Terms and Conditions

This Agreement is made by and between Commercial Telephone Corporation, an Illinois corporation, doing business as mynumber and Customer.

mynumber and Customer agree that the following terms and conditions will apply to mynumber and mynumber Equipment provided pursuant to this Agreement.

1.         COVERAGE

mynumber will provide to Customer mynumber service and rent to Customer the mynumber Equipment as set forth in this Agreement.

2.         TERM

2.1 This Agreement is effective when signed by both Customer and mynumber ("Effective Date") and shall remain in effect until terminated under any of the termination provisions of this Agreement or if Customer decides to terminate service with mynumber.

3.         CUSTOMER'S RESPONSIBILITIES

3.1 CUSTOMER shall be solely responsible for the speech and data content of transmissions using mynumber and any use or access to mynumber by CUSTOMER and Users. "User" means anyone who uses or accesses mynumber.

CUSTOMER represents and warrants that its and Users' use and content will at all times comply in full with all requirements of federal, state and local laws and regulations. CUSTOMER shall promptly resolve all claims by anyone that Customer’s or Users' use or content violate any laws or regulations. mynumber reserves the right to terminate this Agreement and/or remove CUSTOMER or Users' content from mynumber, immediately upon notice to CUSTOMER, if mynumber determines, in its sole discretion, that mynumber’s public image, reputation or goodwill will be adversely affected, or if mynumber receives notice from anyone that Customer’s or Users' use or content may violate any laws or regulations. mynumber’s actions under this Section shall not constitute review or approval of Customer’s or Users' use or content.

3.2 Customer understands that neither it nor its Users own the numbers associated with mynumber or mynumber Equipment, and that those numbers may be changed at any time by mynumber upon notice to Customer.

3.3 CUSTOMER agrees to defend and indemnify mynumber from and against all damages, tax liabilities, penalties, interest and other expenses (including reasonable attorneys' fees), claims, actions or suits by Users, regardless of the form of action, whether in contract, tort (including mynumber’s active or passive negligence) or strict liability, arising out of or relating to: any breach by CUSTOMER of this Agreement; negligent acts or omissions by CUSTOMER relating to its performance under this Agreement; and, Customer’s and Users’ content or use in connection with mynumber. Customer’s indemnification obligations do not apply to claims for damages to real or tangible personal property or for bodily injury or death for which mynumber is responsible under Section 8.4(e).

4.         CHARGES AND BILLING

4.1 Customer shall pay mynumber for its and Users' use of mynumber at the charges specified in this Agreement, without deduction, set-off or delay for any reason. Customer may be required to pay a deposit before mynumber service is provided or as a condition of continuing to provide mynumber service.

4.2 Customer shall pay any and all local, state and Federal taxes, however designated (excluding taxes on mynumber’s net income),

imposed on or based upon the provision or use of mynumber rendered under this Agreement. The amounts set forth in this Agreement are exclusive of any applicable taxes.

4.3 Customer's payment of all charges, including applicable taxes, shall be due within 30 days of the bill date. Restrictive endorsements or other statements on checks accepted by mynumber shall have no effect. mynumber reserves the right to charge interest on all past due accounts in an amount not exceeding one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is lower, prorated for each day payment is past due. Customer agrees to reimburse mynumber for reasonable attorneys' fees and any applicable costs associated with collecting delinquent or dishonored payments.

4.4 High-volume mynumber Numeric Paging: If the total number of calls to any individual Customer/User results in mynumber numeric paging messages exceeding 400 messages per month, then mynumber MAY ELECT to impose an additional Usage charge of $ .20 per page that exceeds that cap for that Customer/User in that month.

High-volume mynumber Alphanumeric Paging: If the total number of calls to any individual Customer/User results in mynumber alphanumeric paging messages exceeding 100 messages per month, then mynumber MAY ELECT to impose an additional Usage charge of $ .40 per page that exceeds that cap for that Customer/User in that month.

4.5 mynumber usage charges commence when the calling party initiates a call to the mynumber Customer or User, and apply regardless of whether the calling party leaves a voicemail or fax message, conference calls or interacts with the mynumber Customer or User or terminates the call without leaving a message or interacting. mynumber usage charges also apply when Customer or user is dialed into mynumber regardless of functions performed, including but not limited to use of the mynumber platform to: access mynumber or third party supplied voicemail or fax or use mynumber to dial out.

5.         INSTALLATION AND MAINTENANCE

When required, Customer agrees to release mynumber for mynumber platform service upgrades, maintenance or testing.

6.         USE OF INFORMATION

6.1 mynumber components, this Agreement and all documentation, technical information, software, confidential business information or other materials, in whatever form recorded, shall be considered mynumber Proprietary Information. Such information shall remain the property of mynumber and shall be promptly returned to mynumber at the termination of this Agreement or on request.

6.2 mynumber Proprietary Information shall be held in confidence by Customer and shall be safeguarded with at least the same degree of care Customer exercises with respect to its own confidential information. Customer shall not provide or otherwise make available any mynumber Proprietary Information except to Customer's employees having a need-to-know.

