Phoneall Cloud LLC terms and Conditions

The Customer named on the Phoneall Cloud Business Service Order
Agreement and Phoneall Cloud Telecom "Phoneall Cloud" agree that the terms
and conditions on the Phoneall Cloud Business Service Order Agreement
and these terms and conditions constitute the agreement (the
"Agreement") for the provision of the Services selected by
Customer and designated on a Service Order. Services may include
Phoneall Cloud Business and Hospitality commercial high-speed internet
services ("Internet") and Phoneall Cloud Business and Hospitality
commercial digital voice services, including enhanced voice, toll
free and trunk services ("Voice") (each a "Service" and collectively
"Services").
The terms and conditions in the "GENERAL TERMS AND
CONDITIONS" section below are applicable to all Services.
Additional terms and conditions apply to the Internet and the Voice
Service and should be reviewed in either the "ADDITIONAL TERMS
APPLICABLE TO INTERNET SERVICE" section, or the "ADDITIONAL
TERMS APPLICABLE TO VOICE SERVICE" section, as applicable.

GENERAL TERMS AND CONDITIONS
ARTICLE 1. DEFINITIONS
Affiliate: Any entity that controls, is controlled by or is under
common control with Phoneall Cloud.
Agreement: These terms and conditions and the Service Order
Agreement executed by Customer.
Phoneall Cloud Equipment: Any and all facilities, equipment or devices
provided by Phoneall Cloud or its authorized contractors at the Service
Location(s) that are used to deliver any of the Services including, but
not limited to, all terminals, wires, modems, lines, circuits, ports,
routers, gateways, switches, channel service units, data service
units, cabinets, and racks. Notwithstanding the above, inside
telephone wiring, whether or not installed by Phoneall Cloud, shall not be
considered Phoneall Cloud Equipment.
Confidential Information: All information regarding either party’s
business which has been marked or is otherwise communicated as
being "proprietary" or "confidential." or which reasonably should be
known by the receiving party to be proprietary or confidential
information. Without limiting the generality of the foregoing,
Confidential Information shall include, even if not marked, the
Agreement, all Licensed Software, promotional materials, proposals,
quotes, rate information, discount information, subscriber
information, network upgrade information and schedules, network
operation information (including without limitation information
about outages and planned maintenance) and invoices, as well as
the parties’ communications regarding such items.

Customer-Provided Equipment: Any and all facilities, equipment or
devices supplied by Customer for use in connection with the
Services.
Licensed Software: Computer software or code provided by
Phoneall Cloud or required to use the Services, including without
limitation, associated documentation, and all updates thereto.
Party: A reference to Phoneall Cloud or the Customer; and in the plural, a
reference to both companies.
Service(s): The Internet, Toll Free Trunk and Voice services provided
by Phoneall Cloud to Customer described in one or more Service Order(s).
All Services are for commercial use only, except as otherwise
expressly permitted herein.
Service Commencement Date: The date(s) on which Phoneall Cloud first
makes Service available for use by Customer. A single Service Order
containing multiple Service Locations or Services may have multiple
Service Commencement Dates.
Service Order: A request for Phoneall Cloud to provide the Services to
Service Location(s) submitted by Customer to Phoneall Cloud (a) on a
then-current Phoneall Cloud form designated for that purpose or (b) if
available, through a Phoneall Cloud electronic order processing system
designated for that purpose.
Service Order Agreement: The agreement under which all Service
Orders are submitted to Phoneall Cloud.
Service Location(s): The Customer location(s) where Phoneall Cloud
provides the Services.
Service Term: The duration of time (commencing on the Service
Commencement Date) for which Services are ordered, as specified
in a Service Order.
Tariff: A federal or state Phoneall Cloud tariff and the successor
documents of general applicability that replace such tariff in the
event of detariffing.
Termination Charges: Charges that may be imposed by Phoneall Cloud if,
prior to the end of the applicable Service Term (a) Phoneall Cloud
terminates Services for cause or (b) Customer terminates Services
without cause. Termination Charges with respect to each terminated
Service Order shall equal, in addition to all amounts payable by
Customer in accordance with Section 5.3, seventy-five percent (75%)
of the remaining monthly fees that would have been payable by
Customer under the Service Order if the Services described in the
Service Order had been provided until the end of the Service Term.
In the event the Agreement is terminated as herein described during
the initial Service Term, Termination Charges shall also include one

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hundred percent (100%) of any amount paid by Phoneall Cloud in
connection with Custom Installation, as that term is defined in
Section 2.7, for the Services provided by Phoneall Cloud under the Service
Order.

ARTICLE 2. DELIVERY OF SERVICES
2.1 Orders. Customer shall submit to Phoneall Cloud a properly completed
Service Order to initiate Services to a Service Location(s). A Service
Order shall become binding on the parties when (i) it is specifically
accepted by Phoneall Cloud either electronically or in writing, (ii) Phoneall Cloud
begins providing the Services described in the Service Order or (iii)
Phoneall Cloud begins Custom Installation (as defined in Section 2.7) for
delivery of the Services described in the Service Order, whichever is
earlier. When a Service Order becomes effective it shall be deemed
part of, and shall be subject to, the Agreement.
2.2 Speed. Phoneall Cloud makes no representation regarding the speed
of the Internet Service. Actual speeds may vary and are not
guaranteed. Many factors affect speed including, without limitation,
the number of workstations using a single connection.
2.3 Access. Customer, at no cost to Phoneall Cloud, shall secure and
maintain all necessary rights of access to Service Location(s) for
Phoneall Cloud to install and provide the Services, unless Phoneall Cloud has
secured such access prior to this Agreement. In addition, Customer
shall provide an adequate environmentally controlled space and
such electricity as may be required for installation, operation, and
maintenance of the Phoneall Cloud Equipment used to provide the
Services within the Service Location(s). Phoneall Cloud and its employees
and authorized contractors will require free ingress and egress into
and out of the Service Location(s) in connection with the provision
of Services. Upon reasonable notice from Phoneall Cloud, Customer shall
provide all required access to Phoneall Cloud and its authorized personnel.
2.4 Service Commencement Date. Upon installation and connection
of the necessary facilities and equipment to provide the Services, or
in the case of Voice, the day Voice Service is activated, Phoneall Cloud
shall notify Customer that the Services are available for use, and the
date of such notice shall be called the "Service Commencement
Date." Any failure or refusal on the part of Customer to be ready to
receive the Services on the Service Commencement Date shall not
relieve Customer of its obligation to pay applicable Service charges.
2.5 Phoneall Cloud Equipment. Phoneall Cloud Equipment is and shall remain
the property of Phoneall Cloud regardless of where installed within the
Service Location(s), and shall not be considered a fixture or an
addition to the land or the Service Location(s). At any time Phoneall Cloud
may remove or change Phoneall Cloud Equipment in its sole discretion in
connection with providing the Services. Customer shall not move,
rearrange, disconnect, remove, attempt to repair, or otherwise
tamper with any Phoneall Cloud Equipment or permit others to do so, and

shall not use the Phoneall Cloud Equipment for any purpose other than
that authorized by the Agreement. Phoneall Cloud shall maintain Phoneall Cloud
Equipment in good operating condition during the term of this
Agreement; provided, however, that such maintenance shall be at
Phoneall Cloud’s expense only to the extent that it is related to and/or
resulting from the ordinary and proper use of the Phoneall Cloud
Equipment. Customer is responsible for damage to, or loss of,
Phoneall Cloud Equipment caused by its acts or omissions, and its
noncompliance with this Section, or by fire, theft or other casualty at
the Service Location(s), unless caused by the negligence or willful
misconduct of Phoneall Cloud. Customer agrees not to take any action
that would directly or indirectly impair Phoneall Cloud’s title to the
Phoneall Cloud Equipment, or expose Phoneall Cloud to any claim, lien,
encumbrance, or legal process, except as otherwise agreed in
writing by the Parties. Following Phoneall Cloud’s discontinuance of the
Services to the Service Location(s), Phoneall Cloud retains the right to
remove the Phoneall Cloud Equipment including, but not limited to, that
portion of the Phoneall Cloud Equipment located within the Service
Location(s). To the extent Phoneall Cloud removes such Phoneall Cloud
Equipment, it shall be responsible for returning the Service
Location(s) to its prior condition, wear and tear excepted.
2.6 Customer-Provided Equipment. Phoneall Cloud shall have no
obligation to install, operate, or maintain Customer-Provided
Equipment. Customer alone shall be responsible for providing
maintenance, repair, operation and replacement of all inside
telephone wiring and equipment and facilities on the Customer’s
side of the cable modem, route and/or coaxial input connection. All
Customer-Provided Equipment and wiring that Customer uses in
connection with the Services must be fully compatible with the
Services. Customer shall be responsible for the payment of all
charges for troubleshooting, maintenance or repairs attempted or
performed by Phoneall Cloud’s employees or authorized contractors when
the difficulty or trouble report results from Customer-Provided
Equipment.
2.7 Engineering Review. Each Service Order submitted by Customer
shall be subject to an engineering review by Phoneall Cloud. The
engineering review will determine whether the cable plant must be
extended, built or upgraded in order to provide the ordered Services
at the requested Service Location(s), or whether Service installation
has to be expedited to meet the Customer’s requested Service
Commencement Date ("Custom Installation") . Phoneall Cloud will provide
Customer written notification in the event Service installation at any
Service Location will require an additional one-time installation fee
("Custom Installation Fee"). Customer will have five (5) days from
receipt of such notice to reject the Custom Installation Fee and
terminate, without further liability, the Service Order with respect to
the affected Service Location(s).
2.8 Administrative Web Site. Phoneall Cloud may, at its sole option, make
one or more administrative web sites available to Customer in
connection with Customer’s use of the Services (each an
"Administrative Web Site"). Phoneall Cloud may furnish Customer with

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one or more user identifications and/or passwords for use on the
Administrative Web Site. Customer shall be responsible for the
confidentiality and use of such user identifications and/or passwords
and shall immediately notify Phoneall Cloud if there has been an
unauthorized release, use or other compromise of any user
identification or password. In addition, Customer agrees that its
authorized users shall keep confidential and not distribute any
information or other materials made available by the Administrative
Web Site. Customer shall be solely responsible for all use of the
Administrative Web Site, and Phoneall Cloud shall be entitled to rely on all
Customer uses of and submissions to the Administrative Web Site as
authorized by Customer. Phoneall Cloud shall not be liable for any loss,
cost, expense or other liability arising out of any Customer use of the
Administrative Web Site or any information on the Administrative
Web Site. Phoneall Cloud may change or discontinue the Administrative
Web Site, or Customer’s right to use the Administrative Web Site, at
any time. Additional terms and policies may apply to Customer’s use
of the Administrative Web Site. These terms and policies will be
posted on the site.

