1.      Service Description: AccessLine agrees to provide, and Customer agrees to purchase, the "Service", defined to include direct-dialed Voice over IP ("VoIP") calling and certain calling and call management features or advanced features, including additional features or advanced features which may be offered at additional costs, and which AccessLine, in its sole discretion, may add, modify, or delete from time to time. Customer also agrees to purchase either the:

·         Vertical Xcelerator Phone System, a minimum of one FeaturePhone, and additional Desk Phones and Wireless Adapters as Customer requires (total possible is seventeen Desk Phones attached to seventeen Wireless Adapters). Cordless phones (up to a maximum of three) are an additional option. Customer understands and agrees that they are entering into a Service Agreement for a minimum of one year in accordance with the Term of this Agreement defined below.  In order to utilize Digital Phone Service functionality, Customer will install the Vertical Xcelerator Phone System according to the installation instructions provided by AccessLine using the pre-set configuration supplied by AccessLine. Customer acknowledges that AccessLine has custom-preconfigured all equipment to work with AccessLine Digital Phone Service, and that this custom configuration enables certain equipment features and disables others. The Service is only to be used with the Vertical Xcelerator phone system and phones sold with the Service. The Vertical Xcelerator interconnects with Customer's existing broadband data connection. The Vertical Xcelerator provides a port for connection to a Facsimile machine (Fax machine), however Customer should be aware that in some cases the Fax machine’s configuration may need to be modified by Customer to optimize its performance with VoIP, and that some Fax machines and some broadband data connections may not be capable of delivering satisfactory Fax operation with VoIP. Some older fax machines are incompatible due to delay sensitivity and therefore AccessLine recommends the use of Fax machines no older than two years. Some ISP services deliver inadequate quality of service to allow for reliable Fax transmission. AccessLine recommends that Customer always check with their fax machine manufacturer and ISP service provider to determine their level of support for fax over VoIP. The Vertical Xcelerator does not support Point-of-Sale machines (Credit Card machines). The Vertical Xcelerator does not support alarm systems. The Vertical Xcelerator and Vertical FeaturePhones do not support POE mode (Power over Ethernet).

·         Mitel 1000 Phone System, a minimum of one FeaturePhone, and additional Desk Phones and Cordless Phones as Customer requires (total possible is four Desk Phones plus four Cordless Phones). Customer understands and agrees that they are entering into a Service Agreement for a minimum of one year in accordance with the Term of this Agreement defined below.  In order to utilize Digital Phone Service functionality, Customer will install the Mitel 1000 Phone System according to the installation instructions provided by AccessLine using the pre-set configuration supplied by AccessLine. Customer acknowledges that AccessLine has custom-preconfigured all equipment to work with AccessLine Digital Phone Service, and that this custom configuration enables certain equipment features and disables others. The Service is only to be used with the Mitel 1000 phone system and phones sold with the Service. The Mitel 1000 interconnects with Customer's existing broadband data connection. .  The Mitel 1000 does not support Point-of-Sale machines (Credit Card machines).  The Mitel 1000 does not support Fax machines. The Mitel 1000 does not support alarm systems.

2.      Limited Warranty of Service:Within 37 days of AccessLine's first shipment of equipment, if customer is dissatisfied with the Service, Customer may discontinue Service and return all equipment for a full refund of all Service and Equipment charges (excluding Toll Free and International charges). If all equipment is not returned, Customer will be charged for the complete cost of all non-returned equipment. This warranty does not apply to any promotional cash cards or fees, or membership cards or fees that from time to time may be offered to the Customer. If customer discontinues service, these cards or fees will be charged to the customer’s credit card.

