Ninetel Telecommunications - SERVICE AGREEMENT

This agreement ("Agreement") is between NiNetel,Inc. ("we," "us" or "NiNetel") and the user ("you," "user" or "Customer") of NiNetel's enhanced Small Business communications services or enhanced Residential communications services and any related products or services ("Service"). This Agreement governs both the Service and any devices, such as an IP phone, Multimedia Terminal Adapter, Analog Telephone Adapter, Cisco ATA - 186 or any other IP connection device ("Device"), used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understood, and you agree, to the terms and conditions of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms.

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

1.2.1 Residential Use of Service and Device

If you have subscribed to NiNetel's Residential services, the Service and Device are provided to you as a residential user, for your personal, residential, non-business and non-professional use. This means that you are not using them for any commercial or governmental activities, profit- making or non-profit, including but not limited to home office, business, sales, tele-commuting, tele-marketing, autodialing, continuous or extensive call forwarding, fax broadcast, fax blasting or any other activity that would be inconsistent with normal residential usage patterns. This also means that you are not to resell or transfer the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without express written permission from NiNetel in advance. You agree that your use of the Service and/or Device, or the use of the Service and/or Device provided to you by any other person for any commercial or governmental purpose will obligate you to pay NiNetel's higher rates for commercial service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes. NiNetel reserves the right to immediately terminate or modify the Service, if NiNetel determines, in its sole discretion, that Customer’s Service is being used for non-residential or commercial use.

1.2.2 Small Business Use of Service and Device – Prohibition on Resale

If you have subscribed to NiNetel's Small Business services, the Service and Device are provided to you as a small business user. This means that you are not to resell or transfer the service or device to any other person for any purpose, without express written permission from NiNetel in advance. You agree that the NiNetel Small Business Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting. NiNetel reserves the right to immediately terminate or modify the Service, if NiNetel determines, in its sole discretion, that Customer’s Service is being used for any of the aforementioned activities.

1.3 Lawful Use of Service and Device

1.3.1 Prohibited Uses:

You agree to use the Service and Device only for lawful purposes. This means that you agree not to use them for transmitting or receiving any communication or material of any kind when in NiNetel's sole judgment the transmission, receipt or possession of such communication or material (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. NiNetel reserves the right to terminate your service immediately and without advance notice if NiNetel, in its sole discretion, believes that you have violated the above restrictions, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable. You are liable for any and all use of the Service and/or Device by any person making use of the Service or Device provided to you and agree to indemnify and hold harmless NiNetel against any and all liability for any such use that fails to comply with this Section 1.3.1. If NiNetel, in its sole discretion believes that you have violated the above restrictions, NiNetel may forward the objectionable material, as well as your communications with NiNetel and your personally identifiable information to the appropriate authorities for investigation and prosecution.

1.3.2 Use of Service and Device by Customers Outside the United States:

If you remove the Device to a country other than the United States and use the Service from there, you do so at your own risk, including the risk that such activity violates local laws in the country where you do so. . You are liable for any and all use of the Service and/or Device by any person making use of the Service or Device provided to you. 1.4 Loss of Service Due to Power Failure You acknowledge and understand that the Service does not function in the event of power failure. Should there be an interruption in the power supply, the Service will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Service.

1.4 Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

The Service and Device and any firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on NiNetel’s website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of NiNetel are and shall remain the exclusive property of NiNetel and nothing in this Agreement shall grant you the right to right or license to use such marks. You acknowledge that you are not given any license to use the firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and that the Device is exclusively for use in connection with the Service. If you decide to use the Service through an interface device not provided by NiNetel, which NiNetel reserves the right to prohibit in particular cases or generally, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless NiNetel against any and all liability arising out of your use of such interface device with the Service.

1.5 Tampering with the Device

You agree not to change the electronic serial number or equipment identifier of the Device, or to perform a factory reset of the Device, without express permission from NiNetel in each instance. NiNetel reserves the right to terminate your Service should you tamper with the Device, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable.

