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These Terms of Service constitute the agreement ("Agreement") between Voiceral Communications, Inc. ("we," "us" or "Voiceral") and the user ("you," "user" or "Customer") of Voiceral's digital communications services and any related products or services ("Service"). This Agreement governs both the Service and any devices, such as an IP phone, Analog Telephone Adapter, or any other IP connection device, ("Device" or "Equipment") used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understood, and you agree to, the terms and conditions of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms.

1. SERVICE

1.1 Term

Service is offered on a monthly basis for a term which begins on the date that Voiceral activates your Service and ends on the day before the same date in the following month. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give Voiceral written notice of non-renewal at least five (5) business days before the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms: if you attempt to terminate Service prior to the end of a monthly term, you will be responsible for the full month's charges to the end of the then-current term, including, without limitation, unbilled charges which immediately become due and payable. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement.

1.2.1 Residential Use of Service and Device

If you have subscribed to Voiceral's Residential services, the Service and Device are provided to you as a residential user, for your personal, residential, non-business and nonprofessional use. This means that you are not using either Service or Device for any commercial or governmental activities, profit-making or nonprofit, including, but not limited to, home office, business, sales, telecommuting, telemarketing (including, without limitation, charitable or political solicitation or polling), autodialing, continuous or extensive call forwarding, fax broadcast, fax blasting or any other activity that would be inconsistent with normal residential usage patterns. This also means that you are not to resell or transfer the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without express written permission from Voiceral in advance. You agree that your use of the Service and/or Device, or the use of the Service and/or Device provided to you by any other person for any commercial or governmental purpose will obligate you to pay Voiceral's higher rates for Business service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes. Voiceral reserves the right to immediately terminate or modify the Service, if Voiceral determines, in its sole discretion, that Customer's Service is being used for non-residential or commercial use.

1.2.2 Business Use of Service and Device - Prohibition on Resale

If you have subscribed to Voiceral's Business services, the Service and Device are provided to you as a business user. This means that you are not to resell or transfer the service or device to any other person for any purpose, without express written permission from Voiceral in advance. You agree that the Voiceral Business Plan does not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax broadcasting or fax blasting. Voiceral reserves the right to immediately terminate or modify the Service, if Voiceral determines, in its sole discretion, that Customer's Service is being used for any of the aforementioned activities.

1.2.3 30 Day Guarantee

If you are unsatisfied with Voiceral's residential service for any reason in the first 30 days after signing up and have not used more than 300 minutes of calling time, you can cancel for a full refund of the base monthly service fee. Shipping and handling charges, taxes, surcharges and 911 fees are not refundable. Monthly service plans and minutes of use on metered plans are not refundable for business plans, though equipment fees and activation fees are refundable. You will be responsible for any international per-minute charges incurred during the 30-day period. You must send the equipment back to us in good working order. Once we receive the equipment, we will issue a refund to your account.

1.2.4 3 Months Free Offer

Customers who have remaining pre-paid time on an annual term contract with a major VOIP competitor (such as Vonage, Sunrocket, Cable Phone, and Lingo) and subscribe to any Voiceral annual plan are elligable for up to 3 free months of Voiceral service. Voiceral will credit 1 free month (up to 3 total) for the number of remaining full months of service you had pre-paid with your previous service provider. You will need to provide proof of the remaining pre-paid time via email or fax, showing the same billing name and phone number that you switched to Voiceral.

Example: Your purchased a 12 month term contract from Sunrocket and switch to any voiceral Annual plan after using 9 months and 15 days of service with Sunrocket. Voiceral will apply the 2 full months of remaining pre-paid time you had with your previous provider as 2 additonal months of service on your Voiceral account (meaning you will receive 14 total months of Voiceral service for your purchase of the Voiceral Annual plan).

Example: Your purchased a 12 month term contract from Sunrocket and switch to any voiceral Annual plan after using 2 months and 19 days of service with Sunrocket. Voiceral will apply 3 months of additional service on your Voiceral account (meaning you will receive 15 total months of Voiceral service for your purchase of the Voiceral Annual plan).

The 3 Months Free program is only applicable to new customers who sign up for a Voiceral Annual plan. Service credits will be applied to accounts when the first twelve month term has expired. Cancellations prior to the end of your twelve month term with Voiceral will void any free months of service being posted to the account.