3.      Use of Service: Customer agrees not to use the Services for any unlawful or abusive purpose or in any way that interferes with AccessLine's ability to provide service to its customers, or damages its property. Customer shall not resell the Services, or any part thereof. If Customer becomes aware that the Services are being fraudulently used, Customer must immediately notify AccessLine. AccessLine has the right to interrupt or restrict access to the Services, without prior notice to Customer, if AccessLine suspects fraudulent or abusive activity, or activity that interferes with AccessLine's ability to provide Service to its customers. Customer agrees to cooperate with AccessLine in any fraud investigation and to use any reasonable fraud prevention measures AccessLine prescribes. Customer agrees to protect account information for any administrative access provided to the Services; Customer acknowledges that due to the custom nature of the equipment configuration, AccessLine shall maintain a confidential password for the equipment until such time as the Customer ends the Services, at which time, upon request by customer, AccessLine will provide Customer with a generic password for the equipment. Upon termination of the Agreement, Customer's right to use the Services immediately ceases. The Service is designed only to be used at the location initially approved by AccessLine; any move of the equipment to a different location by Customer shall void AccessLine's limited equipment and service warranty and require customer to contact AccessLine for reprovisioning of 911 services. The Service is approved for use on a broadband connection specified by Customer that has been tested and approved by AccessLine for such purpose; any change in broadband connection provider or service type shall void AccessLine's limited equipment and service warranty. Customer agrees to AccessLine conducting periodic monitoring tests of Customer’s broadband connection for the sole purpose of monitoring service quality and to facilitate service issue resolution for the duration of Customer’s use of Service. This service does not support Operator-assisted calls, including but not limited to any and all types of Collect Calls. In addition, this service does not support 900 calls of any type or 10-10 dialing. Customer acknowledges that any failure of attempted 900, Operator-assisted, or 10-10 calls is not grounds for termination of service.

4.      Charges: Customer is responsible for paying all charges to its account for Services ordered via the DIGITAL PHONE SERVICE ORDER FORM. All usage rates are exclusive of applicable taxes and governmental surcharges, all of which will be added to Customer's bill. AccessLine reserves the right to pass through any changes to surcharges, taxes or other modifications to the prices charged hereunder or to AccessLine's tariffs that are caused or triggered by regulatory activity. Customer acknowledges it is responsible for protecting against fraudulent access to the Services, in accordance with Section 2 above, and shall also be liable for all charges incurred by any other person's use of Customer's Services, whether such use is authorized by Customer or not, except to the extent such use is caused by the intentional misconduct or gross negligence of AccessLine. Every Phone System  must be provisioned with a DID for the purposes of E911/911 call back which will be provided at no charge. AccessLine reserves the right to terminate the Agreement and/or the suspend the Services for cause immediately upon written notice to Customer if AccessLine determines, in its sole discretion, that Customer is using or plans to use the Services in a manner resulting in abnormal volumes and destinations of call usage. AccessLine may audit Customer's traffic to ensure that Customer is complying with this provision. Toll-Free numbers are automatically provided with access available from Alaska, Hawaii, Canada, Puerto Rico and the US Virgin Islands. All usage is charged in six (6) second increments with an eighteen (18) second minimum, except for usage included within the base charges, Conferencing, international usage and the Other Traffic Premium, which are billed in one-minute increments with a one-minute minimum. In the case where the pricing provides for Unlimited Usage the following definition applies: "Unlimited Long Distance" and "Unlimited Local": AccessLine phone services assume normal business usage. Normal business usage implies that the average call duration cannot be less than 1 minute; if average call duration is less than 1 minute, a 2¢/min surcharge will be applied to all usage. In addition, normal business usage implies that the average minute usage per line is less than 4,000 minutes of mixed long distance and local calling patterns. Deviation from this average pattern, in total usage or mix, may result in usage pricing surcharges. AccessLine reserve the right, at its sole discretion, to terminate any offer or account with nonstandard calling patterns. The Payphone Surcharge is applied to calls to a Toll-Free number originating from a payphone device. The hourly charge for Professional Services is $250.00 per hour. Professional Services will only be performed and charged upon prior written approval by Customer. All wiring is the responsibility of the Customer (including wiring to individual offices or connecting phones to new or existing wiring). AccessLine reserves the right to pass through any changes to surcharges, taxes or other modifications to the prices charged hereunder or to AccessLine's tariffs that are caused or triggered by regulatory activity.