1.6 Theft of Service

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

1.7 Number Transfer on Service Termination

NiNetel may, solely at the Company’s discretion, release the telephone number that was ported in to NiNetel by you and used in connection with your Service provisioned by NiNetel to your new service provider, if such new service provider is able to accept such number, upon your termination of the Service, and provided (i) your account has been terminated; and (ii) your NiNetel account is completely current including payment for all charges and disconnect fees; and (iii) you request the transfer upon terminating your account.

1.8 Service Distinctions

You acknowledge and understand that the Service is not a telephone service. Important distinctions exist between telephone service and the enhanced Service offering provided by NiNetel. The Service is subject to different regulatory treatment than phone service. This treatment may limit or otherwise affect your rights of redress before Federal and State telecommunications regulatory agencies.

2. EMERGENCY SERVICES - 911 DIALING

2.1 Ninetel 911 Disclosure Agreement.

Ninetel 911 service is different from traditional 911, but it is a safe and reliable means of emergency dialing that may differ depending on where you are located when using your Ninetel service.

Most of our customers have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when you dial 911 your Ninetel telephone number and registered address is sent to the local emergency center serving your location, and emergency operators have access to this information in order to send help and call you back if necessary. With basic 911 or limited E911 service, when you dial 911, local emergency operators answering the call may not see your Ninetel telephone number or your registered address because the emergency center may not be equipped to receive, capture or retain your Ninetel telephone number and registered address, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is dropped or disconnected, or if you are unable to speak. As additional local emergency centers become capable of receiving our customers' information, we will automatically upgrade customers with basic 911 to E911 service. We will not notify you of the upgrade.

Certain customers do not have access to either basic 911 or E911. If you don't have access to basic 911 or E911, your 911 call will be sent to the Ninetel national emergency call center. A trained agent at the emergency
call center will ask for your name, telephone number, and location, and then transfer you to the local emergency center nearest to your location. Your 911 call will also be sent to the Ninetel national emergency call center if
there is a problem validating the registered address provided by you, you are located in an area that is not covered by the land line 911 network or you use a Wi-Fi, Ninetel IP-Phone, softphone or some other portable device.

For each phone line you must provide a registered address where you will be using our service at the time you subscribe. Additionally, if you move your device to another location, you must update your address. If you do not update your location, your 911 calls may be sent to an emergency center near your old address. For purposes of 911 dialing, you may register only one location at a time for each phone line. Regardless of what address you register for a portable device (e.g., WiFi, Ninetel IP-Phone, or SoftPhone), emergency calls you make from these devices will be routed to the Ninetel national emergency call center.

Please remember that our 911 Dialing service will not function in the event of a broadband or power outage or if your broadband, Internet Service Provider (ISP), or Ninetel phone service is terminated.

Outage: 2.2.1 Power Outage

You acknowledge and understand this service does not function in the event of a power failure. Should there be an interruption in the power supply, will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Service or dialing.

2.2.2 Broadband Service Outage

You acknowledge and understand that service outages by your broadband provider will prevent ALL Service dialing.

2.2.3 Service Outage Due to Suspension of Your Account

You acknowledge and understand that service outages due to suspension of your account as a result of billing issues will prevent ALL Services.

2.2.4 Other Service Outages

You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.

2.2.5 Limitation of Liability and Indemnification

You acknowledge and understand that the Company's liability is limited for any Service outage and/or inability to dial from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless NiNetel, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer’s Service relating to the absence, failure or outage of the Service.

2.6 Requires Re-Activation if You Change Your Number:

You acknowledge and understand the dialing does not function if you change your phone number unless and until you have successfully activated the dialing feature following the instructions from NiNetel or on your dashboard, and until such later date that such activation has been confirmed to you through a confirming email.

2.7 Change of Physical Location of NiNetel Equipment:

You acknowledge and understand the service dialing does not function properly or may not function at all if you take your equipment with you away from the address or physical location that you have designated.

