Terms and Conditions

I. THE AGREEMENT

These Terms and Conditions constitute an agreement (the "Agreement") between 1010Talk ("us" or "we") and the user ("you," “your, "user" or "Customer") of the 1010Talk Voice over Internet Protocol (“VoIP”) communications services and any related products or services ("Service"). For purposes of the Agreement, "you" means the customer, defined as either (i) the person identified in 1010Talk’s account records as responsible for payment of all charges; or (ii) any other person with actual or apparent authority to represent that person or to use the Service(s).

BY ENROLLING IN, USING, OR PAYING FOR 1010TALK SERVICES, YOU AGREE TO THE PRICES, CHARGES, TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE PRICES, CHARGES, TERMS AND CONDITIONS, DO NOT USE THE SERVICES, AND CANCEL THE SERVICES IMMEDIATELY BY CALLING 1010TALK FOR FURTHER DIRECTIONS.

The Agreement governs the Service and any devices, such as the Analog Telephone Adapter or any other IP connection device ("Device" or "Equipment"), used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understand, 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.

1010Talk may change the Terms and Conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted at www.1010Talk.com. The Agreement posted supersedes all previously agreed to electronic and written Terms and Conditions.

The rates and charges for the Service, which may be found at www.1010Talk.com, are subject to change. For your most current rates and charges, the most current version of the Agreement, or if you have questions about your Services, please visit our website at www.1010Talk.com (see Rates and Terms & Conditions link) or call 1010Talk’s Customer Service Department.

II. 1010Talk VOIP E-911 EMERGENCY SERVICE DISCLAIMER

E911 Terms

PLEASE READ THIS INFORMATION REGARDING E911 VERY CAREFULLY. BY ACTIVATING AND PAYING FOR THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THE LIMITATIONS OF 1010TALK E911 EMERGENCY DIALING SERVICE, AND UNDERSTAND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL 911 OR E911 CALLS.

You agree to notify any user who may place calls using your Service, including any household residents or guests who may be present in your household, of the limitations of Emergency E-911 Dialing. We recommend that you maintain an alternative means of accessing emergency services in the event of Service disruption for any reason.

1010Talk E911 EMERGENCY DIALING SERVICE.

Emergency E-911 Dialing is an included feature of service. To activate this service, you must register the physical location of your 1010Talk Device with an 1010Talk customer service representative as explained below, and that location must be within the geographic serving area of an emergency call center known as a Public Safety Answering Point ('PSAP') to which 1010Talk is enabled for this service. If you fail to activate and properly configure Emergency E-911 Dialing, the Service will not support Emergency E-911 Dialing and you acknowledge and agree to this requirement. Emergency E-911 Dialing will not function until you receive notification from 1010Talk, via electronic mail, or regular postal mail, website notation or some other means, that Emergency E-911Dialing has been successfully enabled for your service, and you acknowledge and agree to this requirement. *Note that activation of 1010Talk’s E-911 emergency dialing service has a recurring monthly fee of $2.

Service Address.

You must provide the correct Service Address during the registration process, which will be utilized by 1010Talk in the establishment and operation of Emergency E-911Dialing. Failure to provide the correct and proper address location may result in misdirecting E-911 calls to the incorrect PSAP or emergency operator and/or the failure to reach and render emergency service. You acknowledge that E-911 dialing will not function properly if you move your Device to another service address, either temporarily or permanently, unless the new address has been properly recorded and in an area for which 1010Talk provides Emergency E-911 Dialing. You may change your Service Address by contacting an 1010Talk representative. Please note a valid US address is required upon activating 1010Talk emergency E911 dialing service.

Basic/Traditional 911 Service.

In select areas, 1010Talk may not support the ability for your physical location information to be automatically delivered to the PSAP with the E-911 call. The PSAP or local emergency dispatcher receiving an emergency E-911call may not be able to capture and/or retain automatic number or location information. This means that the dispatcher may not know the phone number or physical location of the person who is making the emergency E-911 call. Therefore, a caller dialing using 1010Talk’s E-911 emergency service may need to immediately tell the dispatcher the location of the emergency, and the caller must not prematurely disconnect the line, since the dispatcher may not have the phone number to call back the caller. If the caller is unable to speak or sufficiently describe the location, the emergency dispatcher may not be able to render emergency service to the appropriate location.