7.         FORCE MAJEURE

Neither mynumber nor its parent or their affiliates, subsidiaries, or subcontractors shall be liable in any way for any delay, failure in performance, loss or damage due to fire, strike, embargo, explosion, power blackout, earthquake, volcanic action, flood, war, water, the elements, labor disputes, civil or military authority, acts of God, acts of the public enemy, pest damage, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond their reasonable control, whether or not similar to the foregoing.

8.         WARRANTIES AND LIMITATIONS OF LIABILITY

8.1 For purposes of this section, "mynumber" shall be deemed to include mynumber, its subsidiaries, and their affiliates and the directors, officers, employees, agents, representatives, subcontractors and suppliers of all of them and "damages" shall be deemed to refer collectively to all injury, loss, or expenses incurred.

8.2 If mynumber Equipment is provided to Customer under this Agreement, then: (i) mynumber will maintain the mynumber Equipment in good working order during the Term, in accordance with the Equipment specifications. Customer shall notify mynumber if any of the mynumber Equipment is not in good working order during the Term, by calling the number for the Customer Care Center listed on the front of this Agreement. mynumber will replace mynumber Equipment returned by Customer or its Users to mynumber with new or refurbished comparable mynumber Equipment, by mailing such replacement Equipment within 5 business days following receipt by mynumber of Customer or its User’s call to the Customer Care Center number. (ii) Customer shall not make any modifications to the Equipment . (iii) The Equipment warranty provided in this Section 8.2 does not cover products not supplied by mynumber under this Agreement or repair or replacement for damages, malfunctions, service failures or any returns of mynumber Equipment caused by: actions of non-mynumber personnel; Customer’s failure to follow mynumber operation or maintenance instructions; Equipment determined by mynumber to be not defective; Customer’s inability to use the Equipment; attachment of other products to the Equipment; modifications to the Equipment by Customer; abuse, misuse or negligent acts; or, loss or theft.

8.3 EXCEPT AS PROVIDED IN SECTION 8.2, mynumber MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. mynumber DOES NOT WARRANT THAT mynumber SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT mynumber SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT mynumber SERVICE WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.

8.4 TO THE EXTENT NOT PROHIBITED BY LAW, mynumber’S ENTIRE LIABILITY TO CUSTOMER AND CUSTOMER'S EXCLUSIVE REMEDIES AGAINST mynumber FOR ANY DAMAGES CAUSED BY ANY SERVICE FAILURE, OR ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF ANY WORK, PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT SHALL BE:

(a) FOR DELAYS IN THE DELIVERY DATE BY CAUSES NOT ATTRIBUTABLE EITHER TO CUSTOMER OR TO EVENTS BEYOND mynumber’S CONTROL, CUSTOMER SHALL HAVE THE RIGHT TO CANCEL THE AGREEMENT, WITHOUT LIABILITY;

(b) FOR INTERRUPTIONS, INTERFERENCE, OUTAGE, POOR RECEPTION OR MALFUNCTION OF mynumber SERVICE OR mynumber SERVICE EQUIPMENT, mynumber SHALL HAVE NO LIABILITY EXCEPT FOR THE LIMITED WARRANTY DESCRIBED IN SECTION 8.2.

(c) FOR FORCE MAJEURE CONDITIONS, THE REMEDIES SET FORTH IN SECTION 7;

(d) FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR FOR BODILY INJURY OR DEATH TO ANY PERSON NEGLIGENTLY CAUSED BY mynumber, CUSTOMER'S RIGHT TO PROVEN DIRECT DAMAGES TO PROPERTY OR PERSON;

(e) FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT OTHERWISE EXCLUDED UNDER SECTION 8.5, mynumber’S LIABILITY SHALL BE LIMITED TO ACTUAL PROVEN DIRECT DAMAGES, NOT TO EXCEED AN AGGREGATE AMOUNT DURING THE TERM OF THIS AGREEMENT OF $10,000.

8.5 IN NO EVENT SHALL mynumber BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND OR INCREASED COST OF OPERATIONS, WHETHER OR NOT mynumber HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. mynumber SHALL ALSO NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: SERVICE INTERRUPTIONS; INTERPRETABILITY, INTERACTION OR INTERCONNECTION OF mynumber SERVICE WITH APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; OR, UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S OR USERS' APPLICATIONS, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS THROUGH ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD, BY CUSTOMER, USERS OR THIRD PARTIES.

8.6 The limitations of liability set forth in this Article 8 shall apply (i) regardless of the form of action, whether in contract, warranty, strict liability, tort (including, without limitation, negligence of any kind, whether active or passive) or otherwise, and (ii) whether or not damages were foreseeable.

8.7 This Agreement does not provide third parties (including without limitation callers to Customer's applications or Customer’s information providers or Users) with any remedy, claim, liability, reimbursement, cause of action or other right or privilege.

