ALLIANCE BUSINESS SERVICES RENTAL EQUIPMENT TERMS AND CONDITIONS

Last updated 8-17-12

1. Description.
In addition to the general Terms and Conditions for Communication Services contained in the Rental Equipment Form (“Order Form”), and the Alliance Business Services Agreement / Alliance Business Services Service Order (ABSSO) between ALLIANCE BUSINESS SERVICES ("we," "us" “ABS” or "Alliance") and Customer, of which this Schedule is a part, Customer agrees that the following terms and conditions apply to equipment rentals provided to Customer by ALLIANCE BUSINESS SERVICES. "Agreement" and/or “Service Order” refers to the written contract signed by Customer for the rental of Alliance Business Services equipment, its attachments, these Terms and Conditions, other documents incorporated by reference, and the related Order(s). Customer's use of a particular equipment and service is also governed by the related product or service-specific terms and conditions ("Product specific Terms"). These “Product specific Terms” can be found at www.AllianceBusinessServices.com/terms.html. Customer also acknowledges that these terms can be modified from time to time, and should regularly check this Website.

2. Products. The Rental Equipment services and pricing are only available on a Rental Equipment that supports Alliance Business Services provided service(s). Customer agrees that these items are the property of Alliance Business Services and agrees to use said devices/equipment for means of using Alliance Business Services Services exclusively.
2.1 Delivery and Return. Products will be delivered to the Customer location that Customer identifies, in writing. Customer is responsible for cost associated for loss and or return of Alliance Business Services’ Rental Equipment should customer give Alliance Business Services the incorrect shipping address. Upon termination Customer is responsible for the return of the Products to Alliance Business Services within thirty (30) business days of termination, otherwise, Customer’s account will be charged with the full Equipment Replacement Value. All Products must be returned in the same condition as they were on the Effective Date, normal wear and tear excepted. If the Products are not returned to Alliance Business Services within thirty (30) business days of termination, then notwithstanding the termination, Customer will be responsible for purchasing the rented device or devices(s) at the Equipment Replacement Value which is the full current retail price per phone and/or device. You can find retail prices listed on each manufacturer’s Website. If Customer later returns the equipment (within 6 months of Termination of Service) the Customer will receive a credit to their account. However, Alliance Business Services will retain prorated monthly equipment rental charges of the device plus any applicable minimum usage requirements, taxes and the cost of repair for any damage (if applicable). In the event of damage or loss to the rental equipment for which Customer is responsible, Customer will promptly notify Alliance Business Services and either pay (i) an amount equal to the Equipment Replacement Value, or (ii) the cost of repairing the equipment, if Alliance Business Services determines that the equipment is repairable. If Alliance Business Services determines that the equipment is not repairable, then option (i) above will apply. Customer understands Alliance Business Services has no control over quality of coverage and network conditions. It is further understood that not all features can be used in all areas.
2.2 Rental Charges and Security Deposit. Alliance Business Services will conduct a credit review/credit check and will inform customer of said requirements before start of service. By authorizing the Equipment Rental Form, Customer will authorize payment of all one-time fees, as well as all equipment monthly recurring charges.
2.3 Ownership and Use. The Products are the personal property of Alliance Business Services, its designee or a third party provider, notwithstanding that the Products, or any part thereof, may be affixed or attached to Customer’s real property or any improvements thereon. Customer has no right or interest to the Products other than as provided herein and will hold the Products subject and subordinate to the rights of Alliance Business Services. Customer will: (a) at its own expense, keep the Products free and clear of any claims, liens, and encumbrances of any kind; and (b) make no alterations or affix any additions or attachments to the Products, except as approved by Alliance Business Services in writing. Customer will not remove, alter or destroy any labels on the Products and will allow Alliance Business Services the inspection of the Products at any time. As between Alliance Business Services and Customer, Customer will bear the entire risk of loss, theft, casualty, destruction or damage to the Products following delivery from any cause whatsoever (collectively, “Product Loss”), until returned to Alliance Business Services. Customer will indemnify, defend and hold harmless Alliance Business Services its affiliates, and contractors for any Product Loss. Customer agrees to advise Alliance Business Services in writing within five business days of any Product Loss. In no event will Product Loss relieve Customer of the obligation to pay Alliance Business Services any amounts due under this Agreement.
2.4 Software. Software licensor has retained title to the software Products. The software licensor, grants Customer a software license in the software according to the licensing agreement accompanying that software, which extends only to Customer's own internal business use of such software and only on or with the designated Rental Equipment and is not transferable or sublicensable. Software must be held in confidence and may not be reproduced unless specifically authorized by the software licensor. Customer is prohibited from reverse engineering, decompiling or disassembling the Products or otherwise attempting to derive the source code of the software. All Products are subject to and Customer will comply with all the terms and conditions set forth in the software licensor’s warranty and, end-user license.

3. Maintenance. All Products manufactured by third parties are subject to, and Customer will comply with, all the terms and conditions for maintenance and warranty provided by the manufacturer.
3.1 Maintenance and Safety Compliance. Alliance Business Services or the Product manufacturer may change these Terms and Conditions at any time, and that change will be effective upon posting to the Web site. Customer is responsible for informing Alliance Business Services of the existence, location and condition of any Hazardous Substances that may be in or around the Alliance Business Services work area. "Hazardous Substance" means a substance regulated by any safety regulation and includes, without limitation, asbestos. Customer will indemnify and hold Alliance Business Services harmless from any fines or other liability of Alliance Business Services arising from hazardous substances.

4. Rates.
4.1 The rates and charges for Products and Services are set forth in the “Rental Equipment Form(s)”, the Alliance Business Services Agreement, Alliance Business Services Service Order (ABSSO), and are incorporated herein by reference. Alliance Business Services may cease providing Services and demand return of Products if payment is not made when due.
4.2 Rate Changes & Discontinuance. Alliance Business Services may discontinue providing Service or Products, or modify any or all rates or charges for Service or Products which have completed “Initial Term” (defined on the Rental Equipment Form) upon 30 days written notice to Customer. Upon expiration of the Initial Term and only if the Agreement is in effect at such time, Alliance Business Services will continue to provide and Customer will continue to pay for the Service or Product on a month-to-month basis at the rates specified on the Equipment Rental Form (each, a “Renewal Term”). The Initial Term and any Renewal Terms will together constitute the (“Equipment Term”). Any Renewal Term of a Product or Service will continue until the earlier of: (i) termination by either Party upon written notice not less than thirty (30) days before the expiration of the then-current Initial Term (or Renewal Term); (ii) expiration or termination of the Agreement in accordance with its terms; or (iii) extension of the Term for a specific period of time under to a Alliance Business Services-accepted Order Form or written amendment. The license to the Products and the maintenance Service are subject to termination as provided in the manufacturer’s maintenance terms and conditions and licensor’s warranty and end-user license.

5. Term & Termination.
5.1 Rental Equipment Term. The “Initial Term” for each Service or Product ordered can be a twelve (12) month, twenty-four (24) month, or thirty-six (36) month period of time for which a specific Service or Product will be provided by Alliance Business Services for Customer use as specified in the applicable Alliance Business Services accepted Rental Equipment Form (“Order Form”).
5.2 Service & Product Orders. Customer can obtain Products and Services only if Customer completes an Order Form and Alliance Business Services accepts it. All orders are subject to availability. All Order Forms will be governed by the rates, terms and conditions set forth in the Order Form, as well as those listed on www.AllianceBusinessServices.com/terms.html (which may be modified at any time). Customer will pay all applicable charges set forth in the Rental Equipment Form plus any charges on any order form. Alliance Business Services may reject any Order Form in its sole discretion.
5.3 Start of Service Date. The Initial Term for Products and Services will begin upon the Start of Service Date, or ‘Ship Date,’ whichever occurs first, for the accompanying Service (as defined on the Alliance Business Services Service Order for that service). If a Customer adds Rental Equipment to existing Services, the term for the associated Service will be altered to be co-terminus with the Rental Equipment Initial Term. The associated Services will not be re-rated unless all three of the following occur; (a) The specified Service to be re-rated is beyond the Service Term or Minimum Service Term specified in the original Order Form and is now receiving Service on a month-to-month basis; (b) Customer submits an Order form to have the specified Service re-rated at the same time the Service is altered to be co-terminus with the Rental Equipment Initial Term; (c) Alliance Business Services accepts the Order From to re-price the existing Service.

6. Miscellaneous.
6.1 Insurance. Customer will, provide and maintain, at Customer's own expense, at all times following delivery of the Products, the following insurance: (a) “All-Risk” property insurance covering the Products for the full replacement value, naming Alliance Business Services or a third party provider designated by Alliance Business Services as a loss payee; and (b) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and aggregate and naming Alliance Business Services as an additional insured, unless such insurance is required elsewhere in this Agreement at higher limits. Such insurance will be placed with insurers who have a minimum “Best’s” rating of A- VII (A- 7), and will contain a provision to give Alliance Business Services thirty calendar days prior written notice before any cancellation or material change to that insurance. Customer will deliver to Alliance Business Services insurance certificates evidencing such insurance prior to delivery of such Products.

ALLIANCE BUSINESS SERVICES BUSINESS VOIP TERMS AND CONDITIONS

Last updated 8-2-16

These Terms of Service constitute the agreement ("Agreement") between Alliance Business Services ("we," "us" “ABS” or "Alliance") and the user ("you," "user" or "Customer") of Alliance Business Services’ services and any related products or services ("Service"). This Agreement governs both the Service and any devices, such as an IP phone, Adapter, Analog Telephone Adapter or any other IP connection device ("Device" or "Equipment"), used in conjunction with the Service and it applies to all lines on each Alliance Business Services account. BY ACTIVATING OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY ITS TERMS AND CONDITIONS.