ARTICLE 3. CHARGES, BILLING AND PAYMENT
3.1 Charges. Customer shall pay Phoneall Cloud one hundred percent
(100%) of the Custom Installation Fee prior to the installation of
Service. Customer further agrees to pay all charges associated with
the Services, as set forth or referenced in the applicable Service
Order(s) or invoiced by Phoneall Cloud. These charges may include, but are
not limited to installation charges, monthly recurring service
charges, usage charges including without limitation charges for the
use of Phoneall Cloud Equipment, per-call charges, charges for service
calls, maintenance and repair charges, and applicable federal, state,
and local taxes, fees, surcharges and recoupments (however
designated). Some Services such as measured and per-call charges,
(as explained below in the Voice Additional Terms) may be invoiced
after the Service has been provided to Customer. Except as
otherwise indicated herein or on the applicable Service Order(s),
monthly recurring charges for Internet Services shall not increase
during the initial Service Term.
3.2 Third-Party Charges. Customer may incur charges from third
party service providers that are separate and apart from the
amounts charged by Phoneall Cloud. These may include, without
limitation, charges resulting from accessing on-line services, calls to
parties who charge for their telephone based services, purchasing or
subscribing to other offerings via the Internet or interactive options
on Public View Video, Video, or otherwise. Customer agrees that all
such charges, including all applicable taxes, are Customer’s sole
responsibility. In addition, Customer is solely responsible for
protecting the security of credit card information provided to others
in connection with such transactions.

3.3 Payment of Bills. Except as otherwise indicated herein or on the
Service Order(s), Phoneall Cloud will invoice Customer in advance on a
monthly basis for all monthly recurring Service charges and fees
arising under the Agreement. All other charges will be billed monthly
in arrears. Customer shall make payment to Phoneall Cloud for all invoiced
amounts within thirty (30) days after the date of the invoice. Any
amounts not paid to Phoneall Cloud within such period will be considered
past due. If a Service Commencement Date is not the first day of a
billing period, Customer’s next monthly invoice shall include a pro-
rated charge for the Services, from the date of installation to the
first day of the new billing. In certain cases, Phoneall Cloud may agree to
provide billing services on behalf of third parties, as the agent of the
third party. Any such third-party charges shall be payable pursuant
to any contract or other arrangement between Customer and the
third party. Phoneall Cloud shall not be responsible for any dispute
regarding these charges between Customer and such third party.
Customer must address all such disputes directly with the third
party.
3.4 Partial Payment. Partial payment of any bill will be applied to
the Customer’s outstanding charges in the amounts and proportions
as solely determined by Phoneall Cloud. No acceptance of partial
payment(s) by Phoneall Cloud shall constitute a waiver of any rights to
collect the full balance owed under the Agreement.
3.5 Payment by Credit Card. Upon Customer’s written request and
Phoneall Cloud’s acceptance of such request, Phoneall Cloud will accept certain
credit card payments for charges generated under the Agreement.
By providing Phoneall Cloud with a credit card number, Customer
authorizes Phoneall Cloud to charge the card for all charges generated
under this Agreement, until (i) this Agreement is terminated or (ii)
Customer provides sixty (60) days prior notice that Phoneall Cloud stop
charging the credit card. Customer agrees to provide Phoneall Cloud with
updated credit card or alternate payment information on a timely
basis prior to the expiration or termination of the credit card on file
or in the event that Customer’s credit card limit is or will be
insufficient to cover payment. If Phoneall Cloud is unable to charge
Customer's credit card for any reason, Customer agrees to pay all
amounts due, including any late payment charges or bank charges,
upon demand by Phoneall Cloud. Phoneall Cloud may limit the option to pay by
credit card to specific Services or may discontinue acceptance of
credit card payments in whole or in part upon thirty (30) days prior
notice to Customer.
3.6 Credit Approval and Deposits. Initial and ongoing delivery of
Services may be subject to credit approval. Customer shall provide
Phoneall Cloud with credit information requested by Phoneall Cloud. Customer
authorizes Phoneall Cloud to make inquiries and to receive information
about Customer’s credit history from others and to enter this
information in Customer’s records. Customer represents and
warrants that all credit information that it provides to Phoneall Cloud will
be true and correct. Phoneall Cloud, in its sole discretion, may deny the
Services based upon an unsatisfactory credit history. Additionally,
subject to applicable regulations, Phoneall Cloud may require Customer to

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make a deposit (in an amount not to exceed an estimated two-
month's charge for the Services) as a condition to Phoneall Cloud’s
provision of the Services, or as a condition to Phoneall Cloud’s
continuation of the Services. The deposit will not, unless explicitly
required by law, bear interest and shall be held by Phoneall Cloud as
security for payment of Customer's charges. If the provision of
Service to Customer is terminated, or if Phoneall Cloud determines in its
sole discretion that such deposit is no longer necessary, then the
amount of the deposit will be credited to Customer's account or will
be refunded to Customer, as determined by Phoneall Cloud.
3.7 Taxes and Fees. Customer shall be responsible for the payment
of any and all applicable local, state, and federal taxes or fees
(however designated). Customer will be responsible to pay any
Service fees, payment obligations and taxes that become applicable
retroactively.
3.8 Other Government-Related Costs and Fees. Phoneall Cloud reserves
the right to invoice Customer for any fees or payment obligations in
connection with the Services imposed by governmental or quasi-
governmental bodies in connection with the sale, installation, use,
or provision of the Services, including, without limitation, applicable
franchise fees (if any), regardless of whether Phoneall Cloud or its
Affiliates pay the taxes directly or are required by an order, rule, or
regulation of a taxing jurisdiction to collect them from Customer..
These obligations may include those imposed on Phoneall Cloud or its
affiliates by an order, rule, or regulation of a regulatory body or a
court of competent jurisdiction, as well as those that Phoneall Cloud or its
affiliates are required to collect from the Customer or to pay to
others in support of statutory or regulatory programs. For example,
Voice customers are charged a monthly regulatory recovery fee to
help defray Phoneall Cloud’s contributions to municipal, state, and federal
programs including, without limitation, universal service, telecom
relay services for the visually/hearing impaired, and 911/E911
programs and infrastructure. This regulatory recovery fee is not a
tax, and it is not government-mandated. Taxes and other
government-related fees and surcharges may be changed with or
without notice,
3.9 Disputed Invoice. If Customer disputes any portion of an invoice,
Customer must pay the undisputed portion of the invoice and
submit a written claim, including all documentation substantiating
Customer’s claim, to Phoneall Cloud for the disputed amount of the
invoice by the invoice due date. The Parties shall negotiate in good
faith to resolve the dispute. However, should the parties fail to
mutually resolve the dispute within sixty (60) days after the dispute
was submitted to Phoneall Cloud, all disputed amounts shall become
immediately due and payable to Phoneall Cloud.
3.10 Past-Due Amounts. Any undisputed payment not made when
due will be subject to a reasonable late charge not to exceed the
highest rate allowed by law on the unpaid invoice. If Customer’s
account is delinquent, Phoneall Cloud may refer the account to a
collection agency or attorney that may pursue collection of the past

due amount and/or any Phoneall Cloud Equipment that Customer fails to
return in accordance with the Agreement. If Phoneall Cloud is required to
use a collection agency or attorney to collect any amount owed by
Customer or any unreturned Phoneall Cloud Equipment, Customer agrees
to pay all reasonable costs of collection or other action. The
remedies set forth herein are in addition to and not in limitation of
any other rights and remedies available to Phoneall Cloud under the
Agreement or at law or in equity.
3.11 Rejected Payments. Except to the extent otherwise prohibited
by law, Customer will be assessed a service charge up to the full
amount permitted under applicable law for any check or other
instrument used to pay for the Services that has been rejected by
the bank or other financial institution.
3.12 Fraudulent Use of Services. Customer is responsible for all
charges attributable to Customer with respect to the Services, even
if incurred as the result of fraudulent or unauthorized use of the
Services. Phoneall Cloud may, but is not obligated to, detect or report
unauthorized or fraudulent use of Services to Customer. Phoneall Cloud
reserves the right to restrict, suspend or discontinue providing any
Service in the event of fraudulent use by Customer.

ARTICLE 4. TERM
4.1 Agreement Term. This Agreement shall terminate upon the
expiration or other termination of the final existing Service Order
entered into under this Agreement. The term of a Service Order shall
commence on the Service Commencement Date and shall terminate
at the end of the stated Service Term of such Service. Unless
otherwise stated in these terms and conditions, if a Service Order
does not specify a term of service, the Service Term shall be one (1)
year from the Service Commencement Date.
4.2 Service Order Renewal. Upon the expiration of the Service Term,
this Agreement and each applicable Service Order shall
automatically renew for successive periods of one (1) year each
("Renewal Term(s)"), unless otherwise stated in these terms and
conditions or prior notice of non-renewal is delivered by either Party
to the other at least thirty (30) days before the expiration of the
Service Term or the then current Renewal Term, or in the case of
Louisiana Customers, notice of non-renewal is delivered to Phoneall Cloud
within thirty (30) days following the expiration of the Service Term
or the then current Renewal Term. Except as otherwise identified in
the Agreement, at any time during initial Service Term and from
time to time thereafter, Phoneall Cloud may increase the charges for Voice
Services subject to thirty (30) days prior notice to Customer.
Effective at any time after the end of the initial Service Term and
from time to time thereafter, Phoneall Cloud may modify the charges for
Internet Services subject to thirty (30) days prior notice to Customer.
Customer will have thirty (30) days from receipt of such notice to
cancel the applicable Service without further liability. Should

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Customer fail to cancel within this timeframe, Customer will be
deemed to have accepted the modified Service pricing.

