CENTURIC.COM VOIP/Hosted PBX ADDENDUM TO TERMS OF SERVICE

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1 CENTURIC.COM VOIP/Hosted PBX ADDENDUM TO TERMS OF SERVICE This VOIP addendum to Centuric s Terms of Service ( VOIP Agreement ) is entered by and between you (you, your or the Customer ) and Centuric, LLC and any of its affiliates, parents and subsidiaries (individually and collectively, "we," "us," our or "Centuric") and the website and other affiliated or related websites operated, managed or owned by Centuric (together the Sites ). 1. Terms and Conditions. This VOIP Agreement governs your use of both, Voice Over Internet Protocol ( VOIP ) services and any related device and equipment (together Services ), and any assigned local and/or toll-free number account ("Number") used in connection with the Services. This VOIP Agreement, and all terms here of, shall be incorporated into deemed a part of the Centuric s Terms of Service as provided in Centuric s Terms of Service. Any of the following actions constitute your agreement without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your initialization or registration of the Services, either via the telephone or through the Centuric s Site or, (ii) your use of our Site. 2. Terms of Service: the term of this VOIP Agreement starts on the date on which Services are provided to you and, will continue on a month to month basis until terminated by either party unless, otherwise provided during your registration and/or check out process. Centuric reserves the right to verify a registration for the Services in order to prevent fraud and to cancel the service where we suspect a fraudulent order Service Plan Changes. Changes to the Services or service plans may be done at the request of an authorized person established during the initialization or registration of the Services ( Authorized Person ). Changes can be requested via at billing@centuric.com and, will take effect at the beginning of your next billing cycle. You may not resell or transfer your Service or provide a telephone service to anyone else by using your Services or features without our written authorization 2.2. Voluntary Termination: Either party may terminate this VOIP Agreement at any time for any or no reason within the first 90 days. The termination request must come from an Authorized Person. Changes to this list must be submitted by to billing@centuric.com. The above notwithstanding, Centuric shall not refund or prorate Fees to you for any reason. In the event you cancel or terminate this VOIP Agreement prior to end of a Billing Period, you will remain liable for any and all Fees, as provided in this VOIP Agreement, through the end of the Billing Period. After the 90 days are complete early termination will be governed by the Terms of Service Termination Rights. Your right to use the Services will cease upon termination of this Agreement. We may require reactivation charges to renew Services after termination, please refer to section 5.1 for more information on reactivation charges. 3. Fees. You are responsible for all charges arising from the use of the Services at the cost specifically defined during your registration and/or check out process, including but not limited to the followings; long distance, directory assistance charges, unregistered devices 911 charges, regulatory and government fees, taxes and surcharges, including regulatory recovery fees, imposed on you or us as a result of your use of the Services provided by Centuric Service Plans. The following are associated fees, as posted on our Site, that may apply to your plan; (i) a flat monthly service fee, (ii) a service activation fee (if any), (iii) a flat monthly fee for local, toll-free or Global Direct Inbound Number (DID) (if any), and (iv) a one-time fee for porting 1

2 a number from another carrier (if applicable). Under all plans, calls to/from the 48 Contiguous United States (excludes Alaska, Hawaii and United States territories such as Puerto Rico) and Canada ( Domestic Calls ), originating from or terminating in the Public Switched Telephone Network ( PSTN ) or any other network (including other VOIP networks) other than Centuric s network (an Out of Network Calls ), will count as minute usage and billed or deducted from the account at the stated per minute rate under each plan. Metered Minute Plans will be loaded with calling credits in increments as stated on the Site and upon usage. Minutes will be deducted from the calling credits at the cost per minutes for your plan as stated on our Site. All unused minutes under your account balance will roll over to the following month at the end of the billing period. Billing increments are thirty (30) seconds for the initial period and six (6) second for subsequent periods and rounded up to the nearest cent, or as otherwise stated by your Service plan. All other usage based charges, will be deducted from your account from the calling credits at costs stated below Set- up Assistance and Fully Managed Systems. Under each plan, Centuric will allocate one hour of remote assistance to help new customers with their PBX. Additional assistance is available at the per hour rate.. Centuric also offers a fully manage the PBX at rates as stated on the Site Usage and Charges Centuric Reasonable Use Policy Centuric s Reasonable Use Policy ("Policy") is intended to guide its customers in understanding the intended and permissible uses of our service, and to prevent exploitation, fraud, and abuse of its unlimited calling plans