5.      Billing and Payments: All Service and Equipment purchase charges will be made to Customer’s designated Credit Card.  By agreeing to these terms and conditions and providing a credit card for the initial purchase, no additional notice or consent will be required for billings to that credit card or account. Hardware, shipping, activation and one-time implementation fees are charged at time of order fulfillment; where customer purchases hardware on a 12-month financing plan, customer will be billed for the first month at time of fulfillment and each subsequent month on the billing cycle date established for the customer account. Monthly recurring charges are billed in advance. Recurring charges for line services may commence accruing within seven days after Customer has submitted Service ORDER FORM, whether or not customer has plugged in and is using equipment and service; recurring charges for enhanced features begin at time of order fulfillment. Usage and long distance charges are billed in arrears.  Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, AccessLine may make reasonable pro-rations to recurring charges. No terms of any purchase order, sale order, invoice or similar document issued by either party shall alter or modify the terms or conditions of this Agreement. AccessLine will provide electronic billing detail records to Customer monthly via email, in form and content that AccessLine customarily makes such records available. Billing detail records provided to Customer are on an information basis only and in no way alter or modify the monthly invoice that is sent to Customer, nor the Customer's obligation to pay the monthly credit card charge. In the event Customer disputes any charges ("Billing Disputes"), Customer shall notify AccessLine in writing, via submission of the Billing Dispute Notification Form ("BDF" - available from AccessLine upon request), of such dispute within thirty (30) days of the Credit Card billing date and associated email Invoice, stating the invoice date, line item of the invoice, the disputed amount, the trouble ticket number (if applicable) and a detailed explanation of the dispute with supporting documentation. All charges over thirty (30) days old shall be deemed accurate and undisputed by Customer and therefore shall not be eligible for dispute. Any dispute raised by the Customer outside of the process defined in this section will be deemed null and void and any such amounts identified will be deemed undisputed by Customer and therefore shall not be eligible for dispute. Upon submission AccessLine will review a BDF for completeness and, if deemed complete and in compliance, AccessLine will issue a tracking number to Customer for future reference and as its acceptance of the submission of the BDF. If AccessLine determines, in its sole discretion, that the BDF is incomplete or not in compliance with this section, then AccessLine will inform Customer of the identified deficiency and request re-submission. AccessLine will review submitted BDFs within ten (10) business days of acceptance of the BDF, and using its reasonable discretion, determine whether to credit, partially credit, or refuse such disputed items, which determination shall be final subject to remedy as set forth in Section 14.1 below. Customer shall pay all charges not disputed in this manner via standard Credit Card payment. If the dispute is resolved in Customer's favor, AccessLine shall credit Customer’s Credit Card account.

6.      Term; Minimum Commitment; Cancellation Fee: The Term of this Agreement shall commence seven days after Customer submits Service ORDER FORM and shall continue for 12 months (the "Initial Term") and will automatically convert to a month to month term. After the initial 12 month term, either party must provided 30 days notice of service cancellation. The quantity of Services as indicated within the Order Form constitutes the minimum commitment ("Minimum Commitment") by Customer for the period of the Initial Term and Customer hereby agrees to pay the charges associated with Minimum Commitment Services for the period of the Initial Term. If Customer terminates or cancels this Agreement prior to the end of a Term for any reason other than a default by AccessLine, or if AccessLine terminates this Agreement due to a default by Customer, Customer agrees that AccessLine's damages for such premature termination of this Agreement will be difficult or impossible to determine and Customer agrees to pay AccessLine, in addition to any amounts outstanding as of the date of termination or cancellation, and as a reasonable estimate of AccessLine's damages and not as a penalty, a Cancellation Fee equal to the monthly recurring charges for the purchase of the Phone System, all Desk Phones, and all other equipment multiplied by the number of months left in the Term.

7.      Default; Termination: If Customer fails to pay Credit Card charge owed to AccessLine by its Due Date, or if Customer breaches any representation or fails to perform any of the promises made in this Agreement, or if Customer is subject to any proceeding under the Bankruptcy Act or similar laws, Customer will be in default and AccessLine may, in its sole discretion and, with or without prior notice, suspend or restrict Service and/or terminate this Agreement subject to the provisions of Section 5, in addition to all other remedies available to it. Upon termination, Customer is responsible for paying all amounts and charges owing under this Agreement, including any applicable Cancellation Fee and all costs of collection, including attorneys' fees. These fees and costs will be charged to Customer’s Credit Card account.