ARTICLE 5. TERMINATION OF AGREEMENT AND/OR A SALES ORDER
5.1 Termination for Convenience. Notwithstanding any other term
or provision in this Agreement, Customer shall have the right to
terminate a Service Order, or this Agreement in whole or part, at
any time during the Service Term upon sixty (60) days prior notice to
Phoneall Cloud, and subject to payment to Phoneall Cloud of all outstanding
amounts due for the Services, any and all applicable Termination
Charges, and the return of any and all Phoneall Cloud Equipment.
5.2 Termination for Cause.
(a) If Customer is in breach of a payment obligation (including failure
to pay a required deposit), and fails to make payment in full within
ten (10) days after receipt of notice of default, or has failed to make
payments of all undisputed charges on or before the due date on
three (3) or more occasions during any twelve (12) month period,
Phoneall Cloud may, at its option, terminate this Agreement, terminate
the affected Service Orders, suspend Service under the affected
Service Orders, and/or require a deposit, advance payment, or other
satisfactory assurances in connection with any or all Service Orders
as a condition of continuing to provide the Services. However,
Phoneall Cloud will not take any such action as a result of Customer’s non-
payment of a charge that is the subject of a timely billing dispute,
unless the parties have reviewed the dispute and determined in
good faith that the charge is correct.
(b) If either party breaches any material term of this Agreement and
the breach continues without remedy for thirty (30) days after
notice of default, the non-defaulting party may terminate for cause
any Service Order materially affected by the breach.
(c) A Service Order may be terminated by either party immediately
upon notice if the other party has become insolvent or involved in
liquidation or termination of its business, or adjudicated bankrupt,
or been involved in an assignment for the benefit of its creditors.
(d) Termination by either party of a Service Order does not waive
any other rights or remedies that it may have under this Agreement.
5.3 Effect of Expiration or Termination of the Agreement or a
Service Order. Upon the expiration or termination of a Service Order
for any reason: (i) Phoneall Cloud may disconnect the applicable Service;
(ii) Phoneall Cloud may delete all applicable data, files, electronic
messages, voicemail or other information stored on Phoneall Cloud’s
servers or systems; (iii) if Customer has terminated the Service Order
prior to the expiration of the Service Term for convenience, or if
Phoneall Cloud has terminated the Service Order prior to the expiration of
the Service Term as a result of material breach by Customer,
Phoneall Cloud may assess and collect from Customer applicable

Termination Charges; (iv) Customer shall, permit Phoneall Cloud access to
retrieve from the applicable Service Locations any and all Phoneall Cloud
Equipment (however, if Customer fails to permit access, or if the
retrieved Phoneall Cloud Equipment has been damaged and/or destroyed
other than by Phoneall Cloud or its agents, normal wear and tear
excepted, Phoneall Cloud may invoice Customer for the full replacement
cost of the relevant Phoneall Cloud Equipment, or in the event of minor
damage to the retrieved Phoneall Cloud Equipment, the cost of repair,
which amounts shall be immediately due and payable); and (v) if
used in conjunction with the terminated Service, Customer’s right to
use applicable Licensed Software shall automatically terminate, and
Customer shall be obligated to return the Licensed Software to
Phoneall Cloud.
5.4 Regulatory and Legal Changes. The parties acknowledge that the
respective rights and obligations of each party as set forth in this
Agreement upon its execution are based on law and the regulatory
environment as it exists on the date of execution of this Agreement.
Phoneall Cloud may, in its sole discretion, immediately terminate this
Agreement, in whole or in part, in the event there is a material
change in any law, rule, regulation, Force Majeure event, or
judgment of any court or government agency, and that change
affects Phoneall Cloud’s ability to provide the Services herein.

ARTICLE 6. LIMITATION OF LIABILITY; DISCLAIMER OF
WARRANTIES; WARNINGS
6.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND
INCLUDING BUT NOT LIMITED TO ANY LOSS REVENUE, LOSS OF USE,
LOSS OF BUSINESS OR LOSS OF PROFIT, WHETHER SUCH ALLEGED
LIABILITY ARISES IN CONTRACT OR TORT, PROVIDED, HOWEVER,
THAT NOTHING HEREIN IS INTENDED TO LIMIT CUSTOMER’S
LIABILITY FOR AMOUNTS OWED FOR THE SERVICES, FOR ANY
EQUIPMENT OR SOFTWARE PROVIDED BY Phoneall Cloud OR FOR EARLY
TERMINATION CHARGES. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, THE ENTIRE LIABILITY OF Phoneall Cloud
AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS,
SUPPLIERS OR CONTRACTORS ("ASSOCIATED PARTIES") FOR LOSS,
DAMAGES AND CLAIMS ARISING OUT OF THE DELIVERY OF THE
SERVICES INCLUDING, BUT NOT LIMITED TO, DELAY IN THE
INSTALLATION OF SERVICES OR THE PERFORMANCE OR
NONPERFORMANCE OF THE SERVICES OR THE Phoneall Cloud EQUIPMENT
SHALL BE LIMITED TO A SUM EQUIVALENT TO THE APPLICABLE OUT-
OF-SERVICE CREDIT. REMEDIES UNDER THIS AGREEMENT ARE
EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS
AGREEMENT.
6.2 THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE

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AND NON- INFRINGEMENT WITH RESPECT TO THE SERVICES,
Phoneall Cloud EQUIPMENT, OR LICENSED SOFTWARE. ALL SUCH
WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE
MAXIMUM EXTENT ALLOWED BY LAW. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, Phoneall Cloud DOES NOT WARRANT
THAT THE SERVICES, Phoneall Cloud EQUIPMENT, OR LICENSED
SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF
LATENCY OR DELAY, OR THAT THE SERVICES, Phoneall Cloud EQUIPMENT,
OR LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, OR
THAT THE SERVICES, Phoneall Cloud EQUIPMENT, OR LICENSED
SOFTWARE WILL PREVENT UNAUTHORIZED ACCESS BY THIRD
PARTIES.
6.3 Phoneall Cloud MAKES NO WARRANTIES OR REPRESENTATIONS WITH
RESPECT TO THE SERVICES, Phoneall Cloud EQUIPMENT, OR LICENSED
SOFTWARE FOR USE BY THIRD PARTIES.
6.4 IN NO EVENT SHALL Phoneall Cloud, OR ITS ASSOCIATED PARTIES,
SUPPLIERS, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY LOSS,
DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO: (i) STORED,
TRANSMITTED, OR RECORDED DATA, FILES, OR SOFTWARE; (ii) ANY
ACT OR OMISSION OF CUSTOMER, ITS USERS OR THIRD PARTIES; (iii)
INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE
SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES OR
NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; OR (iv)
LOSS OR DESTRUCTION OF ANY CUSTOMER HARDWARE,
SOFTWARE, FILES OR DATA RESULTING FROM ANY VIRUS OR OTHER
HARMFUL FEATURE OR FROM ANY ATTEMPT TO REMOVE IT.
6.5 DISRUPTION OF SERVICE. Phoneall Cloud shall not be liable for any
inconvenience, loss, liability, or damage resulting from any
interruption of the Services, directly or indirectly caused by, or
proximately resulting from, any circumstances, including, but not
limited to, causes attributable to Customer or Customer- Equipment;
inability to obtain access to the Service Locations; loss of use of
poles or other utility facilities; strike; labor dispute; riot or
insurrection; war; explosion; malicious mischief; fire, flood,
lightening, earthquake, wind, ice, extreme weather conditions or
other acts of God; failure or reduction of power; or any court order,
law, act or order of government restricting or prohibiting the
operation or delivery of the Services.
6.6 Customer’s sole and exclusive remedies under this Agreement
are as expressly set forth in this Agreement. Certain of the above
exclusions may not apply if the state in which a Service is provided
does not allow the exclusion or limitation of implied warranties or
does not allow the limitation or exclusion of incidental or
consequential damages. In those states, the liability of Phoneall Cloud and
its affiliates and agents is limited to the maximum extent permitted
by law.

ARTICLE 7. INDEMNIFICATION

7.1 Subject to Article 6, each Party ("Indemnifying Party") will
indemnify and hold harmless the other Party ("Indemnified Party"),
its affiliates, officers, directors, employees, stockholders, partners,
providers, independent contractors and agents from and against any
and all joint or several costs, damages, losses, liabilities, expenses,
judgments, fines, settlements and any other amount of any nature,
including reasonable fees and disbursements of attorneys,
accountants, and experts, arising from any and all claims, demands,
actions, suits, or proceedings whether civil, criminal, administrative,
or investigative (collectively, "Claims") relating to: (i) any Claim of
any third party resulting from the negligence or willful act or
omission of Indemnifying Party arising out of or related to the
Agreement, the obligations hereunder, and uses of Services,
Phoneall Cloud Equipment, and Licensed Software; and (ii) any Claim of
any third party alleging infringement of a U.S. patent or U.S.
copyright arising out of or related to this Agreement, the obligations
hereunder, and the use of Services, Phoneall Cloud Equipment, and
Licensed Software.
7.2 The Indemnifying Party agrees to defend the Indemnified Party
for any loss, injury, liability, claim or demand ("Actions") that is the
subject of Article 7 hereof. The Indemnified Party agrees to notify
the Indemnifying Party promptly, in writing, of any Actions,
threatened or actual, and to cooperate in every reasonable way to
facilitate the defense or settlement of such Actions. The
Indemnifying Party shall assume the defense of any Action with
counsel of its own choosing, but which is reasonably satisfactory to
the Indemnified Party. The Indemnified Party may employ its own
counsel in any such case, and shall pay such counsel’s fees and
expenses. The Indemnifying Party shall have the right to settle any
claim for which indemnification is available; provided, however, that
to the extent that such settlement requires the Indemnified Party to
take or refrain from taking any action or purports to obligate the
Indemnified Party, then the Indemnifying Party shall not settle such
claim without the prior written consent of the Indemnified Party,
which consent shall not be unreasonably withheld, conditioned or
delayed.