and features. This Policy is based upon the relevant provisions in our Terms of Service and is applicable to all our services. Our Terms of Service are located at business services. Normal, Reasonable Small Business or Home Business Use (Kick Start Plan) Centuric's service is a single (and not extended or multi-) small business residential voice service. It is engineered to process and deliver voice traffic profiles and utilization levels of our typical small business customers' calling patterns and may not be the same as other company s or published industry standards (hereafter also referred to as "normal" small business use). "Unlimited" refers to that type and level of usage. "Typical" refers to the calling patterns of at least 95% of our customers on a particular calling plan. Normal small business traffic profiles and utilization do not include business usage that may be considered Call Center or excessive in/out bound minute usage. Examples of this include but are not limited to autodialing programs and other Call Center type of operations. Centuric offers separate plans for customers Centuric deems to be Call Center Operators.. "Unlimited" does not refer to those types and levels of usage. Telephone utilization that is indicative of, or arising from, impermissible business, Call Center Operations, excessive use per extensions, or fraudulent use, as outlined herein, on a small business class of service line may create network congestion that will manifest itself in increased busy signals, dropped calls, or a compromised quality of service for themselves and others. Impermissible Use(s) Centuric may also determine that abnormal, unreasonable or impermissible usage is occurring, and may take appropriate steps described below even if the number of minutes used is not excessive, when a customer's calling patterns during more than one month reflect excessive: unique numbers called; call lengths; frequency of call forwarding/transferring; 2

3 conference calling; short duration calls; number of calls made during a month; number of calls made to a conference calling service during a month; calls made during business hours; number of calls terminated and re-initiated consecutively, which, in the aggregate, result in excessive call lengths during a specific time frame; or other calling patterns indicative of an attempt to evade enforcement of this Reasonable Use Policy For Lawful and Appropriate Purposes Only; Centuric's Rights You may not use our service or devices in any way that is illegal, fraudulent, improper or inappropriate. You may not use any automated means to manipulate our service or use our service to violate any law, rule, regulation or any third party's intellectual property or personal rights. We reserve the right to review your account and take further action, including, but not limited to, immediate suspension of your Centuric service if account usage is beyond normal standards for typical customers on the same calling plan, impermissible or detrimental to other customers' ability to use the service or adversely affects our operations. We may assess abnormal usage based on comparisons to the usage patterns and levels of our other customers on the same plan(s). If we determine that you are engaging in abnormal or impermissible usage, we will use commercially reasonable efforts to inform you and may provide you with the opportunity to correct the improper usage. If we afford you the opportunity to correct your abnormal usage patterns and you fail to immediately conform to normal use, we may exercise our right to transfer your service to a more appropriate plan, charge applicable rates for that plan, implement other limitations or suspend or terminate your service with or without notice. If we believe that our service has been used for an unlawful purpose, we may immediately terminate your service with or without notice and/or forward the relevant communication and other information to the appropriate authorities for investigation and prosecution. We reserve all of our legal rights RATES AND CHARGES a) The rates and charges for the Services shall be those set forth in the rate schedule to the Agreement (the "Rate Schedule") or other appropriate schedule thereto and/or Centuric s tariffs, as applicable and as amended from time to time. The rates and charges in the Rate Schedule apply only to the Services provided at the service address listed on the Rate Schedule of the Agreement. Each additional Customer location added after the Effective Date of the Agreement shall require its own rate schedule. For any Centuric service used by Customer for which a rate is not specified in the Agreement, Centuric'S standard business rate shall apply International. Outgoing International Calls (not Domestic Calls), including calls forwarded to such international areas will be charged based on the current international rates published or not published on our Site. International calls are billed in increments of six (6) seconds and the cost is then rounded up to the nearest cent. You may be charged for a dialed International call even if the call is not answered. As stated on the current International rates published on our Site, certain International mobile numbers carry higher toll charges than those that apply to calls made to fixed land lines. Centuric reserves the right to prevent calls to certain international destinations Conference Bridge. A Conference Bridge may be added to your account at a flat monthly fee as stated on our Site. Conference bridge calls will be billed per minute only for Out of Network participants at a per minute rates for each plan. 3