1. EMERGENCY SERVICES - 911 DIALING
1.1 911 Dialing. Customers using Alliance Business Services Business VoIP phone service will be provided access to basic emergency services (911) or enhanced emergency services (E911) as available. With enhanced emergency services (E911) when you dial 911 your telephone number and registered address is simultaneously sent to the local public-safety answering point (PSAP) and operators at that location are provided with all necessary information to send help or call you back if necessary. In areas that E911 is not available the PSAP is not equipped or capable of capturing or retaining your telephone number or address, you must be prepared to provide your information each and every time you call. If you do not provide the correct physical address when you register for Services, or if you relocate to a new address and do not register the new address with Alliance Business Services, 911/E-911 may fail in two ways: (i) 911/E-911 calls may be misdirected to the wrong emergency authorities, and (ii) emergency authorities will be given the wrong address for the origin of your E-911 calls. Alliance Business Services transmits the physical address for 911/E-911 calls based on the information supplied by the customer. Alliance Business Services is not responsible for incorrect addresses. Therefore, we recommend that you verify physical addresses for E-911 service with your local United States Postal Office. Customer acknowledges and agrees that all Alliance Business Services’ VoIP Services are Internet based, and that 911 or E911 services are different than traditional wire-line or Plain Old Telephone Service (POTS) service; and that these services will be unavailable should the customer lose power or Internet access regardless of cause. In order for the customer to have backup access to 911 and/or emergency services, the customer must purchase a PSTN connection from the local exchange carrier, or similar provider. Customer further agrees that the limitations of this feature have been fairly and accurately described before and after the installation of the Alliance Business Services VoIP service. Customer agrees to inform of the potential complications arising from basic 911 or E-911 dialing. Specifically, customer acknowledges and agrees to inform all employees, guests and other third persons who may be present at the physical location where you utilize the Service of the important differences in and limitations of Alliance Business Services’ 911 as compared with traditional public telephone 911.
1.2 Notify All Users. You should inform all employees, guests and other third persons who may be present at the physical location where you utilize the Service of the important differences in and limitations of VoIP 911 as compared with traditional public telephone 911.
1.3 Registration of Physical Location Required. For each line in service at the time of activation, customers will be required to register the physical address that the service will use. If the service is moved it will be the customer’s responsibility to notify Alliance Business Services that they have moved and update Alliance Business Services with the new physical address from where the service will be used Customers using soft phones or other portable devices will be held responsible to update their physical address for service location. When you sign up for Service, you must provide a valid address within the U.S. This address will be filed as your service address. If you dial 911, your service address will be forwarded to emergency response personnel so that they can locate you.
1.4 Service Outages. (a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing. (b) Service Outages Due to Internet Outage, Suspension, or Disconnection of Broadband Service or Internet Service Provider ("ISP") Service. Service outages or suspensions or disconnections of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning. (c) Service Outage Due to Suspension or Disconnection of Your Alliance Business Services Account. If the customer’s account is suspended for any reason, 911 calls will continue to function; however, if Service is disconnected, 911 will cease to work. (d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP, broadband provider, or other third party may intentionally or inadvertently block the ports over which the service is provided or otherwise impede the usage of the service. If you suspect that this has happened to you, you should alert us to this situation and we will work with you to attempt to resolve the issue. During the period that the ports are being blocked or your service is impeded, your service, including 911 Dialing, may not function. You acknowledge that Alliance Business Services is not responsible for the blocking of ports by any third party or any other impediment to your usage of the service, and any loss of service, including 911 Dialing, which may result. In the event you lose service as a result of blocking of ports or any other impediment to your usage of the service, you will continue to be responsible for payment of the service charges unless, and until, you disconnect the service in accordance with this Agreement. (e) Other Service Outages. If there is a service outage for any reason, such outage will prevent all service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.
1.5 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the service as compared to traditional 911 dialing over traditional public telephone networks. 1.6 Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither Alliance Business Services nor its officers or employees may be held liable for any claim, damage or loss, and you hereby waive any and all such claims or causes of action arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless Alliance Business Services, its officers, directors, employees, affiliates and agents, as well as any other service provider who furnishes services to you in connection with the service from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the service to be able to use 911 Dialing or access emergency service personnel. YOU ACKNOWLEDGE AND UNDERSTAND THAT ALLIANCE BUSINESS SERVICES'S ENTIRE LIABILITY IS LIMITED TO THE PRICE OF THE SERVICES PROVIDED. IN NO EVENT SHALL ALLIANCE BUSINESS SERVICES, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR UNDERLYING SERVICE PROVIDERS BE LIABLE FOR ANY COSTS OR DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY FROM THE USE OF ALLIANCE BUSINESS SERVICES'S SERVICES INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, USE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES OF ANY KIND OR NATURE WHAABSSOEVER, ARISING IN ANY MANNER FROM ANY CAUSE OF ACTION OR CLAIM RELATING TO THIS AGREEMENT OR TO THE SERVICES PROVIDED BY ALLIANCE BUSINESS SERVICES (INCLUDING, BUT NOT LIMITED TO ALLIANCE BUSINESS SERVICES’S VoIP SERVICES AND/OR INABILITY OF YOU OR ANY USER OF YOUR ALLIANCE BUSINESS SERVICES VoIP SERVICE TO BE ABLE TO DIAL 911, TO ACCESS EMERGENCY SERVICE PERSONNEL, TO ACCESS THE CORRECT PUBLIC SERVICE ANSWERING POINT ASSOCIATED WITH YOUR TELEPHONE NUMBER, OR TO CORRECTLY ROUTE AN EMERGENCY CALL IF YOU MOVE YOUR EQUIPMENT OUTSIDE OF YOUR SERVICE ADDRESS) UNLESS IT IS PROVEN THAT THE ACT OR OMISSION PROXIMATELY CAUSING THE CLAIM, DAMAGE, OR LOSS CONSTITUTES GROSS NEGLIGENCE, OR INTENTIONAL MISCONDUCT ON THE PART OF ALLIANCE BUSINESS SERVICES OR ITS UNDERLYING SERVICE PROVIDERS. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS ALLIANCE BUSINESS SERVICES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER UNDERLYING SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THIS AGREEMENT, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES) BY, OR ON BEHALF OF, YOU OR ANY THIRD PARTY OR USER OF YOUR ALLIANCE BUSINESS SERVICES VoIP SERVICE.
1.7 Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 service, you should consider having an alternate means of accessing traditional 911 services, such as a mobile phone or a measured POTS line.

2. SERVICE.
2.1 Term of Services. The Service is offered for the initial term of service specified in the Service Agreement (“Service Term”). The Initial Service Term shall begin on the Service Activation Date of the first order (the “First Order”). Following the Initial Service Term, Services shall automatically renew for an additional one (1) month term (each a “Renewal Term”) unless Customer notifies Alliance Business Services in writing not less than thirty (30) calendar days prior to the end of the Initial Term (or any subsequent Renewal Term, as applicable), that it wishes to terminate such Service. The termination of any individual Service or Service Agreement will not affect Customer’s obligations to accept and pay for all other contracted services or orders. If at any time during the Term, Customer orders additional Services, Alliance Business Services will issue a new Service Agreement detailing the Service Fees. Unless specifically agreed to in the Service Agreement, Service Fees for new orders shall be at the Alliance Business Services prevailing rates at the time. The Service Term for any such additional orders shall carry a new Initial Service Term, equal in length to the Initial Service Term of the First Order.
2.2 Termination of the Agreement. This Agreement and any Services may be terminated by either party for cause: (a) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
2.3 Early Termination. If Customer wishes to terminate any Services under this Agreement prior to the expiration of the Term and such termination is not due to Alliance Business Services’s breach of this Agreement, all non-recurring and monthly recurring charges set forth in each Service Agreement which would otherwise be due through the end of the Service Term in effect at the time, including all applicable taxes, will immediately become due and payable. Customer will also be responsible for paying an early termination fee of $50 per user/seat. The parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.
2.4 Other Commitments. If you accept an equipment upgrade or other promotional or plan benefit (such as a free month of service, free installation, a rebate or other incentive), there may be a commitment associated with the benefit you accepted ("Commitment"). To the extent there is a Commitment, it begins on the date you activate the new equipment or accept the promotion or benefit. The Commitment period will be disclosed as part of the promotion or plan. If you disconnect service prior to the end of the Commitment period, you agree to pay Alliance Business Services a recovery fee in an amount equal to the difference between the price you paid and the regular price of the good, service or other benefit you received at the time the Commitment period began. Recovery fees are cumulative, and in addition to any other charges or fees you may owe Alliance Business Services, including any disconnection fees.
2.5 Use of Service and Device. If you subscribe to Alliance Business Services’ Business services, the Service and Device are provided to you as a business user or business traveler. You shall not resell or transfer the Service or the Device to another party without our prior written consent. You are prohibited from using the Service or the Device for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voice mail broadcasting, or fax or voice mail blasting. We reserve the right to immediately disconnect or modify your Service if we determine, in our sole and absolute discretion, that your use of the Service or the Device is, or at any time was, inconsistent with normal business or business travel usage patterns, or that you have at any time used the Service or the Device for any of the activities mentioned above or similar activities that are not compliant with Alliance Business Services’ Reasonable Use Policy as outlined below, as well as those Terms listed under Alliance Business Services’ Acceptable Use Policy on www.AllianceBusinessServices.com/terms.html.
2.6 Reasonable Use Policy. Alliance Business Services’ Business VoIP calling plans and features are intended for small and home businesses. Normal, reasonable use on Alliance Business Services unlimited business plans must be in accordance with this Reasonable Use Policy, our Terms of Service and consistent with the types and levels of usage by typical customers on the same small or home business calling plan. Unauthorized or excessive use beyond that normally experienced by typical small or home business customers may create network congestion that will manifest itself in increased busy signals for themselves and others, and may result in service termination. Over 95% of Alliance Business Services’ unlimited calling plan customers use less than 750 minutes per month and do not have any unusual usage patterns in terms of unique numbers called, high call forwarding/transferring usage and so on. A customer's aggregate usage may be considered outside of normal use if it exceeds 750 minutes per month IN COMBINATION with one or more of the following, including, but not limited to, excessive:

• unique numbers called;
• call lengths;
• call forwarding/transferring;
• conference calling;
• short duration calls;
• number of calls made during a month,
• number of calls made to a conference calling service during a month;
• number of calls made during business hours;
• number of calls terminated and re-initiated consecutively, which, in the aggregate, result in excessive call lengths during a specific time frame; or
• other abnormal calling patterns indicative of an attempt to evade enforcement of this Reasonable Use Policy Based on such a combination, Alliance Business Services may determine that abnormal, unreasonable or impermissible usage is occurring when compared to typical customers on the same calling plan, and may take appropriate steps described below to enforce this Policy and the Terms of Service. Alliance Business Services may also determine that abnormal, unreasonable or impermissible usage is occurring, and may take appropriate steps described below even if the number of minutes used is not excessive, when a customer's calling patterns during more than one month reflect excessive: • unique numbers called; • call lengths;
• frequency of call forwarding/transferring;
• conference calling;
• short duration calls;
• number of calls made during a month;
• number of calls made to a conference calling service during a month;
• calls made during business hours;
• number of calls terminated and re-initiated consecutively, which, in the aggregate, result in excessive call lengths during a specific time frame; or
• other calling patterns indicative of an attempt to evade enforcement of this Reasonable Use Policy

