This agreement ("Agreement") is between US Internet, Inc. ("USI") and an end user ("End User") of the USI Ravon Service ("Ravon"). End User agrees that all USI services or products ("Services") provided by USI to End User pursuant to a Ravon Services Order Worksheet (“Order Form”) executed by End User shall be governed by the terms and conditions herein. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between End User and USI by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE; and (3) LIMITING USI's LIABILITY UNDER THE AGREEMENT. The person executing this document acknowledges that he or she is of legal age and possesses legal authority to enter into this Agreement.

1. TERMS AND CONDITIONS. The terms and conditions stated herein supersede and replace any and all terms and conditions inserted in any documents issued by End User, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY END USER AT ANY TIME AND NOT APPROVED BY USI ARE HEREBY DEEMED INEFFECTIVE, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON USI. No amendment to this contract or waiver of any of these terms and conditions shall be binding on USI unless made in writing and signed by an officer of USI.

2. TERM. The term of this Agreement ("Term") begins on the date that End User purchases Services and continues for the duration of the service period as defined by the service plan ("Plan") that is selected by End User on the Order Form completed by End User. At the end of the current Term, the Term is automatically renewed unless End User provides USI, 30 days prior to the end of the current Term, notification of intention to cancel the service. End User agrees to pay for Services for the duration of the Term. Expiration of the Term does not forgive or relieve End User of responsibility for paying all unpaid, accrued charges due hereunder. If End User transfers or ports their phone number to a service provider other than USI, End User must contact USI to cancel the Services provided to End User by USI. If End User cancels the service before the end of the current Term, Disconnection fees set forth below will apply.

3. SERVICE LEVEL – USI endeavors to have the End User’s Services available ninety-nine and nine-tenths percent (99.9%) of the time (“Uptime”). For the purposes hereof Services will be deemed available in compliance with the Uptime if Services can be utilized by the End User during some portion of a day, even if Services may not be simultaneously available in all locations to all End Users. USI shall not be responsible if Services fall below Uptime standards due to failures on the part of End User’s equipment.

4. 911 & SERVICE LIMITATIONS. The Federal Communications Commission (FCC) and the Canadian Radio-television and Telecommunications Commission (CRTC) require that USI provide E911 Service to all End Users who use USI services within the United States and Canada. Sections 3a)-3 g) hereof apply to all End Users who use USI services within those countries. Section 3 h) applies to all End Users.