4 IVR Voice Response Recording. Centuric offers a Voice Recording service that enables you to use professional voice talent to record greetings and prompts that meshes with the exiting voice prompts in our service. Fees apply as stated on our Site and will be paid by credit card upon your approval of the recording Information Calls. Call to 411 Information will have a flat cost of $per call. The cost of the call may vary depending on the carrier or the geographic location Directory Assistance Listing. Directory Assistance Listing is available as long as the telephone number and the listing address reside within the same rate center. The process of adding the Directory Assistance Listing to a telephone number takes approximately 13 business days with a monthly cost of $2.00, for the first Direct Inbound Number (DID) and $14.00 per month for each additional DID or additional names for the same phone number/address. Listing information is sent out and will be available to all Directory databases, websites, etc., within two (2) business weeks. You have the option to port a current number that has Directory Assistance Listing without any interruption of service as long as the number and the listing address reside within the same rate center. If the telephone number is located in a rate center different than the listing address, an order to move that number will have to be placed. A one time fee will apply and the process may take up to 9 business days. 4. Taxes and Government Fees. State and local governments may assess taxes, surcharges, or fees, or all of these, on your use of our Service. These charges may be a flat fee or a percentage of Centuric charges and may change without notice. These charges are based on the rates applicable to the address you provided to us. You are responsible for all applicable taxes, fees, or charges for your subscription, use, or payment for our Service or your device. These amounts are in addition to the payment for your Service or devices. We will bill these charges to your payment method according to the terms in this Agreement. If you are exempt from payment of any of these taxes, you must provide us with an original certificate that satisfies the legal requirements attesting to tax-exempt status. Tax exemption will only apply from the date we receive your certificate. 5. Billing and Payment. Any applicable activation fees and flat monthly fees are billed in advance of the month of usage on the first day of the month and payable on the first day of the month along with the loaded calling credit. The billing cycle, unless otherwise stated, is a full calendar month, starting on the 1st day of the calendar month and continuing until the last day of the calendar month. The cost of purchased equipment, along with all applicable taxes and fees, will be billed when the equipment is shipped. Calling credits will be added to your account in increments to your plan as dictated by you, once the balance of the account falls under the equivalent of 100 minutes, and will automatically be billed at such time. Unless otherwise agreed to in writing, all charges will be automatically charged and paid by previous authorized credit or debit card on file with us. No additional notice or consent will be required for billings to that credit or debit card account. Centuric reserves the right to discontinue any credit to your account at any time without notice and/or require a deposit to maintain the service, which will be held as a partial guarantee of payment and cannot be used by you to pay your bill or delay payment. Unless otherwise required by law, deposits may be mixed with other funds and will not earn interest. If you default or this Agreement is terminated, Centuric may, without notice to you, apply any deposit towards payment of charges due. Any deposits returned to you will be refunded to the credit card on 4

5 file. You agree that you will advise us of any changes to your credit or debit card account, such as account number, billing address, or expiration date changes. Fees charged will be adjusted and pro-rated for billing cycles which covers less than a full month. Centuric reserves the right to change its pricing and/or billing practices in its sole discretion. In the event you dispute any charges billed to you, you must notify us in writing within ten (10) business days of the date of the disputed statement or you will waive any objection and any further remedy with respect thereto. Disputes must be sent to billing@centuric.com. Centuric may offer a trial period (some restrictions may apply) on certain plans which are available only to first time customers, one account per customer. Customers must have a valid Credit/Debit Card on file to participate of this trial plan offerings. Charges will be made against the Credit/Debit Card unless the Customer does not cancel the account prior to the end of the Free Trial period, typically, 30 days. Free trial periods will convert to standard plans and will be billed as per Plan provided during the 30 day free trial period Delinquent Accounts. If payment on your account fails for any reason, you will be liable for a late fee of $25 and for interest as a rate of 18% per annum, which in either case will not exceed the amount permitted by law. If we accept any late payment or partial payment, whether or not marked as payment in full, it will not affect the due date of any payment due