8.      Title to Assets:Upon submission of Service ORDER FORM, Customer retains all rights and title to equipment listed in that Order Form. AccessLine agrees to twelve monthly installment payments by Customer for referenced equipment, except in cases of termination as referenced in sections 6 and 7. In the event of equipment defects due to component failure and/or workmanship defects during the twelve (12) month defective equipment warranty period, Customer agrees to return equipment to AccessLine (at AccessLine's cost), in its original condition (excepting normal wear and tear) within thirty (30) days of Customer's written request for the exchange of defective equipment from AccessLine. As per industry standard practice, AccessLine will replace any defective equipment with either new or factory refurbished equipment at our discretion. Customer is required to provide adequate surge protection for all phone equipment, such as would be standard for a computer. AccessLine shall not be responsible for equipment damage due to improper use, storage, installation, lightning damage, flood damage, or other customer-inflicted damage. If Customer fails to return the equipment within thirty (30) days of receipt of the request or if AccessLine at its sole discretion determines that the equipment defect is due to improper use, storage, installation, lightning damage, flood damage, or other customer-inflicted damage, then AccessLine will add the full original purchase cost of that equipment to Customer's next Credit Card Charge.

9.      Assignment: Neither party may assign or otherwise transfer its rights or delegate its duties hereunder without the prior written consent of the other; provided however, either party may assign its rights and obligations in connection with a merger or sale of all or substantially all of the assets of such party.

10.  Disclaimer of Warranties and Limitation of Liability: Except as stated in section 2 above, ACCESSLINE AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES OR THE ACCESSLINE NETWORK (INCLUDING 911), AND HEREBY EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. UNDER NO CIRCUMSTANCES SHALL ACCESSLINE OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, END-USERS OF CUSTOMER'S SERVICE, FOR ANY LOSS, INJURY OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION OR STORAGE OF ANY MESSAGES, SIGNALS OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Customer shall indemnify and defend AccessLine from and against all loss (or threatened loss), liability, damage, and expense, including attorney's fees, caused by third party claims arising from or in connection with any of the following: (i) death or bodily injury of any agents, employees, customers, business invitees, business visitors or other persons caused by the tortious conduct of Customer; (ii) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of Customer; (iii) any claim, demand, charge, cause of action, or proceeding asserted against AccessLine but resulting from an act or omission of Customer in its capacity as an employer of a person; or (iv) any claim for damages resulting from the illegal or fraudulent use of Services by Customer. Customer will indemnify and defend AccessLine from and against all loss, liability, damage and expense, including attorney's fees, caused by any third party claims arising from information, data, or messages transmitted over the AccessLine network by Customer, or Customer's own customers or agents, including, but not limited to: (a) claims for libel, slander, invasion of privacy, infringement of copy-right, and invasion or alteration of private records or data; (b) claims for infringement of patents arising from the use of hardware and software not provided by AccessLine in connection with the Services; and (c) claims based on transmission and uploading of information that contains viruses, worms, or other destructive media or other unlawful content. Customer will indemnify and defend AccessLine from and against all loss, liability, damage and expense, including attorney's fees arising from third party claims brought against AccessLine alleging that Services or equipment, software or other materials provided by AccessLine or its subcontractors constitutes an infringement or misappropriation of any copyright, trade-secret, patent right, or other proprietary right of a third party, to the extent that such claim is based on or results from: (a) the combination, operation or use of the Services by Customer with any equipment, software or data that is not provided, approved or consented to by AccessLine under the Agreement; or (b) use of the Services in a manner prohibited under the Agreement or any Attachment to the Agreement if such infringement would have been avoided by the use of the Service in accordance with the Agreement or any Attachment. The party seeking indemnification hereunder shall promptly notify the other party in writing of any claim; provided, however, that no failure to notify the indemnifying party shall relieve the indemnifying party of its obligations under this Agreement except to the extent that the indemnifying party can demonstrate damages attributable to such failure. The indemnifying party shall have the right and authority to control and direct the investigation, defense and settlement of such claim and each party agrees to provide the other party with reasonable information and assistance for the claim's defense and settlement, provided that (i) the indemnifying party will obtain the prior written approval of the indemnitee before entering into any settlement of such claims (other than settlements that involve solely the payment of money) or ceasing to defend the claim and (ii) the indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim's settlement or defense. To be indemnified under this Section, the party seeking indemnification must not knowingly by any act (including any admission or acknowledgement) materially impair or compromise a claim's defense. AccessLine is not responsible for unauthorized access to, or alteration, theft, or destruction of Customer's data files, programs or other information or physical damage to Customer's transmission facilities or Customer premise equipment, AccessLine is not responsible for unauthorized access to, or alteration, theft, or destruction of Customer's data files, programs or other information or physical damage to Customer's transmission facilities or Customer premise equipment, unless such access, alteration, theft, destruction or damage is directly caused by AccessLine's acts or omissions.