   1. 911 ACKNOWLEDGEMENT AND WARNING LABELS. END USER ACKNOWLEDGES THAT USI'S EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL WIRELINE 911 SERVICES WORK. THE DIFFERENCES ARE DETAILED IN THIS SECTION 3 AND END USER AGREES TO NOTIFY ANY POTENTIAL USER OF THE SERVICES, WHO MAY PLACE CALLS USING END USER'S SERVICES, OF THE 911 LIMITATIONS DESCRIBED HEREIN. USI WILL PROVIDE END USER WITH WARNING LABELS REGARDING THE LIMITATIONS OR UNAVAILABILITY OF 911 EMERGENCY DIALING. END USER AGREES TO PLACE A LABEL ON AND/OR NEAR EACH TELEPHONE OR OTHER END USER PREMISE EQUIPMENT ON WHICH THE SERVICES MAY BE UTILIZED. IF ADDITIONAL LABELS ARE REQUIRED, END USER MAY REQUEST THEM FROM USI. USI WILL PROVIDE END USER WITH ADVISORY NOTICES REGARDING 911 EMERGENCY DIALING AND REQUEST ACKNOWLEDGMENTS FROM END USER. END USER AGREES TO RESPOND AND AFFIRMATIVELY ACKNOWLEDGE THAT USI HAS ADVISED END USER OF THE CIRCUMSTANCES UNDER WHICH USI E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. USI ADVISES END USER TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.
   2. ELECTRICAL POWER. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER.
   3. INTERNET ACCESS. END USER ACKNOWLEDGES THAT THE SERVICES WILL NOT FUNCTION IF THERE IS AN INTERRUPTION OF OR IMPAIRMENT TO END USER'S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.
   4. NON-VOICE SYSTEMS. END USER ACKNOWLEDGES THAT THE SERVICES ARE NOT SET UP TO FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS. END USER HAS NO CLAIM AGAINST USI FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.
   5. RAVON E911 SERVICE IS A MANDATORY COMPONENT OF ALL INBOUND/OUTBOUND FAX AND VOICE SERVICE PLANS. E911 SERVICE IS NOT OFFERED ON TOLL-FREE NUMBERS OR SIMILAR SERVICE ACCESSORIES OR ADD-ON PLANS. E911 SERVICE IS ONLY AVAILABLE IN SELECTED AREAS. END USERS WHO SUBSCRIBE TO RAVON E911 SERVICE WILL BE REQUIRED TO REGISTER THE PHYSICAL LOCATION OF THEIR EQUIPMENT WITH USI, EITHER ON THE USINTERNET.COM WEBSITE OR BY CALLING CUSTOMER SERVICE, AND AGREE TO UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. END USER ACKNOWLEDGES THAT USI'S ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR THE ACCOUNT. END USER ACKNOWLEDGES AND UNDERSTANDS THAT ANY ENHANCED LOCATION INFORMATION PASSED TO AN EMERGENCY OPERATOR BY USI WILL BE BASED UPON THE PHYSICAL LOCATION PROVIDED TO USI BY END USER. IN THE EVENT THAT THE PHYSICAL LOCATION HAS NOT BEEN UPDATED OR IS NOT COMPLETE, USI MAY ATTEMPT TO ROUTE A 911 CALL BASED UPON THE BILL-TO OR SHIP-TO ADDRESSES ASSOCIATED WITH THE END USER'S ACCOUNT OR INITIAL ORDER.
   6. END USERS WHO ARE REQUIRED TO SUBSCRIBE TO RAVON E911 SERVICE WILL BE SUBJECT TO A MONTHLY E911 SERVICE CHARGE. THE MONTHLY E911 SERVICE FEE SHALL BE IN ADDITION TO THE APPLICABLE RESIDENTIAL OR BUSINESS PLAN CHARGES FOR THE ASSOCIATED LINE. THE MONTHLY CHARGE FOR RAVON E911 SERVICE IS ASSESSED ON A PER PHONE NUMBER BASIS, AND WILL BE SET AT A LEVEL THAT REIMBURSES USI FOR THE DIRECT COSTS IT INCURS IN PROVIDING RAVON E911 SERVICE, INCLUDING EXPENSES USI INCURS, EITHER DIRECTLY OR INDIRECTLY, IN THE FORM OF STATE, COUNTY OR MUNICIPAL E911 SURCHARGES, E911 AUTOMATIC LOCATION INFORMATION (ALI) DATABASE STORAGE, LINE INFORMATION DATABASE AND CALLER ID (LIDB/CNAM) EXPENSES, AND ANY OTHER TAXES OR SURCHARGES DIRECTLY OR INDIRECTLY ASSOCIATED WITH THE PROVISION OF SERVICES TO END USERS SUBSCRIBING TO THIS SERVICE. USI RESERVES THE RIGHT TO ADJUST THE LEVEL OF CHARGES ASSOCIATED WITH THE PROVISION OF E911 SERVICES TO REFLECT INCREASES OR DECREASES IN THE COSTS IT INCURS. (SEE SECTION 12 REGARDING CHANGES TO THE AGREEMENT, SERVICES OR PLAN).
   7. END USER ALSO ACKNOWLEDGES THAT RAVON E911 SERVICE HAS CERTAIN CHARACTERISTICS THAT DISTINGUISH IT FROM TRADITIONAL, CIRCUIT-SWITCHED 911 SERVICE. THESE CHARACTERISTICS MAY MAKE RAVON E911 SERVICES UNSUITABLE FOR SOME END USERS. BECAUSE END USER CIRCUMSTANCES VARY WIDELY, END USERS SHOULD CAREFULLY EVALUATE THEIR OWN CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON RAVON E911 SERVICE. END USER ACKNOWLEDGES THAT IT IS END USER'S RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET END USER'S EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS). THE FOLLOWING CHARACTERISTICS DISTINGUISH RAVON E911 SERVICE FROM TRADITIONAL, LEGACY, CIRCUIT-SWITCHED 911 SERVICE:
      

      1. ** RAVON E911 SERVICE WILL NOT FUNCTION IF END USER'S ATA OR PHONE FAILS OR IS NOT CONFIGURED CORRECTLY OR IF END USER'S RAVON SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ELECTRICAL POWER OUTAGE, BROADBAND SERVICE OUTAGE OR IMPAIRMENT, OR SUSPENSION OR DISCONNECTION OF SERVICE BECAUSE OF BILLING OR OTHER ISSUES. IF THERE IS A POWER OUTAGE, END USER MAY BE REQUIRED TO RESET OR RECONFIGURE THE EQUIPMENT BEFORE BEING ABLE TO USE THE RAVON SERVICE, INCLUDING FOR E911 PURPOSES.

      2. ** AFTER INITIAL ACTIVATION OF THE E911 SERVICE, AND FOLLOWING ANY CHANGE OF AND UPDATE TO END USER'S PHYSICAL LOCATION, THERE MAY BE SOME DELAY BEFORE THE AUTOMATIC NUMBER AND LOCATION INFORMATION IS PASSED TO THE LOCAL EMERGENCY SERVICE OPERATOR. THIS INFORMATION IS TYPICALLY POPULATED INTO OUR NOMADIC E911 DATABASES PRIOR TO SERVICE ACTIVATION, BUT NO GUARANTEE CAN BE MADE THAT THE AUTOMATIC NUMBER AND LOCATION INFORMATION WILL BE ACTIVATED WITHIN THIS SCHEDULE.