1.3 Lawful Use of Service and Device

1.3.1 Prohibited Uses

You agree to use the Service and Device only for lawful purposes. This means that you agree not to use them for transmitting or receiving any communication or material of any kind when in Voiceral's sole judgment the transmission, receipt or possession of such communication or material (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. Voiceral reserves the right to terminate your service immediately and without advance notice if Voiceral, in its sole discretion, believes that you have violated the above restrictions, rendering you responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, all of which immediately become due and payable, and may, at Voiceral's discretion, be immediately charged to your credit card and/or billed to your company for full immediate payment. You are liable for any and all use of the Service and/or Device by yourself and by any person making use of the Service or Device provided to you and you agree to indemnify and hold harmless Voiceral against any and all liability for any such use. If Voiceral, in its sole discretion believes that you have violated the above restrictions, Voiceral may forward the objectionable material, as well as your communications with, and/or through, Voiceral's service(s) and your personally identifiable information to the appropriate authorities for investigation and prosecution, and you hereby consent to such forwarding.

1.3.2 Use of Service and Device by Customers outside the United States

If you use the Device in a country other than the United States or Canada and use the Service from there, you do so at your own sole risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any and all such use of the Service and/or Device by yourself or any person making use of the Service or Device provided to you and agree to indemnify and hold harmless Voiceral against any and all liability for any such use. Should the removal from the United States or Canada of the Device violate any export control law or regulation, you will be solely liable for such violation and agree to indemnify and hold harmless Voiceral against any and all liability for such violation.

1.4 Loss of Service Due to Power Failure or Internet Service Outage or Termination or Suspension or Termination by Voiceral

You acknowledge and understand that the Service does not function in the event of power failure. You also acknowledge and understand that the Service requires a fully functional broadband connection to the Internet (which is not provided by Voiceral except within certain Voiceral business plans) and that, accordingly, in the event of an outage of, or termination of service with or by, your Internet service provider ("ISP") and/or broadband provider, the Service will not function, but that you will continue to be billed for the Service unless and until you or Voiceral terminate the Service in accordance with this Agreement. Should there be an interruption in the power supply or ISP outage, the Service will not function until power is restored or the ISP outage is cured. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Service. Power disruptions or failures or ISP outages will also prevent dialing to emergency service numbers including Emergency 911 services. Should Voiceral'suspend or terminate your Service, the Service will not function until such time as Voiceral restores your Service (which may require payment of all invoices and reconnection fees owed by you or cure of any breach by you of this Agreement).

1.5 Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

The Service and Device and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on Voiceral's website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of Voiceral are and shall remain the exclusive property of Voiceral and nothing in this Agreement shall grant you the right or license to use any of such marks. You acknowledge that you are not given 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. You expressly agree that the Device is exclusively for use in connection with the Service and that Voiceral will not provide any passwords, codes or other information or assistance that would enable you to use the Device for any other purpose. If you decide to use the Service through an interface device not provided by Voiceral, which Voiceral reserves the right to prohibit in particular cases or generally, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless Voiceral 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.

1.6 Tampering with the Device or Service

You agree not to change the electronic serial number or equipment identifier of the Device, or to perform a factory reset of the Device, without express permission from Voiceral in each instance which Voiceral may deny in its sole discretion. Voiceral reserves the right to terminate your Service should you tamper with the Device, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a termination fee, all of which immediately become due and payable. You agree not to hack or disrupt the service or to make any use of the Service that is inconsistent with its intended purpose or to attempt to do so.

1.7 Theft of Service

You agree to notify Voiceral immediately, in writing or by calling the Voiceral customer support line at (518) 618-0000, if the Device is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. When you call or write, you must provide your account number (telephone number) and a detailed description of the circumstances of the Device theft or fraudulent use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. Until such time as Voiceral receives notice of the theft or fraudulent use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen Service or fraudulent use of the Service. Customer is responsible for the replacement cost of equipment.