 11. Service Level and Service Level Credits: Customer must contact AccessLine's Customer Service organization to report issues related to Service performance. In order for AccessLine to investigate any reported issues, Customer agrees to provide AccessLine with supporting information as reasonably requested by AccessLine as applicable to the Services delivered under this Agreement. AccessLine is not responsible for the performance of Customer’s broadband connection. To request a credit, Customer must contact AccessLine's Customer Service organization to report the service issue and deliver a written request (with sufficient detail necessary to identify the affected Service) within thirty (30) days of the end of the month for which a credit is requested. If Customer fails to follow the procedures set forth herein, Customer waives their rights to a Service Level Credit for the impacted Service. In no event shall the total amount of credits issued to Customer per month exceed the non-recurring charges and monthly recurring charges invoiced to Customer for the affected Service for that month.

12.  911 Policy and Limitations CRITICAL CUSTOMER NOTIFICATION:  Digital Phone Service 911 service operates differently than traditional 911 service.  Customer hereby acknowledges the risks and limitations associated with VoIP-based 911 services as described in this Critical Customer Notification (“ccn”).    Please contact AccessLine regarding any questions regarding this notification.  As a user of our VoIP based services, you may, on occasion, have reason to dial Emergency Services or ‘911’.  Please be advised:

(a)  EMERGENCY SERVICES OR ‘911’ MAY NOT BE ACCESSIBLE FROM YOUR VOIP SERVICE UNDER CERTAIN CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO:

·         A POWER FAILURE OR SOME OTHER TYPE OF FAILURE OF THE VOIP DEVICE OR ASSOCIATED EQUIPMENT.

·         A FAILURE OR CONGESTION OF THE DATA CONNECTION (SUCH AS DSL CONNECTION) OR ASSOCIATED EQUIPMENT PROVIDED BY YOUR DATA SERVICE PROVIDER.

·         A FAILURE OR CONGESTION OF THE VOIP NETWORK PROVIDING YOUR VOIP SERVICE, THE PUBLIC SWITCHED TELEPHONE NETWORK (PSTN), THE 911 SERVICE PROVIDER’S NETWORK OR THE EMERGENCY SERVICES NETWORK.

·         THE USE OF THE SERVICE OUTSIDE OF THE CONTINENTAL USA.

·         SHOULD YOU HAVE MOVED THE VOIP DEVICE, DELAYED IN PROVIDING OR FAILED TO PROVIDE ACCURATE LOCATION INFORMATION TO YOUR SERVICE PROVIDER, OR THE INFORMATION YOU HAVE PROVIDED HAS NOT YET BEEN UPDATED BY YOUR SERVICE PROVIDER OR IS INACCURATE.

·         THE SERVICE HAS BEEN DISCONNECTED OR SUSPENDED FOR NON-PAYMENT OR ANY OTHER REASON.

(b)  IN SOME CIRCUMSTANCES YOUR 911 SERVICE MAY BE LIMITED TO BASIC 911 SERVICE RATHER THAN ENHANCED 911 (OR ‘E-911’).  WITH E-911 YOUR ADDRESS AND CALLBACK INFORMATION IS AUTOMATICALLY PROVIDED TO THE EMERGENCY SERVICES SYSTEMS.  IF E-911 SERVICE IS NOT AVAILABLE IN YOUR AREA OR AT THE TIME OF YOUR 911 CALL, THEN YOU MAY BE REQUIRED TO VERBALLY INFORM THE 911 CALL TAKER OR EMERGENCY RESPONDER OF YOUR ADDRESS AND PHONE NUMBER.

(c)  CALL BACK FROM THE EMERGENCY SERVICES MAY ALSO FAIL UNDER CERTAIN CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO:

·         THE USE OF CALL FORWARDING, CALL REDIRECTION OR BLOCKING SERVICES.

·         SHOULD THE EMERGENCY CALLBACK NUMBER BE CONFIGURED TO RING A PHONE AT A DIFFERENT LOCATION THAN YOUR VOIP DEVICE.