ARTICLE 8. SOFTWARE & SERVICES
8.1 License. If and to the extent Customer requires the use of
Licensed Software in order to use the Services supplied under any
Service Order, Customer shall have a personal, nonexclusive,
nontransferable, and limited license to use the Licensed Software in
object code only and solely to the extent necessary to use the
applicable Service during the corresponding Service Term. Customer
may not claim title to, or an ownership interest in, any Licensed
Software (or any derivations or improvements thereto) and
Customer shall execute any documentation reasonably required by
Phoneall Cloud, including, without limitation, end-user license agreements
for the Licensed Software. Phoneall Cloud and its suppliers shall retain
ownership of the Licensed Software, and no rights are granted to

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Customer other than a license to use the Licensed Software under
the terms expressly set forth in this Agreement.
8.2 Restrictions. Customer agrees that it shall not: (i) copy the
Licensed Software (or any upgrades thereto or related written
materials) except for emergency back-up purposes or as permitted
by the express written consent of Phoneall Cloud; (ii) reverse engineer,
decompile, or disassemble the Licensed Software; (iii) sell, lease,
license, or sublicense the Licensed Software; or (iv) create, write, or
develop any derivative software or any other software program
based on the Licensed Software.
8.3 Updates. Customer acknowledges that the use of the Services
may periodically require updates and/or changes to certain Licensed
Software resident in the Phoneall Cloud Equipment or Customer-Provided
Equipment. If Phoneall Cloud has agreed to provide updates and changes,
Phoneall Cloud may perform such updates and changes remotely or on-
site, at Phoneall Cloud’s sole option. Customer hereby consents to, and
shall provide free access for, such updates deemed reasonably
necessary by Phoneall Cloud.
8.4 Ownership of Telephone Numbers and Addresses. Customer
acknowledges that use of the Services does not give it any
ownership or other rights in any telephone number or Internet/on-
line addresses provided, including but not limited to Internet
Protocol ("IP") addresses, e-mail addresses and web addresses.
8.5 Intellectual Property Rights in the Services. Title and intellectual
property rights to the Services are owned by Phoneall Cloud, its agents,
suppliers or affiliates or their licensors or otherwise by the owners of
such material. The copying, redistribution, reselling, bundling or
publication of the Services, in whole or in part, without express prior
written consent from Phoneall Cloud or other owner of such material, is
prohibited.

ARTICLE 9. CONFIDENTIAL INFORMATION AND PRIVACY
9.1 Disclosure and Use. All Confidential Information shall be kept by
the receiving party in strict confidence and shall not be disclosed to
any third party without the disclosing party’s express written
consent. Notwithstanding the foregoing, such information may be
disclosed (i) to the receiving party’s employees, affiliates, and agents
who have a need to know for the purpose of performing this
Agreement, using the Services, rendering the Services, and
marketing related products and services (provided that in all cases
the receiving party shall take appropriate measures prior to
disclosure to its employees, affiliates, and agents to assure against
unauthorized use or disclosure); or (ii) as otherwise authorized by
this Agreement. Each party agrees to treat all Confidential
Information of the other in the same manner as it treats its own
proprietary information, but in no case using a degree of care less
than a reasonable degree of care.

9.2 Exceptions. Notwithstanding the foregoing, each party’s
confidentiality obligations hereunder shall not apply to information
that: (i) is already known to the receiving party without a pre-
existing restriction as to disclosure; (ii) is or becomes publicly
available without fault of the receiving party; (iii) is rightfully
obtained by the receiving party from a third party without
restriction as to disclosure, or is approved for release by written
authorization of the disclosing party; (iv) is developed independently
by the receiving party without use of the disclosing party’s
Confidential Information; or (v) is required to be disclosed by law or
regulation.
9.3 Remedies. Notwithstanding any other Article of this Agreement,
the non-breaching party shall be entitled to seek equitable relief to
protect its interests pursuant to this Article 9, including, but not
limited to, injunctive relief.
9.4 Monitoring. Phoneall Cloud shall have no obligation to monitor
postings or transmissions made in connection with the Services,
however, Customer acknowledges and agrees that Phoneall Cloud and its
agents shall have the right to monitor any such postings and
transmissions from time to time and to use and disclose them in
accordance with this Agreement, and as otherwise required by law
or government request. Phoneall Cloud reserves the right to refuse to
upload, post, publish, transmit or store any information or materials,
in whole or in part, that, in Phoneall Cloud’s sole discretion, is
unacceptable, undesirable or in violation of this Agreement.

ARTICLE 9A: CUSTOMER PRIVACY POLICIES
In addition to the provisions of Article 9, the privacy policy below
applies to Phoneall Cloud’s handling of Customer confidential information.
In the event of a conflict between the provisions of Article 9 and any
provision of the privacy policy below, the applicable provision of the
privacy policy shall prevail in the resolution of the conflict. A copy of
Phoneall Cloud’s privacy policy is available at https://phoneall.net/phoneall-cloud (or any successor URL).
9A.2 Privacy Note Regarding Information Provided to Third Parties:
Phoneall Cloud is not responsible for any information provided by
Customer to third parties, and this information is not subject to the
privacy provisions of this Agreement or the privacy policies.
Customer assumes all privacy and other risks associated with
providing personally identifiable information to third parties via the
Services.

ARTICLE 10. PROHIBITED USES
10.1 Resale. Except as otherwise provided in the General Terms and
Conditions, Customer may not sell, resell, sublease, assign, license,
sublicense, share, provide, or otherwise utilize in conjunction with a
third party (including, without limitation, in any joint venture or as

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part of any outsourcing activity) the Services or any component
thereof.
10.2 Use Policies. Customer agrees to ensure that all uses of the
Phoneall Cloud Equipment and/or the Services installed at its premises
("use") are legal and appropriate. Specifically, Customer agrees to
ensure that all uses by Customer or by any other person ("user"),
whether authorized by Customer or not, comply with all applicable
laws, regulations, and written and electronic instructions for use.
Phoneall Cloud reserves the right to act immediately and without notice to
terminate or suspend the Services and/or to remove from the
Services any information transmitted by or to Customer or users, if
Phoneall Cloud (i) determines that such use or information does not
conform with the requirements set forth in this Agreement, (ii)
determines that such use or information interferes with Phoneall Cloud’s
ability to provide the Services to Customer or others, (iii) reasonably
believes that such use or information may violate any laws,
regulations, or written and electronic instructions for use.
Furthermore, the Services shall be subject to one or more
Acceptable Use Policies ("AUP") that may limit use, or (iv)
reasonably believes that Customer’s use of the Service interferes
with or endangers the health and/or safety of Phoneall Cloud personnel or
third parties. The AUP and other policies concerning the Services are
posted on Phoneall Cloud’s web site(s) at https://phoneall.net/phoneall-cloud (or any successor URL) or on
another web site about which Customer has been notified, and are
incorporated to this Agreement by reference. Phoneall Cloud may update
the use policies from time to time, and such updates shall be
deemed effective seven (7) days after the update is posted online,
with or without actual notice to Customer. Accordingly, Customer
should check the above web addresses (or the applicable successor
URLs) on a regular basis to ensure that its activities conform to the
most current version of the use policies. Phoneall Cloud’s action or
inaction in enforcing acceptable use shall not constitute review or
approval of Customer’s or any other users’ use or information.
10.3 Violation. Any breach of this Article 10 shall be deemed a
material breach of this Agreement. In the event of such material
breach, Phoneall Cloud shall have the right to restrict, suspend, or
terminate immediately any or all Service Orders, without liability on
the part of Phoneall Cloud, and then to notify Customer of the action that
Phoneall Cloud has taken and the reason for such action, in addition to any
and all other rights and remedies under this Agreement.

ARTICLE 11. SERVICE LEVEL AGREEMENTS (SLA)
Phoneall Cloud is committed to providing the highest level of Service to its
Customers. The SLA defines the minimum Service expectations a
Customer may expect from Phoneall Cloud Business Services. The
remedies set forth in the SLA, which can be found on the Phoneall Cloud
website at https://phoneall.net/phoneall-cloud (or any successor URL, "Website"), shall be the
Customer’s sole and exclusive remedy for any Service Interruption in
the Services, outage, unavailability, delay or other degradation in

the Services or any Phoneall Cloud failure to meet the objectives of the
Services.

ARTICLE 12. INSURANCE
12.1 Phoneall Cloud shall maintain during the Initial Term or any Renewal
Term commercial general liability insurance that covers its liability
and obligations hereunder including property damage and personal
injury.
12.2 The liability limits under these policies shall be, at a minimum,
one million ($1,000,000) dollars per occurrence, with a combined
single limit for bodily injury and property damage liability.

ARTICLE 13. MISCELLANEOUS TERMS
13.1 Force Majeure. Neither party shall be liable to the other party
for any delay, failure in performance, loss, or damage to the extent
caused by force majeure conditions such as acts of God, fire,
explosion, power blackout, cable cut, acts of regulatory or
governmental agencies, unavailability of right-of- way, unavailability
of services or materials upon which the Services rely, or other causes
beyond the party’s reasonable control, except that Customer’s
obligation to pay for Services provided shall not be excused.
Changes in economic, business or competitive condition shall not be
considered force majeure events.
13.2 Assignment and Transfer. Neither Party shall assign any right,
obligation or duty, in whole or in part, nor of any other interest
hereunder, without the prior written consent of the other Party,
which shall not be unreasonably withheld. The foregoing
notwithstanding, Phoneall Cloud may assign this Agreement to any
affiliate, related entity, or successor in interest without Customer’s
consent. In addition, Phoneall Cloud may partially assign its rights and
obligations hereunder to any party that acquires from Phoneall Cloud all
or substantially all of the assets of a network(s) in which the Services
is deployed to Customer. All obligations and duties of either Party
under this Agreement shall be binding on all successors in interest
and assigns of such Party.
13.3 Export Law and Regulation. Customer acknowledges that any
products, software, and technical information (including, but not
limited to, services and training) provided pursuant to the
Agreement may be subject to U.S. export laws and regulations, and
any foreign use or transfer of such products, software, and technical
information must be authorized under those regulations. Customer
agrees that it will not use distribute, transfer, or transmit the
products, software, or technical information (even if incorporated
into other products) except in compliance with U.S. export
regulations. If requested by Phoneall Cloud, Customer also agrees to sign

