legality or enforceability of any other provision or portion of this Agreement.

11.12. Assignment: AireSpring may assign in whole or in part its rights or duties under the Agreement without prior notice to Customer and upon such assignment AireSpring shall be released from all liability hereunder. Customer may assign the Agreement only with AireSpring'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.

11.13. Purchase Order: A Customer purchase order or similar document is evidence only of Customer's intention to purchase Services. Except for a properly signed, written provision specifically evidencing AireSpring's intent to be bound by the terms and conditions of a purchase order between Customer and AireSpring, the terms and conditions of a Customer purchase order or similar document will be disregarded and have no force or effect; instead, the terms and conditions of the Agreement between Customer and AireSpring will govern.

11.14. No Third-Party Beneficiaries: Except to the extent explicitly provided, this Agreement and any ASO(s) is being executed for the sole and exclusive benefit of AireSpring and Customer and is not for the benefit of any third parties. The execution of the Agreement and any ASO(s) shall not create any obligations or confirm any rights on any person or entity other than the Parties hereto.

11.15. Interpretation: Neither this Agreement nor any ASO may be construed or interpreted for or against AireSpring because AireSpring drafted any of its provisions.

11.16. Headings: Headings contained herein are provided for reference and convenience only. Headings do not affect or limit the interpretation, contents or terms of this Agreement.

11.17. Execution in Counterparts and by Facsimile: The Parties hereby acknowledge that any ASO may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. The Parties intend that any counterpart copy signed and exchanged (including signed counterparts exchanged via facsimile or email) shall be fully binding as an original handwritten executed copy and all such copies together shall constitute one instrument.