Enhanced 911 Service.

In select areas, 1010Talk provides Enhanced 911 (E911) capabilities, if you have activated and properly configured Emergency E-911 Dialing and received confirmation from 1010Talk that E911 has been activated. When the caller dials 911 on an 1010Talk enabled phone with E911 service, 1010Talk will utilize the location information you provided at the time of activation, or as subsequently and properly updated, validated and acknowledged by 1010Talk. This location information will be automatically delivered to the PSAP with the 911 call. If the location information you provided is incorrect, the call may be misdirected to a PSAP that does not serve your location, and may be unable to render sufficient emergency service. You are totally responsible for maintaining accurate physical location information on your 1010Talk account. If you move your 1010Talk equipment to another location, you must update your service address in accordance with the instructions contact an 1010Talk customer service operator for further assistance. If the customer does not keep the information for the registered location accurate and current the PSAP will not be able to accurately direct emergency services to the correct location. 1010Talk will not automatically update or verify any addresses provided by customer, it is the customers responsibility to maintain the accuracy of the registered location. The company will not verify that the customers PSAP will accept the registered location information.

911 and E911 Limitations.

1010Talk’s emergency E-911 service is only available in the continental United States. If the customer’s registered location is not within the continental United States, the E-911 service will not operate and therefore the customer must determine other means of calling 911. 1010Talk has no means for determining whether or not the E-911 service actually works. Therefore, it is the duty and obligation of the customer to verify that the correct PSAP has been determined for the registered location and also test the E-911 emergency service from time to time. 911 and Emergency E-911 Dialing will not function if the Device is not configured correctly or if your 1010Talk Service is not functioning for any reason, including, but not limited to, in the event of a power outage, high-speed/broadband service outage, customer owned or leased equipment failure or degradation of such equipment or any suspension or disconnection of 1010Talk Service. For technical reasons associated with the possibility of network congestion in the event of a local disaster, there is a greater possibility that a 1010Talk call will produce a busy signal, fail to be completed, or experience longer connection times, as compared to traditional 911 calls.

1010Talk’s emergency E-911 service will not function if the customers cable, DSL or other broadband service is interrupted for any reason, whether permitted by these terms of service or not. If the customer’s broadband internet service provider (ISP) or any other third party intentionally or accidentally blocks certain ports, the emergency E-911 service will not function. Upon restoration of the blocked ports, it may be necessary for the customer to reset or reconfigure some or all of the equipment provided by 1010Talk. The customer acknowledges that the company is not responsible for the blocking of ports by the customers broadband or internet service provider or any other party. Since the service is dependent on the customer provided internet or broadband service, if that service is slow or congested for any reason, the service will not work or may become unusable, in which case the emergency E-911 service will not work. Please note if the service does not work for any reason whatsoever, the emergency E-911 service will not work. Also if the customers PSAP doesn’t accept or process data regarding the registered location, then the emergency personnel may not know the customers location unless the customer verbally provides that information.

Acknowledgement.

You understand and acknowledge that 1010Talk 911 Emergency Dialing has certain characteristics that distinguish it from conventional 911 Service. These characteristics may make 1010Talk unsuitable to some users. You should carefully evaluate your circumstances when deciding to activate 1010Talk service. You acknowledge that it is your responsibility to determine the technology or combination of technologies best suited to meet your emergency calling needs, and to make the necessary provisions for access to emergency calling services, such as maintaining a conventional phone line or wireless phone as a backup means of completing emergency calls.
Suspension of Your Account.

You acknowledge and understand that a service outage due to suspension of your account as a result of billing issues, non-payment or delinquency of your account or any other reason, including, but not limited to those reasons described elsewhere in this Agreement, will prevent all service, including 1010Talk’s Emergency E-911 dialing.

Indemnification.

1010Talk E-911 emergency dialing services will not function in the event of a power outage or other interruption to your electricity service until the power supply in or for is fully restored. Following a power disruption, you may need to reset your Equipment before using 1010Talk Service, the emergency dialing service to function properly. Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent the Service, including the 1010Talk E-911 emergency dialing service from functioning. Any interruption in your internet access will prevent you from placing E-911 calls during the interruption. Broadband phone service is inherently subject to more network congestion and reduced speed in the routing of E-911 calls than traditional 911 dialing over traditional PSTN. In the event that your 1010Talk account is suspended or terminated for any reason, your 1010Talk Service, including 1010Talk E-911 emergency dialing service will not function.