and will not act as an extension of time or a waiver of any amount that remains unpaid. In addition, it will not affect any of Centuric s rights including our right to declare the entire balance in your Account to be due. Centuric reserves the right to suspend or terminate the Service without prior notice, in which case all accrued charges and balances are due immediately. We will not reactivate a suspended account until we receive payment in full in addition to an account reactivation fee equal to 25% of the average of the prior (three) 3 months fees. If an account is suspended, you will not eligible for a pro-rated refund for the time that your account was suspended. If we terminate your Service, your account will be terminated and all files, settings, configuration, and other data stored by Centuric will be deleted and your phone number(s) may be reassigned. You acknowledge Centuric s right and authorize Centuric to refer your account, if past due, to attorneys and/or collection agencies for further action. If any collection action is taken, you agree to reimburse Centuric reasonable attorneys' fees, court costs, and any other costs and fees, including collection agency fees, undertaken to collect past due bills and/or Cancellation Fees Chargebacks. Anyone who intentionally uses the Service without an intent to pay for the Service and later dispute the charges with their financial institution and/or refuses to pay the associated charges is committing fraud and is subject to criminal and civil litigation under interstate commerce laws. Anyone who does not intend to pay for the Service is encouraged not to sign up. Centuric reserves the right to suspend Service for any account upon receipt of a chargeback. In such cases, all amounts will be due, payable and subject to Centuric s late fees policies. Any accounts reactivated after receiving payment of the chargeback amount, will be subject to a $15.00 chargeback fee. 6. Number Ownership. You are the owner of any of Local, Global or Toll Free Number (collectively Numbers ) assigned to you by us or transferred by you to us. Prior to termination of your Account for any reason, you may request to transfer your Numbers to another carrier at no extra charge. If you fail to transfer your Numbers to another carrier prior to terminating your Account, then following the 5

6 termination of your Account, your Numbers becomes property of Centuric. It is your responsibility to have your Numbers transferred to another carrier prior to canceling your Account. A request by you to port your Numbers to another provider may be deemed a request by you to terminate your agreement with Centuric. If you decide to port your Numbers to another service provider, you remain liable to Centuric for any outstanding balances due on your account. Your account must remain active until the port is complete. Under the small Business Plan Centuric remains the owner of all phone numbers associated with the account. 7. NOT A TELECOMMUNICATION SERVICE. Centuric s Services are not telecommunications services, and Centuric provides them on a best efforts basis. There are important distinctions between a telecommunications service and our Service. Our Service is subject to different regulatory treatment than a telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies. Our Service requires a high speed broadband connection which we do not provide. Events beyond our control may affect our Service, such as power outages, fluctuations in the Internet, your underlying ISP or broadband service, or maintenance. We will act in good faith to minimize disruptions to your use of and access to our Service. 8. E- 911 DIALING. Centuric s 911 Service is different from traditional wire line 911 and cellular/wireless 911, but it is a safe and reliable means of emergency dialing that may differ depending on where you are located, and the device used, when using your Centuric Service. With E 911 service, when you dial 911 your phone number registered address is sent to the local emergency center serving your location, and emergency operators have access to this information in order to send help and call you back if necessary. We require you to provide the physical address where you will be using our Service for 911 purposes. This address is used to route 911 calls to your local emergency center. When you initially provide your physical address, it can take up to 120 minutes to verify your address and activate 911 services at this address. You will receive an letting you know when 911 services are activated. If you move this device to another location, even temporarily, you must update your address. You may register only one location at time. If you do not update your location, your 911 calls may be sent to an emergency center near your old address. When you update your location, it can take several hours to activate 911 services at the updated address. You acknowledge and understand that you cannot dial 911 from a phone using our Service unless and until you have received the confirming the 911 Service activation. You further acknowledge and understand that emergency service personnel will consider any 911 call made through the Service to have been made from the physical location registered and associated with the account, regardless of where the caller may want or require emergency assistance. You also acknowledge that 911 Dialing, like the Services as a whole does not function in the event of a power failure or broadband outage. If your Service is suspended for as a result of a billing issue, the 911 Dialing will also not function. 