1.8 Return of Device

1.8.1 Residential Service

If you terminate your service, or if your Device is replaced by Voiceral, for any reason, unless you purchased the Device from Voiceral or purchased a Device from another entity for use with the Voiceral service, a Device-non-return fee of $39.00 will immediately become due and payable and charged to your account. The device must be returned in its original packaging and be undamaged and in original condition, reasonable wear and tear excluded and all parts, accessories, documentation and packaging materials must be included. The Device shall be returned to Voiceral within fourteen (14) calendar days of the termination of Service, or the replacement date of said Device. Upon Voiceral's receipt of the device, in the above noted fashion, the $39.00 Device-non-return fee will be credited to your account. You are responsible for the cost and risk of return shipping of equipment. If you receive cartons and/or Devices that are visibly damaged, you must note the damage on the carrier's freight bill or receipt and keep a copy. In such event, you must keep the original carton, all packing materials and parts intact in the same condition in which they were received from the carrier and contact Voiceral's customer care department immediately. To obtain a return authorization number, you must contact support@voiceral.com.

1.8.2 Business Service

If you purchased a (the) Device(s) from Voiceral or purchased a (the) Device(s) from another entity for use with the Voiceral'service, there is no requirement to return the Devices to Voiceral. If customer has purchased a high-speed internet connection from Voiceral, Customer shall be responsible for payment of said connection for a period of twelve (12) months from the commencement date. If Customer terminates high-speed internet service with Voiceral prior to the completion of twelve (12) months of service, the remaining portion of the twelve month period shall immediately become due and payable.

1.9 Number Transfer on Service Termination

Upon termination of the Service, Voiceral may, at its sole discretion, release a telephone number that was ported in from a previous service provider to Voiceral by you and used in connection with your Service provisioned by Voiceral to your new service provider, if such new service provider is able to accept such number, and provided that (i) your account has been terminated; (ii) your Voiceral account is completely current including payment for all charges and termination fees; and (iii) you request the transfer upon terminating your account.

1.9.1 New Number Assignment on Sign-up

Upon sign-up to Voiceral's Digital Telephone Service, you may have elected to choose a new telephone number. Depending upon the number youÕve chosen, parties that call you may incur long distance charges when they did not previously incur long distance charges. You agree to defend, indemnify, and hold harmless Voiceral, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs, long distance charges, and expenses resulting from the phone number you chose upon sign-up.

1.10 Service Distinctions

The Service is subject to different regulatory treatment than traditional telephone service. This treatment may limit or otherwise affect your rights of redress before Federal, State or Provincial telecommunications regulatory agencies.

1.11 Ownership and Risk of Loss

You shall be deemed the owner of 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 by you to Voiceral and Voiceral has acknowledged receipt of said Device.

1.12 No 0+ Calling; May Not Support x11 Calling

Voiceral's Service does not support 0+ calling (including, without limitation, collect, third party billing or calling card calling). Voiceral's Service may not support 311, 511 and/or other x11 (other than 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.

2. EMERGENCY SERVICES- 911 DIALING

2.1 Availability of Traditional 911 or E911 Dialing Service

Voiceral 911 dialing cannot be used in conjunction with a Soft Phone application and is only available on Voiceral-certified Devices or Equipment. You agree to inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service of the non-availability of traditional 911 or E911 dialing from your Voiceral'service and Device(s) in the event of a power or broadband internet service outage or in the event that your Voiceral or broadband internet service has been suspended or terminated. You agree to inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service as to the limitations of 911 dialing service that are set forth in this Agreement.

2.2 Description of 911-Type Dialing Capabilities - Activation Required

Voiceral does offer 911-type dialing service in the U.S. (but may not offer such service in Canada or other countries) You acknowledge and understand that 911-type dialing is predicated upon the information you enter upon signing up for the Voiceral Digital Telephone Service. You must successfully activate the 911 dialing feature by completing the 911 address form presented during the sign-up process on the Voiceral website. When you dial 911, your call is routed from the Voiceral network to a third party who then transmits the call to the Public Safety Answering Point (PSAP) or local emergency service personnel designated for the address that you listed at the time of activation. Voiceral relies on third parties for the forwarding of information underlying such routing, and accordingly Voiceral and its third party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect. Neither Voiceral 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 911 dialing unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of Voiceral. You agree to indemnify and hold harmless Voiceral and its third party provider from any claim or action arising out of misroutes of 911 calls, including but not limited to your failure to follow correct activation procedures for 911 calling or your provision to Voiceral of incorrect information in connection therewith. It is incumbent upon you, the customer, to update your 911 location information any time you move your Voiceral device to a location other than the location that was previously listed by you as the address where 911 services were to be rendered.

2.3 Service Outage

2.3.1 Power Failure or Disruption

You acknowledge and understand that 911 dialing does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service, and 911 dialing, will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Service or 911 dialing.