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V. 1 Effective FEB 07 2012
written assurances and other export-related documents as may be
required for Phoneall Cloud to comply with U.S. export regulations.
13.4 Notices. Except as otherwise provided in this Agreement, any
notices or other communications contemplated or required under
this Agreement, in order to be valid, shall be in writing and shall be
given via personal delivery, overnight courier, or via U.S. Certified
Mail, Return Receipt Requested. Notices to Customer shall be sent
to the Customer billing address; notices to Phoneall Cloud shall be sent to
2047 Drescher street, San Diego, CA 92111, Attn: Director of Business Customer Operations, with an
email copy to: support@phoneall.net Attn.: Senior Vice President & General
Counsel. All such notices shall be deemed given and effective on the
day when delivered by overnight delivery service or certified mail.
13.5 Entire Understanding. The Agreement constitutes the entire
understanding of the parties related to the subject matter hereof.
The Agreement supersedes all prior agreements, proposals,
representations, statements, or understandings, whether written or
oral, concerning the Services or the parties’ rights or obligations
relating to the Services. Any prior representations, promises,
inducements, or statements of intent regarding the Services that are
not expressly provided for in this Agreement are of no effect. Terms
or conditions contained in any purchase order, or restrictive
endorsements or other statements on any form of payment, shall be
void and of no force or effect. Only specifically authorized
representatives of Phoneall Cloud may make modifications to this
Agreement or this Agreement’s form. No modification to the form or
this Agreement made by a representative of Phoneall Cloud who has not
been specifically authorized to make such modifications shall be
binding upon Phoneall Cloud. No subsequent agreement among the
parties concerning the Services shall be effective or binding unless it
is executed in writing by authorized representatives of both parties.
13.6 Tariffs. Notwithstanding anything to the contrary in the
Agreement, Phoneall Cloud may elect or be required to file tariffs with
regulatory agencies for certain Services. In such event, the terms set
forth in the Agreement may, under applicable law, be superseded by
the terms and conditions of the Tariffs. Without limiting the
generality of the foregoing, in the event of any inconsistency with
respect to rates, the rates and other terms set forth in the applicable
Sales Order shall be treated as individual case based arrangements
to the maximum extent permitted by law, and Phoneall Cloud shall take
such steps as are required by law to make the rates and other terms
enforceable. If Phoneall Cloud voluntarily or involuntarily cancels or
withdraws a Tariff under which a Service is provided to Customer,
the Service will thereafter be provided pursuant to the Agreement
and the terms and conditions contained in the Tariff immediately
prior to its cancellation or withdrawal. In the event that Phoneall Cloud is
required by a governmental authority to modify a Tariff under which
Service is provided to Customer in a manner that is material and
adverse to either party, the affected party may terminate the
applicable Sales Order upon a minimum thirty (30) days’ prior
written notice to the other party, without further liability.

13.7 Construction. In the event that any portion of this Agreement is
held to be invalid or unenforceable, the parties shall replace the
invalid or unenforceable portion with another provision that, as
nearly as possible, reflects the original intention of the parties, and
the remainder of this Agreement shall remain in full force and effect.
13.8 Survival. The rights and obligations of either party that by their
nature would continue beyond the expiration or termination of this
Agreement or any Service Order, including without limitation
representations and warranties, indemnifications, and limitations of
liability, shall survive termination or expiration of this Agreement or
any Service Order.
13.9 Choice of Law. The domestic law of the state Wyoming shall
govern the construction, interpretation, and performance of this
Agreement, except to the extent superseded by federal law.
13.10 No Third Party Beneficiaries. This Agreement does not
expressly or implicitly provide any third party (including users) with
any remedy, claim, liability, reimbursement, cause of action, or
other right or privilege.
13.11 No Waiver. No failure by either party to enforce any rights
hereunder shall constitute a waiver of such right(s).
13.12 Independent Contractors. The Parties to this Agreement are
independent contractors. Neither Party is an agent, representative,
or partner of the other Party. Neither Party shall have any right,
power, or authority to enter into any agreement for, or on behalf of,
or incur any obligation or liability of, or to otherwise bind, the other
Party. This Agreement shall not be interpreted or construed to
create an association, agency, joint venture, or partnership between
the Parties or to impose any liability attributable to such a
relationship upon either Party.
13.13 Article Headings. The article headings used herein are for
reference only and shall not limit or control any term or provision of
this Agreement or the interpretation or construction thereof.
13.14 Compliance with Laws. Each of the Parties agrees to comply
with all applicable local, state and federal laws and regulations and
ordinances in the performance of its respective obligations under
this Agreement.

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ADDITIONAL TERMS APPLICABLE TO INTERNET SERVICES
In addition to Articles 1 through 13 above, Articles 14 and 15A are
specifically applicable to Internet Service:
ARTICLE 14: WEB HOSTING. If Customer submits a Service Order(s)
for web hosting services, the following terms shall also apply:

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V. 1 Effective FEB 07 2012
14.1 Authorization. By using the Services to publish, transmit or
distribute material or content, Customer (i) warrants that the
material or content complies with the provisions of the Agreement,
(ii) authorizes Phoneall Cloud, its agents and affiliates to reproduce,
publish, distribute, and display such content worldwide and (iii)
warrants that Customer has the right to provide such authorization.
Customer acknowledges that material posted or transmitted using
the Services may be copied, republished or distributed by third
parties, and agrees to indemnify, defend and hold harmless
Phoneall Cloud, its agents and affiliates for any harm resulting from such
actions.
14.2 Web Site Content. If applicable, Phoneall Cloud will host Customer’s
web site in a data center in accordance with Phoneall Cloud’s then-current
published specifications, including, without limitation, storage levels
("Customer Web Site"). Ownership of all graphics, text, or other
information or content materials supplied or furnished by Customer
for incorporation into or delivery through a Customer Web Site shall
remain with Customer (or the party that supplied such materials to
Customer). Ownership of any software developed or modified by
Phoneall Cloud and all graphics, text, or other information or content
materials supplied or furnished by Phoneall Cloud for incorporation into a
Customer Web Site shall remain with Phoneall Cloud (or the party that
supplied such materials to Phoneall Cloud). Customer agrees that Phoneall Cloud
has no proprietary, financial, or other interest in Customer's goods
or services that may be described in or offered through a Customer
Web Site, and that Customer is solely responsible for content
quality, performance, and all other aspects of its goods or services
and the information or other content contained in or provided
through a Customer Web Site. Customer assumes all responsibility
for use by others of the Customer Web Site (including commercial
transactions, whether completed or not).
14.3 Web Site Backup and Restoration. Customer acknowledges
and agrees that (i) it is responsible for developing and maintaining
procedures (apart from the Services) to protect the Customer
content, including, without limitation, making appropriate backup
copies of the Customer content as may be necessary for
reconstruction of any data, files, informational materials, or
electronic messages; and (ii) Phoneall Cloud is not responsible for backup
and restoration of Customer Content.
ARTICLE 14A: PROVISION OF SERVICE/USE. Subject to the terms and
conditions herein, Internet Services are intended for commercial use
only. Customer is prohibited from reselling Hospitality Internet
Services, except that Customer may use such Services to provide
internet service to its short-term lodging accommodation end users.
Phoneall Cloud shall provide Hospitality Internet Service to a demarcation
point at the Service Location. Customer shall be responsible for any
and all facilities, equipment and/or devices required to use
Hospitality Internet Services on the customer-side of the
demarcation point.

ARTICLE 15. DOMAIN NAME REGISTRATION. If Customer submits a
Service Order(s) for domain name registration services, the following
terms shall also apply:
15.1 Registration. At the request of Customer, Phoneall Cloud will use
commercially reasonable efforts to facilitate the registration of the
Customer internet domain name ("Customer Domain Name") with a
domain name registration service of Phoneall Cloud’s choosing, but only to
the extent that Customer provides Phoneall Cloud with all necessary
information relevant to such registration. The domain name
registration service will invoice Customer directly for all applicable
registration fees, maintenance fees, and other applicable fees
related thereto. Customer hereby acknowledges that Customer is
entirely responsible for the payment of any and all such fees.
Phoneall Cloud does not represent that the Customer Domain Name will
be available on an initial or ongoing basis. Further, Customer
acknowledges that Customer, not Phoneall Cloud, has ownership, control,
and use of the Customer Domain Name. Further, Customer hereby
agrees now and forever to release and to hold harmless Phoneall Cloud, its
employees, affiliates, agents, and contractors, from any and all
losses, damages, rights, claims, and actions with respect to, or in any
way arising from, the domain name registration service’s removal of
allocation or support for the Customer Domain Name. Should
Customer require modification of the Customer Domain Name or
additional related services, additional charges may apply from the
relevant registration service and from Phoneall Cloud for setup of the
modification or addition.
15.2 Sub-Domain Name. Should Customer be unable to register a
unique domain name, Phoneall Cloud may grant upon Customer request
and only for the term of the Service Order providing for such service,
the limited, personal, and non- transferable right to specify and
append a sub-domain name to Phoneall Cloud’s prescribed domain name,
for the sole purpose of uniquely identifying Customer’s e-mail
address. Phoneall Cloud does not represent that Customer’s selected sub-
domain name will be available. Customer receives no right to
Phoneall Cloud’s domain name other that as specifically stated in this
Article 15. Upon the termination of the applicable Service Order,
Customer shall surrender all rights, privileges and interest in and to
the sub- domain name and Phoneall Cloud’s domain name.

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ADDITIONAL TERMS APPLICABLE TO VOICE SERVICES AND
HOSPITALITY VOICE SERVICES
In addition to provisions 1 THROUGH 13 above, the following
Articles 16 through 20 are specifically applicable to Voice Services.
ARTICLE 16: USAGE BILLING
16.1 Voice Service calling plans billed as a flat monthly fee may not
include certain call types. These excluded call types will instead be

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charged on a per-call basis (e.g., operator services) or a measured
basis (e.g., international calls). Generally, for billing purposes, a
measured call begins when the call is answered by the called party
or an automated answering device (such as an answering machine
or fax machine); it ends when one of the parties disconnects the call.
16.2 Except as otherwise provided in these General Terms and
Conditions, Voice Service measured calls are recorded in whole
minutes, with partial minutes rounded up to the next whole minute.
If the computed charge for a measured call or for taxes or
surcharges includes a fraction of a cent, the fraction is rounded up to
the nearest whole cent.
16.3 Notwithstanding anything to the contrary in this Agreement,
some providers (e.g., those involved in calls to foreign countries)
charge for a completed call when the called party’s line rings or after
a certain number of rings. If such a provider charges Phoneall Cloud or its
Associated Parties, as if such a call were answered by the called
party, Phoneall Cloud will charge Customer for a completed call. Voice
Service, including Hospitality Voice Service, pricing lists and fees can
be found at https://phoneall.net/phoneall-cloud.