      3. ** THE LOCAL EMERGENCY SERVICE OPERATOR RECEIVING RAVON E911 EMERGENCY SERVICE CALLS MAY NOT HAVE A SYSTEM CONFIGURED FOR E911 SERVICES OR BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OR LOCATION INFORMATION. THIS MEANS THAT THE OPERATOR MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE RAVON E911 CALL. DUE TO TECHNICAL FACTORS IN NETWORK DESIGN, AND IN THE EVENT OF NETWORK CONGESTION ON THE USI NETWORK, THERE IS A POSSIBILITY THAT A RAVON E911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER THAN 911 CALLS PLACED VIA TRADITIONAL, CIRCUIT-SWITCHED TELEPHONE NETWORKS.

      4. ** IF END USER DOES NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE THE USI EQUIPMENT WILL BE LOCATED AT THE TIME OF ACTIVATION OF THE SERVICE, RAVON E911 COMMUNICATIONS MAY NOT BE DIRECTED TO THE CORRECT LOCAL EMERGENCY OPERATOR.

5. END USER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT USI WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING RAVON OR TO ACCESS AN EMERGENCY SERVICE OPERATOR DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS AGREEMENT. END USER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS USI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO END USER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, END USER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.

6. EQUIPMENT.

   1. PURCHASED EQUIPMENT. To provide the Services, USI may provide Equipment for purchase by End User. All Equipment shipments are F.O.B. USI's facility. USI's liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to End User upon delivery to carrier. End User will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Service. End User shall be required to obtain authorization from USI to return any Equipment. USI will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. USI will not cover replacement for lost, stolen or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by USI, and End User will be responsible to pay return shipping charges.
   2. Leased or rented Equipment. To provide the Services, USI may provide Equipment for lease or rent by End User. All Equipment shipments are F.O.B. USI's facility. USI's liability for delivery shall cease, and all risk of loss or damage shall pass to End User upon delivery to carrier. End User will be provided a twelve (12) month manufacturer's warranty from the date of purchase of Equipment or Service. End User shall be required to obtain authorization from USI to return any Equipment. USI will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. USI will not cover replacement for lost, stolen or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by USI, and End User will be responsible to pay return shipping charges. Title to any Modem provided by USI shall at all times remain in USI and End User agrees to return, replace or pay for such Modem at its original price, without deduction or credit for any amount of rent paid to USI therefor, in the event that any Equipment is damaged, destroyed, or not returned to USI promptly upon the termination of Service. User hereby authorizes USI to charge the original cost of such Modem to the credit card account provided by user to USI pursuant hereto.
7. BILLING, CHARGES AND PAYMENT.
   