1010Talk does not control how E-911 calls are answered or handled by any local emergency response center. 1010Talk disclaims all responsibility for the actions and conduct of any and all national and local emergency response centers. 1010Talk relies entirely upon third parties to route E-911 calls to local and national emergency response centers. 1010Talk disclaims any and all liability or responsibility in the event such third party data used to route the call is incorrect or produces an erroneous result. Neither 1010Talk nor its office , directors or employees may be held liable for any claim, damage or loss and you hereby waive any and all such claims or causes of action arising from or related to the Services or 1010Talk E911 Services unless such claims arose from 1010Talk gross negligence, recklessness or willful misconduct. You, on your own behalf and on behalf of any third party, hereby agree to defend, indemnify and hold harmless 1010Talk, its officers, directors, employees and agents from and against any and all claims, losses, damages, fines, penalties, costs and expenses (including attorneys' fees) relating to the absence, failure or outage of the Service, including the 1010Talk E-911 emergency dialing service or access to emergency service personnel.

III. SERVICE

A. Term

Service is offered on a monthly basis for a term that begins on the date that 1010Talk activates your account (the "Activation Date") and ends on the day before the same date in the following month. The Activation Date will begin two weeks after you sign-up for the Service. The first billing date will be one month after the activation date. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give 1010Talk notice of non-renewal at least ten [20] days before the end of the monthly term in which the notice is given. All notice for cancellation must be given by calling 1010Talk’s Customer Service Department as well as faxing a letter of cancellation. You are purchasing the Service for full monthly terms, meaning that if you terminate Service before 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 any applicable disconnect fee (as described below), 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. You agree that the 1010Talk plan to which you have subscribed does not confer the right to use the Service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting. 1010Talk reserves the right to immediately terminate, if 1010Talk determines, in its sole discretion, that Customer's Service is being used in violation. , 1010Talk reserves the right to cancel the Service. 1010Talk deems the usage of 5,000 or more minutes per month in violation of this Section III(G), and shall subject Customer to the immediate suspension and/or termination of the Service

B. Disconnect Fee

If Customer subscribes to a residential calling plan, and cancels the Service for any reason or for convenience within twelve (12) months of the Activation Date. Customer will be charged a disconnect fee of $49.99 or more per account (the "Disconnect Fee"). The Disconnect Fee becomes due and payable immediately and will be billed directly to Customer’s credit card. If Customer has multiple accounts, Customer will be charged the Disconnect Fee of $49.99 or more per account for each account cancelled. Cancellations will only be accepted 1010Talk’s Customer Service Department, and will be effective upon the date that you call. 1010Talk is not able to schedule cancellations for a future date. No proportion will be provided for the unused days remaining in the month. Therefore, if you choose to cancel and disconnect the service prior to the end of a given monthly period, you will be responsible for the full contract amount for that final month.

All returned Equipment must be in the original packaging with the UPC or bar code intact, and postmarked within fourteen (14) days of cancellation. All components, manuals and registration card(s) must be included and equipment must be in good condition, as determined by 1010Talk. Equipment must be returned with a valid return authorization number obtained from the 1010Talk Customer Service Department. Customer is responsible for return shipping of Equipment.

C. Upgrade or Downgrades

If at any time during the term of Service, Customer changes from one calling plan to another, Customer will be charged a one time Upgrade Fee or Downgrade Fee, pursuant to the schedule below:

D. Money Back Guarantee

1010Talk offers a 30-day money back guarantee, applicable to one primary line per account, not additional or secondary lines. Under terms of the Money Back Guarantee, 1010Talk refunds the activation fee, first month of Service and waives the Disconnect Fee. 1010Talk reserves the right to terminate or revoke the Money Back Guarantee at any time, without prior notice.

Customer must cancel Service through 1010Talk’s Customer Service Department within thirty (30) days of the Activation Date. Cancellations will be effective on the date that you contact 1010Talk; 1010Talk is not able to schedule cancellation for a future date. Equipment must be returned to 1010Talk and postmarked within fourteen (14) days thereafter. Customer is responsible for any charges for overage, international traffic or directory assistance. Cancellation may take up to two (2) business days. Any usage after contacting 1010Talk is Customer’s responsibility. Customers that use the Service after the trial period are not eligible for refund. Customer may not port away a new phone number (or “DID. The Money Back Guarantee will not be honored if Customer fails to meet all above requirements.