9.         DISPUTE RESOLUTION

9.1        The parties will first attempt to settle all disputes, controversies or claims, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, arising out of or relating to this Agreement and the Services provided under this Agreement (hereinafter collectively "Disputes"), through good faith negotiations. Except as described in Section 9.3, Disputes not thus resolved shall be settled by final and binding arbitration conducted in Chicago, IL by 1 neutral arbitrator, in accordance with this Agreement and the then current Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration of Disputes shall also be determined by the arbitrator. Each party shall bear its own expenses and the parties shall equally share the filing and other administrative fees of the AAA and the expenses of the arbitrator. Any award of the arbitrator shall be in writing and shall state the reasons for the award. Judgment upon an award may be entered in any Court having competent jurisdiction. The arbitrator shall not have the power to award any damages in excess of the dollar limits set forth in or excluded under the LIMITATIONS OF LIABILITY Article of this Agreement. The arbitrator shall not have the power to order pre-hearing discovery of documents or the taking of depositions, but may compel attendance of witnesses and the production of documents at the hearing. The Federal Arbitration Act, 9 U.S.C. Sections 1 to 14, shall govern the interpretation and enforcement of this Section 9.1.

9.2        The parties, their representatives and participants and the arbitrator shall hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and award.

9.3        Disputes relating to: (i) matters that are subject to the primary jurisdiction of the FCC, a state public utility commission or other administrative agency; or (ii) either party's compliance with the USE OF INFORMATION Article of this Agreement, a violation of which would cause mynumber irreparable harm for which damages would be inadequate; or (iii) billing or payment of charges where the amount in controversy is less than $5,000, shall be exempt from the binding arbitration requirement described in Section 9.1. As to Disputes described in this Section 9.3, the claimant reserves the right to seek relief from an administrative agency having primary jurisdiction or a court of competent jurisdiction, as appropriate.

10.        TERMINATION

10.1 After the commencement of mynumber, either party may terminate this Agreement without cause upon 30 days advance written notice to the other party. If either party terminates under this Section, Customer shall be liable for all charges incurred as of the effective date of termination. In the event that Customer has paid any monthly recurring charges in advance, no refund shall be issued for any period beyond date of termination.

10.2 Either party may terminate this Agreement for cause if the other party fails to perform or observe any material term or condition of this Agreement and the failure continues unremedied for 30 days after receipt by the party in default of written notice. If either party terminates under this Section, Customer shall be liable for all charges incurred as of the effective date of termination.

10.3 This Agreement may be terminated immediately upon written notice if: (i) the other party has intentionally or in a willful, wanton or reckless manner made any material, false representation; violated the other’s trade names, trademarks or service marks; become insolvent or involved in a liquidation or termination of its business, or adjudicated bankrupt, or been involved in an assignment for the benefit of its creditors; or (ii) either party if mandated by governmental or regulatory authority; or (iii) mynumber pursuant to Section 3.1 or . If either party terminates this Agreement under this Section, Customer shall be liable for all charges incurred as of the effective date of termination.

10.4 Termination by either party does not waive any other rights or remedies it may have under this Agreement.

11. TITLE/ RISK OF LOSS

Title to Personal Reach Service Equipment will remain with mynumber. Customer shall return the mynumber Equipment to mynumber in good condition at the expiration or termination of the Term. Customer shall have risk of loss for the Equipment commencing upon its delivery to Customer until its return to mynumber. Customer will remain liable for replacement charges if the mynumber Equipment is damaged, lost and/or returned due to the reasons stated in Section 8.2 (iii) or is not returned to mynumber in good condition at the expiration or termination of the Term.

12.        GENERAL

This Agreement is subject to the rules and regulations of the

12.1 Federal Communications Commission and governing state agencies and will be amended as necessary to comply with such rules and regulations.

12.2 Any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

12.3 This Agreement may not be assigned by either party without the written consent of the other; such consent shall not be unreasonably withheld. However, mynumber may, without Customer's consent, assign this Agreement to a present or future affiliate, subsidiary or successor and may assign its right to receive payments.

12.4 If any portion of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in effect. If such invalid or unenforceable portion is an essential part of this Agreement, the parties will immediately begin negotiations for a replacement.

12.5 The section headings in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

12.6 Any initial demand for arbitration pursuant to Section 9.1 and any legal action pursuant to Section 9.3 must begin within two years after the cause of action arises.

12.7 All notices under this Agreement shall be in writing and deemed to have been made and received when personally served, or when mailed by first class mail, postage prepaid, and addressed to Customer at the address set forth on the front of this Agreement or to mynumber at the Customer Care Center address set forth on the signature page of this Agreement. The names and addresses may be changed at any time by written notice .

12.8 mynumber may publish or state, without Customer's prior consent, that mynumber is providing this service to Customer .

12.9 The construction, interpretation and performance of this Agreement shall be governed by the substantive law of the State of Illinois, excluding its choice of law rules.

12.10 The respective obligations of Customer and mynumber hereunder which by their nature would continue beyond the termination or expiration hereof shall survive termination or expiration of this Agreement.

12.11 This IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO mynumber PROVIDED HEREUNDER AND supersedes all prior AGREEMENTS, PROPOSALS OR understandings, WHETHER WRITTEN OR ORAL.