   1. PAYMENT. Upon purchase of the Service, End User must provide USI with a valid credit card number from an issuer that is accepted by USI. End User authorizes USI to charge the credit card number provided by End User ("Credit Card") for all charges arising from End User's use of the Services. End User agrees to notify USI of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. USI shall not be responsible for any charges made by the Credit Card issuer to End User's Credit Card account for exceeding credit limit, insufficient funds or other reasons. End User's credit card will not be billed until product has shipped. Estimated ship dates are approximate and are not guaranteed. End User may cancel any order due to shipping delays without charge.
   2. CREDIT TERMS. All Services provided to End User and covered by the Agreement shall at all times be subject to credit approval or review by USI. End User will provide such credit information or assurance as is requested by USI at any time. USI, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.
   3. BILLING. USI will provide End User with a monthly on-line billing statement for the Services and bill all charges invoiced to End User's account to the Credit Card. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly service fees are paid in advance of each month's service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. USI reserves the right to charge the Credit Card for charges at any time. Billing for monthly service fees commences upon purchase of the Services. Activation for Retail customers occurs after End User activates the services on the USI web site.
   4. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined Credit Card charges, USI may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by USI. If charges cannot be processed to the Credit Card, End User will be charged a fee of ten dollars ($10.00). A fee of $50.00 will be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.
   5. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by End User and will be added to any amounts otherwise charged to End User unless End User provides USI with an appropriate exemption certificate. If any amounts paid for the Services are refunded by USI, applicable taxes may not be refundable.
   6. REGULATORY RECOVERY FEE. A Regulatory Recovery Fee will be charged monthly to offset costs incurred by USI in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and any related legal and billing expenses. The Regulatory Recovery Fee will apply to every phone number assigned, including toll free and virtual numbers.
   7. TRIAL PERIOD. USI offers a thirty (30) day trial period ("Trial Period") to new End Users for their first Ravon account. The Trial Period commences upon the purchase of Services by End User on the USI web site. If End User is not satisfied with the Services during the Trial Period, End User may obtain a refund of the equipment and activation fee but not the monthly service fees. Applicable taxes will be refunded to the extent allowed by law. Shipping charges will not be refunded. To obtain a refund, End User must: a) Notify USI within thirty (30) days of purchase of the Services on the web site and obtain a return material authorization number from USI for the Equipment and b) Return the Equipment to USI within seven (7) days of cancellation of the Services in its original, unaltered condition with all packaging intact. Disconnection fees shall not apply if End User cancels service during the Trial Period.
   8. DISCONNECTION AND CONVERSION FEES. Subsequent to the expiration of the Trial Period, if an End User terminates fax or voice Services within twelve (12) months of the initial purchase of the Services, USI shall charge a service Disconnection Fee of fifty nine dollars and ninety nine cents ($59.99) for each Virtual Office extension and Shared Line and nine dollars and ninety nine cents ($9.99) for Softalk Office extension, Fax extension-second port activation, Virtual number, Basic Plan, Virtual Extension, Virtual Attendant, Toll Free number, Additional Ring Group, Call Queuing Group and Switchboard. If an End User terminates a Plus Extension or converts to a non Plus Extension within twenty four (24) months of the initial purchase of the Services, USI shall charge a Disconnection or Conversion Fee of two hundred dollars ($200.00) for each Plus Extension. If an End User of video Services (VTA464) terminates video Services within twelve (12) months of the initial purchase of the Services, USI shall charge a Disconnection Fee of one hundred dollars ($100.00). Disconnection or Conversion Fees shall be billed to End User's Credit Card when End User notifies USI of the cancellation of the Services. If an End User terminates a one (1) Year Term Plan, a two (2) Years Term Plan or an Annual Plan prior to the end of the committed term, USI will charge the End User the remaining services fees under the term plan agreement. All fees, including service fees, payable under the applicable term plan shall be non-refundable and non-creditable.

RATE CHANGES. USI may change the prices for the Services and toll charges from time to time. USI may change prices, plans, taxes or fees without any advance notice. For End Users on one, two or three year plans, rates will not be increased during the plan term, with the exception of tax or fee changes and international toll calling rates. In the event of a change in prices or toll charges, USI will post such changed rates to the web site currently located at http://www.usinternet.com. International toll calling rates are updated monthly on the first of each month and no other notice shall be provided for changes to international toll calling rates.

1. CREDITS. End User acknowledges and agrees that the Services are provided "as is, where is." Credit allowances for interruption of the Services shall not be provided, except as otherwise provided herein. In the event that Service is totally unavailable to End User for an entire 24 hour day due to a failure of USI equipment, its Network, or a cause that could be controlled by USI (“Uptime Failure”), USI will credit to the End User the monthly service charge for the Service at the rate of the fees attributable to the number of full days during which Services were completely unavailable to End User. In order for the End User to receive a credit on its account, the End User must promptly notify USI of the Uptime Failure and request such credit within ten (10) business days after it experienced the Uptime Failure by sending an electronic mail message to USI by clicking on the “Contact Us” button on the website. For security reasons, the body of this message must contain the End User’s account number as shown on its invoice, the dates and times of the alleged Uptime Failure, and such other End User identification requested by USI. Credits, if the Uptime Failure is verified by USI in its discretion, will be applied within sixty (60) days of the End User’s credit request. Credit to the End User’s account shall be its sole and exclusive remedy in the event of an Uptime Failure.

   Credit shall not be provided to End User in the event that it experiences a lack of Uptime resulting from (i) scheduled maintenance as posted from time to time at sign-in page of the website; (ii) End User’s behavior or the performance or failure of its equipment, facilities or applications, or (iii) circumstances beyond USI’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, Uptime interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of End User’s Service. End User agrees not to use its Services for the purpose of providing hosting base Services, such as web server ftp, game servers, streaming media servers, or similar high bandwidth consuming uses unless agreed to in writing by USI. USI reserves the right to terminate Services to any End User that violates this provision or uses its Services in any manner that causes damages to the Network or impairs the level of service provided to other End Users of USI on