2.3.2 Broadband Service / ISP Outage or Termination / Suspension or Termination by Voiceral

You acknowledge and understand that service outages or suspension or termination of service by your broadband provider and/or ISP or by Voiceral will prevent ALL Service including 911 dialing.

2.3.3 Service Outage Due to Suspension of Your Account

You acknowledge and understand that service outages due to suspension of your account as a result of billing issues will prevent ALL Service, including 911dialing.

2.3.4 Other Service Outages

You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.

2.3.5 Limitation of Liability and Indemnification

You acknowledge and understand that Voiceral's liability is limited for any Service outage and/or inability to dial 911 from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless Voiceral, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer's Service relating to the absence, failure or outage of the Service, including 911 dialing and/or inability of Customer or any third person or party or user of Customer's Service to be able to dial 911 or to access emergency service personnel.

2.4 Failure to Designate the Correct Physical Address When Activating 911 Dialing

Failure to provide the current and correct physical address and location of your Voiceral equipment, during the sign-up process on the Voiceral web page, or at any time that you move your Voiceral device to a different location, will result in any 911 communication you may make being routed to the incorrect local emergency service provider. This must be the actual physical street address where you are located, not a post office box, mail drop or similar address.

2.5 Requires Re-Activation if You Change Your Number or Add or Port New Numbers

You acknowledge and understand that 911 dialing does not function if you change your phone number or (for such newly added or ported numbers) if you add or port new numbers to your account, unless and until you have successfully activated the 911 dialing feature for your changed, newly added or newly ported number by following the instructions from the "Update 911 Address" link on the Voiceral web page within the "My Account" area which is located under "Preferences". Although you may have activated 911 dialing with your former Voiceral phone number, you must separately activate 911 dialing for any changed or newly added or ported number.

2.6 Requires Re-Activation if You Move or Change Location

You acknowledge and understand that 911 dialing does not function properly or at all if you move or otherwise change the physical location of your Voiceral Device to a different street address, unless and until you have successfully correctly changed the 911 address information for your account. Failure to provide the current and correct physical address and location of your Voiceral equipment will result in any 911 dialing you may make being routed to the incorrect local emergency service provider. To re-activate your 911 service for a new physical location where you have moved your Voiceral equipment to, go to: www.voiceral.com and login to "My Account" and modify your address accordingly by selecting "Preferences" and then the "Update 911 Address" link.

2.7 Possibility of Network Congestion and/or Reduced Speed for Routing or Answering 911

Due to the technical constraints on the manner in which it is possible to provide the 911 dialing feature for Voiceral'service at this time, you acknowledge and understand that there is a greater possibility of network congestion and/or reduced speed in the routing of a 911 communication made utilizing your Voiceral equipment as compared to traditional 911 dialing over traditional public telephone networks. You acknowledge and understand that there may be a greater possibility that the general telephone number for the local emergency service provider will produce a busy signal or will take longer to answer, as compared to those 911 calls routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. You acknowledge and accept that Voiceral relies on third parties for the forwarding of information underlying such routing, and accordingly Voiceral and its third party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect. Voiceral or its officers or employees, may not 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 911 dialing unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of Voiceral.

2.8 Automated Number Identification

At this time during Voiceral 911 dialing, it may or may not be possible for the Public Safety Answering Point (PSAP) and the local emergency personnel to identify your phone number when you dial 911. Voiceral's system is configured in most instances to send the automated number identification information; however, one or more telephone companies, not Voiceral, route the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and PSAP's are not yet always technically capable of doing so. You acknowledge and understand that PSAP and emergency personnel may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them, and/or if the Service is not operational for any reason, including, without limitation, those listed elsewhere in this Agreement.

2.9 Automated Location Identification

At this time, during Voiceral 911 Dialing, it may or may not be possible to transmit identification of the address that you have listed to the Public Safety Answering Point (PSAP) and local emergency personnel for your area when you dial 911. You acknowledge and understand that you will need to state the nature of your emergency promptly and clearly, including your location, as PSAP and emergency personnel may NOT have this information. You acknowledge and understand that PSAP and emergency personnel will not be able to find your location if the call is unable to be completed, is dropped or disconnected, if you are unable to speak to tell them your location and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

2.10 Alternative 911 Arrangements

You acknowledge that Voiceral does not offer primary line or lifeline services.