2.7 Prohibited Uses; Unlawful Uses and Inappropriate Conduct. You shall use the Service and the Device only for lawful purposes. You shall not use the Service or the Device in any way that is improper or inappropriate, including in a manner that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or any similar behavior. In addition, you shall not use the Service or the Device to impersonate another person; send bulk unsolicited messages; use robots, data mining techniques or other automated devices or programs to catalog, download, store or otherwise reproduce or distribute information from the Service or use any such automated means to manipulate the Service; use the Service to violate any law, rule or regulation; violate any third party's intellectual property or personal rights; or exceed your permitted access to the Service. We may, but are under no obligation to, monitor usage of the Service for violations of this Agreement. We may remove or block any or all communications if we suspect a violation of this Agreement or if we deem it necessary in order to protect the Service, or Alliance Business Services, its parent, affiliates, directors, officers, agents and employees from harm. We reserve the right to immediately disconnect your Service without notice, if, in our sole and absolute discretion, we determine that you have used the Service or the Device for an unlawful purpose. In the event of such disconnection you will be responsible for all fees and charges due under this Agreement, plus a disconnection fee (if applicable), all of which will be immediately due and payable. If we believe that you have used the Service or the Device for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, Alliance Business Services will provide customer and call detail information in response to lawful government requests, subpoenas and court orders, or law enforcement requests where the failure to disclose the information may lead to imminent harm to the customer or others. Furthermore, Alliance Business Services reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.
2.8 Use of Service and Device by Customers Outside the United States. Although it is possible to use the Service outside of the U.S., Alliance Business Services offers and supports services only in the United States. Alliance Business Services Service is designed to work generally with unencumbered high-speed Internet connections. However, if the high-speed Internet connection you are using is not within a Alliance Business Services service area, and/or your ISP or other broadband provider places restrictions on the usage of Business VoIP services, Alliance Business Services does not represent or warrant that use of the Service by you as permitted by such other jurisdiction or by any ISP or broadband provider. You will be solely responsible for any violations of local laws and regulations or violations of ISP and broadband provider terms of service resulting from such use. We reserve the right to disconnect your Service immediately if we determine, in our sole and absolute discretion, that you have used the Service or the Device in violation of laws of jurisdictions outside of Alliance Business Services service areas.
2.9 Copyright; Trademark; Unauthorized Usage of Device; Firmware or Software. (a) Copyright; Trademark. The Service and Device and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on our websites are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All of our websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") are and will at alltimes remain our exclusive property. Nothing in this Agreement grants you the right or license to use any of our marks. All other trademarks are the property of their respective owners. (b) Unauthorized Usage of Device; Firmware or Software. You (I) have not been granted any license to use the firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and (ii) expressly agree that the Device is exclusively for use in connection with the Service and that we will not provide any passwords, codes or other information or assistance that would enable you to use the Device for any other purpose. We reserve the right to prohibit the use of any interface device that we have not provided to you. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface device that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.
2.10 Tampering with the Device or Service. You shall not change the electronic serial number or equipment identifier of the Device. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose.
2.11 Theft of Service. You shall not use or obtain the Service in any manner that avoids Alliance Business Services policies and procedures, including in an illegal or improper manner. You shall notify us immediately, in writing or by calling our Business Support Department, if the Device is stolen or if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft, fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the disconnection of your Service and additional charges to you. Until such time as we receive notice of the theft, fraudulent use or unauthorized use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen, fraudulent or unauthorized use of the Service whether or not it involves a stolen Device. Alliance Business Services reserves all of its rights at law and equity to proceed against anyone who uses the Services or Device illegally or improperly.
2.12 Equipment & Devices (“Equipment”, “Devices”) In all cases where Alliance Business Services supplies network equipment and/or telephone hardware and devices for use in deploying its service, it will retain rightful ownership of the same. For equipment that is purchased directly from Alliance Business Services, Customer will retain rightful ownership. Devices distributed by Alliance Business Services in connection with delivering its service are not user serviceable and are locked by Alliance Business Services to prohibit tampering. The settings, firmware, and architecture of these devices are the intellectual property of their rightful owners. Customer acknowledges that they are liable for the safe keeping of Alliance Business Services’s equipment, and its safe return in cases of upgrade, replacement, or cancellation of service. Alliance Business Services retains all rights to recover possession of the Equipment from Customer. Any attempt to sell or transfer ownership of the equipment, unless purchased from Alliance Business Services first, will be considered illegal conveyance. Customer agrees that neither it nor its agents shall modify, damage, alter, fail to maintain, or destroy Alliance Business Services provided Equipment or any portion thereof, and if any such action occurs, any applicable warranties shall be null and void, and Customer shall pay Alliance Business Services the full replacement cost of the Equipment as listed on www.AllianceBusinessServices.com. Customer is responsible for all lost or stolen equipment and shall pay Alliance Business Services the full replacement cost of the Equipment. For Equipment not purchased directly from Alliance Business Services, upon termination of the Service customer agrees to immediately return all Alliance Business Services provided Equipment within fifteen (15) business days of termination in the original packaging with the UPC or bar code intact. You must also include all components, manuals and registration card(s). You are responsible for return shipping of the equipment. Shipping and handling charges are non-refundable. If you do not return any phones and/or equipment before the required date, you will be charged the full purchase value as listed on Alliance Business Services’ Website. If any equipment is not received by Alliance Business Services within fifteen (15) days, Customer’s credit card will be charged with the full purchase value (Equipment Replacement Value) as listed on Alliance Business Services’ Website. However, if Customer later returns the equipment, Alliance Business Services will retain a prorated charge based on the rental equipment monthly recurring charge of the device listed on www.AllianceBusinessServices.com, plus applicable minimum usage requirements, taxes and the cost of repair for any damage for which Customer is responsible, and the remainder of the Equipment Replacement Value will be credited to Customer’s credit card. For additional information see “VoIP Equipment Rental Terms and Conditions” listed on www.AllianceBusinessServices.com.
2.13 Number Transfer on Service Termination. Upon the disconnection of your Service, we may, in our sole and absolute discretion, release to your new service provider the telephone number that you ported (transferred or moved over) to us from your previous service provider and used in connection with your Service if:
• such new service provider is able to accept such number;
• your account has been properly disconnected;
• your account is completely current, including payment for all Service charges and applicable disconnection fees; and
• you request the transfer upon disconnecting your account.

2.14 Service Levels. Alliance Business Services will use commercially reasonable efforts to minimize service disruptions and outages. In the event of service disruptions or outages, Customer’s sole remedy, and Alliance Business Services sole obligation, shall be to provide the service level credits and/or remedies for the applicable Service in accordance with the Service Level Agreement set forth on Alliance Business Services’ Web site at www.AllianceBusinessServices.com. Alliance Business Services may update the Service Level Agreement from time to time.
2.15 Ownership and Risk of Loss. You will own the Device and bear all risk of loss of, theft of, casualty to or damage to the Device, from the time it is shipped to you until the time (if any) when it is returned to us in accordance with this Agreement. 2.16 No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900 or calling card calls). The Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.
2.18 Directory Listing. The phone numbers you obtain from us may not be listed in any telephone directories. As a result, someone with your phone number may not be able to utilize a reverse directory to lookup your address.\

2.19 Incompatibility With Other Services. (a) Security and Alarm Systems. The Service may not be compatible with security and alarm systems. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any security system with the Service. (b) Certain Broadband, Cable Modem, and Other Services. You acknowledge that the Service may not be compatible with certain cable broadband service, certain versions of TiVO, and there may be other services with which the Service may be determined to be incompatible. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.
2.20 Service Support. We offer varying types and levels of customer service depending upon a number of factors, including the Service you are using and the problems you are experiencing. We assume no obligation to provide support services for any third party products or services, or problems with the Service caused by third party products or services. Unless you have entered into a separate services agreement with us, we may change the customer service options at any time.
2.21 Other Networks; Approval and Usage. Service may include the ability to transmit data through third party networks, public and private. Customer acknowledges that use of or presence of third party networks may require approval of the owners or operators of such third party networks and will be subject to any acceptable usage policies such third party networks may establish. Alliance Business Services will not be liable for any failure to obtain such approval or any violation by Customer of such policies. Customer understands that Alliance Business Services does not own or control third party networks, and agrees that Alliance Business Services shall not be responsible or liable for the performance or non-performance of third party networks or within interconnection points between the Service and third party networks.

3. CHARGES; PAYMENTS; TAXES; DISCONNECTION
3.1 Billing. When the Service is activated, you must provide us with a valid e-mail address and a payment method that we accept. We reserve the right to stop accepting your payment method or your payments. If your payment method expires, you close your account, your billing address changes, or your payment method is cancelled and replaced on account of loss or theft, you must advise us at once. We will bill all charges, fees, applicable taxes and surcharges for each prescribed Service Term, in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which we decide to bill in arrears) to your payment method, including, but not limited to: activation fees; Service fees; usage charges; international usage charges; advanced feature charges; premium services/add-ons, equipment purchases; regulatory recovery fees; Emergency 911 Cost Recovery Fee; 911 fees; Federal Universal Service Fee; federal, state and/or local taxes; disconnection fees; and shipping and handling charges. You can learn the amount of such fees and charges by calling Alliance Business Services Business Support at 1-800-737-4429. Alliance Business Services may introduce new products and services at special introductory pricing. Introductory pricing may change at Alliance Business Services’ discretion. Where required by law, notification of invoices will be sent to you via your e-mail address on file with us. We reserve the right to bill at more frequent intervals if the amount you owe to us at any time exceeds $1000. Alliance Business Services bills usage charges in six second increments that are rounded up to the next six second increment, there is a minimum of 18 (three increments) per call, unless otherwise stated. Alliance Business Services bills fractional usage charges in full cents that are rounded up when the value is $.005 or more and down when the value is less than $.005, unless otherwise stated. The above fees are defined as follows: Activation Fee (Setup Fee)- This fee covers charges for setting up your account and activating you on our system. Service Fee - This is the basic charge associated with your service. This fee includes the calling charges defined by your plan, the features associated with your plan, and basic account services. Usage Charges - If you exceed the number of calling minutes on your plan, Alliance Business Services will bill you for the minutes you use above your allowance. Alliance Business Services also bills for calls to directory assistance and other information services. International Usage Charges - These are the fees associated with calls made to locations outside of the U.S., Canada, Puerto Rico, and select countries listed on www.AllianceBusinessServices.com. International usage to these countries depends on your selected Service plan. For rates, please visit www.AllianceBusinessServices.com. Advanced Features, Add-ons, Premium Services - Alliance Business Services charges additional fees for enhanced features, add-ons, and other added products and services. Equipment Purchases - In most instances, you will pay for equipment associated with your Alliance Business Services service with a selected payment method. However, there may be occasions when Alliance Business Services will offer you the option to bill equipment to your account. Regulatory Recovery Fee - A regulatory recovery surcharge applies to each phone number. Alliance Business Services uses this fee to pay our regulatory-related fees and expenses, including taxes, number portability charges, and related legal fees. Emergency 911 Cost Recovery Fee applies to each line of service. This fee is used to recover costs directly associated with developing, implementing and maintaining a nationwide E911 in compliance with FCC regulations, 911 dialing and the national 911 emergency call center. Taxes - Alliance Business Services is required to bill and collect local, state and federal taxes imposed on Alliance Business Services customers by the various taxing authorities. Alliance Business Services passes all taxes it collects on to the appropriate taxing authority. 911 Fees - State and/or local governments may assess fees on Alliance Business Services to pay for emergency services in your community. Alliance Business Services bills and collects 911 fees from its customers and remits such fees to the appropriate authority. Depending on where you live, these fees can vary widely. Alliance Business Services is committed to supporting public safety services and resources in your State. For more information, and to learn more about the fees collected in your community for emergency services, contact your state or local elected official. Federal Universal Service Fee – A monthly charge that recovers the contributions that Alliance Business Services, as a Hosted PBX phone service provider, must make to the federal Universal Service Fund (USF). This fund supports the telecommunications needs of low-income households, schools, libraries, rural hospitals, and consumers living in high-cost service areas. This fee is applied to Customer's interstate and international charges at the same rate applicable to Alliance Business Services's USF contributions and may be subject to periodic adjustment. 3.2 Disputed Invoice Charges. If Customer disputes a charge in good faith, it may withhold payment of that charge so long as Customer (A) makes timely payment of all undisputed charges; and (B) within 30 days of the invoice date, provides Alliance Business Services with a written explanation of the reasons for Customer's dispute of the charge. Customer must cooperate with Alliance Business Services to promptly resolve any disputed charge. If Alliance Business Services determines, in good faith, that the disputed charge is valid, Alliance Business Services will notify Customer and, within five business days of receiving notice, Customer must pay the charge. If the dispute relates to billing errors, Alliance Business Services may credit or debit, as applicable, the net difference between any discovered overcharge or undercharge. This provision does not modify any other payment dispute provisions. 3.3 Payment and Collection. (a) Payment. Your subscription to the Service authorizes us to collect from selected payment method on the Service Agreement. This authorization will remain valid until thirty (30) days after we receive written notice from you terminating our authority to charge your payment method, whereupon we will charge you for the disconnection fee (if applicable), and any other outstanding charges, and disconnect your Service. We may disconnect your Service at any time in our sole and absolute discretion if any charge to your payment method is declined or reversed, your payment method expires and you have not provided us with a valid replacement payment method or in case of any other non-payment of account charges. (b) Collection. If your Service is disconnected, you will remain fully liable to us for all charges pursuant to this Agreement and any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney's fees. (c) Notices. You understand that it is difficult for Alliance Business Services to distinguish between credit and debit cards. You agree to waive your rights under Regulation E to receive ten (10) days advance notice from Alliance Business Services regarding the amount that Alliance Business Services will debit from your account. Alliance Business Services may send you messages about your billing from time to time, but Alliance Business Services is not obligated to do so. Alliance Business Services may change or cease its messages at any time without notice to you. 3.4 Disconnection; Discontinuance of Service. We reserve the right to suspend or discontinue the Service generally, or to disconnect your Service, at any time in our sole and absolute discretion. If we discontinue the Service generally, or disconnect your Service without a stated reason, you will only be responsible for charges accrued through the date of disconnection, including a pro-rated portion of the final Service Term charges. If your Service is disconnected on account of your breach of any provision of this Agreement, you will be responsible for all charges through the end of the current Service Term, including unbilled charges, plus the disconnection fee (if applicable), all of which will immediately be due and payable. Alliance Business Services will pursue collection for unpaid amounts on disconnected accounts and may report to credit bureaus. 3.5 Taxes. State and local governments may assess taxes, surcharges and/or fees on your use of Alliance Business Services service. These charges may be a flat fee or a percentage of your Alliance Business Services charges and may change from time to time without notice. These charges are based on the rates applicable to the address you provided to us. You are responsible for all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or a Device. Such amounts are in addition to payment for the Service or Devices and will be billed to your payment method as set forth in this Agreement. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate. 3.6 Disconnection Fee. You will be charged a disconnection fee of $50 per user (seat) if your Service is disconnected, subject to applicable state and local laws, before completion of the initial term. 3.7 Payphone Charges. If you use any toll free feature offered either now, or in the future, we will be entitled to recover from you any charges imposed on us either directly or indirectly in connection with toll free calls made to your number. We may recover these amounts by means of a per-call charge, rounded up to the next cent, or in such other fashion as we deem appropriate for the recovery of these costs.
3.8 Charges for Directory Calls (411). Directory assistance is included at the then current rate. Transferred/Forwarded Directory Assistance calls will be charged at $0.75 per call.

4. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES
4.1 Limitation of Liability. We will not be liable for any delay or failure to provide the Service, including 911 Dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:

• an act or omission of an underlying carrier, service provider, vendor or other third party;
• equipment, network or facility failure;
• equipment, network or facility upgrade or modification;
• force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions;
• equipment, network or facility shortage;
• equipment or facility relocation;
• service, equipment, network or facility failure caused by the loss of power to you;
• outage of, or blocking of ports by, your ISP or broadband service provider or other impediment to usage of the Service caused by any third party;
• any act or omission by you or any person using the Service or Device provided to you; or
• any other cause that is beyond our control, including, without limitation, a failure of or defect in any Device, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 911 Dialing) to be connected or completed, or forwarded. Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period.

4.2 Disclaimer of Liability for Damages. IN NO EVENT WILL ALLIANCE BUSINESS SERVICES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
4.3 Indemnification and Survival. (a) Indemnification. You shall defend, indemnify, and hold harmless Alliance Business Services, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party or user of the Service, relating to the Services, including, without limitation, 911 Dialing, or the Device. (b) Survival. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.
4.4 Mutual Provisions. Each party's indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such Claim.
4.5 No Warranties on Service. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER ALLIANCE BUSINESS SERVICES NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF ALLIANCE BUSINESS SERVICES'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY ALLIANCE BUSINESS SERVICES OR ALLIANCE BUSINESS SERVICES'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
4.6 Device Warranties (a) Limited Warranty. Except as set forth herein, if you received a Device from us and the Device included a limited warranty at the time of receipt, you must refer to the separate limited warranty document provided with the Device for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation. (b) No Warranty. IF A LIMITED WARRANTY DID NOT COME WITH YOUR DEVICE, YOU ARE ACCEPTING THE DEVICE "AS IS". YOUR DEVICE IS NOT ELIGIBLE FOR REPLACEMENT, REPAIR OR REFUND AFTER THE RISK FREE TRIAL PERIOD. (c) Retail Customer Limited Warranty. For Retail Customers only, we will provide a limited warranty on the Device as to manufacturing defects only for a period of one (1) year from the date of purchase. This Retail Customer limited warranty does not apply to any defect or failure other than a manufacturing defect, and, without limiting the generality of the foregoing, does not apply to any defect caused by damage in transit, retailer handling or Retail Customer handling. A Retail Customer's sole remedy for any breach of this Retail Customer limited warranty is to obtain a repaired or replacement Device, by following the return procedures set forth in Section 2.10. Retail Customer must include with the returned Device a letter stating that the Retail Customer is returning the Device for warranty repair or replacement and stating the nature of the defect. The Retail Customer limited warranty will also apply in lieu of the limited warranty included with the Device if such included limited warranty is less favorable to Retail Customer than that contained herein. (d) Disclaimer. OTHER THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE DEVICE OR ANY FIRMWARE OR SOFTWARE IS "ERROR FREE" OR WILL MEET CUSTOMER'S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE. DEVICE WARRANTIES DO NOT APPLY TO BUSINESS PLUS CUSTOMERS.
4.7 No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
4.8 Content. You will be liable for any and all liability that may arise out of the content transmitted by you or to any person, whether authorized or unauthorized, using your Service or Device (each such person, a "User"). You shall assure that your and your Users’ use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to disconnect or suspend your Services and remove your or your Users’ content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform to the requirements set forth in this Agreement or interferes with our ability to provide Services to you or others. Our action or inaction under this Section will not constitute any review or approval of your or Users’ use or content.

5. MISCELLANEOUS
5.1 Governing Law. The law of the state of your residence shall govern this Agreement as well as the relationship between you and us except to the extent such law is preempted by or inconsistent with applicable federal law. Notwithstanding the foregoing, because this Agreement evidences a transaction in interstate commerce, the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provision set forth below.
5.2 Mandatory Arbitration and No Jury Trial. Any dispute or claim between you, any member of your household or any guest or employee of you and us arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Whippany, New Jersey. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. You shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, NEW JERSEY.
5.3 No Waiver of Rights. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
5.4 Entire Agreement. This Agreement, including any future modifications as may occur within the terms of the Agreement and the rates for Services found on our website, constitute the entire agreement between you and Alliance Business Services and govern the use of the Service by you, employees, guests and other third persons. This Agreement supersedes any prior agreements between you and Alliance Business Services and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.
5.5 Severability. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

6. FUTURE CHANGES TO THIS AGREEMENT We may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted on www.AllianceBusinessServices.com/terms.html. Such changes will become binding to you on the date they are posted to our website and no further notice by us is required upon your continued use of the Service. The Agreement as and when posted supersedes all previously agreed to electronic and written terms of service, including, without limitation, any terms included with the packaging of the Device and also supersedes any written terms provided to Customers in connection with retail distribution, including, without limitation, any written terms enclosed within the packaging of the Device.

7. NOTICES. Notices regarding the following may be posted on Alliance Business Services’s website: (i) modifications, impositions or increases to regulations and Fees; (ii) new or modified documentation, including but not limited to Alliance Business Services Service Level Agreement, Privacy Policy and other internal documents; (iii) changes to rates, other than those affecting Customer under this Agreement; and (iv) new Services and information. Notices regarding (a) material changes to this Agreement; (b) internal or external changes materially impacting Alliance Business Services’s ability to do business; (c) breach; (d) termination; or (e) any other material information required to be in writing, will be in writing and deemed to have been given if delivered personally, by confirmed email or facsimile, or on the third day after mailing by first-class, registered or certified mail, postage prepaid to either Party at the addresses given above in the heading to this Agreement or to such other address as a Party may, from time to time, designate by notice to the other Party.

8. PRIVACY Alliance Business Services Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Alliance Business Services is not liable for any lack of privacy which may be experienced with regard to the Service.

9. EXPORT CONTROLS You agree to comply fully with all relevant export laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security (the "U.S. Export Controls"). Without limiting the generality of the foregoing, you expressly agrees that you shall not export, directly or indirectly, re-export, divert, or transfer any portion of the Service or any direct product thereof to any destination, company or person restricted or prohibited by U.S. Export Controls.

10. COPYRIGHT INFRINGEMENT; DIGITAL MILLENIUM COPYRIGHT ACT (DMCA) NOTICE. Materials may be made available via the Service by third parties not within our control. We are under no obligation to, and do not, review content posted on the Service for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party's copyright to remain on the Service. If you believe any materials on the Service infringe a copyright, you should provide us with written notice that at a minimum contains: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. All DMCA notices should be sent to our designated agent as follows: Alliance Business Services Legal Department, Attn: DMCA Notices, 1221 Post Road East, Westport CT 06880.

MACHINE-TO-MACHINE (M2M) TERMS AND CONDITIONS

Last updated 5-29-18

DEFINITIONS

1. Definitions:
1.1. Authorized Use: The use of the M2M Lines of Wireless Service that is permitted under this Agreement and set forth in the Alliance Service Order Form (Service Order).
1.2. Customer Product or Service: Any Customer product or service that Customer sells, leases or otherwise provides to its End Users and in which Customer has Embedded M2M Lines purchased under this Agreement.
1.3. Embedded: An M2M Line is “Embedded” if it: (i) is used exclusively for Machine-to-Machine data transmissions, and (ii) is used only within the functionality of the Customer Product or Service.
1.4. End User: An entity or person using a Customer Product or Service.
1.5. Equipment: Wireless data modems and similar devices and ancillary accessories used in conjunction with Wireless Service.
1.6. Legal Notice: Notice given in accordance with the requirements for “Legal Notices” set forth in the “Notices” section below.
1.7. Machine-to-Machine or M2M: The transmission of data using the Wireless Service between wireless devices and computer servers or other machines, or between wireless devices, with limited or no manual intervention or supervision.
1.8. M2M Line: An individual line of Wireless Service used for Machine-to-Machine transmission.
1.9. Wireless Service: Each and every radio service provided directly or indirectly by ALLIANCE. TERM OF AGREEMENT AND LINE TERM

2. Term; Early Termination Fees:
2.1. Term of Agreement (“Term”): ALLIANCE BUSINESS SERVICES (Alliance) agrees to provide Wireless Service to Customer for an initial term as stated in the Alliance Service Order (SERVICE ORDER), from the date this Agreement is executed by both Parties (“Effective Date”), and thereafter on a month-to-month basis unless canceled by either Party with at least 30 days written notice. Line Terms: The term for each Subscriber line begins on the date Wireless Service is activated for that line and continues for the term selected by the Customer or the Subscriber (“Line Term”). When the Line Term expires, Wireless Service continues on a month-to-month basis. Subscribers may change service plans without extending their line terms unless specific options in a service plan expressly require otherwise. Subscribers may take advantage of promotions or purchase Equipment at corporate pricing, after initial activation, however, this may require an extension of their Line Term. The contract will expire on the last day of the billing cycle subsequent to the completion of the contract term.
2.2. Early Termination Fees (“ETF”): Early Termination Fees (“ETF”): All cancelations of contract and non-contracts (month to month) must be done at the end of the billing cycle. For M2M Lines activated on Equipment provided by Alliance, ALLIANCE will charge an early termination fee (“ETF”) of $50.00 for each M2M Line terminated, or ported to another service provider, prior to the expiration of the Line Term.

3. Alliance Service Order, Authorized Use and Fraudulent Use:
3.1. ALLIANCE shall provide M2M Lines to Customer only under the terms and conditions set forth herein and in the SERVICE ORDER. Each SERVICE ORDER shall include, among other terms and conditions, the pricing details and the Authorized Use of the M2M Lines.
3.2. Use of Wireless Service for Remote Medical Monitoring Prohibited: Customer shall not use the Wireless Service for remote medical monitoring which, if agreed to by the Parties, would require additional terms and conditions.
3.3. Fraudulent or Unauthorized Use. It is Customer’s obligation to prevent (i) use of the Wireless Service by End Users and other third parties in violation of Section 3.1 or 3.2, and (ii) fraudulent or other unauthorized use of the Wireless Service or an MTN. Customer shall promptly notify ALLIANCE in writing if there is actual or suspected use of the Wireless Service in violation of this Section

4. Acknowledgement. Customer acknowledges and agrees:
4.1. that ALLIANCE may at any time be engaged directly or indirectly, including through or in connection with products and services of its other customers, in soliciting actual or prospective customers for Wireless Service or other services, products or Equipment that could be the same as or similar to and compete with a Customer Product or Service; and 4.2. that Customer has had the opportunity to independently investigate the Wireless Service for use in connection with the Customer Product or Service and the Authorized Use and is not relying on any representation, guarantee, or statement of ALLIANCE.