2. DISCOUNTS. From time to time in its sole discretion, USI may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be entered by End User upon purchase of the Services. End User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.
3. BILLING DISPUTES. End User must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by USI or End User waives any objection and further recourse. Written statements disputing charges must be sent to: Billing Department, US Internet, 12450 Wayzata Blvd, Suite 121, Minnetonka, MN 55305.
1. TOLL CHARGES. Every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN"), including other VoIP networks, is subject to the then applicable toll charges that are associated with the Plan. Calls to a phone number outside the United States and Canada will be charged at the current rates published on the USI web site. The duration of each call is to be calculated in one minute increments and rounded up to the nearest one minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When End User dials an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by an End User to an International mobile, rather than landline, or premium rate telephone number, may result in higher toll charges.
2. TELEPHONE NUMBER. Any telephone number provided by USI ("Number") to the End User shall be leased and not sold. End User is not to use the Number with any other device other than the Equipment without the express written permission of USI. USI reserves the right to change, cancel or move the Number at its sole discretion.
3. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Equipment in any way without the express written permission of USI. End User shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, End User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. End User shall immediately notify USI of any lost or stolen Equipment and shall cooperate with USI in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At USI's sole option, failure to report lost or stolen equipment in a timely manner will cause End User to be responsible for all service fees accrued until the time that USI is informed of the loss or theft and can effect a termination of the Services.
4. PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of USI or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services at the sole discretion of USI. End User understands that neither USI nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End User agrees that it will NOT use the Services in ways that violate laws (including but not limited to laws prohibiting transmission of unsolicited fax advertisements), infringe the rights of others, or interfere with the users, services, or equipment of the network. End User agrees and represents that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of USI. End User shall not transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. End Users further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Any use found to be inconsistent with this restriction will result in termination of the Service.
5. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF END USER COMMUNICATIONS. End Users are solely responsible for maintaining the confidentiality of End User password and account, and agree not to transfer email address or password, or lend or otherwise transfer use of or access to the RAVON Service, to any third party. End Users are also solely responsible for any and all activities that occur under End User account. End User agree to immediately notify USI of any unauthorized use of End User account or any other breach of security related to End User account or the RAVON Service, and to ensure that End User "log off"/exit from End User account (if applicable) at the end of each session. USI is not liable for any loss or damage arising from End User failure to comply with any of the foregoing obligations. In consideration for using the RAVON Service, End User agrees to: (1) provide certain current, complete, and accurate information about End User when prompted to do so by the RAVON Service, and (2) maintain and update this information as required to keep it current, complete and accurate. End User agrees that any such information shall be accurate. End User agrees that End User are solely responsible for the content of all visual, written or audible communications ("Content") sent by End User or displayed or uploaded by End User in using the Services. End User agrees that End User will not use the Services to send unsolicited commercial e-mail outside End User company or organization in violation of applicable law. End User further agrees not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, or indecent would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Recognizing the global nature of the Internet, End User also agree to comply with applicable local rules or codes of conduct (including codes imposed by End User employer) regarding online behavior and acceptable content and the transmission of technical data exported from the United States or the country in which End User reside. USI reserves the right to investigate and take appropriate action against anyone who, in USI's sole discretion, is suspected of violating this provision, including without limitation, reporting End User to law enforcement authorities. Use of the Services is void where prohibited. Although USI is not responsible for any such communications, USI may delete any such communications of which USI becomes aware, at any time without notice to End User. End User retains copyright and any other rights already held in Content which End User submits, posts or displays on or through, the Services. End User understands and agrees that by displaying, exchanging or uploading Content to a USI website, transmitting Content using the Services or otherwise providing Content to USI, End User automatically grant (and warrant and represent End User have a right to grant) to USI a world-wide, royalty-free, sub-licensable (so USI affiliates, contractors, resellers and partners can deliver the Services) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content in the course of offering the Site and/or the Services.
6. RESPONSIBILITY FOR CONTENT OF OTHERS. Be advised that other users of the Services ("Users") may violate one or more of the above prohibitions, but USI assumes no responsibility or liability for such violation. If End User becomes aware of misuse of the Services by any person, please contact USI Customer Support at 1-800-874-6837. USI may investigate any complaints and violations that come to its' attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. However, because situations and interpretations vary, USI also reserves the right not to take any action. Under no circumstances will USI be liable in any way for any data or other content available on a Site or viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content on the Site. If at any time End User are not happy with a Site or the Services or object to any material on a Site, End User sole remedy is to cease using the Site or the Services. USI does not endorse and has no control over what Users post or submit to a Site. End User acknowledges that USI cannot guarantee the accuracy of any information submitted by any User of a Site, nor any identity information about any User. USI reserves the right, in its sole discretion, to reject, posting or other data, or to restrict, suspend, or terminate any User's access to all or any part of a Site or Services at any time, for any or no reason, with or without prior notice, and without liability. USI reserves the right to investigate and take appropriate action against anyone who, in USI's sole discretion, is suspected of violating this provision, including without limitation, reporting End User or any User to law enforcement authorities.
7. CHANGES TO THE AGREEMENT, SERVICES OR PLAN. USI reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan ("Change of Service"). In the event of a Change of Service, USI will post to the Web Site currently located at http://www.usinternet.com. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. The Plan change will take effect in the first month after the Plan is changed. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.
8. NOTICE. Notice will be considered received by End Users and such changes will become binding to End Users, on the date the changes are posted to the Web Site ("Change Date"), and no additional notice will be required. If End User does not send USI notification of their desire to terminate this agreement or uses the Service after the Change Date, End User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End User does not consent to the change of service and terminates this agreement, End User will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.
9. TERMINATION. End User agrees to provide USI with thirty (30) days notice of termination. End User shall be responsible for the full monthly service fee for the month during which the notice of termination of service is provided to USI. In accordance with section 5, Disconnection Fees may apply. USI reserves the right, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, End User's breach of this Agreement, End User's failure to pay any sum due hereunder, suspected fraud or other activity by End User that adversely affects the Services, USI, USI's network or other End User's use of the Services. USI reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that USI's determination is final and binding on End User. USI may require an activation fee to change or resume a terminated or suspended account.
10. PRIVACY. USI utilizes the public Internet and third party networks to provide fax, voice and video communication services. Accordingly, USI cannot guarantee the security of fax, voice and video communications of End User. USI is committed to respecting an End User's privacy. Once End User chooses to provide personally identifiable information, it will only be used in the context of the End User's relationship with USI. USI will not sell, rent, or lease End Users' personally identifiable information to others. Unless required by law or subpoena or if End User's prior permission is obtained, USI will only share the personal data End User provides with other USI entities and/or business partners that are acting on USI's behalf to complete the activities described herein. Such USI entities and/or national or international business partners are governed by USI's privacy policies with respect to the use of this data. USI is required to file numerous reports with different administrative bodies. As such, USI may provide aggregate statistics about End Users, sales and traffic patterns. None of these reports or statistics will include personally identifiable information. However, USI reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either USI or any company affiliated with USI. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, USI may disclose personally identifiable information.
11. TECHNICAL SUPPORT. USI provides technical support to End Users via telephone and e-mail for the Services and the Equipment provided hereunder. Support for other applications and uses is not provided or implied.
12. BREACH. In the event of End User's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse USI for all attorney, court, collection and other costs incurred by USI in the enforcement of USI's rights hereunder and USI may keep any deposits or other payments made by End User.
13. INDEMNIFICATION. End User agrees to defend, indemnify and hold USI, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.
14. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL USI OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE 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 SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF USI OR ITS VENDORS OR OTHERWISE.
15. WARRANTY AND LIABILITY LIMITATIONS. USI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER USI NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO USI'S OR END USER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF END USER'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 USI'S OR ITS VENDORS' NEGLIGENCE OR A FAILURE OR LACK OF CONNECTIVITY, OUTAGE OR POOR QUALITY OF CONNECTION CAUSED BY AN ISP OR OTHER PROVIDER OF SERVICES TO CUSTOMER OTHER THAN USI. ANY CLAIM AGAINST USI MUST BE MADE WITHIN 90 DAYS OF THE EVENT OF THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER AND USI HAS NO LIABILITY THEREAFTER. USI'S LIABILITY IS LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND. USI MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR. ALL WARRANTIES COVER ONLY DEFECTS ARISING UNDER NORMAL USE AND DO NOT INCLUDE MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN USI. IN NO EVENT SHALL USI'S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY END USER TO USI IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.
16. EXPORT COMPLIANCE. End User agrees to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Services. End User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.
17. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End User by USI or its vendors.
18. SOFTWARE COPYRIGHT. Any software used by USI to provide the Services and any software provided to End User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End User may not copy the software or any portion of it.
19. SURVIVAL. The provisions of section 3, 5, 7, 11, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and 28, and section 4 of the Additional Terms and Conditions shall survive any termination of the Agreement.
20. NOTICES. USI communicates with End Users primarily via email. Notices to End User shall be sent to the email address specified by End User at the time of registration for the Services or as subsequently specified by End User ("Email Address"). End User is responsible for notifying USI of any Email Address changes. End User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that End User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.
21. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). USI shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of USI as may occur in spite of USI's best efforts.
22. GOVERNING LAW / RESOLUTION OF DISPUTES.
    