9. Incompatibility with Other Services. You acknowledge that our Service may not be compatible with non-voice communications equipment, including but not limited to security systems, TTY, medical monitoring equipment, PBX, other private telephone networks, or computer modems. You waive any claim against Centuric for interference with or disruption of these services and equipment, as well as any claim that Centuric is responsible for any disruption to your business, if applicable. There may also be other services with which our service may be incompatible. Some providers of broadband service may provide modems that prevent the transmission of communications using our Service. We do not warrant that our Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of our Service with any particular broadband service. 6

7 10. Equipment Sales: Equipment Return Policy - Equipment purchased from Centuric may be returned or exchanged within 30 Days from date of purchase. In order to return or exchange equipment, the customer must first obtain a Return Merchandise Authorization (RMA) from Centuric. No returns or exchanges will be authorized without the manufacturer s original undamaged packaging (i.e. missing/damaged UPC barcodes, tape on the manufacturer s box, etc.), and all original product information such as manuals, warranties, etc.). The RMA will be sent to you along with instructions and a Return Shipping Label. Returns are subject to a 15% restocking fee plus the actual cost of shipping. This amount will be deducted from the amount of your refund. Centuric is not liable in any way for any returned packages that is lost or damaged during shipment, nor responsible for shipping and handling costs incurred while processing your return/exchange Warranties - The warranty period of all the products we sell is stated in the product description Shipping and Handling - All orders are processed and shipped within 1-3 business days. In case the product you selected is on backorder, you will receive immediate notification and be given the choice to remain on backorder, substitute the backordered item for another item, or cancel the order Physical End- Point- Device (EPD) - If your plan includes a physical phone as part of the service fee you, the customer, agree to take full responsibility for the appropriate care and maintenance of the EPD. While Centuric will remain the owner of the EPD the customer is expected to take reasonable care of the EPD and the customer agrees to cover the cost of any damages caused by use or actions outside of what is considered normal wear and tear. Please note that delivery time is subject to the ability of our couriers to fulfill their delivery schedule. Centuric is not liable for packages that were not delivered on time because of mishaps or unavoidable delays by our couriers. 11. Other Not O+ Operator Assisted Calling. Our Service does not support 0+ or operator assisted calling, including, without limitation, collect calls, third party billing calls, 900, or calling card calls. Our Service may not support 311, 511, and other x11 services in one or more service areas Service outside the United States. Although we encourage you to use our Service to call foreign countries from the United States and to use our Service as you travel, the Services are only offered and supported in the United States. If you remove any Equipment to a country other than the United States and attempt to use the Service from there, you do so at your own risk, including the risk that such activity violates local laws in the country where you do so. Our Services are designed to work generally with unencumbered high-speed Internet connections. However, if the high-speed Internet connection you are using is not within a Centuric service area or your Internet Service Provider places restrictions on using VOIP services, we do not claim that they will allow you to use our Service. You will be solely responsible for any violations of local laws and regulations or violations of your Internet Service Provider s terms of service because of your use of our service. If you ship a device outside the United States for use in another country, you are solely responsible for determining and adhering to compliance with all applicable custom, regulatory, and other laws regarding the transport, distribution and use of such device and the service. 7

8 11.3. Loss or Theft of Service. You agree to notify Centuric immediately, by calling or ing Centuric, if any Equipment is lost or stolen, or if you suspect or become aware at any time that your Service is being tampered with, stolen, or being fraudulently used. You will be liable for all use of the Service using Equipment or any access code, password or the like lost by or stolen from you and any and all stolen Service or fraudulent use of the Service until Centuric is informed of the loss or theft Copy or Alterations. If you copy or alter or have someone else copy or alter the firmware or software of any device in any way that facilitates a compromise of your Service, you are responsible for any charges that result. You may not attempt to hack or otherwise alter or disrupt our Service or make any use of our Service that is inconsistent with its intended purpose. You have not been granted any license to use the firmware or software we use to provide our Service or that we provide to you in providing our Service, or that is embedded in your device, other than a