5. Equipment.
5.1. Except as may be set forth in the SERVICE ORDER, ALLIANCE shall have no obligation to provide or sell Equipment to Customer hereunder and Customer shall provide its own Equipment.
5.2. Equipment Requirements. Customer shall ensure that all Equipment and applications utilized by its End Users in connection with the Wireless Service and each End User's use thereof shall at all times comply with the requirements outlined in Agreement.
5.3. Customer’s failure to do so may cause Customer’s transmissions to fail, be blocked or misrouted, use Wireless Service not intended by Customer and/or be subject to additional charges beyond those set forth in this Agreement. Customer hereby agrees to pay such additional charges. ALLIANCE shall have no liability for Customer’s Equipment or Customer’s failure to maintain or meet requirements applicable to Customer’s Equipment. Under no circumstances shall ALLIANCE be responsible for or obligated to make any changes to its equipment, operations, network or systems to accommodate Customer or any End User.
5.4 Equipment Purchased from ALLIANCE. The following provisions apply to Equipment purchased directly from ALLIANCE by Customer pursuant to this Agreement: (a) Shipping, Risk of Loss and Acceptance: Billing and shipping addresses must be in the ALLIANCE licensed service area. Equipment will be shipped to the address designated on Customer’s order. Title and risk of loss pass to Customer and acceptance occurs upon receipt of the Equipment by Customer or Customer’s agent at the address designated on Customer’s order. ALLIANCE may charge Customer for shipping.

7. Account Implementation: In order for ALLIANCE to implement the benefits of this Agreement (including the creation of any custom pricing, options, features or applications), Customer must provide certain information, such as name, mobile telephone number and account information of any M2M Lines Customer wants to activate under this Agreement. Following receipt of all necessary information, ALLIANCE will complete Customer’s account implementation within 90 days.

8. Mobile Telephone Numbers.
8.1. Activation Process. (a) Customer shall make all requests for assignment of geographic MTNs by providing one or all the following values: area code and three-digit exchange, ZIP code, or City and State. Customer MTN activation and change requests will be assigned the next available number from the ALLIANCE’S number inventory system at the time of activation. (b) ALLIANCE shall use commercially reasonable efforts to make MTNs available for use by Customer at the time of activation within the areas served by the underlying carrier’s owned and operated network, based on Customer’s forecasts and twelve-month trending history. ALLIANCE will fulfill orders for MTNs in a commercially reasonable expedient manner assigning one mobile telephone number (“MTN”) to each M2M Line. ALLIANCE’S obligation to provide MTNs is subject to: (i) the availability of MTNs and the capacity of the underlying carrier’s network and systems; and (ii) reasonable delays if additional time is needed by the underlying carrier to comply with State or Federal MTN management requirements. ALLIANCE shall have no liability for capacity limitations of the underlying network or systems or MTN shortages and has no obligation to construct additional capacity in its network or systems.
8.2. MTN Inventory, Activation Process Modifications, Rights in MTNs. (a) If Customer is using geographic MTNs, but Customer’s needs can be satisfied with a non-geographic number solution (e.g. 5XX numbers where the NPA begins with a “5” and there is no rate center associated with the MTN), Customer shall migrate to a non-geographic number solution for all new activations when the underlying carrier offers such a solution. The Customer’s existing lines using geographic numbers shall be eliminated through attrition only. (b) Customer may port its geographic MTNs from ALLIANCE to another carrier, however Customer does not have any property right in the MTN. Customer may not port its non-geographic MTNs from ALLIANCE to another carrier because non-geographic MTNs are not portable. ALLIANCE may change, reassign or eliminate an MTN upon reasonable notice to Customer under certain circumstances, including fraud prevention, area code changes, and regulatory or statutory law enforcement requirements. Customer shall bear the cost of reprogramming End User and Customer Equipment, systems, Products and Services in connection therewith. Customer’s failure to perform such reprogramming may adversely affect Customer’s ability to provide its Products or Services, but Customer shall still be obligated to pay for the M2M Lines and Wireless Service as provided in this Agreement.
8.3. Equipment Location. All Equipment activated on M2M Lines at a fixed location must be located by Customer and End Users within the areas served by the underlying carrier’s owned and operated network. Equipment activated on M2M Lines which are mobile may roam on the networks of the underlying carrier’s roaming partners but shall not be permanently located in the roaming area.
8.4. Equipment on Terminated Lines (a) When a Customer M2M Line is terminated, Customer shall ensure that the Equipment that was activated on that Line (“Terminated Equipment”) does not register or attempt to register on the underlying carrier’s network. Customer shall immediately inform ALLIANCE of all M2M Lines and Equipment that are terminated. If Terminated Equipment continues to attempt to register on the underlying carrier’s network, (i) Customer will incur and shall pay additional charges and fees, and (ii) if Customer fails to prevent Terminated Equipment from attempting to register within 30 days after notice from ALLIANCE, ALLIANCE shall have the right to charge Customer and Customer shall pay a monthly twenty-five-dollar ($25) fee for each unit of Terminated Equipment until the failure is corrected. (b) ALLIANCE shall have the right to use over-the-air means to access Terminated Equipment for the purpose of downloading software or PRLs designed to disable Terminated Equipment to prevent attempts to contact the underlying carrier’s network.

9. Purchases by Customer (Authorized Contact(s)): Customer shall identify representatives authorized to purchase Wireless Service under this Agreement and to act on its behalf (“Authorized Contact(s)”) by providing their name(s), telephone number(s), and business and e-mail address(es) in writing to ALLIANCE. Customer’s initial Authorized Contact(s) may be identified on the first page of the SERVICE ORDER Agreement. An Authorized Contact shall have full authority to handle all matters contemplated by the Agreement or relating to Customer’s account(s), unless otherwise specified by Customer in writing to ALLIANCE. Customer may elect to designate a third party as an Authorized Contact provided it complies with the requirements set forth in the “Customer’s Use of Third Parties” section below.

10. Use with Customer Product or Service Required: This Agreement specifically contemplates the purchase of M2M Lines of Wireless Service by Customer to be Embedded in the Customer Product or Service. Customer shall not provide Wireless Service to End Users independent of the Customer Product or Service. Except upon written agreement between the Parties, third parties (including agents, contractors or contract employees, and franchisees of Customer or of Customer’s parents and affiliates) may not purchase Wireless Service under this Agreement.

11. Customer Billing and Payments:
11.1. Monthly Bills: ALLIANCE bills will be made available on a monthly basis, and Customer shall pay all fees and charges, including any applicable Taxes and Surcharges, as defined below. Monthly access fees and feature charges are generally billed in advance, while airtime overage and other usage charges are billed in arrears. Monthly billing cycles vary and may not correspond to calendar months. ALLIANCE provides billing for third parties, and charges for third party services and applications may be placed on Customer’s bill. Customer has the option, at no cost, to block or restrict access to third-party services or applications that may involve a charge being placed on Customer’s bill. Customer shall pay all charges attributable to End User and other third party fraudulent use of the M2M Lines of Wireless Service.
11.2. Payment Terms: Customer shall pay all undisputed charges by the due date of each bill. Past due amounts shall be, to the extent permitted by the law of the state where Customer’s billing address is located, subject to a late payment fee of 1½% per month (18% annually) or $5 per month, whichever is greater. If payment by check or similar negotiable instrument is returned by a bank for any reason, ALLIANCE will charge Customer a returned check fee.
11.3. Disputed Charges: In the event of disputed charges, Customer must, as soon as practicable following identification of such dispute, but not to exceed 60 days from the due date of the bill, provide written notice to ALLIANCE, which shall include the date of the bill, disputed amounts, the reason for the dispute, and any supporting documentation. The Parties will use their good faith efforts to reconcile any disputed charges within 60 days of the date of notification, after which the Parties may invoke the process set forth in the “Dispute Resolution” section below.
11.4. Failure to Pay: ALLIANCE may, upon prior written notice to Customer, suspend or terminate Wireless Service to some or all M2M Lines or deny new activations due to Customer’s failure to either make payment or dispute charges in accordance with the foregoing provisions regardless of any deposit provided by Customer. If ALLIANCE sends Customer’s account to a collection agency, ALLIANCE may also charge Customer for any fees that ALLIANCE is charged by the collection agency, if it is permitted by the law of the state where Customer’s billing address is located
11.5. Billing Records: Upon reasonable notice from Customer, ALLIANCE will provide copies of Customer’s billing records, to allow Customer to examine their accuracy. Such records shall be provided to Customer in electronic format within a mutually agreed-upon timeframe. If the records cannot be produced electronically or in any matter, or Customer disputes the authenticity of such records at a mutually convenient time. Such information shall be maintained by ALLIANCE for a period of ninety (90) days from the date of payment and Customer may request copies no more than once per contract year, limited to those billing records created since the most recent examination. Customer shall be responsible for the costs of any such examination.

12. Taxes, Surcharges and Exemptions: If any federal, state, local or foreign tax, fee, assessment or other charge is required by law to be collected by ALLIANCE (each, a “Tax”), or a serving carrier charges Tax on a roaming call, then ALLIANCE may bill such Tax to Customer, and Customer shall pay such Tax. If ALLIANCE incurs a tax (other than a net income tax) or other expense to comply with legal or governmental requirements, or other expense to provide or improve service to its customers, and ALLIANCE bills a surcharge to recover or offset the cost of such expense (a “Surcharge”), then Customer shall pay such Surcharge. Taxes and Surcharges may change from time to time. With respect to any Tax other than a Tax charged by a serving carrier on a roaming call, if Customer provides ALLIANCE with an exemption certificate in the form provided by law, or with other evidence of exemption acceptable to ALLIANCE, then that specific Tax will not be collected from Customer. If an exemption applied by ALLIANCE at Customer's request is found not to apply, then Customer shall upon demand pay ALLIANCE the uncollected Tax and all related interest, penalties and additions to the Tax. ALLIANCE shall not issue credits for a Tax that is billed prior to ALLIANCE's receipt of evidence of exemption.

13. Bankruptcy/Insolvency/Creditworthiness: Either Party may terminate this Agreement upon Legal Notice if: (a) the other Party makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they mature; (b) a trustee or receiver of any substantial part of the other Party’s assets is appointed by any court; or (c) a proceeding is instituted under any provision of the Federal Bankruptcy Laws by or against the other Party, and such proceeding is acquiesced in or is not dismissed within 60 days or results in an adjudication in bankruptcy. Notwithstanding the above, Customer’s right to terminate pursuant to this section may only be invoked if ALLIANCE is unable to provide Customer with Wireless Service under this Agreement as a result of the foregoing. If Customer terminates the Agreement pursuant to this section, it shall not be relieved of its obligation to pay for any Wireless Service used. At any time during the term of this Agreement, ALLIANCE may require Customer to provide a deposit to secure payment based upon Customer’s creditworthiness or payment history with ALLIANCE. Any such deposit shall not relieve Customer of its obligation to pay any ALLIANCE bills. ALLIANCE shall pay any interest required by law on such deposit.

14. WARRANTY DISCLAIMER. ALLIANCE AND ITS AFFILIATES AND CONTRACTORS MAKE NO WARRANTIES WHASERVICE ORDEREVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, QUALITY, PERFORMANCE OR NON-INFRINGEMENT OF THE WIRELESS SERVICE OR EQUIPMENT OR THEIR USE IN CONNECTION WITH THE CUSTOMER PROVIDED EQUIPMENT OR THE CUSTOMER PRODUCT OR SERVICE. WITH RESPECT TO ALLIANCE, CUSTOMER PURCHASES THE EQUIPMENT "AS IS." EQUIPMENT PURCHASED UNDER THIS AGREEMENT SHALL BE SUBJECT TO ANY WARRANTIES PROVIDED TO CUSTOMER BY THE EQUIPMENT MANUFACTURER.