    1. Mandatory Arbitration. PLEASE READ THIS PROVISION CAREFULLY. IT MEANS THAT, EXCEPT AS NOTED BELOW, END USER AND USI WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO END USER, INCLUDING ANY BILLING DISPUTES ("CLAIM"). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION ("AAA"). This agreement to arbitrate also requires End User to arbitrate claims against other parties relating to Services or Products provided or billed to End User if Claims are asserted against USI in the same proceeding. ARBITRATION WILL BE CONDUCTED UNDER THE AAA'S PUBLISHED COMMERCIAL ARBITRATION RULES AND SUPPLEMENTAL PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARE AVAILABLE BY CALLING THE AAA AT 800-778-7879 OR VISITING ITS WEB SITE AT www.adr.org. The AAA has a fee schedule for arbitrations. End User will pay the published share of the arbitrator's fees and administrative expenses ("Fees and Expenses") except that: (a) for Claims less than $20, USI will pay all Fees and Expenses; and (b) for Claims between $25 and $1,000, End User will pay only $20 in Fees and Expenses, or any lesser amount as provided under AAA's Supplemental Procedures for Consumer-Related Disputes. End User and USI agree to bear their own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The AAA Supplemental Procedures for Consumer-Related Disputes provide that unless a hearing is requested, disputes will be resolved based on written submissions and no personal appearance is required. If End User requests an arbitration hearing, that hearing will take place either telephonically or in Minnetonka, Minnesota. As a limited exception to the agreement to arbitrate, End User and USI agree that: (a) End User may file Claims in small claims court in Hennepin County, Minnesota, if the Claims qualify for hearing by such court; (b) if End User fails to timely pay amounts due, USI may assign the account for collection, and the collection agency may pursue in court claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement; and (c) any Claim filed as a class action is not subject to arbitration but instead must be filed in the District Court, County of Hennepin, Minnesota, or in the United States District, District of Minnesota, Fourth Division (Minneapolis).
    2. Prefiling Notice of Claim. BEFORE INSTITUTING ARBITRATION OR SUIT, END USER AGREES TO PROVIDE USI WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO USI AT THE ADDRESS BELOW. IF USI IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN END USER OR USI MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION XXV A. All claim notices should be sent to: Director of Customer Service US Internet Corp, 12450 Wayzata Boulevard, Suite 124, Minnetonka, Minnesota 55305.
    3. Governing Law. The Agreement and the relationship between End User and USI shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 28.1, End User and USI agree to submit to the personal and exclusive jurisdiction of the courts within the state of Minnesota, to the extent possible in Hennepin County, Minnesota, and waive any objection as to venue or inconvenient forum. The failure of USI 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. End User agrees 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.
23. ENTIRE AGREEMENT. The terms and conditions of this Agreement, along with the rates posted to the web site currently located at http://www.usinternet.com, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of USI and End User.
24. Additional Terms and Conditions.