The following are not covered by the 30 day guarantee, cannot be refunded and must be paid by the customer: (1) Federal excise taxes, sales taxes and any other applicable taxes; (2) minutes for any international usage (outside the continental United States), (3) charges made to the customers telephone number for services such as “10-10” numbers or similar pay per call services, (4) accepting charges for payphone calls or “reverse charge” calls, (5) directory assistance, or (6) any other charges whatsoever that are attributable to the customers phone number and not part of the terms or the guarantee. (7) any service charges associated with a ported number. Please not that 1010Talk reserves the right to revoke or terminate or modify the money back guarantee at any times and without notice.

E. The 1010Talk Refer a Friend Program.

By referring individuals or small businesses and/or accepting the Referral Credit(s) described below, you agree to the following conditions. After the person or business you refer subscribes to the Service and provides your correct information either at sign up or no later than three days (72 hours) after sign up by contacting 1010Talk’s Customer Service Department , you will receive a credit of five dollars ($5) (“Referral Credit”) on your account when an account is opened for $30 or more. This offer applies only when the person or entity referred is a new 1010Talk VOIP customer and may not be used in conjunction with any other offer or promotion, excluding the one (1) month free promotion currently on all calling plans. To qualify for the Referral Credits, both you and the person or entity you referred must (1) be customers in good standing; and (2) retain the Service for at least ninety-one (91) days after the referral’s Activation Date. If, within ninety-one (91) days of the referral’s Activation Date, either party cancels the Service, or if 1010Talk terminates either party’s Service under Section VI(B) below, this will result in the forfeiture of the Referral Credit described herein by both parties. 1010Talk Agents, 1010Talk affiliates and 1010Talk employees are not eligible for Referral Credits.

F. Residential Use of Service and Device

If you have subscribed to 1010Talk'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, telecommuting, telemarketing, 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 1010Talk 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 1010Talk'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. 1010Talk reserves the right to immediately terminate or modify the Service, if 1010Talk determines, in its sole discretion, that Customer's Service is being used for non-residential or commercial use. 1010Talk deems the usage of 5,000 or more minutes per month in violation of this Section III(F), and shall subject Customer to the immediate suspension and/or termination of the Service.

H. Notice of Rate/Price Changes

1010Talk may change the rates, prices and charges for the Services at anytime and such changes will be effective immediately. Such changes to rates, prices, charges, or terms or conditions in the Agreement will be reflected on www.1010Talk.com and will be incorporated by reference into this Agreement. From time to time, 1010Talk may offer new rate plans and such rate plans may be available to customers upon request by contacting Customer Service. New rate plan request may take up to 3 business days to take effect and calls made prior to the new effective date will be charged at the previous plan rates.

I. Rounding Policy

For billing purposes, the length of each metered call is rounded as described in each Calling Plan. 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.

J. Calls to International Mobile Telephones; International Special Services Calls

1010Talk's advertised rates for international calls are generally the rates charged for calls to landline telephones. Some calls to international mobile telephones, or to international telephone numbers considered to be special services calls, are charged a different (usually higher) rate than calls to landline telephones. The rates you will be charged are set forth in the calling plan rate tables and are typically designated by a "MOB", "cellular", "mobile" “ special service”, “personal” or "M" notation.

K. Timing of Calls

Generally, timing of metered calls begins when the called party or an automated answering device (such as an answering machine or a facsimile machine) answers the call, and ends when one of the parties disconnects from the call. However, some foreign carriers (with whom 1010Talk must interconnect in order to terminate calls to foreign countries) designate a call as "answered" when the called party's line rings or after a certain number of rings, and will charge 1010Talk for a completed call. In these situations, 1010Talk will charge for the call as if it were answered by the called party. Due to the quality of certain cellular or telephone networks beyond our control, calls might be disconnected or charged without connection. If you incur any of these problems please contact 1010Talk customer service department for further assistance.

L. Use of Service and Device by Customers Outside the United States

1010Talk does not presently offer or support the Service to customers located in other countries. 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.