nontransferable, revocable license to use the firmware or software in object code form (without making any modification to it) strictly according the terms and conditions of this VOIP Agreement. You also agree that you will use your device exclusively for our Service. We will not provide any passwords, codes, or other information or assistance that would enable you to use your device for any other purpose. We reserve the right to prohibit the use of any interface device that we have not provided to you. You warrant that you possess all required rights, including software or firmware licenses, or both, to use any interface device that we have not provided to you. You may not reverse compile, disassemble, or reverse engineer, or otherwise attempt to derive the source code from the binary code of the firmware or software Unauthorized Use of Service. You may not use or obtain our Service in any manner that avoids Centuric s Terms of Service, Privacy Policy as well as our other policies and procedures, including an illegal or improper manner. You will notify us immediately at helpdesk@centuic.com if your device is stolen or if you believe that your Service is being stolen, fraudulently used, or otherwise being used in an unauthorized manner. When you notify us of one of these events, you must provide your account number and a detailed description of the circumstances of the theft, fraudulent use, or unauthorized use of service. If you fail to notify us in a timely manner, we may disconnect your Service and levy additional charges on you. Until you notify us, you will be liable for all use of our Service using a device stolen from you and any stolen, fraudulent, or unauthorized use of our Service whether or not it involves a stolen device. Customer, and not Centuric, shall bear the risk of loss arising from any unauthorized or fraudulent usage of Services provided under the Agreement to Customer. Centuric reserves the right, but is not required, to take any and all action it deems appropriate (including blocking access to particular calling numbers or geographic areas) to prevent or terminate any fraud or abuse in connection with the Services, or any use thereof, provided, however, that any such action shall be consistent with applicable federal and state laws, rules, and regulations As- Is Services. You agree that our Services are provided "As-Is," except to the extent provided in the Centuric s Terms of Service CLEA. You acknowledge that Centuric intends to fully comply with the Communications Assistance for Law Enforcement Act of 1984, and all rules and regulations promulgated thereunder, as the same may be amended from time to time ( CALEA ). You agree and consent to Centuric s right to monitor, tap, trace and otherwise disclose the nature and content of your communications if and as required by law enforcement authorities without notice to you and to provide such other assistance to law enforcement authorities as may lawfully be requested by them. 8

9 11.8. Monitoring. We may monitor the use of our Service for violations of this agreement and may remove or block all communications if we suspect a violation of this agreement, or if we think it necessary in order to protect our Centuric COMPLIANCE WITH LAWS. Each party shall comply with all applicable laws, regulations, court decisions or administrative rulings regarding the provision or use of the Services. Without limiting the foregoing, all customers that utilize the Services for the purpose of making telephone solicitations must comply with the national do-not-call requirements, including the rules as set forth in 47 C.F.R. Section and 16 C.F.R. Part 310. Failure to do so shall constitute a material breach of the Agreement. 12. No Warranties on Service. We make no warranties, express or implied, except to the extent provided in the Centuric s Terms of Service. 13. Indemnification. You shall defend, indemnify, and hold harmless Centuric, its officers, directors, employees, affiliates and agents, and any other service provider who furnishes services to you for our Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorney s fees) by, or on behalf of, you or any third party or user of our service, relating to our service, including, without limitation, 911 Dialing, or your device(s), or use of our Service by you or others using your Account (whether or not such usage is expressly authorized by you). You are liable for all liability that may arise from the content transmitted to any person, whether or not you authorize it, using your Service or device(s). You promise that you and anyone who uses your Service and all your and their content comply at all times with all laws, regulations, and written and electronic instructions for using our Service and the device. 14. ASSIGNMENT. Neither party may assign the Agreement without the written consent of the other party, which consent shall not unreasonably be withheld or delayed; provided that no such consent shall be required for any assignment by a party to an entity that either controls or is controlled by or is under common control with that party; or to an entity which succeeds to all or substantially all of such party's assets whether by merger, sale or otherwise; or to any institutional lender to whom this Agreement is assigned as collateral security for any indebtedness of the assignor or any affiliate of the assignor. In the event of any assignment by Customer as permitted hereunder, the assignee must comply with Centuric's credit and security requirements. 9