1. DEFINITIONS Capitalized terms used in this Agreement are defined terms; the definitions are located on Attachment 1 to hereto, or where such terms are first underlined.

2. PROVISION AND USE OF HOSTED SERVICES; IMPLEMENTATION SERVICES

   1. Provision of, Hosted Services. During the Term of this Agreement, and subject to all of the terms and conditions herein, USI (i) agrees to provide to End User the Hosted Services, (ii) hereby grants End User access to the Hosted Services for use by the number of Agents and Logins set forth in the Service Quote, for End User's own internal business purposes which shall be deemed to include activities End User may perform on behalf its clients or customers and (iii) grants End User the right to use the Documentation.

   2. Changes to the Agreement, services or plan. USI reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan ("Change of Service"). In the event of a Change of Service, USI will post to the Web Site currently located at http://www.usinternet.com/terms/. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. The Plan change will take effect in the first month after the Plan is changed. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply.

   3. Limitations. End User shall have no rights in or to the Hosted Services, except as expressly granted herein. USI grants to End User no right, title, interest, or license to any USI Software, any trademark, trade name, service mark, or any other proprietary right. USI and its licensors hereby reserve to themselves all rights in and to all such USI Software and the Hosted Services not expressly granted to End User herein. End User shall not (i) attempt to or knowingly permit or encourage others to attempt to copy, develop a competing product, alter, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive computer source code from any USI Software or Hosted Services; or (ii) rent, sublicense, transfer or grant any rights in the Hosted Services or the USI Software in any form to any third party. End User shall promptly notify USI in writing of any attempt to copy, alter, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive computer source code from any USI Software or Hosted Services. End User shall provide reasonable assistance and cooperation to USI to enforce any breach or violation of this subsection.

   4. End User Data. End User hereby grants to USI a non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print and use End User Data, solely to the extent necessary to provide the Hosted Services to End User. Except as expressly provided in this Section 2.4, End User grants to USI no right, title, interest, or license in the End User Data and End User hereby reserves for itself and its licensors all rights in and to all End User Data.

   5. Implementation Services. USI agrees to use its commercially reasonable efforts to perform the Implementation Services covered in the Initial Payment.

   6. Additional Professional Services. If End User requests additional or different professional services, consulting services, USI may provide such professional services or recommend appropriate outside consultants. If USI agrees to provide such additional professional services at End User's request, fees for such professional services may be provided pursuant to a fixed fee or USI's standard time and material rates. Such additional professional services will be provided pursuant to this Agreement, and may be described in an agreed upon statement of work.