M. Loss of Service Due to Power Failure

The Service does not function without power. 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 you to reset or reconfigure equipment before using the Service. Power disruptions or failures will also prevent dialing to emergency service numbers.

N. 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 1010Talk'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 1010Talk are and shall remain the exclusive property of 1010Talk and nothing in this Agreement shall grant you the right to license or to use such marks. You acknowledge that you are not given any license to use or to distribute 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 1010Talk, which 1010Talk reserves the right to prohibit in particular cases or generally, or are required to use third party software to enable the use of 1010Talk accessories, like soft phone, you promise that you have acquired, and all times during your use, possess all of the required rights, including software and/or firmware licenses, to use that interface Device of third party software with the Service and you will indemnify and hold harmless 1010Talk against any and all liability arising out of your use of such interface Device of software with the Service or any of its accessories.

O. 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 1010Talk. 1010Talk 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 any applicable Disconnect Fee, all of which immediately become due and payable.

P. Theft of Service

You agree to notify 1010Talk immediately, in writing, by electronic mail or by calling 1010Talk customer service Department, if the Device is stolen or if you become aware at any time that you’re Service is being stolen or used fraudulently. 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. Notwithstanding anything herein to the contrary, credits will not be issued for charges resulting from fraud that arises out of third parties hacking into the Equipment, other equipment used by you or the internet. This includes, but is not limited to, modem hijacking, wireless hijacking or other fraud arising out of a failure of your internal/corporate procedures. 1010Talk will not issue credit for invoiced charges for fraudulent use resulting from your negligent or willful acts or those of an authorized user of your Service.

Q. 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 1010Talk. The Service is subject to different regulatory treatment than phone service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

R. Collect Call and Operator Services

1010Talk does not offer collect call or operator services via this Service at the present time. Please check with 1010Talk customer service department for future updates.

S. International DIDs or phone numbers

Customers that have international (non-United States) direct inward dial phone numbers ("DIDs") are provided with these numbers based on current United States and overseas regulations. These regulations are subject to change without notice and 1010Talk may be required to discontinue this Service, without notice. 1010Talk reserves the right to discontinue International DID services for any reason at any time and is only obligated to refund the pro-rated monthly fee.

T. International Services

1. Foreign Carrier Restrictions.

Foreign carriers or regulatory agencies may impose, upon the portion of the end-to-end international service or facilities they provide, certain limitations or restrictions that may limit your ability use the 1010Talk Services. You must conform to any limitations or restrictions imposed by the foreign carriers or agencies.

2. Foreign Carrier Acts or Omissions.

a. When other U.S. or foreign carriers and foreign telecommunications administrations use facilities to establish connections to points not reached by 1010Talk's network, 1010Talk is not liable for acts or omissions of other carriers or foreign telecommunications administrations.

b. International calls are priced on the basis of the country and city codes dialed by you. When the facilities of other U.S. or foreign carriers are used in establishing connections to points not reached by 1010Talk's network, 1010Talk is not liable for refunds or damages if those calls do not terminate in the country, city or area codes associated with the called number.

U. Surcharges

In addition to surcharges that may be found in the applicable Calling Plan, 1010Talk may adjust its rates and charges or impose additional rates and charges to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from others or pay to others in support of statutory or regulatory funds or programs ("Governmental Charges"). Examples of such Governmental Charges include, but are not limited to, Universal Service funding.

a. Federal Universal Service Fee: 1010Talk includes a Federal Universal Service Fee to each bill at the rate determined by the FCC. Federal Universal Service Fees are applicable to interstate and international (US origination) calls.

V. Taxes

1. The customer will pay all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, tariffs, access fees or other fees or charges now in force or enacted in the future, that arise. Taxes are in addition to charges for services and taxes are due for any period of time while the term is or was in effect, even if 1010Talk fails to accurately or correctly bill the customer. If the customer claims to be exempt from payment of any taxes, the customer must provide 1010Talk with proof of such exemption.

IV. RESTRICTIONS ON THE USE OF SERVICE

A. 1010Talk offers it’s Services subject to availability of facilities, limitations of service offerings, and the provisions of this Agreement.

B. Services provided by 1010Talk under the Agreement will not be used: (1) for any unlawful purpose; (2) for making telephone calls that use automatic dialing devices and terminate into electronic information services, pay-per-call services, or other domestic or international audiotext services; (3) for international call-back offerings using uncompleted call signaling to any country, when that country has prohibited such an offering by statute or regulatory decision; or (4) for business usage under a residential Service plan.