(d)  IF YOU INTEND TO MOVE YOUR DIGITAL PHONE SERVICE VOIP DEVICE(S) TO ANOTHER LOCATION, YOU MUST CONTACT ACCESSLINE CUSTOMER SERVICE AND PROVIDE THE ADDRESS INFORMATION FOR THE NEW LOCATION.  YOU MAY REACH ACCESSLINE CUSTOMER SERVICE BY CALLING THEM VIA YOUR DPS SERVICE IF DESIRED.  THE 911 SERVICE WILL NOT OPERATE PROPERLY IN THE NEW LOCATION UNLESS THE ADDRESS HAS BEEN UPDATED.  ACCESSLINE CUSTOMER SERVICE CAN ADVISE WHETHER THE SERVICE IS AVAILABLE IN THE NEW AREA.

(e)  CUSTOMER AGREES TO PROVIDE ACCURATE EMERGENCY ADDRESS INFORMATION FOR EACH DIGITAL PHONE SYSTEM.

(f)  A SEPARATE 911 CALLBACK NUMBER MAY BE PROVISIONED FOR YOUR SERVICE.  THIS SEPARATE CALLBACK NUMBER WILL BE CONFIGURED TO ROUTE TO ONE OF THE MAIN NUMBERS ASSOCIATED WITH YOUR SERVICE

(g)  Customer acknowledges and hereby agrees to inform all end users of THE OPTIONAL Enhanced Number Services, of the fact that 911 Services are not available via the outbound calling MENU functions of the Enhanced Number Services (AUTOMATED Attendant Number, WEBFAX NUMBER, and Conferencing Number).

(h)  Customer hereby acknowledges that AccessLine recommends that a Plain Old Telephone Service ("POTS") line be available as a back-up for 911 calling in each phone system location.

(i)  Customer hereby acknowledges that it understands that the 911 service is available only within certain geographic areas within the US and is not available outside the US. AccessLine will provide Customer with an up-to-date list of the geographic areas within the US that 911 service is available as additional service areas become available.

(j)  CUSTOMER AGREES TO USE AND DISPLAY ALL 911 WARNING LABELS PROVIDED WITH THE VOIP DEVICES.

(k)  CUSTOMER AGREES TO INDEMNIFY ACCESSLINE AGAINST ALL LIABILITY ASSOCIATED WITH ROUTING OF 911 CALLS VIA ACCEPTANCE OF THESE TERMS AND CONDITIONS. ACCESSLINE IS NOT RESPONSIBLE FOR ANY INVASION OF THE RIGHT OF PRIVACY OF ANY PERSON OR PERSONS, CAUSED OR CLAIMED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY DIALING 911, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE PHONE NUMBER, ADDRESS OR NAME ASSOCIATED WITH THE TELEPHONE USED BY THE PARTY ACCESSING THE 911 SERVICE. THE information provided to 911 authoriities is only for customer location initially ordered and customer is hereby advised that if they change locations, 911 emergency personnel will not be sent to the correct location.   Customer hereby acknowledges and agrees that its failure to comply with this clause 12 would constitute a material breach of this Agreement.

13.  Directory Listing: Customer may request a Directory Listing for any Local Numbers they have purchased from AccessLine and AccessLine has the capability to provide Directory Listing Services, however, given that AccessLine utilizes a third party vendor for Directory Listing, there is no guarantee that AccessLine will be able to list a specific number with the third party provider, also, there is no guarantee as to the timeframe under which Directory Listing can be completed. AccessLine does NOT support an option where the address is not published. Further, where Subscribers choose not to purchase or to discontinue AccessLine's Directory Listing service, AccessLine provides no assurance that any existing information in the various directory listing databases will be removed or revised. In the event that a Directory Listing is completed successfully, the end user will be provided with:

(a) A listing for each number in the electronic database and white pages book managed by the Local Exchange Carrier ("LEC") in whose area the local numbers originate.

(b) Via the above, most Directory Assistance providers will be able to lookup the number when they receive an inquiry.

(c) Yellow page and other electronic database providers then may contract with the LEC to purchase and list in their books, databases, etc. as an independent action from the Directory Listing Services provided by AccessLine. AccessLine will not be responsible for any misprints, errors or omissions but will work diligently to correct any errors in the databases of AccessLine's partner carriers and their LEC providers that are identified by the Customer. Further, CUSTOMER HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD ACCESSLINE AND/OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND ANY OF ACCESSLINE'S CARRIER VENDORS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS FOR EXPENSES OR DAMAGES OF ANY KIND (INCLUDING ATTORNEYS' FEES) ARISING FROM A MISPRINT OF CUSTOMER'S DIRECTORY INFORMATION.