ARTICLE 17: USE POLICY
17.1 Additional Use Restrictions. Except as otherwise provided in
the General Terms and Conditions, Voice Service may only be used
at Service Location(s) where such service is installed by Phoneall Cloud.
Customer understands and acknowledges that if Customer attempts
to install or use the Phoneall Cloud Equipment or Voice Service at another
location, Voice Service, including but not limited to 911/E911, may
fail to function or may function improperly. It will be considered a
material violation of this Agreement if Customer moves Voice
Service to another location without first notifying Phoneall Cloud.
Customer expressly agrees not to use Voice Service for auto-dialing,
continuous or extensive call forwarding, telemarketing, fax
broadcasting or fax blasting, or for any other use that results in
excessive usage inconsistent with standard commercial calling
patterns. If Phoneall Cloud determines, in its sole discretion, that
Customer’s use of Voice Service is excessive or in violation of this
Agreement, Phoneall Cloud reserves the right, among other things, to
terminate or modify Voice Service immediately and without notice.
ARTICLE 17A: SERVICE LIMITATION
17A.1 Disruption of Service. Customer acknowledges and
understands that Voice Service will not be available for use under
certain circumstances, including without limitation when the
network or facilities are not operating or if normal electrical power
to the MTA, ATA or ALG is interrupted and such equipment does not
have a functioning backup. Customer also understands and
acknowledges that the performance of the battery backup is not
guaranteed. If the battery backup does not provide power, Voice

Services will not function until normal power is restored. Customer
also understands that certain online features of Voice Service, where
such features are available, will not be available under certain
circumstances, including but not limited to the interruption of the
Internet connection.
17A.2 Provision of Service. Subject to the terms and conditions
herein, Voice Services are intended for commercial use only.

ARTICLE 18: LIMITATIONS OF 911/E911
18.1 Limitations. Voice Services includes a 911/ Enhanced 911
function ("911/E911") that may differ from the 911 or Enhanced 911
function furnished by other providers. As such, it may have certain
limitations. CUSTOMER ACKNOWLEDGES AND ACCEPTS ANY
LIMITATIONS OF 911/E911.
18.2 Correct Address. In order for Customer’s 911/E911 calls to be
properly directed to emergency services, Phoneall Cloud must have
Customer’s correct Service Location address. If Customer moves
Voice Service to a different Service Location without Phoneall Cloud’s
approval, 911/E911 calls may be directed to the wrong emergency
authority, may transmit the wrong Service Location address, and/or
Voice Service (including 911/E911) may fail altogether. Therefore,
Customer must contact Phoneall Cloud at least five (5) days before moving
Voice Service to a new Service Location. All changes in Service
Location require Phoneall Cloud’s prior approval.
18.3 Service Interruptions. Customer acknowledges and
understands that certain Voice Service uses the electrical power in
Customer’s Service Location. If there is an electrical power outage,
911 calling may be interrupted if the battery backup in the
associated MTA, ALA or ALG is not installed, fails, or is exhausted
after several hours. Furthermore, calls, including calls to 911/E911,
may not be completed if Customer exceeds its Voice Service and
equipment configuration calling capacity or if there is a problem
with network facilities, including network congestion,
network/equipment/power failure, or another technical problem.
18.4 Suspension and Termination by Phoneall Cloud. Customer
understands and acknowledges that Voice Service, including
911/E911, as well as all online features of Voice Service, where
Phoneall Cloud make these features available, will be disabled if
Customer’s account is suspended or terminated.
18.5 LIMITATION OF LIABILITY AND INDEMNIFICATION. CUSTOMER
ACKNOWLEDGES AND AGREES THAT NEITHER Phoneall Cloud NOR ITS
ASSOCIATED PARTIES WILL BE LIABLE FOR ANY VOICE SERVICE
OUTAGE, INABILITY TO DIAL 911 USING THE SERVICES, AND/OR
INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL. CUSTOMER
AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Phoneall Cloud
AND ITS ASSOCIATED PARTIES FROM ANY AND ALL CLAIMS, LOSSES,
DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING

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V. 1 Effective FEB 07 2012
BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) BY, OR ON
BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE
VOICE SERVICES RELATING TO THE FAILURE OR OUTAGE OF THE
SERVICES, INCLUDING THOSE RELATED TO 911/E911.

ARTICLE 19: VOICE EQUIPMENT REQUIREMENTS
19.1 MTA. To use Voice Service, Customer will need a multimedia
terminal adapter ("MTA"), application layer gateway ("ALG"), analog
telephone adapter ("ATA") or other adapter device. Customer can
lease an MTA from Phoneall Cloud, in which case it will be Phoneall Cloud
Equipment. Or, in some areas, Phoneall Cloud may permit Customer to use
Voice Service with an MTA that Customer has purchased, in which
case the MTA will be Customer Equipment. Customer agrees to keep
the MTA plugged into a working electrical power outlet at all times.
19.2 Incompatible Equipment and Services. Customer
acknowledges and understands Voice Service may not support or be
compatible with:
(a) Non-recommended configurations including but not limited to
MTAs, ATAs or ALGs not currently certified by Phoneall Cloud as
compatible with Voice Service;
(b) Certain non-voice communications equipment, including certain
makes or models of alarm and security systems, certain medical
monitoring devices, certain fax machines, and certain "dial-up"
modems;
(c) Rotary-dial phone handsets, pulse-dial phone handsets, and
models of other voice-related communications equipment such as
certain private branch exchange (PBX) equipment, answering
machines, and traditional Caller ID units;
(d) Casual/dial around (10-10) calling; 976, 900, 700, or 500 number
calling;
(e) 311, 511, or other x11 calling (other than 411 and 911); and
(f) Other call types not expressly set forth in Phoneall Cloud’s product
literature (e.g., outbound shore-to-ship calling).

ARTICLE 20: ADDITIONAL LIMITATIONS ON Phoneall Cloud’S LIABILITY
FOR VOICE SERVICE
20.1 Limitations on Phoneall Cloud’s Liability for Directories and
Directory Assistance for Voice Service Customers. THESE
LIMITATIONS SHALL APPLY WHERE Phoneall Cloud MAKES AVAILABLE AN
OPTION TO LIST CUSTOMER’S NAME, ADDRESS, AND/OR
TELEPHONE NUMBER IN A PUBLISHED DIRECTORY OR DIRECTORY
ASSISTANCE DATABASE, AND ONE OR MORE OF THE FOLLOWING
CONDITIONS OCCURS: (i) CUSTOMER REQUESTS THAT CUSTOMER’S

NAME, ADDRESS AND/OR PHONE NUMBER BE OMITTED FROM A
DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, BUT THAT
INFORMATION IS INCLUDED IN EITHER OR BOTH; (ii) CUSTOMER
REQUESTS THAT CUSTOMER’S NAME, ADDRESS AND/OR PHONE
NUMBER BE INCLUDED IN A DIRECTORY OR DIRECTORY ASSISTANCE
DATABASE, BUT THAT INFORMATION IS OMITTED FROM EITHER OR
BOTH; OR (iii) THE PUBLISHED OR LISTED INFORMATION FOR
CUSTOMER’S ACCOUNT CONTAINS MATERIAL ERRORS OR
OMISSIONS. IF ANY OF THESE CONDITIONS PERTAIN, THEN THE
AGGREGATE LIABILITY OF Phoneall Cloud AND ITS ASSOCIATED PARTIES
SHALL NOT EXCEED THE MONTHLY CHARGES, IF ANY, WHICH
CUSTOMER HAS ACTUALLY PAID TO Phoneall Cloud TO LIST, PUBLISH, NOT
LIST, OR NOT PUBLISH THE INFORMATION FOR THE AFFECTED
PERIOD. CUSTOMER SHALL HOLD HARMLESS Phoneall Cloud AND ITS
ASSOCIATED PARTIES AGAINST ANY AND ALL CLAIMS FOR DAMAGES
CAUSED OR CLAIMED TO HAVE BEEN CAUSED, DIRECTLY OR
INDIRECTLY, BY THE ERRORS AND OMISSIONS REFERENCED ABOVE.
FURTHERMORE, IF Phoneall Cloud MAKES AVAILABLE DIRECTORY
ADVERTISING SERVICES, NEITHER Phoneall Cloud NOR ANY OF ITS
ASSOCIATED PARTIES WILL BE LIABLE FOR ANY ACTS, ERRORS, OR
OMISSIONS RELATED TO SUCH DIRECTORY ADVERTISING.
20.2 CUSTOMER INFORMATION. Phoneall Cloud and its suppliers reserve
the right both during the term of this Agreement and upon its
termination to delete Customer’s voicemail, call detail, data, files, or
other information that is stored on Phoneall Cloud’s or its suppliers’
servers or systems, in accordance with our storage policies.
Customer understands and acknowledges that Phoneall Cloud shall have
no liability whatsoever as a result of the loss or removal of any such
voicemail, call detail, data, files, or other information.