C. 1010Talk may (1) deny, for any lawful reason, your request for Service, or (2) limit or allocate the facilities available to or used by any Service, if necessary, to manage its network in an efficient manner, meet reasonable Service expectations, furnish Service to existing and future customers based on forecasted customer requirements, or for any other lawful reason.

D. 1010Talk may, without notice (consistent with governing laws or regulations), block traffic to or from specific countries, country codes, cities, city codes, local telephone exchanges ("NXX exchanges"), individual telephone stations, groups or ranges of individual telephone stations, or calls using certain customer authorization codes, whenever 1010Talk deems it necessary to take such action to prevent (1) the unlawful use of Service; (2) nonpayment for Service; (3) the use of Service in violation of this Agreement; or (4) network blockage or the degradation of Service furnished to you or other customers.

E. 1010Talk makes no guarantee, warranty, or representation (either expressly or implied) in connection with the services, and is not liable for any cost, liability or damages, direct or consequential, arising out of supply or failure to supply, he service. The signatory agrees to indemnify 1010Talk from any loss, damage or expense that 1010Talk may incur due to any said breach.

F. Printed Call detail records will incur $3/month surcharge.

G. If fraud is suspected your account maybe suspended and or terminated. You are solely responsible for any fraudulent use, for safeguarding any assigned or selected pin.

V. PAYMENT OBLIGATIONS

A. You must provide 1010Talk with a valid credit card number when the Service is activated. If the credit card expires, you close your credit card account or your billing address changes, or the credit card is cancelled and replaced because of loss or theft, you must advise 1010Talk immediately. 1010Talk will invoice all charges on a monthly basis, in advance, to your credit card, including but not limited to: activation fees and monthly Service fees, advanced feature charges, Equipment purchases and shipping and handling charges. Any charges not included in your rate plan and any additional usage charges are billed after each billing period. If 1010Talk changes its rates, recurring monthly charges affected by such change will be assessed at the new rate for the full billing period during which the new recurring charge rate became effective.

B. 1010Talk may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with 1010Talk is declined or reversed, your credit card expires and you have not provided 1010Talk with a valid replacement credit card or in case of any other non-payment of account charges. Termination of Service for declined or expired card, reversed charges or non-payment leaves you fully liable to 1010Talk for all charges accrued before termination and for all costs incurred by 1010Talk in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.

C. You are responsible for payment of all charges for Services furnished to you and anyone authorized by you to use your Service. This responsibility is not changed by virtue of any use, misuse, or abuse of your Service undertaken or caused by third parties.

D. You must promptly notify 1010Talk of any change in your invoicing address or, if applicable, in the credit card or bank account used for payment. You should notify the 1010Talk Customer Service Department.

E. 1010Talk will invoice Customer for Services on a monthly basis in advance and all payments are due and payable by Customer without demand or setoff within thirty (30) days from the invoice date (the "Due Date"). Amounts not paid within twenty-nine (29) days of the invoice date will be considered past due. If you make any late payments, and we bill you for the Services, we will charge you a late fee of 1.5%, which we apply to that period's charges and any outstanding charges and late payment charges that remain unpaid at the time of the next bill. If the state law where you receive the 1010Talk Services requires a lower rate, we will apply that rate.

F. If 1010Talk becomes concerned at any time about your ability to pay for Services, 1010Talk may require that you pay its charges within a specified number of days and that you make such payments in cash or the equivalent of cash.

G. If 1010Talk hires a collection agency to collect, or attempt to collect, any charges owed 1010Talk, you will be liable to 1010Talk for an additional payment equal to 35% of the charges owed, where permitted by applicable law. If 1010Talk incurs any fees or expenses, including attorneys' fees, in collecting, or attempting to collect, any charges owed 1010Talk other than by hiring a collection agency, you will be liable to 1010Talk for the payment of all such fees and expenses reasonably incurred.

H. If billing systems or other support is not available for a Service, feature, surcharge, tax or other charge element at the time of Service provision, 1010Talk will bill for that Service, feature, surcharge, or other charge element as soon as it is capable of doing so.