3. CHANGES TO THIS AGREEMENT

Voiceral may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted within these terms of services. Such changes will become binding on Customer, on the date posted to the Voiceral website and no further notice by Voiceral is required. This Agreement as 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 Retail Customers in connection with retail distribution, including, without limitation, any written terms enclosed within the packaging of the Device.

4. CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

4.1 Billing

You must provide a valid credit or debit card number (Visa, MasterCard, Discover, American Express, Debit Cards or any other issuer then-accepted by Voiceral) or eCheck, in order for Service to be activated. Voiceral reserves the right to stop accepting credit or debit cards from one or more issuers. If the card expires, you close your account, your billing address changes, or the card is cancelled and replaced owing to loss or theft, you must advise Voiceral at once. We will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which Voiceral decides to bill in arrears) to the card on record, including but not limited to: set-up fees, monthly Service fees, international usage charges, advanced feature charges, equipment purchases, termination fees and shipping and handling charges. Voiceral reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50. All usage charges will be billed in increments that are rounded up to the nearest minute.

4.2 Billing Disputes

You must notify Voiceral in writing within 7 days after receiving your credit card statement if you dispute any Voiceral charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address:

Customer Care Billing Department
Voiceral Communications, Inc.
150 Broadway, Suite 303
Menands, NY 12204

billing@Voiceral.com

4.3 Payment

Voiceral accepts payments via methods set forth in Section 4.1. Your initial use of the Service authorizes Voiceral to charge the card account number on file with Voiceral, including any changed information given Voiceral if the card expires or is replaced, or if you substitute a different card. This authorization will remain valid until 30 days after Voiceral receives your written notice terminating Voiceral's authority to charge your credit card, whereupon Voiceral will charge you any outstanding charges and terminate the Service. Voiceral may terminate your Service at any time in its sole discretion, if any charge to your card on file with Voiceral is declined or reversed, your credit card expires and you have not provided Voiceral with a valid replacement credit card, or in case of any other non-payment of account charges. Termination of Service for declined or expired card, reversed charges or non-payment leaves you FULLY LIABLE to Voiceral for ALL CHARGES ACCRUED BEFORE TERMINATION and for all costs incurred by Voiceral in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.

4.4 Termination/Discontinuance of Service

Voiceral reserves the right to suspend or discontinue providing the Service generally, or to terminate your Service, at any time in its sole discretion. If Voiceral discontinues providing the Service generally, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month's charges. If your Service is terminated for any stated reason, including, without limitation, violation of this Agreement, or because of any improper use of the Service or Device (such as, but not limited to, your attempts to hack, disrupt, or misuse the Service or your acts or omissions that violate any acceptable use policy of Voiceral or of a third party provider to which Voiceral is subject), you will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges which immediately become due and payable. Annual accounts that are terminated prior to the completion of their 12 month term shall be pro-rated at the then current monthly rate. All accounts will remain active and billed, even after termination, until the Voiceral supplied equipment (the ATA, the power supply to the ATA and the supplied ethernet cord unlessed purchased from Voiceral) have been returned to Voiceral at: Voiceral Communications, 150 Broadway, Suite 303, Menands, NY 12204.

4.5 Taxes

You are responsible for, and shall pay, any 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 credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you shall provide Voiceral with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date Voiceral receives such certificate.

4.6 Payphone Charges

If you make use of Voiceral's Toll Free feature or any toll free feature that may be offered by Voiceral in the future, you acknowledge and agree that Voiceral is entitled to recover from you any charges imposed on Voiceral by payphone owners or operators, either directly or indirectly through Voiceral's suppliers in connection with toll free calls made to your number, or any charges imposed on Voiceral by its suppliers to recover such costs. Voiceral may recover these amounts by means of a per-call charge, rounded up to the next cent, or in such other fashion as Voiceral deems appropriate for the recovery of these costs.

4.7 Charges for Directory Calls

Voiceral currently provides for free 411 (directory assistance) calling. This may change at any time in the future if the ability to provide free 411 calling is no longer available.

4.8 Service Charges

Voiceral reserves the right to change the rates and fees for its services without further notification.