2.8 Requires Re-Activation if You Move:

You acknowledge and understand the service dialing does not function properly or at all if you move or change the physical location of your NiNetel equipment to a different street address, unless and until you have successfully activated. 2.9 Possibility of Network Congestion and/or Reduced Speed for Routing : Due to the manner in which it is technically possible to provide the dialing feature for NiNetel Digital Voice at this time, you acknowledge and understand that there is a greater possibility of network congestion and/or reduced speed in the routing of any communication made utilizing your NiNetel equipment as compared to traditional dialing over traditional public telephone networks.

2.9 Automated Number Identification:

NiNetel’s system is configured in most instances to send the automated number identification information; however, the phone system routes the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and they are not yet always technically capable of doing so. You acknowledge and understand that PSAP and emergency personnel may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

2.10 Automated Location Identification:

At this time in the technical development of NiNetel 911 Dialing, it is not possible to transmit identification of the address that you have listed to the Public Safety Answering Point (PSAP) and local emergency personnel for your area when you dial 911. You acknowledge and understand that you will need to state the nature of your emergency promptly and clearly, including your location, as PSAP personnel will NOT have this information. You acknowledge and understand that PSAP and emergency personnel will not be able to find your location if the call is unable to be completed, is dropped or disconnected, if you are unable to speak to tell them your location and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

2.11 Alternative 911 Arrangements

You acknowledge that NiNetel does not offer primary line or lifeline services. You should always have an alternative means of accessing traditional E911 services.

3. CHANGES TO THIS AGREEMENT

NiNetel may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted. Agreement posted supersedes all previously agreed to electronic and written Terms of Service.

4. CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

You must give us a valid credit card number when the Service is activated. If the card expires, you close your account or your billing address changes, or the card is cancelled and replaced owing to loss or theft, you must advise NiNetel at once. We will bill all charges monthly to your credit card, including but not limited to: activation fees, monthly Service fees, international usage charges, advanced feature charges, equipment purchases and shipping and handling charges. NiNetel reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50.

4.2 Billing Disputes

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

Customer Care Billing Department NiNetel Inc 168 SE 1St Street Suite 603 MIAMI – FL - 33131 or billing@ninetelusa.com

NiNetel only accepts payments by credit card. Your initial use of the Service authorizes NiNetel to charge the credit card account number on file with NiNetel, including any changed information given NiNetel if the card expires or is replaced, for NiNetel charges that accrue during the billing cycle. This authorization will remain valid until 30 days after NiNetel receives your written notice terminating NiNetel's authority to charge your credit card. NiNetel may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with NiNetel is declined or reversed or in case of any other non-payment of account charges. Termination of Service for declined card, reversed charges or non-payment leaves you FULLY LIABLE to NiNetel for ALL CHARGES ACCRUED BEFORE TERMINATION and for charges incurred by NiNetel owing to your non-payment, such as (but not limited to) collection costs and attorney's fees.

4.4 Termination/Discontinuance of Service

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

Customer is responsible for, and shall pay any applicable federal, state, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of Customer’s subscription or use or payment for the Service or a Device. Such amounts are in addition to payment for the Service or Devices and will be billed to your account. If Customer is exempt from payment of such taxes, it will provide NiNetel with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date NiNetel receives the Tax Exempt Document.

Customer will be charged a disconnect fee of $39.99 per voice line upon termination of Service for any reason or for convenience by Customer. The disconnect fee becomes due and payable immediately upon termination and will billed directly to Customer’s credit card. If Customer has multiple lines, Customer will be charged a disconnect fee of $39.99 per line for each line disconnected. To receive a credit for the disconnect fee, Customer must: return the Device(s) within fourteen (14) days of termination and. NiNetel will not credit Customer if the Device(s) is damaged or not in its original condition as received by the Customer. In the event Customer disconnects multiple lines, NiNetel will issue Customer a credit for all disconnect fees upon receipt of all Devices (e.g., Multimedia Terminal Adapters, etc.) in accordance with this Section.