15. LIMITATION OF LIABILITY. ALLIANCE AND ITS AFFILIATES AND CONTRACTORS WILL HAVE NO LIABILITY TO CUSTOMER OR ANY END USER: A) IF CHANGES IN THE WIRELESS SERVICE OR IN THE UNDERLYING CARRIER’S NETWORK, SYSTEMS, OPERATIONS, EQUIPMENT, POLICIES OR PROCEDURES RENDER OBSOLETE OR OUTDATED ANY EQUIPMENT, HARDWARE, DEVICES OR SOFTWARE PROVIDED BY CUSTOMER TO END USERS IN CONJUNCTION WITH THEIR USE OF THE CUSTOMER PRODUCT OR SERVICE; B) FOR ANY CAUSES OF ACTION, LOSSES OR DAMAGES OF ANY KIND WHASERVICE ORDEREVER ARISING OUT OF (I) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, OR DEFECTS IN FURNISHING WIRELESS SERVICE, (II) FAILURES OR DEFECTS IN THE UNDERLYING CARRIER’S NETWORK OR SYSTEMS, (III) USE OF THE CUSTOMER PRODUCT OR SERVICE OR CUSTOMER’S EQUIPMENT, OR (IV) DISABLING OF EQUIPMENT PURSUANT TO SECTION 7.5(b). c) FOR ANY INJURY TO PERSONS OR PROPERTY, LOSSES (INCLUDING ANY LOSS OF BUSINESS), DAMAGES, CLAIMS OR DEMANDS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, USE OR INABILITY TO USE THE WIRELESS SERVICE OR EQUIPMENT, RELIANCE BY ANY END USER OR CUSTOMER ON ANY DATA PROVIDED OR OBTAINED THROUGH USE OF THE WIRELESS SERVICE OR EQUIPMENT, ANY INTERRUPTION, DEFECT, ERROR, VIRUS, OR DELAY IN OPERATION OR TRANSMISSION, ANY FAILURE TO TRANSMIT OR ANY LOSS OF DATA ARISING OUT OF OR IN d) CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL ALLIANCE OR ITS VENDORS BE LIABLE FOR LOSSES, DAMAGES, CLAIMS OR EXPENSES OF ANY KIND ARISING OUT OF THE USE OR ATTEMPTED USE OF, OR THE INABILITY TO ACCESS, LIFE SUPPORT OR MONITORING SYSTEMS OR DEVICES, 911 OR E911, OR OTHER EMERGENCY NUMBERS OR SERVICES.

17. LIMITATION OF DAMAGES. IN NO EVENT SHALL ALLIANCE, ITS AFFILIATES AND CONTRACTORS BE LIABLE TO CUSTOMER, ANY END USER, OR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS, OR ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

18. End User Service Agreement. Prior to authorizing any End User to access or use the Wireless Service or Customer Product or Service, Customer shall cause such End User to enter into a service agreement which contains the following provision, and which is otherwise reasonably satisfactory to ALLIANCE: “End User EXPRESSLY UNDERSTANDS AND AGREES THAT IT HAS NO CONTRACTUAL RELATIONSHIP WHASERVICE ORDEREVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT End User IS NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN Customer AND THE UNDERLYING CARRIER. IN ADDITION, End user ACKNOWLEDGES AND AGREES THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO End User AND End User HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR.”

19. Indemnification:
19.1. Mutual Indemnification: Each Party shall defend, indemnify, and hold harmless the other Party from any and all losses and damages claimed by a third party in any action or proceeding, against the indemnified Party alleging bodily injury (including death) or damage to property, caused by or alleged to have been caused by the negligence or other wrongful acts or omissions of the indemnifying Party, its employees and authorized agents while on the other Party’s premises, including any final monetary judgments, settlements, reasonable costs and reasonable attorneys’ fees awarded therein.
19.2. Customer Indemnity. ALLIANCE shall not be liable for, and Customer shall defend, indemnify, hold harmless and forever discharge ALLIANCE from, all damages (including personal injury or death and damage to property), claims, actions, losses, liabilities and other expenses (including reasonable attorneys’ fees), regardless of the time when they occur, that arise out of any action brought by an End User or other third party in connection with (i) it’s or Customer’s use of Wireless Service or the Customer Product or Service (used independently or in conjunction with the Wireless Service) or any Equipment or software used in conjunction therewith, (ii) any disabling of Equipment by ALLIANCE, or (iii) any breach or violation of this Agreement by Customer including any representations and warranties provided herein.
19.3. Notice and Defense: The Party seeking indemnification shall: (a) provide the other Party with prompt Legal Notice of the claim; (b) allow the indemnifying Party to control the defense and settlement of the claim, provided, however, that the indemnifying Party shall not agree to any injunctive relief or settlement that obligates the indemnified Party to perform any obligation, make an admission of guilt, fault or culpability, or incur any expense, without such indemnified Party’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned; (c) have the right to obtain its own counsel at its own expense; and (d) provide reasonable cooperation to the indemnifying Party.

20. Customer’s Records and Audit.
20.1. Audit. Within ten (10) days after written request from ALLIANCE, Customer shall provide photocopies of all business records evidencing Customer’s compliance with its obligations pursuant to this Agreement that ALLIANCE may reasonably request including, but not limited to, records verifying the manner in which Customer uses the Wireless Service.
20.2. Violation of Authorized Use. If ALLIANCE determines that M2M Lines have been used in a manner not permitted by the Authorized Use and Customer fails to cure such violation within thirty (30) days following Legal Notice from ALLIANCE informing Customer of such violation, then, in addition to such other rights as ALLIANCE may have under this Agreement or at law or in equity, ALLIANCE shall have the following rights: a) to suspend or terminate such M2M Lines on notice to Customer; b) to retroactively bill Customer charges for such M2M Lines at ALLIANCE’S standard non-discounted rates applicable to lines used in the manner such M2M Lines were used by Customer. Such charges shall be paid by Customer within thirty (30) days of the date of ALLIANCE’S bill; c) if Customer continues using M2M Lines other than for the Authorized Use, ALLIANCE may deny activation to new M2M Lines or may terminate this Agreement and any or all M2M Lines.

21. Governing Law: This Agreement and all claims relating to the relationship between CUSTOMER and ALLIANCE, including all claims in tort, contract, at law or in equity will be governed by, construed, enforced and interpreted in accordance with the laws of the State of New Jersey without regard to the choice of law principles thereof. The Parties agree that any action related to this Agreement shall be brought and maintained only in a Federal or State court of competent jurisdiction located in New Jersey. The Parties agree that service of process, summons or notice or document by U.S. registered mail to such Party's respective address set forth herein, shall be effective service of process for any action, suit or proceeding in the domestic United States with respect to any matters to which it has submitted to jurisdiction as stated in this paragraph.

22. Compliance with Laws.
22.1. Customer shall comply with all federal, state and local laws, treaties, rules, regulations and ordinances applicable to the Customer Product or Service, including (i) all Federal Communications Commission rules and regulations, (ii) all privacy and security requirements, including those, if applicable, pertaining to medical devices or location-based services, and (iii) all consumer protection rules and regulations. Without limiting the scope of the foregoing, Customer agrees as follows: (a) it shall comply with Department of Treasury’s Office of Foreign Assets Control (OFAC) regulations to not provide the Wireless Service to any individual or entity appearing on the OFAC Specially Designated Nationals (SDN) list or that is the subject of an embargo or sanction; (b) all functionality provided by Customer does and will comply in all respects with the Communications Assistance for Law Enforcement Act (“CALEA”). Customer shall certify in writing on each anniversary of the Effective Date or on ALLIANCE’S reasonable request, that it is in compliance with its obligations under this Section; (c) Customer shall comply with any federal, state and local laws, rules, regulations or legal requirements that apply to the manufacturing, marketing, sale or distribution of medical applications or medical devices in the United States, including the following and any related amendments, if applicable: (i) the Health Insurance Portability and Accountability Act (“HIPAA”); (ii) the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”); (iii) the Federal Food, Drug and Cosmetic Act (“FDC Act”); (iv) orders, rulings, guidance documents, policies, regulations and requirements of the U.S. Department of Health and Human Services and the U.S. Food and Drug Administration adopted under HIPAA, the HITECH Act or the FDC Act; (v) the Federal Trade Commission Act; (vi) orders, rulings, guidance documents, policies, regulations and requirements of the U.S. Federal Trade Commission; (vii) state laws and regulations regarding the adoption of policies and procedures to protect the privacy and security of personal information; (viii) state laws and regulations regarding the encryption of personal information; and (ix) state laws and regulations governing the unauthorized disclosure or breach of personal information, including breach notification laws. Customer shall also comply with any applicable laws, rules, regulations and policies related to software applications in any other countries where they are available. Customer agrees that it shall not seek any regulatory determination or decision relating to the medical applications and medical devices that may impose any legal obligations or restrictions on ALLIANCE; (d) Customer acknowledges that the export, import, and use of certain hardware, software, and technological data provided under this Agreement is regulated by the United States and other governments and agrees to comply with all applicable laws and regulations, including the U.S. Export Administration Act, the regulations promulgated thereunder by the U.S. Department of Commerce, and any other applicable laws or regulations such as those that prohibit Equipment or Wireless Service from being used in or accessed by a national of Cuba, Iran, North Korea, Sudan, Syria or any other sanctioned or embargoed country. If Customer chooses to access or use the Equipment or Wireless Service or any website or portal maintained by ALLIANCE from locations outside the United States, Customer does so on its own initiative and will be solely responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of technical data exported from or imported to the United States or the country in which Customer is accessing or using the Equipment or Wireless Service or such website or portal. Customer acknowledges that ALLIANCE has made no representations concerning the appropriateness or availability of the content on any website or portal maintained by ALLIANCE (e) when accessed in locations outside the United States, and accessing same from locations where their contents are illegal is prohibited; and (f) if Customer elects to receive government funds, (1) Customer shall comply in all respects with any and all federal and state laws, rules, regulations and orders that apply to carriers receiving such funds, including, but not limited to, any exempting any certain class of End Users from assessment of any tax, fee, duty, surcharge or other tax-like charge (including, but not limited to, any restriction on the assessment of universal service fund surcharges or number portability fees against qualified, low-income subscribers), (2) ALLIANCE shall have no obligation to Customer to make modifications or changes to any of its processes or procedures, the Wireless Service or the ALLIANCE network used by Customer, in satisfaction of any federal or state requirements related to receipt of government funds, and (3) ALLIANCE shall have no obligation to Customer to furnish, maintain or retain information in satisfaction of any federal or state requirements related to Customer’s receipt of government funds in the form of reports, records, maps, certifications, documentation or other forms of data.
22.2. ALLIANCE shall comply with all federal, state and local laws, rules, regulations and ordinances to the extent applicable to the provision of Wireless Service under this Agreement.