I. No Credit Allowances for Interruption of Service. You acknowledge and agree that the Service is provided "as is." Credit allowances for interruption of Service, including international calling services, will not be provided.

J. If you dispute any charges, you must notify us in writing at www.1010Talk.com or at the address below within 10 days of receiving your credit or debit card statement. If you do not notify us in writing in a timely manner, you agree to waive any right to contest such charges.

International Telecall Corp.
P.O. Box 220298
Great Neck
New York, 11022
Attention: Customer Service Department

VI. CANCELLATION OF SERVICE

A. By the Customer

1. If you cancel your Service after the thirty (30) day Money-Back Guarantee period, described in section III(D) above, you will be charged a Disconnect Fee, pursuant to Section III(B) above.

2. If you cancel your Service with 1010Talk, you will not be able to use the Device or Equipment.

3. Cancellation may take up to five business days.

4. Your credit card will be charged for any usage after contacting 1010Talk to cancel your Service.

5. All cancellations must be made through 1010Talk’s Customer Service Department.

6. All cancellations will be effective on the date that you call 1010Talk’s Customer Service Department. 1010Talk does not have the ability to schedule a cancellation for a future date.

7. No proportion will be provided for the unused days remaining in the month. Therefore, if you choose to cancel and disconnect the service prior to the end of a given monthly period, you will be responsible for the full contract amount for that final month.

B. By 1010Talk

1. 1010Talk reserves the right to discontinue furnishing Services, cancel your account, and/or block your access to 1010Talk network, without incurring any liability, immediately and without notice if 1010Talk deems that such action is necessary to prevent or to protect against fraud or to otherwise protect 1010Talk's personnel, agents, facilities, or Services. Without limitation, 1010Talk may take such actions if:

a. You refuse to furnish information or furnish false information that (i) is essential for billing; or (ii) pertains to your creditworthiness, your past or current use of common carrier communications service, or your planned use of such service;

b. You indicate that you will not comply with a request for security for the payment for the Services;

c. Your Service usage charges exceed established parameters based on your history of usage, which may indicate a likelihood of non-payment or possible fraud;

d. You have been given written notice by 1010Talk of any past due amount (which remains unpaid, in whole or in part) for any of 1010Talk's or an affiliated carrier's service to which you either subscribe or had subscribed or used;

e. You either refuse to pay when billed for Service or indicate to 1010Talk, or an entity billing on 1010Talk's behalf that you do not intend to pay for Service used by you;

f. You use, or attempt to use, Service with the intent to avoid the payment, either in whole or in part, of the charges for the Service by (i) using or attempting to use Service by rearranging, tampering with, or making connections to the Service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices;

g. You act, or fail to act, in a manner that hinders or frustrates any investigation by 1010Talk or others having legal authority to investigate your legal obligations;

h. Your telephone equipment fails to pass back to 1010Talk the appropriate signal to start and stop billing for a call;

h. You were previously provided with notice of breach of these terms and conditions or other contract with 1010Talk, took corrective action, but thereafter engaged in the same breach activity; or

i. You act in a manner that is threatening, obscene, harassing, or abusive to 1010Talk personnel.

j. You act in violation, or your usage is deemed in violation, of Sections III(F). or III(G) above.

2. 1010Talk reserves the right to discontinue furnishing Services, cancel your account, and/or block your access to 1010Talk network, without incurring any liability, immediately upon written notice to you if:

a. Any invoice charges remain outstanding and owed by you after the thirtieth (30th) day from the date of the invoice notifying you of the charges; or

b. You fail to comply with a request by 1010Talk for security for the payment for Services.

3. The discontinuance of Service(s) by 1010Talk pursuant to these provisions does not relieve you of any obligation to pay 1010Talk for charges due and owing for Service(s) furnished up to the time of discontinuance. 1010Talk may charge you a Disconnect Fee if your Service is canceled pursuant to either Section VI(B)(1) or (VI)(B)(2) above.

VII. LIABILITY

A. 1010Talk will not be liable for: (i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, acts of terrorism, strikes, lockouts, work stoppages or other labor difficulties; and any law, order, regulation or other action of any governing authority or agency thereof; (ii) delayed installation of 1010Talk's facilities or commencement of Service; (iii) any damages associated with Devices not provided by 1010Talk and/or any third party software (including but not limited to the download thereof) recommended or required for use with any of the 1010Talk accessories.