   7. Travel Expenses. End User agrees to be responsible for paying any necessary, pre-approved travel and per diem expenses incurred by USI in the performance of the Implementation Services and/or any additional professional services.

3. TELEPHONE NUMBER USE. End User shall not route traffic directly to the Public Switched Telephone ("PSTN") number indicated in the forwarding rules associated with the Hosted Services and USI Software. This telephone number is temporary only and may be removed by USI at USI's sole discretion. The following U.S. area codes ("NPA") are restricted in the forwarding rules: (311), (880), (456), (881), (500), (882), (600), (900), (976), (611), (700), (710), (711), and (811). The following country codes are restricted in the forwarding rules: (979), (808), and (882).

4. CONFIDENTIAL INFORMATION

   1. Treatment of Confidential Information. During the Term of this Agreement and for three (3) years thereafter, each party (the "Receiving Party") shall (i) treat as strictly confidential all Confidential Information disclosed by the other party (the "Disclosing Party"), (ii) not disclose, disseminate, distribute, or transfer such Confidential Information to any third party without the express written consent of Disclosing Party, (iii) not use such Confidential Information except solely for the purpose of its performance under this Agreement and (iv) protect the Confidential Information by using at least the same degree of care as the Receiving Party uses to protect its own confidential information of like nature to prevent any unauthorized access, use, dissemination, or publication of such Confidential Information, but in no event less than reasonable care. The Receiving Party further agrees to disclose Disclosing Party's Confidential Information only to its employees and consultants with a need to know such Confidential Information to perform their work responsibilities and agrees to require such employees and consultants to execute nondisclosure agreements containing protections substantially similar to the restrictions herein. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized access, use, dissemination, or publication of such Confidential Information of which it becomes aware.

   2. Limitations. Confidential Information does not include information which as evidenced in writing by the Receiving Party (i) is known to the Receiving Party, without any confidentiality restriction, at the time of disclosure by the Disclosing Party, (ii) is publicly known or becomes publicly known and made generally available through no wrongful act of the Receiving Party or any third party, (iii) has been rightfully received by the Receiving Party, without any confidentiality restriction, from a third party who is authorized to make such disclosure and not otherwise in violation of this Agreement, (iv) is disclosed generally to third parties by the Disclosing Party without any confidentiality restriction or (v) was independently developed by the Receiving Party without any use of the Confidential Information. Upon prior written notice to the Disclosing Party, the Receiving Party may disclose Disclosing Party's Confidential Information as (i) is required by law or regulation to be disclosed, but only to the extent and solely for the purpose of such required disclosure or (ii) is required by order of a court or other governmental body, but only to the extent and solely for the purpose of such required disclosure. The Receiving Party agrees to assist the Disclosing Party (at the Disclosing Party's expense) in all proper ways to limit or prevent the disclosure of such Confidential Information.

   3. Return of Confidential Information. The Receiving Party will return or destroy (at the Disclosing Party's election) all Confidential Information (including all copies) received from the Disclosing Party within its possession, custody, or control, promptly upon termination or expiration of this Agreement or upon the earlier written request of the Disclosing Party. At the request of the Disclosing Party, after such return or destruction, the Receiving Party shall certify in writing that such return or destruction has been accomplished.

5. MISCELLANEOUS

   1. Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not unreasonably be withheld or delayed. Any assignment in breach of this paragraph shall be null and void. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective permitted successors and assigns. Notwithstanding the above, either party may assign this Agreement to a successor in interest in the event of a merger, acquisition or a sale of substantially all of its assets to a third party entity without the prior written consent of the non-assigning party, provided that the assigning party delivers notification within thirty (30) days to the non-assigning party following such merger, acquisition or sale.

   2. Precedence of Terms. In the event of any conflict between the terms of this Agreement and the terms of any purchase order or acknowledgement, the terms of this Agreement shall control. Acceptance by USI of any purchase order placed by End User is conditioned on End User's assent to the terms set forth herein. USI's fulfillment of any purchase order shall not imply USI's acceptance of any pre-printed terms on such purchase. Any such conflicting terms shall be of no force or effect, unless so agreed by USI in a writing referencing this Section 9.2. In the event of any conflict between any provision of these Terms and Conditions and the provisions of the applicable Service Quote, the provisions of the Service Quote shall prevail.

   3. Publicity. End User agrees to allow USI to mention End User in connection with USI speaking engagements, USI websites, and non-public communications sent by USI to existing and potential End Users and others, indicating End User's relationship with USI.

   4. Relationship of the Parties. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

   5. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then: (i) such provision shall be excluded from this Agreement; (ii) the remainder of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the remainder of the Contact Center Agreement shall be enforceable in accordance with its terms.

ATTACHMENT 1

DEFINITIONS