5. WARRANTY and LIABILITY LIMITATIONS / INDEMNIFICATION

5.1 Limitation of Liability

Voiceral'shall 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:

1.) act or omission of an underlying carrier, service provider, vendor or other third party;
2.) equipment, network or facility failure;
3.) equipment, network or facility upgrade or modification;
4.) force majeure events such as (but not limited to) acts of God; strikes; fire; war; riot; government actions;
5.) equipment, network or facility shortage;
6.) equipment or facility relocation;
7.) service, equipment, network or facility failure caused by the loss of power to Customer;
8) outage of Customer’s ISP or broadband service provider;
9) act or omission of Customer or any person using the Service or Device provided to Customer; or
10) any other cause that is beyond Voiceral's 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 degradation of voice quality.

Voiceral's aggregate liability for (i) any failure or mistake; (ii) any claim with respect to Voiceral's performance or nonperformance hereunder or (iii) any Voiceral act or omission in connection with the subject matter hereof shall in no event exceed Service charges with respect to the affected time period.

5.2 Disclaimer of Damages

IN NO EVENT SHALL VOICERAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO 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 BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. 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 VOICERAL WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

5.3 Indemnification

Customer agrees to defend, indemnify, and hold harmless Voiceral, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer's Service, relating to this Agreement, the Services, including 911dialing, or the Device. This paragraph shall survive termination of this Agreement.

5.4 No Warranties on Service

VOICERAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE 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 CUSTOMERÕS REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, VOICERAL DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER VOICERAL NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO VOICERAL'S OR CUSTOMER'S 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 VOICERAL'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY VOICERAL OR VOICERAL'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

5.5 No Warranties, or Limited Warranties, for Devices

If Customer received the Device new from Voiceral and the Device included a limited warranty at the time of receipt, Customer 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. If Customer's Device did not include a limited warranty from Voiceral at the time of receipt, Customer agrees that it accepts its Device "as is" and that Customer is not entitled to replacement or refund in the event of any defect, except that for Retail Customers only, Voiceral 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 shall not apply to any defect or failure other than a manufacturing defect, and, without limiting the generality of the foregoing, shall not apply to any defect caused by damage in transit, retailer handling or Retail Customer handling. Retail CustomerÕs 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 1.8.1. 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. This Retail Customer limited warranty shall 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. OTHER THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN DOCUMENTATION PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, VOICERAL MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS 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 CUSTOMERÓS 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.

5.6 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.

5.7 Content

You are liable for any and all liability that may arise out of the content transmitted by or to you or Users using the Services. You shall assure that your or User's use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. Voiceral reserves the right to terminate or suspend affected Services, and/or remove your or Users' content from the Services, if Voiceral determines that such use or content doer not conform with the requirements set forth in this Agreement or interferes with Voiceral's ability to provide Services to you or others or receives notice from anyone that your or Users' use or Content may violate any laws or regulations. Voiceral's actions or inaction under this Section shall not constitute review or approval of your or Users' use or Content. You will indemnify and hold Voiceral against any and all liability arising from the content transmitted by or to you or to Users using the Services. A "User" means any person, whether authorized or unauthorized, using the Service and/or Device provided to you.

6. GOVERNING LAW / RESOLUTION OF DISPUTES

6.1 Mandatory Arbitration

Any dispute or claim between Customer and Voiceral arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (or, for Customers subscribing to service in Canada, a Canadian arbitration organization of Voiceral's choosing). The arbitration shall take place in New York, New York (or, for Customers subscribing to service in Canada, Toronto, Ontario) and shall be conducted in English. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall 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. All claims shall be arbitrated individually and Customer will 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. CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.

6.2 Governing Law

The Agreement and the relationship between you and Voiceral'shall be governed by the laws of the State of New York (or, for Customers subscribing to service in Canada, applicable Canadian law) without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 6.1, you and Voiceral agree to submit to the personal and exclusive jurisdiction of the courts located within the state of New York (or, for Customers subscribing to service in Canada, courts sitting within the province of Ontario) and waive any objection as to venue or inconvenient forum. The failure of Voiceral to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

6.3 Entire Agreement

This Agreement and the rates for Services found on Voiceral's website constitute the entire agreement between you and Voiceral and govern your use of the Service, superseding any prior agreements between you and Voiceral and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon Voiceral unless and until posted in accordance with Section 3 hereof.

6.4 Severability

If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

7. PRIVACY

Voiceral'service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Voiceral is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy applicable to you at www.voiceral.com for additional information.

Last Updated: July 17, 2007