14. Phone System “Hold” Music: DPS Customer represents to AccessLine Communications Inc. that, to the best of DPS Customer's knowledge, any and all HOLD MUSIC provided to AccessLine Communications Inc. for the purpose of uploading to the Vertical Phone System by the DPS Customer is (1) not in violation of any third parties' patent, trademark, copyright of service mark rights; (2) is not libelous, obscene or otherwise contrary to the law; (3) does not violate any third party's right of privacy or publicity; and that no such claims by third parties or the possibility of such a claim has been brought to DPS Customer's attention. Accordingly, any claim made or action filed for misrepresentation, content, patent, trademark, service mark, or other copyright infringements arising out of the HOLD MUSIC provided by AccessLine Communications Inc. at DPS Customer’s request, DPS Customer shall defend and hold harmless AccessLine Communications Inc. for all liabilities and damages suffered by AccessLine Communications Inc. as a result of said claim or action.

15.  Miscellaneous Provisions:

15.1 Laws, Rules, and Regulations. This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, without regard to the principles of conflict of laws. The Parties agree that the exclusive venue of any action related to this Agreement shall be the state or federal courts located in Seattle, Washington, and the parties hereby consent to the jurisdiction and venue of such courts. This Agreement is subject to all laws, rules, regulations, and ordinances relative to, among other things, the provision of enhanced telecommunications and long distance services, including, without limitation, the Communications Act of 1934 and the Telecommunications Act of 1996, as amended, and all rules and regulations promulgated there under.

15.2 Force Majeure. Neither party will be liable for any nonperformance under this Agreement due to causes beyond its reasonable control that could not have been reasonably anticipated by the non-performing party as of the Effective Date and that cannot be reasonably avoided or overcome; provided that the non-performing party gives the other prompt written notice of such cause, and in any event within fifteen (15) calendar days of discovery thereof.

15.3 Independent Parties. Notwithstanding anything to the contrary herein, it is acknowledged, confirmed, and agreed that Customer shall be, and shall be deemed to be, an independent entity for all intents and purposes, including, without limitation, federal taxation. Customer shall pay all expenses in connection with performing its obligations hereunder and shall not incur any indebtedness on behalf of AccessLine in connection with such expenses. Neither party shall have or hold itself out as having any right, authority or agency to act on behalf of the other party in any capacity or in any manner, except as may be specifically authorized in this Agreement.

15.4 Attorneys' Fees. If any action shall be brought on account of any breach of or to enforce or interpret any of the terms, covenants or conditions of this Agreement, the most prevailing party shall be entitled to recover from the other, as part of the prevailing party's costs, reasonable attorneys' fee.

15.5 Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but which collectively will constitute one and the same instrument.

15.7 Fair Interpretation, Headings. This Agreement has been negotiated by the Parties and their respective counsel. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party based on draftsmanship of the Agreement or otherwise. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

15.8 Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understanding or agreements, written or oral, between the parties regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing, in a format specified by AccessLine, and signed by a duly authorized representative of Customer. No delay or failure by either party in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. Failure by either party to enforce any right under this Agreement will not be deemed a waiver of future enforcement of that or any other right.

15.9 Binding Agreement. This Agreement is made for the benefit of AccessLine and Customer and their respective affiliates, if any, and not for the benefit of any third parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, and their permitted successors and assigns.

15.10 Remedies. The rights and remedies of the Parties hereunder shall not be mutually exclusive, i.e., the exercise of one (1) or more of the provisions hereof shall not preclude the exercise of any other provision hereof. The Parties acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or statute or otherwise for a breach or threatened breach of any provision hereof, it being the intent of this provision to clarify that the respective rights and obligations of the parties shall be enforceable in equity as well as at law or otherwise.

15.11 Survival. Sections 8, 10, 13, and 14 of this Agreement will survive Termination or expiration of this Agreement and remain in full force and effect. These terms will apply to either party's successors and assigns, and any other provisions of this Agreement that are necessary for interpretation of such surviving terms shall continue to apply to all such surviving terms.