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ARTICLE 20A: ADDITIONAL TERMS APPLICABLE TO TOLL FREE
SERVICES
In addition to Articles 1 THROUGH 13 and Articles 17 THROUGH 20,
the following Article 20A is specifically applicable to Toll Free
Services offered by Phoneall Cloud:
20A.1 Limitation. Subject to service availability, Customer may order
Toll Free Services. Toll Free Services are not intended for residential
use. In order to purchase and retain Toll Free Service with Phoneall Cloud,
Customer must have Voice Services, and must map each Toll Free
telephone number ("TFN") to a Voice Service telephone number
("Associated TN"). If Customer terminates an Associated TN at any
time during the Toll Free Services term, Customer must
immediately: (1) map the applicable TFN to another Digital Voice
telephone number on Customer’s Phoneall Cloud account, (2) purchase a
new Digital Voice telephone number to map to the TFN, (3) port out
the TFN to another toll free carrier; or (4) disconnect the TFN. If
Customer fails to take immediate action as indicated above,

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V. 1 Effective FEB 07 2012
Phoneall Cloud will disconnect the TFN. Phoneall Cloud shall have no liability for
loss of Toll Free Services which results from Customer failing to take
immediate action as indicated above.
20A.2 Term and Termination. Toll Free Services are offered on a
month to month basis. Customer shall have the right to terminate
Toll Free Services, at any time, for any reason, upon thirty (30) days
prior notice to Phoneall Cloud, subject to payment of all outstanding
amounts due for the Toll Free Services and the return of any and all
Phoneall Cloud Equipment. Termination of Toll Free Services is not subject
to Termination Charges. Toll Free Services will terminate
simultaneously with Customer’s Voice Services.
20A.3 Authorization. When ordering Toll Free Service, as set forth
or referenced in each applicable Service Order Customer authorizes
Phoneall Cloud to act as its agent in initiating and provisioning such Toll
Free Service.
20A.4. Toll Free Charges
(a) Prices. Toll Free Service is subject to the toll free pricing
identified in the applicable Service Order, or if none stated, subject
to the pricing lists and fees found at https://phoneall.net/phoneall-cloud.
(b) Billing Increments. Unless otherwise stated in a Service Order,
usage-based charges will be billed on either a per-minute or per-
message basis. Service calls invoiced on a per-minute basis will have
an initial minimum call duration of one (1) minute, subsequent
intervals of one (1) minute each, and will be billed by rounding to
the next whole minute.
(c) Rounding of Charges. Phoneall Cloud reserves the right to round up
any and all invoice amounts to the nearest one (1) cent.
(d) Provision of Service. Subject to the terms and conditions herein,
Toll Free Services are intended for commercial use only.

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ARTICLE 20B: ADDITIONAL TERMS APPLICABLE TO TRUNK SERVICES
In addition to provisions 1 THROUGH 13 and Articles 17, 19 AND 20
above, the following Article 20B is specifically applicable to Trunk
Services offered by Phoneall Cloud:
20B.1 Limitation. Subject to service availability, Customer may order
Trunk Services. Trunk Services are not intended for residential use.
20B.2 911 Notice for Trunk Services. Customer expressly
acknowledges and agrees that it has reviewed, understands, and
agrees to the terms set forth below.
(a) Customer action is essential to the protection of its employees
and other users of the Trunk Services, as described below. Multi-

line telephone systems, such as PBX systems, ordinarily only
transmit the same, generic location information for all 911 calls
placed from any handset connected to the PBX or other system. For
example, in the case of a business with telephone extensions in
three buildings and multiple floors in each building, the E911 call
taker would only see the same main telephone number and location
that the customer has identified, regardless of which station was
used to place the call. If Customer does not take action as described
below, fire, police and other emergency responders may be
delayed or even prevented from timely reaching its location in
response to a 911 call.
(b) Phoneall Cloud offers the opportunity for Customers to designate up to
ten different zones within their premises that would be separately
identified to the E911 call taker, such as a specific floor, side of a
building, or other identifying information that could assist
emergency responders to more quickly reach the appropriate
location. To utilize this option, Customer must in the initial or a
subsequent Service Order request the assignment of Emergency
Location Information numbers and provide location information for
each zone exactly as it should appear to the 911 call taker. For each
zone requested, up to ten, Customer will receive a phone number
that Phoneall Cloud will register in the 911 database or databases with the
specific location information provided by Customer. Customer is
solely responsible for programming its telephone system to map
each station to one of these numbers, and for updating the system
as necessary to reflect moves or additions of stations within the
premises.
(c) Many states now require businesses using multi-line telephone
systems to program their systems to transmit specific location
information for 911 calls. Customer acknowledges and understands
that it, and not Phoneall Cloud, bears sole responsibility to ensure that it
identifies and complies with all such applicable laws, and any failure
to do so is a breach of the Agreement. Customer represents,
warrants and covenants that it will utilize the Phoneall Cloud Emergency
Location Information numbers described above at least to the
extent required by law, and that Customer does not require the use
of more than ten different location identifiers or other features not
currently offered under this Agreement in order to comply with
applicable laws. Customer also warrants that it does not currently
have "Private Switch/Automatic Location Identification" service in
connection with its existing telephone service from another provider
at the location(s) for which it has ordered Trunk Services from
Phoneall Cloud.
(d) Phoneall Cloud will post only the main billing telephone number in the
911 database or databases using Customer’s billing address as the
Registered Location, unless Customer requests the assignment of
Emergency Location Information as set forth above. Customer must
notify Phoneall Cloud at least five (5) days prior to moving the Trunk
Service to another location. Customer acknowledges that if they
move prior to providing such notice and a 911 call is placed using the
Trunk Services, or if Customer when using Emergency Location

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V. 1 Effective FEB 07 2012
Information numbers does not timely update their telephone system
to account for internal moves, adds and changes, the E911 call taker
may see incorrect or incomplete location information and the caller
may need to confirm their actual location information to the call
taker. (e) Some businesses elect to make test calls to 911 from
multiple stations to verify that the 911 call taker receives the desired
location information and is able to call back one or more of the
telephone numbers that they receive to confirm it rings to the
station from which the 911 call was placed. If Customer chooses to
do so, it agrees to obtain prior approval from the relevant
emergency communications center and assumes all responsibility
for the placement of such calls.
20B.3 Recommended Battery Back-Up is NOT Included
Customer acknowledges and understands that the Trunk Services
use the electrical power from the Service Location. Customer
understands and acknowledges that they may lose access to and use
of the Trunk Services, including 911/E911, if electrical power to the
Integrated Access Device (IAD), PBX switch, and/or handsets is
interrupted and such devices are not supported by a working battery
backup. Customer also understands and acknowledges that
Phoneall Cloud does not provide a battery backup for such devices and
Customer is urged to arrange for their own backup power supply to
these devices. In the event of a power outage, the duration of Trunk
Service during a power outage using the Phoneall Cloud Equipment
installed to provide Trunk Service will depend on Customer’s backup
power choice. If the IAD is disconnected or removed and/or a
battery is not charged, Trunk Service, including access to 911, will
not be available. Customer acknowledges and agrees that in the
event of a power failure, Phoneall Cloud bears no responsibility for such
loss of service.
20B.4 Customer Responsibility for Telephone Equipment
(a) Customer is solely responsible for providing and maintaining
working PBX equipment and handsets (Customer- Provided
Equipment), notifying and training its users regarding proper use of
the system in accordance with applicable, including regulatory,
requirements, and for any programming to its telephone system
that may be necessary to enable direct dialing of N11 numbers such
as 911 and to enable calls to be connected to new area codes.
Customer also acknowledges and accepts that Phoneall Cloud does not
support seven- digit local calling even in areas of the country that
still permit that option, and Customer will program its system as
necessary to support ten-digit dialing for local calls.
(b) Phoneall Cloud shall not be responsible to the Customer if changes in
any of the facilities, operations or procedures of Phoneall Cloud utilized in
the provision of Trunk Service render any Customer-Provided
Equipment or other equipment provided by a Customer obsolete or
require modification or alteration of such equipment or system or
otherwise affect its use or performance.

(c) Customer must arrange its Customer-Provided Equipment to
provide for the interception of assigned but unused station
numbers. A call intercepted by the attendant will be considered to
be completed and subject to a charge for the call.
(d) Customer acknowledges and agrees that Trunk Service is not
compatible with alarm and security systems, certain medical
monitoring devices, certain fax machines, and certain "dial-up"
modems. Customer’s attempt to use any such systems in connection
with Trunk Services is solely at its own risk and Phoneall Cloud shall not be
liable for any damages whatsoever for any non-operation or damage
to such services or devices.
20B.5 Trunk Service Charges.
(a) Prices. Trunk Service is subject to the trunk service pricing
identified in the applicable Service Order, and subject to the pricing
lists and fees found at https://phoneall.net/phoneall-cloud.
(b) Billing Increments. Unless otherwise stated in a Service Order,
domestic long distance calls, and in-bound domestic calls to toll-free
numbers associated with Trunk Services will be billed on a per-
minute or per-message basis. Service calls invoiced on a per-minute
basis will have an initial minimum call duration of one (1) minute,
subsequent intervals of one (1) minute each, and will be billed by
rounding to the next whole minute. All other calls will be billed in
accordance with the increments identified in the pricing lists and
fees found at https://phoneall.net/phoneall-cloud. For purposes of this section, "domestic" means
calls within the continental United States.

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ADDITIONAL TERMS APPLICABLE TO PRI SERVICES
In addition to provisions 1 THROUGH 13 and Articles 17, 19, 20 and
20B above, the following Article xxx - xxx is specifically applicable
to PRI Services offered by Phoneall Cloud:
21. Local Area. Notwithstanding anything to the contrary in the
Agreement or in any Proposal, Customer acknowledges and agrees
that Phoneall Cloud will provide Customer with PRIs to serve only one
local calling area (LATA) per PRI at the Customer locations served by
Phoneall Cloud under the Proposal(s).
22. Telephone Number Assignment. Customer shall assign
telephone numbers from NPANXXs consistent with the Phoneall Cloud
Rate Center associated with such NPANXX. Customer shall terminate
only local calls to its PRIs and all calls shall be rated as if originated
and terminated based on the Rate Center served by the Proposal

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V. 1 Effective FEB 07 2012
(and the ILEC local calling scope and NPANXX associated with such
Rate Center). Customer shall be responsible for all toll or long
distance charges for Customer’s end users at the applicable
Phoneall Cloud long distance rates set forth in Phoneall Cloud’s tariffs and/or
price lists (including in instances where the Customer’s end users’
local calling area differs from the local calling area of the relevant
ILEC, and including calls that are unauthorized and/or originated by
fraudulent means).