23. Confidential Information:
23.1. Use and Disclosure: Each Party shall hold in confidence Confidential Information received from the other Party for the term of this Agreement and a period of 2 years thereafter. “Confidential Information” means information (in written, graphic, oral or other tangible or intangible form) concerning the disclosing party’s business, customers, products, services, trade secrets and personnel, and designated as confidential by the disclosing party (if tangible information) by conspicuous markings or (if oral information) by announcement at the time of initial disclosure and written documentation thereof within 30 days thereafter, or if not so marked or announced and documented should reasonably have been understood as being confidential information of the disclosing party either because of other legends or markings, the circumstances of disclosure or the nature of the information itself. Confidential Information may include proprietary material as well as material subject to and protected by laws regarding secrecy of communications or trade secrets, and may include information acquired by the disclosing party from a third party under an obligation of confidentiality. Confidential Information also shall include the pricing and other terms and conditions of this Agreement, which both Parties shall be required to hold in confidence. Neither Party shall disclose Confidential Information of the other Party to any third party or use Confidential Information of the other Party for any purpose other than as specified in this Agreement. ALLIANCE may share Confidential Information with its affiliates (together with ALLIANCE, the “ALLIANCE Companies”) solely for the purpose of offering Customer current and future products and services available from ALLIANCE BUSINESS SERVICES. The Parties may disclose Confidential Information of the other Party to their agents that have a need to know under this Agreement and are bound by non-disclosure obligations that are substantially similar to those set forth herein. Customer’s agents are subject to the additional requirements set forth in the “Customer’s Use of Third Parties” section below.
23.2. General Exclusions: The foregoing restrictions shall not apply to information to the extent that it: (a) is or becomes publicly available through no act or omission of the receiving Party; (b) was already in the lawful possession of the receiving Party without an obligation of confidentiality; (c) is lawfully disclosed to the receiving Party by a third party without restriction; (d) is required to be disclosed by subpoena or other legal process, limited to the extent required by the terms of such subpoena or other legal process; (e) is approved in writing by the disclosing Party for further disclosure; (f) is independently developed without reference to the Confidential Information and is so documented by the receiving Party; or (g) is required to port telephone numbers. ALLIANCE shall not be deemed to have received Confidential Information of Customer solely because Customer receives, transmits, obtains or otherwise exchanges such information through the use of the Wireless Service, or a ALLIANCE service to Customer involves the hosting, transport or other similar handling of such information.
23.3. Permitted Usage and Disclosure of Confidential Information: Nothing contained herein shall prevent either Party from using or disclosing Confidential Information for the purposes of disclosing general information about this Agreement in limited internal announcements to its employees.

24. Marks.
24.1. Customer hereby acknowledges that the underlying carrier owned and/or licensed name(s), trademarks, and service marks (“Underlying Carrier Marks”) are the sole property of the underlying carrier and/or its parents or affiliates, and are good, valid, and enforceable in law and equity. Customer shall not challenge or assist in challenging the validity of registrations thereof, or engage in any activities or commit any acts, directly or indirectly, which may contest, dispute or otherwise impair the right, title and interest of the underlying carrier or its parents or affiliates therein. Customer neither has nor shall acquire, any right, title or interest in or to the Underlying Carrier Marks.
24.2. Customer shall not use any of the Underlying Carrier Marks, or any language from which the Underlying Carrier Marks may be inferred or implied, for any reason unless the underlying carrier has expressly approved such usage in writing in advance. Any unauthorized direct or implied use of the Underlying Carrier Marks by Customer shall be a material breach of this Agreement and shall constitute an infringement of the Underlying Carrier Marks.

25. No Agency. The Parties are independent contractors. Customer is not authorized to act as an agent for or legal representative of ALLIANCE and does not have and shall not represent that it has any authority to assume or create any obligation on behalf of ALLIANCE.

26. Wireless Service Availability: Wireless Service uses radio technologies and is subject to transmission and service area limitations, interruptions and dropped calls caused by atmospheric, topographical or environmental conditions, cell site availability, Equipment or its installation, governmental regulations, system limitations, maintenance or other conditions or activities affecting Wireless Service operation. Wireless Service and/or features may not be available in all areas. Wireless Service is only available within each applicable plan coverage area, within the operating range of the wireless systems, and with Equipment that is authorized to operate on the underlying carrier’s network.

27. Enhancement of Wireless Service: Due to regulatory requirements regarding the underlying carrier’s network licenses, Customer shall obtain the underlying carrier’s prior approval and written agreement before it may install, deploy or use any regeneration equipment or similar mechanism (for example, a repeater) to originate, amplify, enhance, retransmit or regenerate Wireless Service. ALLIANCE may terminate lines and, upon Legal Notice, may terminate this Agreement and pursue any other available remedies if Customer violates this section.

28. Use of Wireless Service and Equipment: In order to protect the underlying carrier’s network, operations and other customers, ALLIANCE may suspend or terminate service to affected lines if Customer uses the Wireless Service or Equipment: (a) in an illegal or unauthorized manner (including “spamming” or other abusive messaging); (b) in a manner prohibited by the applicable plan, option, feature or application; or (c) in a manner that has an adverse impact on the underlying carrier’s network, operations or customers. If Customer continues using the Wireless Service in such a manner, ALLIANCE may deny activation to new M2M Lines or, upon Legal Notice, may terminate this Agreement.

29. Assignment: Provided an assignee possesses the financial and operational capabilities to perform under this Agreement and agrees in writing to assume and fully discharge all of the duties and obligations of the assignor arising under this Agreement, either Party may assign this Agreement in its entirety, without the other Party’s consent, to either of the following: (a) any entity that controls, is controlled by or is under common control with the assigning Party; or (b) a successor in interest to all or substantially all of the assets and business of the assigning Party. Customer may not assign its rights or delegate its duties under this Agreement to any direct competitor of ALLIANCE without the prior written consent of ALLIANCE. Except for the foregoing, neither Party may assign its rights under this Agreement to any other entity without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed or conditioned. Subject to the provisions of this section, this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns, if any, of the Parties hereto.

30. Termination: Except as otherwise expressly stated in this Agreement, either Party shall have the right to terminate this Agreement for default if (i) the defaulting Party fails to comply with any material term, condition, or obligation of this Agreement; (ii) the non-defaulting Party provides Legal Notice to the defaulting Party specifying the default; and (iii) the defaulting Party fails to cure such default within thirty (30) days after receipt of such notice. If the defaulting Party has commenced to cure the default but it cannot reasonably be cured within the thirty (30) day period, then the non-defaulting Party may not terminate this Agreement as long as the defaulting Party takes appropriate steps to cure the default at the earliest reasonable time. Notwithstanding the foregoing, there shall be only a ten (10) day cure period with respect to a default by Customer based on (a) a violation of any Federal Communications Commission rule or regulation that could adversely affect any Federal Communications Commission spectrum license held by the underlying carrier or any of its affiliates

31. in the Wireless Service area; (b) failure to certify or re-certify Equipment as required by Section 5.2 and Attachment B, or (c) Customer’s failure to make payments under this Agreement. If ALLIANCE, as the defaulting Party, fails to cure as provided above, and Customer exercises its right of termination, Customer shall nevertheless remain responsible for all accrued charges incurred for Wireless Service, up to and including the effective date of termination, as well as any applicable ETFs for each M2M Line that was not directly affected by the breach.

32. Force Majeure: Any failure of ALLIANCE to perform hereunder shall be excused if caused by failure of a third-party wireless or telecommunications provider serving a particular area, power failure, national emergency, interference by any governmental agency, acts of God, strikes, other labor disturbance, severe weather conditions, fire, terrorism, riots, war, earthquakes, or any other causes beyond ALLIANCE’S reasonable control.

33. Notices: Whenever this Agreement calls for a “Legal Notice” to be given, notice shall be given in writing and shall be valid and sufficient if dispatched by: (a) registered or certified mail, postage prepaid, (b) hand delivery or (c) a nationally recognized express courier, and addressed to the address(es) for the receiving Party designated on the cover page of this Agreement (as may be updated in writing from time to time by Legal Notice). Notice to Customer may be made to Customer’s designated Authorized Contact(s). Any notice given in accordance with the foregoing requirements shall be deemed effective upon delivery. All other notices and communications related to this Agreement may be made via mail or e-mail to an Authorized Contact, mail to the billing address on the account, and/or message with Customer’s monthly bill.

34. Governing Law, Venue and Jurisdiction: Subject to the provisions of the “Dispute Resolution and Mandatory Arbitration” section above, the validity, construction and performance of this Agreement shall be governed and interpreted in accordance with the laws of the State of New Jersey, without reference to its conflict of laws or other rules that would require the application of the laws of another jurisdiction. Each Party submits to personal jurisdiction exclusively in Johnstown, PA, and waives all objections to a Pennsylvania venue.

35. Counterparts and Admissibility of Copies: This Agreement may be executed in counterparts each of which when executed and delivered shall be deemed to be an original and all of which together shall constitute one and the same instrument. An electronic or facsimile copy of the executed Agreement or counterpart shall be deemed, and shall have the same legal force and effect as, an original document.

36. No Waiver: Any forbearance or delay on the part of either Party in enforcing any rights under this Agreement shall not be construed as a waiver of such rights. Any grant of a waiver in one instance shall not be construed as a continuing waiver in all similar instances. No provision of this Agreement shall be considered waived unless expressly waived in writing, signed by the party against whom enforcement of such provision is sought.

37. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. Moreover, the Parties agree that the invalid, illegal or unenforceable provision shall be enforced to the maximum extent permitted by law in accordance with the intention of the Parties as expressed by such provision.

38. Survival: Termination of this Agreement shall not affect either Party’s accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended.

39. Entire Agreement:
39.1. This Agreement including any attachments and the terms and conditions of any plans, options, features, and applications (collectively, “Service Offerings”) selected by Customer, constitute the entire agreement between the Parties with respect to the subject matter hereof. The terms and conditions of this Agreement shall prevail over any conflicting terms and conditions of a Service Offering, except for terms and conditions that are specific to the use of the selected service. This Agreement shall not be amended or modified without specific written agreement signed by both Parties. In no event shall any terms and conditions be added or modified by purchase order. This Agreement supersedes all prior agreements for the provision of Embedded M2M Lines of Wireless Service between Customer and ALLIANCE. 39.2. If Customer has an existing agreement governing telemetry or M2M Lines which are not Embedded in a Customer Product or Service, the terms and conditions therein are independent of this Agreement, and such provisions shall continue to apply to Customer’s other telemetry lines under that Agreement unless otherwise expressly noted herein. REGULATORY DISCLOSURES Customer Consent to Use CPNI: [Not Applicable to Arizona customers.] ALLIANCE BUSINESS SERVICES may need Customer’s permission to share information about Customer as described below. The Federal Communications Commission (“FCC”) and various states require ALLIANCE to protect certain information that is made available to it solely by virtue of Customer’s relationship with it. This information is known as Customer Proprietary Network Information ("CPNI"), and it includes information relating to the quantity, technical configuration, type, destination, location, and amount of use of Customer’s telecommunications services purchased (including specific calls Customer makes and receives) and related local and toll billing information. CPNI does not include subscriber lists or published information (listed or unlisted), such as Customer’s name, telephone number and address; such information is not subject to the CPNI rules’ use limitations. ALLIANCE BUSINESS SERVICES acknowledges that Customer has a right under federal and state law to protect the confidentiality of Customer’s CPNI, and to direct ALLIANCE BUSINESS SERVICES not to use Customer’s CPNI or to limit use and disclosure of and access to it, and ALLIANCE BUSINESS SERVICES has a duty to comply with the limitations Customer designates. By its signature on this Agreement, Customer grants ALLIANCE BUSINESS SERVICES permission, solely for the purpose of offering Customer current and future products and services available from ALLIANCE BUSINESS SERVICES, to use, to permit access to and to disclose Customer’s CPNI among ALLIANCE BUSINESS SERVICES and to their agents, contractors, and partners. Customer has a right to disapprove of these uses of CPNI, and may withdraw or limit this consent at any time by e-mailing ALLIANCE at support@AllianceBusinessServices.com. Customer’s consent will remain valid until ALLIANCE receives such a notice withdrawing consent. Customer’s refusal or withdrawal of consent will not affect the provision of services to which Customer subscribes.

