Nexos, The Ultimate VoIP Solution.

Agreement

This agreement ("Agreement") is between IPdigital ("we," "us" or "IPdigital.") and the user ("you, "user" or "Customer") of IPdigital Enhanced communications services ("Service"). This Agreement governs both the Service and any devices, such as an IP phone, Analog Telephone Adapter, Media Terminal Adapter 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 of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms.

1. SERVICE

a. Term

Service is offered for a term, which begins on the date that IPdigital, activates your Service and ends on the day before the same date in the following term agreed. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give IPdigital. Written notice of non-renewal at least [10] days before the end of the monthly term in which the notice is given. You are purchasing the Service for agreed terms, meaning that if you attempt to terminate Service prior to the end of the agreed term, you will be responsible for the full terms charges to the end of the then-current agreed term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable.

2. Use of Service and Device:

The Service and Device are provided to you as a normal business user. This means that you are not using them for any nonstandard high volume activities, Tele-commuting, Tele-marketing, Fax broadcast or any other activity that would not be consistent with normal business 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, without express written permission from IPdigital in advance. You agree that your use of the Service and/or Device for any high volume usage will obligate you to pay IPdigital Current rates for telemarketing service on account of all periods, including past periods, in which you use, the Service for such purposes.

3. Lawful Use of Service and Device

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 illegal, harmful, threatening, abusive, harassing, defamatory, obscene, sexually explicit, profane, racially or ethnically disparaging remarks or otherwise objectionable material of any kind, including but not limited to any material that 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. 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. IPdigital reserves the right to terminate your service immediately and without advance notice if you violate the above restrictions, leaving you responsible for the full terms 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.

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. Power disruptions or failures will also prevent dialing to emergency service numbers including 911.

5. Unauthorized Usage of Device, Firmware or Software

You acknowledge that you are not given any license to use the firmware or software embedded in the Device, 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 IPdigital, which IPdigital, 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.

6. 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 IPdigital, in each instance. IPdigital, 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.

7. Theft of Service

You agree to notify IPdigital, immediately, in writing or by calling the IPdigital, customer support line, if the Device is stolen or if you become aware at any time that you're 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 stolen or fraudulently use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you.

8. Return of Device

The Device may be returned to IPdigital, within fourteen (14) days of the line activation providing:(i) Customer retained proof of purchase and original packaging and (ii) contents are undamaged and in original condition and iii) and all documentation and packaging materials are returned. If Customer receives cartons and/or devices that are visibly damaged, please note the damage on the carrier's freight bill or receipt and keep a copy. Keep the original carton, all packing materials and parts intact and contact IPdigital customer care department immediately. Warranty coverage varies depending on the type of Device that Customer chooses. Please refer to the IPdigital warranty materials included in the packaging of your Device(s).

Warranty coverage varies depending on the type of Device that Customer chooses. Please refer to the IPdigital warranty materials included in the packaging of your Device(s).

9. Number Transfer on Service Termination

IPdigital will arrange for the transfer the telephone number used in connection with the Service provisioned by the Company to you upon your termination of the Service, provided (i) your account has been terminated and (ii) your IPdigital account is completely current including payment for all charges and disconnect fees and (iii) you request the transfer upon terminating your account.

10. EMERGENCY SEVICES - 911 DIALING

(A). Non-Availability of Traditional 911 or E911 Dialing Service:

You acknowledge that we have told you that IPdigital does NOT support traditional 911, E911 or any other form of quick dial access to emergency services. The Company does offer a limited 911-type service as described in Section 2.b below, but you acknowledge and understand that 911-type dialing is NOT AVILABLE ON THE IPdigital, INC. NETWORK.

(B). Description of 911-Type Dialing Capabilities

The Company does offer a 911-type dialing service that is different in a number of important ways from traditional 911 services. You acknowledge and understand that 911-type Dialing is NOT AVILABLE. You acknowledge and understand that you cannot dial 911 from this Line. You acknowledge and understand that when you dial 911 from your IPdigital, Inc. equipment it WILL NOT FUNCTION OR CONNECT YOU TO ANY EMERGANCY SERVICE PROVIDER SUCH AS POLICE, AMBULANCE OR FIRE STATION.

11. Service Outage:

(A) Power Outage

You acknowledge and understand that 911 Dialing or any other Dialing does not function in the event of a power failure. Should there be an interruption in the power supply, the Service and Dialing 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.

(B) Broadband Service Outage

You acknowledge that service outages by your broadband provider will prevent ALL calls...

You acknowledge that service outages due to suspension of your account as a result of billing issues will prevent ALL calls, including 911 Dialing.

(D) Other Service Outages

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

12. Limitation of Liability

(A). YOU ACKNOWLEDGE AND UNDERSTAND THAT THE COMPANY'S LIABILITY IS LIMITED FOR ANY SERVICE OUTAGE AND/OR INABILITY ON YOUR PART TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL, AS SET FORTH IN THIS DOCUMENT. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD IPdigital, INC., ITS AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, HARMLESS FROM CLAIMS OR DAMAGES BY, OR IN THE RIGHT OF, CUSTOMER RELATING TO THIS AGREEMENT, THE SERVICES, INCLUDING 911 DIALING, OR THE DEVICE.