23. Traffic Thresholds. If Customer's traffic is comprised of greater
than twenty percent (20%) of traffic originating from and/or
terminating to third parties other than the ILEC, an additional $0.02
penalty will be applied to all minutes exceeding this twenty percent
(20%) threshold.
24. Signaling Information. Customer shall pass all signaling
information it receives or generates associated with the traffic it
sends to Phoneall Cloud, including but not limited to originating line
information, such as Calling Party Number ("CPN") and Automatic
Number Identification ("ANI") and shall require its end users to
comply with legal requirements pertaining to caller identification. If
Customer does not send Phoneall Cloud the correct signaling information
or removes such information, including but not limited to CPN and
ANI, Phoneall Cloud shall be entitled to charge Customer Phoneall Cloud’s
tariffed per minute access charge rates associated with such traffic
and shall also pass through any access or other charges assessed
against Phoneall Cloud by any other carrier for such traffic. In addition,
Phoneall Cloud reserves the right to terminate this Agreement
immediately, cease providing any or all of the Services, and pursue
any other remedies available to it if Customer does not send correct
signaling information.
25. Reasonable Usage. Customer acknowledges that the charges for
PRI Services ordered by Customer are based upon certain levels of
usage. Phoneall Cloud shall have the right to require Customer to purchase
additional PRIs from Phoneall Cloud if monthly traffic on a PRI exceeds
100,000 minutes per month or if the peak usage on a PRI exceeds
1,000 minutes per hour during normal business hours. At Phoneall Cloud’s
option, if Customer does not cooperate with Phoneall Cloud to purchase
such additional PRIs, Phoneall Cloud shall install such PRIs at its
convenience and begin billing Customer for same or will charge
Customer $.02 per minute on each minute of use over the threshold
set forth in this Section. For purposes of this Agreement, the phrase
"normal business hours" shall mean Monday through Friday from
9:00 AM to 6:00 PM Eastern Time.
26. Customer’s Responsibilities to Third Parties/Third Party
Charges. Phoneall Cloud makes no representations or warranties
regarding the relationship, responsibilities, or obligations Customer
may have with any other service provider or telecommunications
carrier with which Customer interconnects, either directly or
indirectly, or through use of Phoneall Cloud’s Service(s). Unless otherwise

set forth in a Proposal executed by the Parties, Customer is solely
responsible for coordination of any and all third party services
necessary for Customer’s use of Phoneall Cloud’s Services ("Third Party
Services"). Customer acknowledges and agrees that Customer is
solely responsible for identifying and paying any and all charges and
expenses associated with any Third Party Services used by Customer
in connection with Phoneall Cloud’s Services or due to Customer’s use of
Phoneall Cloud Services, or Customer’s provision of service to end users,
including, without limitation, any applicable monthly charges, usage
charges, long distance charges, installation charges, nonrecurring
charges, cross connection charges, applicable
termination/cancellation charges, access charges, reciprocal
compensation charges, and transiting charges, whether imposed
pursuant to tariff, contract, or regulatory edict.
27. INDEMNIFICATION: SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT, CUSTOMER AGREES TO DEFEND, HOLD
HARMLESS, AND INDEMNIFY THE OTHER PARTY, ITS EMPLOYEES,
DIRECTORS, OFFICERS AND AGENTS, FROM AND AGAINST ALL
CLAIMS, ACTIONS, DAMAGES, AND/OR LIABILITIES, TOGETHER WITH
ANY AND ALL LOSSES, FINES, PENALTIES, COSTS, AND EXPENSES,
INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND
EXPENSES OR PENALTIES IMPOSED BY GOVERNMENTAL ENTITIES
(COLLECTIVELY, THE "LIABILITIES") IN CONNECTION WITH ANY
LITIGATION OR OTHER FORM OF ADJUDICATORY PROCEDURE,
CLAIM, DEMAND, INVESTIGATION, OR FORMAL OR INFORMAL
INQUIRY, OR ANY SETTLEMENT THEREOF, WHICH ARISES DIRECTLY
OR INDIRECTLY FROM OR IN CONNECTION WITH THE
NONFULFILLMENT OR BREACH OF ANY REPRESENTATION,
WARRANTY, COVENANT, AGREEMENT, OR OBLIGATION OF
CUSTOMER CONTAINED IN OR CONTEMPLATED BY THIS
AGREEMENT. WITHOUT LIMITING THE FOREGOING, CUSTOMER’S
OBLIGATION TO INDEMNIFY SPECIFICALLY INCLUDES: (I) ANY AND
ALL LIABILITIES OF ANY KIND INCURRED BY Phoneall Cloud AS A RESULT OF
ANY DISPUTE OR ERROR IN CUSTOMER’S CLASSIFICATION AS AN
INFORMATION SERVICES PROVIDER AND/OR CLAIM OF EXEMPTION
FROM ACCESS CHARGES ASSESSED ON THE TRAFFIC AND/OR
CUSTOMER’S (OR CUSTOMER’S END USERS’) FAILURE TO PROPERLY
IDENTIFY THE JURISDICTION OF TRAFFIC CARRIED OVER THE
Phoneall Cloud SERVICES OR EXCHANGED WITH Phoneall Cloud; (II) ANY AND
ALL LIABILITIES ARISING FROM USE OF Phoneall Cloud’S SERVICE BY
CUSTOMER OR ITS END USERS; (III) ANY AND ALL LIABILITIES
ARISING FROM ANY BREACH OF CUSTOMER’S REPRESENTATIONS
AND WARRANTIES HEREUNDER; (IV) ANY AND ALL LIABILITIES
ARISING FROM CONTENT; AND (V) ANY AND ALL LIABILITIES OF ANY
KIND INCURRED BY Phoneall Cloud AS A RESULT OF ANY DISPUTE, ERROR
OR VIOLATION OF THE FCC’S RULES AND POLICIES REGARDING LNP
OR TELEPHONE NUMBERING RESOURCES.
28. REGULATORY REQUIREMENTS. Phoneall Cloud makes no
representations or warranties of any kind With respect to the
jurisdictional nature or regulatory classification of the traffic
associated with Customer’s services to its end users that incorporate

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V. 1 Effective FEB 07 2012
the Phoneall Cloud Services provided hereunder. Customer is responsible
for identifying and complying with all Regulatory Requirements that
may apply to Customer (whether now existing or that may exist
during the course of this Agreement and any renewals thereof) and
its services to its end users, including, but not limited to, Regulatory
Requirements that pertain to: federal or state regulatory approvals
or filing requirements; federal or state universal service fund
contributions; and payment of federal, state, or local regulatory
fees, franchise or license fees, and taxes. Phoneall Cloud RESERVES THE
RIGHT TO INCREASE OR DECREASE RATES ON AT LEAST THIRTY (30)
DAYS NOTICE. If any Regulatory Requirement has the effect of
canceling, changing or superseding any material term with respect
to the delivery of Service(s) (other than changes which are the
subject of a rate increase as described in the foregoing sentence),
then this Agreement will be deemed modified in such a way as the
Parties mutually agree is consistent with the form, intent and
purpose of this Agreement and is necessary to comply with the
Regulatory Requirement. If the Parties cannot agree to
modifications necessary to comply with a Regulatory Requirement
within thirty (30) days after the Regulatory Requirement is effective,
then either Party may terminate this Agreement and/or any
Service(s) impacted by the Regulatory Requirement effective as of
the date of such Party’s written notice to the other Party.
29. E911 Databases, CNAM and Directory Listings. Customer shall
be responsible for provision of 911 and E911, CNAM and directory
listing information and database updates to its end users without
Phoneall Cloud’s assistance or intervention. Phoneall Cloud is not responsible for
any losses, claims, demands, suits or any liability whatsoever,
whether suffered, made, instituted or asserted by the Customer,
Customer’s end users, or by any other party or person related to
E911, CNAM, or Directory Listings.
30. Letters of Agency. Customer shall be responsible for providing
Phoneall Cloud with letters of agency ("LOA"), compliant with state and
federal slamming rules and regulations and satisfactory in both form
and content to Phoneall Cloud, from Customer’s end users authorizing the
applicable Service(s). Customer acknowledges that service will not
be ported or activated unless and until said LOAs are received by
Phoneall Cloud.
31. Law Enforcement. Customer shall be responsible for responding
to all requests from law enforcement or other governmental
agencies, whether transmitted through Phoneall Cloud or directly to
Customer regarding information about Customer’s end users.
Customer shall be responsible for complying with all
Communications Assistance for Law Enforcement Act requirements
and requests. Should Customer require Phoneall Cloud’s assistance with
responding to law enforcement or other requests, Phoneall Cloud shall
charge Customers its tariffed maintenance rates.
32. Local Number Portability. Customer is solely responsible for
compliance with all applicable FCC rules and policies regarding LNP
and telephone numbering resources, and shall, on a timely basis,

provide to Phoneall Cloud, upon Phoneall Cloud’s request, with any and all
requested utilization information, including copies of the Customer’s
FCC Form 502s, for all telephone numbers provided by Phoneall Cloud to
Customer pursuant to this Agreement. Upon request by Phoneall Cloud or
a New Local Service Provider ("NLSP"), Customer shall, on a timely
basis, provide Phoneall Cloud and the NLSP with the Customer Service
Record ("CSR") for any telephone number provided by Phoneall Cloud to
Customer pursuant to this Agreement. Upon receipt of a Local
Service Request ("LSR") from a NLSP or a New Network Service
Provider ("NNSP"), or from Phoneall Cloud on behalf of a NLSP or NNSP,
Customer shall return a Firm Order Confirmation ("FOC") or, in the
event the LSR contains any error, a rejection and error notification
to Phoneall Cloud and the NLSP or NNSP within 24 hours unless the
Customer receives the request on Friday, Saturday, Sunday or a
national holiday, in which case Customer shall return the FOC or
rejection and error notification to Phoneall Cloud and the NLSP or NNSP
within 24 hours of 9:00 am the next business day. Upon receipt of a
LSR from a NLSP or NNSP for any telephone number provided by
Phoneall Cloud to Customer pursuant to this Agreement, Phoneall Cloud shall
forward the LSR to the Customer. If Customer receives an LSR from a
NLSP, NNSP or Phoneall Cloud on behalf of a NLSP or NNSP but fails, on a
timely basis, to return a FOC or rejection and error notification to
the NLSP or NNSP and Phoneall Cloud, Phoneall Cloud may, at its sole discretion,
return a FOC to the NLSP or NNSP on behalf of Customer.