4.7 Money Back Guarantee

NiNetel offers a 14-day money back guarantee, applicable to one primary line per account, not additional or secondary lines. Under terms of the Money-Back Guarantee, NiNetel refunds the activation fee, first month of service, shipping charges and waives the disconnect fee. NiNetel reserves the right to terminate or revoke the Money-Back Guarantee at any time, without prior notice.

User must cancel service within 14 days of the account activation. Equipment must be returned within 14 days. Usage must not exceed 250 minutes within the first 14 days of service. User is responsible for any charges for overage, international traffic or directory assistance. . Accounts exceeding 250 minutes of usage are not eligible for refund.

All returned equipment must be in the original packaging with the UPC or bar code intact. All components, manuals and registration card(s) must be included. Equipment must be returned with a valid return authorization number obtained from NiNetel Customer Care. User is responsible for return shipping of equipment. The money back guarantee will not be honored if user fails to meet all above requirements.

To obtain a return authorization number, user must contact billing@ninetelusa.com

5. WARRANTY and LIABILITY LIMITATIONS / INDEMNIFICATION

5.1 Limitation of Liability

NiNetel shall not be liable for any delay or failure to provide the Service, including 911 dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:

1.) act or omission of an underlying carrier, service provider, vendor or other third party;
2.) equipment, network or facility failure;
3.) equipment, network or facility upgrade or modification;
4.) force majored events such as (but not limited to) acts of god; strikes; fire; war; riot; government actions;
5.) equipment, network or facility shortage;
6.) equipment or facility relocation;
7.) service, equipment, network or facility failure caused by the loss of power to Customer; or
8.) any other cause that is beyond NiNetel's control, including without limitation the failure of an incoming or outgoing communications, the inability of communications to be connected or completed , including 911 dialing, or degradation of voice quality. NiNetel's liability for any failure or mistake shall in no event exceed Service charges with respect to the affected time period.

5.2 No Consequential Damages

In no event shall NiNetel, its officers, directors, employees, affiliates or agents or any other service provider who furnishes services to Customer in connection with this Agreement or the Service be liable for any incidental, indirect, special, punitive, exemplary or consequential damages, or for any damages, including but not limited to loss of data, loss of revenue or profits, or arising out of or in connection with the use or inability to use the Service, including inability to be able to dial 911 or to access emergency service personnel through the Service. The limitations set forth herein apply to claims founded in breach of contract, breach of warranty, products liability, tort and any and all other theories of liability and apply whether or not NiNetel was informed of the likelihood of any particular type of damages.

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

5.4 No Warranties on Service

NiNetel makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability or fitness of the Service or the Device for a particular purpose. NiNetel does not warrant that the Service will be without Service failure, delay, interruption, error, degradation of voice quality or loss of content, data or information. Neither NiNetel nor its officers, directors, employees, affiliates or agents or any other service provider or vendor who furnishes services or products to Customer in connection with this Agreement or the Service will be liable for unauthorized access to NiNetel's or Customer's transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, Customer's data files, programs, procedures or information through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of NiNetel's or its service provider’s or vendors' negligence. Statements and descriptions concerning the Service or Device, if any, by NiNetel or NiNetel's agents or installers are informational and are not given as a warranty of any kind.

5.5 No Warranties, or Limited Warranties, for Devices

If Customer purchased the Device new from NiNetel and the Device included a limited warranty at the time of purchase, Customer must refer to the separate limited warranty document for information on the limitation and disclaimer of certain warranties. If Customer's Device did not include a limited warranty from NiNetel at the time of purchase, Customer agrees that it accepts its Device "as is" and that Customer is not entitled to replacement or refund in the event of any defect.

5.6 No Third Party Beneficiaries

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

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

6. GOVERNING LAW / RESOLUTION OF DISPUTES

6.1 Mandatory Arbitration

Any dispute or claim between Customer and NiNetel arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join a punitive or certified class action to arbitration or seek to consolidate or bring previously consolidated claims in arbitration. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.

The Agreement and the relationship between you and NiNetel shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and NiNetel agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Florida. The failure of NiNetel to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.