(B). WITH RESPECT TO CLAIMS OR SUITS BY CUSTOMER, OR ANY OTHERS, FOR DAMAGES RELATING TO OR ARISING OUT OF ACT OF OMISSIONS UNDER THIS AGREEMENT AND/OR SERVICES PROVIDED HEREUNDER, IPdigital's LIABILITY FOR SERVICE INERRUPTIONS OR SERVICE PROBLEMS, IF ANY, SHALL BE LIMITED TO CREDIT ALLOWANCES AS EXPRESSLY PROVIDED IN APPLICABLE TARIFFS OR MRC AS SET FORTH IN THE CUSTOMER SERVICE AGREEMENT.

(C). IPdigital SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM:(1) THE DELIVERY, INSTALLATION, MAINTENANCE, OPERATION, USE OR MISUSE OF AN ACCOUNT, EQUIPMENT, OR SERVICE; (2) ANY ACT OR OMISSION OF CUSTOMER, OR ITS END-USERS OR AGENTS. OR ANY OTHER ENTITY FURNISHINGS EQUIPMENT, PRODUCTS OR SERVICES TO CUSTOMER; OR (3) ANY PERSONAL OR PROPERTY DAMAGES DUE TO LOSS OF STORED. TRANSMITTED OR RECORDED DATA RESULTING FROM THE SERVICE OR THE PROPERTY DAMAGE TO CUSTOMER'S PREMISES IS CAUSED DUE TO IPdigital'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVIDED, HOWEVER. IN NO EVENT SHALL IPdigitalLIABILITY FOR DIRECT DAMAGES BE GREATER THAN THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO IPdigitalDURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED.

(D). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, WETHER OR NOT FORESEEABLE, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR THE LOSS OF DATA, GOOGWILL OR PROFITS, SAVINGS OR REVENUE, OR HARM TO BUSINESS, WETHER UNDER CONTRACT, TORT (INCUDING NEGLIGENCE), STRICTLIABILITY OR CAUSE WHATSOEVER.

13. CHANGES TO THIS AGREEMENT

IPdigital may change the terms of the Agreement from time to time on fourteen [14] days advance notice to you. We may give you notice either by-

- posting to the "Service Announcements" section of our Web Site, or

- electronic mail directed to the e-mail address you gave us when you signed up for the Service, or to your current e-mail address if you have notified us that your e-mail address has changed. You are responsible for notifying us of any changes in your email address by e-mailing us at customercare@IPdigital.net. And we may continue to use your previous e-mail address unless and until we have received your notice of address change.

14. CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

a. Billing

You must give us a valid credit card number when the Service is activated. If the card expires, or you're billing address changes, or the card is cancelled and replaced owing to loss or theft, you must advise IPdigital 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. IPdigital reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50.

b. Billing Disputes

You must notify IPdigital in writing within 7 days after receiving your credit card statement if you dispute any IPdigital charges on that statement.

c. Payment

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

d. Termination/Discontinuance of Service

IPdigital reserves the right to discontinue providing the Service generally, or to terminate your Service, at any time in its sole discretion. If IPdigital 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 (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.

15. Taxes

Any applicable sales, use, excise, public utility or other taxes, fees or charges imposed on IPdigital as a result of providing the Service or a Device will be billed to your account when imposed upon IPdigital If Customer is exempt from payment of such taxes, it will provide IPdigital with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date IPdigital receives the Tax Exempt Document.

16. Disconnect Fee

You will be charged a disconnect fee of $15.00 per line upon any termination of your Service (except when termination results from IPdigital discontinuing the Service generally or terminating your Service in its discretion without a stated reason). The disconnect fee will billed directly to your credit card.

17. Indemnification

Customer agrees to defend, indemnify, and hold IPdigital its affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, harmless from claims or damages by, or in the right of, Customer relating to this Agreement, the Services, including 911 Dialing, or the Device. This paragraph shall survive termination of this agreement.

18. No Warranties on Service

IPdigital 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. Neither IPdigital nor its vendors will be liable for unauthorized access to IPdigital 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 IPdigital, or its vendors' negligence. Statements and descriptions concerning the Service, if any, by IPdigital or IPdigital agents or installers are informational and are not given as a warranty of any kind.

19. No Warranties, or Limited Warranties, for Devices

If Customer purchased the Device new from IPdigital 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 IPdigital at the time of purchase, Customer agrees that it accepts its Unit "as is" and that Customer is not entitled to replacement or refund in the event of any defect.

20. RESOLUTION OF DISPUTES

a. Mandatory Arbitration

Any dispute or claim between Customer and IPdigital 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. 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. The arbitrator shall have no authority to award punitive damages. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.

21. Privacy and Notices

a. Privacy

IP telephony utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. IPdigital is not liable for any lack of privacy, which may be experienced with regard to the Service. Please refer to our Privacy Policy at www.IPdigital.com for additional information.

22. Notices

Notices to Customer shall be sent to the email address on file for Customer at IPdigital and will be considered given on the date sent by IPdigital.

REV. 09-08-2005