ALLIANCE BUSINESS SERVICES ACCEPTABLE USE POLICY

Last updated 8-15-12

ALLIANCE BUSINESS SERVICES offers its customers the means to acquire and disseminate a wealth of public, private, commercial and non-commercial information. ALLIANCE BUSINESS SERVICES also wants its customers to be informed of their rights and obligations -- and those of ALLIANCE BUSINESS SERVICES – in connection with their use of any communications services offered by ALLIANCE BUSINESS SERVICES. This Acceptable Use Policy (“AUP”), which supplements and explains certain terms of each customer’s agreement, is intended as a plain English guide to those rights and obligations. This AUP may be revised from time to time. Customers are responsible for monitoring Alliance Business Services’ Website, www.AllianceBusinessServices.com, for changes. A customer’s use of services after the changes have posted will constitute the customer’s acceptance of any new or additional terms of the AUP that result from those changes. The fundamental fact about the Internet is that no one owns or controls it. This fact accounts for much of the Internet's openness and value, but it also places a high premium on the judgment and responsibility of those who use the Internet, both in the information they receive and in the information they disseminate to others. When customers obtain information through the Internet, they must keep in mind that Alliance Business Services cannot monitor, verify, warrant or vouch for the accuracy and quality of the information that customers may acquire. For this reason, the customer must exercise his or her best judgment in relying on information obtained from the Internet, and also should be aware that some material posted to the Internet is sexually explicit or otherwise offensive. Because Alliance Business Services cannot monitor and censor the Internet, and will not attempt to do so, Alliance Business Services cannot accept any responsibility for injury to its customers (or any of their end users or accounts holders) that results from inaccurate, unsuitable, offensive, illegal or unlawful Internet communications. When customers disseminate information through Alliance Business Services’ network, they also must keep in mind that Alliance Business Services does not review, edit, censor or take responsibility for any information its customers may create. This places on customers what will be, for most, an unfamiliar responsibility. When users place information on the Internet, they have the same liability as other authors for copyright infringement, defamation and other harmful speech. Also, because the information they create is carried over Alliance Business Services facilities or the facilities of Alliance Business Services’ underlying carriers and their affiliates, and may reach a large number of people, customers' postings through communication services offered by Alliance Business Services’/Alliance Business Services’ underlying carrier’s network may affect other network users and may harm Alliance Business Services’ goodwill, business reputation and operations and/or the goodwill, business reputation and operations of Alliance Business Services’ third party providers or partners. The bulleted actions described below are defined by Alliance Business Services as “system abuse” and are expressly prohibited under this AUP. The examples listed below are not exhaustive and are provided solely as guidance to the customer. In general, customers may not use the Alliance Business Services/Alliance Business Services’ underlying carrier’s network, machines or services in any manner which: - violates any applicable law, regulation, treaty or tariff - violates the acceptable use policies of any networks, machines, or services which are accessed through Alliance Business Services/Alliance Business Services’ underlying carrier’s network - infringes on the intellectual property rights of Alliance Business Services or others; - violates the privacy of others - involves deceptive online marketing practices including, without limitation, practices that violate the United States Federal Trade Commission’s guidelines for proper online marketing schemes; or otherwise violates this AUP. Prohibited activities also include, but are not limited to, the following:

- attempting to interfere with or denying service to any user or host (e.g., denial of service attacks);

- falsifying header information, user identification or user information;

- introduction of malicious programs into the network (e.g., viruses, worms, Trojan horses, etc.)

- monitoring or scanning the networks of others without permission (e.g port scan)

- attempted or successful security breaches or disruption of Internet communication, including without limitation

- accessing data, machines or networks of which the customer is not an intended recipient or user or logging into a server or account that the customer is not expressly authorized to access (e.g. hacking or cracking);

- executing any form of network monitoring (e.g., packet sniffer) which will intercept data not intended for the customer;

- using any program/script/command, or sending messages of any kind, designed to interfere with a third party customer terminal session, via any means, locally or via the Internet;

- sending unsolicited commercial e-mail or unsolicited bulk e-mail (e.g. UCE, UBE, or spamming) through the Alliance Business Services/Alliance Business Services’ underlying carriers Internet network; or sending unsolicited commercial or bulk e-mail through another provider advertising or implicating, directly or indirectly, the use of any service hosted or provided by Alliance Business Services, including without limitation e-mail, Web, FTP and DNS Services. Without in any way limiting Alliance Business Services’s rights under the AUP and/or the Services Agreement, Customers who send unsolicited commercial or bulk e-mail agree to pay Alliance Business Services the cost of Alliance Business Services labor to respond to complaints, with a minimum charge of $500.00.

- hosting Web sites that sell products or services that are used to gather e-mail addresses or to assist in the sending of unsolicited e-mail;

- providing (with or without an associated fee) automated tools, software and/or support services that allow others to engage in spamming (e.g., spamware);

- maintaining an open relay mail server;

- collecting e-mail addresses from the Internet for the purpose of sending unsolicited e-mail or to provide collected addresses to others for that purpose (e.g., database scraping and/or database harvesting);

- transmitting or receiving copyright infringing material, including but not limited to copyrighted music, video, software, books, programs or other published material.

- transmitting or receiving obscene, indecent, offensive, racist, defamatory, unreasonably violent, threatening, intimidating or harassing material.

- Export Control Violations -- The law limits the ability of persons to export encryption software, over the Internet or otherwise, to points outside the United States.

- Other Activities, whether lawful or unlawful, that Alliance Business Services or any of its third party providers or partners determines to be harmful to its customers, subscribers, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the service or the Internet. As we have shown, the responsibility for avoiding the harmful activities just described rests primarily with the customer. Alliance Business Services will not, as an ordinary practice, monitor the communications of customers to ensure that they comply with Alliance Business Services policy or applicable law. When Alliance Business Services becomes aware of harmful communications, or when it is notified or becomes aware of actual or potential violations of this AUP, Alliance Business Services may take any action to stop the harmful activity, including but not limited to: filtering; denying access to Alliance Business Services Services; suspending or terminating the Service access of customers; and/or taking any other actions as deemed appropriate by Alliance Business Services. Alliance Business Services shall have the sole discretion to determine which action is appropriate under the circumstances. Alliance Business Services may take action immediately without regard to any cure periods that may be set forth in the customer’s applicable Agreement. Alliance Business Services shall have the sole right to interpret the meaning of any provision of this AUP or whether a customer’s activity violates this AUP. Customers who violate this AUP may incur criminal or civil liability. Alliance Business Services may refer violators to civil or criminal authorities for prosecution, and will cooperate fully with applicable government authorities in connection with the civil or criminal investigations of violations. ALLIANCE BUSINESS SERVICES customers who provide services to their own users also must maintain valid postmaster and abuse e-mail addresses for their domains, comply with all applicable Internet RFCs, maintain appropriate reverse DNS information for all hosts receiving connectivity through ALLIANCE BUSINESS SERVICES’ s network for which DNS responsibility has been delegated to the customer, maintain accurate contact information with the appropriate domain and IP address registrars, take reasonable steps to prevent IP spoofing by their users and downstream customers, provide 24/7 contact information to ALLIANCE BUSINESS SERVICES for dealing with security and abuse issues and act promptly to ensure that users are in compliance with ALLIANCE BUSINESS SERVICES’s AUP. Reasonable steps include, but are not limited to, using IP verify unicast reverse path wherever appropriate and using IP address filtering wherever appropriate. Failure to cooperate with such corrective and preventive measures is a violation of ALLIANCE BUSINESS SERVICES policy. Notwithstanding anything herein to the contrary, a violation of this AUP by a customer shall be considered a violation of this AUP by such customer and ALLIANCE BUSINESS SERVICES may take immediate action, without regard to any cure periods in the ALLIANCE BUSINESS SERVICES customer’s applicable Service Agreement, in response to such violation, including without limitation termination of the customer’s services under the Agreement.

Usenet Newsgroups: ALLIANCE BUSINESS SERVICES places the following restrictions on newsgroup postings by its users.

- no illegal content, including pyramid/ponzi schemes, infringing materials or child pornography, is permitted;

- all postings should conform to the various conventions, guidelines and local culture found in each respective newsgroup and Usenet as a whole;

- commercial advertising is typically off-topic and/or a violation of charter in most Usenet newsgroups.

- posting twenty or more copies of the same article in a 45 day period or continued posting of off-topic articles after being warned is prohibited.

Users who engage in such action using ALLIANCE BUSINESS SERVICES accounts will be charged the costs of labor to issue cancellations and respond to complaints, with a minimum charge of $200.00. Users who engage in such activity from another provider advertising or implicating, directly or indirectly, the use of any service hosted or provided by ALLIANCE BUSINESS SERVICES is prohibited and grounds for termination of those services to those users. - excessive cross-posting is prohibited. - posting articles with false header information is prohibited; - users may not issue cancellations for postings except those which they have posted themselves, those which have headers falsified so as to appear to come from them, or in newsgroups where they are the official moderator. ALLIANCE BUSINESS SERVICES also is concerned with the privacy of on-line communications. In general, the Internet is neither more nor less secure than other common communications media, including mail, facsimile and voice telephone service, all of which can be intercepted and otherwise compromised. As a matter of prudence, however, ALLIANCE BUSINESS SERVICES urges its customers to assume that all of their on-line communications are insecure. ALLIANCE BUSINESS SERVICES cannot take any responsibility for the security of communications transmitted over ALLIANCE BUSINESS SERVICES's facilities. ALLIANCE BUSINESS SERVICES will comply fully, however, with all applicable laws concerning the privacy of its customers' on-line communications. In particular, ALLIANCE BUSINESS SERVICES will not intentionally monitor or disclose any private electronic mail messages sent or received by its customers unless required to do so by law. ALLIANCE BUSINESS SERVICES may, however, monitor its service electronically to determine that its facilities are operating satisfactorily. Also, ALLIANCE BUSINESS SERVICES may be required to disclose information transmitted through its facilities in order to comply with court orders, statutes, regulations or governmental requests. Finally, ALLIANCE BUSINESS SERVICES may disclose information transmitted over its facilities where necessary to protect ALLIANCE BUSINESS SERVICES and its customers from harm, or where such disclosure is necessary to the proper operation of the system. Digital Millennium Copyright Act Policy – It is the policy of ALLIANCE BUSINESS SERVICES to respond expeditiously to claims of intellectual property infringement. ALLIANCE BUSINESS SERVICES will promptly process and investigate notices of alleged infringement and will take appropriate action under the Digital Millennium and Copyright Act (“DMCA” ) and other applicable intellectual property laws. Notices of claimed infringement should be directed to Alliance Business Services, 1221 Post Road East, Westport CT 06880. To contact ALLIANCE BUSINESS SERVICES with any questions or comments, or any claimed violations of this AUP, call 800-737-4429 or e-mail sales@AllianceBusinessServices.com.

General Terms for SPIF/Bonus Payouts (Agents)

• Bonuses apply to all active Alliance Business Services partners who are in good standing.
• Bonuses will be paid in addition to standard residual commissions (which are dependent on the relevant product or service).
• Payment of bonus will be made along with the Agent’s standard residual commissions in the third month/commission check.
• Bonus commissions are paid one-time per customer to one specific agent. Payment of bonus commissions will be made based on the terms outlined in the Agent Agreement.
• Any sub-agents who receive commission checks directly from Alliance Business Services will also receive bonus commissions directly from Alliance Business Services. Any sub-agents who are registered under a Master Agency in which the Master Agency receives all commission payments for disbursement to sub-agents will have bonus commissions sent directly to the Master Agency.
• In order for any bonus to be issued, the customer must be in compliance with the terms of their service contract, be current on all bills and have no delinquencies or bad debt. If a customer cancels service prior to the end of the contract term, significantly reduces usage (50% or more), goes into collections status during or prior to the end of term or is disconnected for nonpayment, then Alliance Business Services reserves the right to charge back the Agent the appropriate pro-rated portion of the bonus issued for that customer. That customer will also no longer be eligible for future bonuses.
• Commissions are not paid on taxes or any regulatory and/or mandated fees or charges.
• Bonuses are for retail business only. Wholesale, resale, and non-retail accounts are not eligible.
• Alliance Business Services reserves the right to add, delete, modify, or terminate the terms and conditions of this program at any time and for any reason that it may deem necessary. If any discrepancies exist between this document and the Agent Agreement, then the terms of the Agent Agreement shall prevail.