B. With respect to any other factual allegation, legal claim, or dispute by you or by any others, for damages associated with the ordering (including the reservation of any specific number for use with a Service), installation (including delays thereof), provision, termination, maintenance, repair, interruption, or restoration of any Service or facilities offered by 1010Talk, 1010Talk's liability, if any, will be limited as follows:

1. With respect to the attempts to route calls to public safety answering points or municipal emergency service providers, as described in Section II, 1010Talk's liability, if any, will be limited to the lesser of: (a) the actual monetary damages incurred and proved by you as the direct result of 1010Talk's action, or failure to act, in routing the call, or (b) the sum of $1,000.00.

2. With respect to the provisioning of, or any error or omission in, data, information, or content furnished in connection with any service provided by 1010Talk, for example, Directory Assistance, 1010Talk's liability will be limited to the lesser of: (a) the amount of actual money damages proven by you to have been incurred as the proximate result of your reliance on such data, information, or content; or (b) $100.00.

3. 1010Talk shall not be liable for any delays or incompletion or costs or charges pursuant to a delay or incompletion in local number portability (LNP).

C. IN NO EVENT WILL 1010TALK BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT 1010TALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

D. 1010Talk will be indemnified, defended, and held harmless by you against all claims of loss or damage arising from the use of Service furnished by 1010Talk, including:

1. Allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the material, data, information, or other content transmitted via 1010Talk Service; and

2. All other allegations and claims arising out of any intentional act or omission by you or others authorized by you to use the Service, in connection with any Service provided by 1010Talk.

3. Allegations or claims that you have not acquired or possess the requisite rights to any Devices not provided by 1010Talk and/or third party software for use in conjunction with 1010Talk accessories as described in Section III(N).

E. 1010TALK MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT.

1010TALK DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON 1010TALK'S BEHALF AND YOU MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY BY 1010TALK.

F. 1010Talk will not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in 1010Talk offerings made to you, or for damages associated with the Service, or Equipment that it does not furnish, or for damages that result from the operation of customer provided systems, Equipment, facilities or services that are interconnected with 1010Talk Services.

IX. MISCELLANEOUS PROVISIONS

A. Entire Agreement.

These Terms and Conditions constitute the entire Agreement between you and 1010Talk, and supersede any and all prior agreements, oral or written, concerning the subject matter. If there is any inconsistency or conflict between the terms of any calling plan, promotion, and/or authorized written communications you have received and the provisions of this Agreement, the provisions of this Agreement will control.

B. No Obligation to Assist in Switching to a Different Provider.

If you either voluntarily cancels your 1010Talk account or if 1010Talk cancels your Service for any reason set forth above, 1010Talk will have no obligation whatsoever to assist you in any respect in switching from 1010Talk to another service provider.

C. Assignment.

Customers may not modify or assign this Agreement. In its sole discretion, 1010Talk may assign this Agreement.

D. No Waiver of Rights.

If either party fails to enforce any right or remedy under this Agreement, that does not waive the right or remedy for any other breach or failure.

E. Binding Effect.

This Agreement is binding upon you and 1010Talk and upon, respectively, your and 1010Talk's agents and heirs.

F. Severability.

If any part or provision of this Agreement is finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, then that part or provision will be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts or provisions of this Agreement.

G. Governing Law.

This Agreement is governed by and construed under the laws of New York and applicable federal law, without regard to its choice of law principles, except that the arbitration provisions in Section VIII shall be governed by the Federal Arbitration Act. This governing law provision applies no matter where you reside, or where you use or pay for the Services.

H. Survival.

Any liability or obligation of a party to the other party under the provisions of Sections I, II, IV, V and VII as applicable, will, in each case, survive cancellation or termination of this Agreement.

I. Headings of No Force or Effect.

Headings in this Agreement are for reference only and have no effect on the meaning of any provision.

J. Service Distinctions

Our service is not a telecommunications service, and we provide it on a best efforts basis. Our service is subject to different regulatory treatment than a telecommunications service. This treatment may limit or otherwise affect your rights. Our services require a high speed broadband connection. Events beyond our control may affect our service, such as power outages, fluctuations in the internet, your underlying internet service provider or broadband service, or maintenance. We will act in good faith to minimize disruptions to your use of and access to our service.