WITNESSETH

WHEREAS, VAULTTEL is in the business of providing telecommunications services (“Services”); and

WHEREAS, CUSTOMER desires to purchase telecommunications services (“Services”) from VAULTTEL, all as more fully described below, and as per the term and conditions set forth in this Agreement (“Agreement”) and all applicable Schedules.

The CUSTOMER may obtain additional services upon execution by both PARTIES of additional Service Schedules referencing this Agreement.  The additional services will be provided in accordance with the terms and conditions of this Agreement and the terms and conditions set out in the applicable Service Schedule.

NOW, THEREFORE, in consideration of the recitals and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged; the parties hereby agree as follows:

1. Services

VAULTTEL, either directly or through its directs, bilateral agreements, or transient carriers, shall provide domestic and/or international telecommunication carrier services (“Services”) and facilities to route CUSTOMER’S telecommunication traffic to and from various destinations/originations worldwide as more explicitly described in Schedule A.

VAULTTEL agrees to furnish to CUSTOMER, and CUSTOMER agrees to purchase from VAULTTEL, the telecommunication services as set forth in Schedule A attached hereto.

2. Terms

This Agreement shall commence on the date of the Customer’s beginning of their first minute of test traffic during their trial period (the “Commencement Date”) and continue for a term of one year upon acceptance of services, either verbally or transmitted via email, and customer acknowledges these two contact methods as valid and legally binding.  This Agreement shall thereafter continue, on a month to month basis. However, either party may cancel this contract at any time without penalty upon thirty (30) days prior written notice to the other party, or as otherwise provided herein.

3. Rates

During the term of this Agreement, VAULTTEL shall charge for the telecommunication services, and CUSTOMER shall pay for such telecommunication services, the amount determined by using the rates set out in Schedule A.

VAULTTEL shall have the right to modify the rates and conditions set forth in Schedule A at any time, but shall give CUSTOMER at least SEVEN (7) calendar days prior written notice via electronic mail (“email”) agreed upon by both PARTIES. 

VAULTTEL shall provide rate change notices to CUSTOMER communicated via email to ______________ . All rate increases shall become effective on the tenth day after reception at 12:00 am GMT, as applicable.  All rate decreases shall become effective immediately upon receipt.  

4. Billing, Jurisdiction and Payment Terms

VAULTTEL will bill the NPA NXX deck using LRN billing.

VAULTTEL shall provide the following billing increments.  US Domestic increments shall be billed with a six (6) second minimums and thereafter in six (6) second increments.  International increments shall be billed in one (1) second minimums and thereafter in one (1) second increments except for Mexico, which shall be billed in sixty (60) second minimums and thereafter in sixty (60) second increments.

1. IMPERMISSIBLE TRAFFIC.  VTS will monitor Customer’s traffic to verify that no Impermissible Traffic is being terminated.  If VTS determines that Impermissible Traffic is being terminated, VTS will provide written notice to Customer.  If within five (5) days after receiving notice thereof from VTS, Customer continues to terminate Impermissible Traffic, then VTS may suspend Services until such time as Customer has provided adequate assurances to VTS that Impermissible Traffic will not be terminated.  If adequate assurances are not provided to VTS within thirty (30) days of the date of VTS’s notice to Customer, then VTS may terminate Service. If Service is resumed and subsequently VTS determines that Impermissible Traffic is being terminated, VTS may suspend or terminate Service upon twenty-four (24) hours prior written notice to Customer.  Any suspension of service pursuant to this provision will not excuse Customer from its obligation to pay any outstanding bills for Services. Termination of Service by VTS will be considered due to Customer’s breach of this Addendum. “Impermissible Traffic” consists of calls resulting from the following activities:
2. Sequential dialing of telephone numbers at the NPA or NXX level;
3. Initiating a call, as a result of a party receiving a telemarketing or telephone solicitation to a prompt, and signaling the CPN of the called party, unless the called party had an existing business relationship with the telemarketer or telephone solicitor;
4. Passing a telephone number not associated with the calling party, whether or not used as a means to obtain name and number information for the improperly passed telephone number;
5. Cause any caller identification service to transmit misleading or inaccurate caller identification information, whether or not with the intent to defraud or cause harm;
6. Place calls for the primary purpose of generating queries to a CNAM (Calling Name) or similar database;
7. telemarketers and telephone solicitations in 47 CFR Section 64.1200 and to the delivery of CPN by telemarketers in 47 CFR Section 64.1601(e);
8. Telemarketing or telephone solicitations to a party that is on a state or federal do not call list, unless the called party has an existing business relationship with the telemarketer or telephone solicitor;
9. Collect callback;
10. Improper use of ANI or CPNI; or
11. Any other activity deemed by VTS, in its sole discretion, to violate or raise questions of violating applicable laws, rules, regulations, agency policies or its agreements with its Carriers, following notice to Customer that such activity constitutes Impermissible Traffic under this Addendum.

For US calls made pursuant to this Agreement, interstate or intrastate call jurisdiction shall be determined, on a per call basis, based on the originating information in the “From” header of the SIP call, here referred to as ANI,  and terminating NPA-NXX in the call record referred to as DNIS. All DNIS will be dipped for LRN. If LRN information is available, jurisdiction will be determined based on LRN. If a call originates and terminates in the same state based on the originating ANI and terminating LRN DNIS, then the call will be an intrastate call and the call shall be billed at the appropriate intrastate rate.  If a call originates and terminates in different states based on the originating ANI and terminating DNIS, then the call will be an interstate call and the call shall be billed at the appropriate interstate rate.

The Parties shall treat the following types of calls as being of “Indeterminate Jurisdiction”; (i) any call failing to adhere to E.164 formatting; (ii) any call with a 10-digit originating ANI with NPAs of 976, 911, 900, 888, 877, 866, 800 & 700.   (By way of example, the four items listed below meet the criteria of Indeterminate Jurisdiction: 1. Blank ANI/ Unrecognizable ANI/No ANI; 2. Toll Free ANI, i.e., beginning with 800, 866, 877, 888; and 3. International originating ANI, i.e., a telephone number outside of the US 50 States.) Indeterminate and unknown jurisdiction calls will be rated as interstate.

Neither VaultTel Telephone nor Customer will take any steps to misrepresent or conceal the nature, origin or destination of traffic.  Each party will use all reasonable efforts to transmit in its signaling the Calling Party Number (CPN) or equivalent information regarding the end user originating each call.  VaultTel will transmit all of the signaling information it receives from Customer and Customer will transmit all of the signaling information it receives from VaultTel.

Reports/CDR Records.VAULTTEL agrees to provide CUSTOMER with invoices and/or CDR billing records and will provide these via a VaultTel FTP site.

VAULTTEL shall not be entitled to further invoice any services unless the further invoice is received by CUSTOMER within three (3) months of the date of the original invoice.

The country mobile/cellular or city breakout destination codes and rates must be provided to CUSTOMER by VAULTTEL with the initial Schedule A or an associated Schedule. VAULTTEL is responsible for providing the correct rates and codes/dial patterns for each country mobile/cellular or landline city and/or breakout destinations.  

5. Billing Disputes

Should CUSTOMERdispute any of the charges on the invoice, it shall notify VAULTTEL of the disputed charges not later than forty-five (45) days from the date of invoice.  Said dispute shall set forth in writing all details concerning the disputed charges.  In the event of a dispute, the undisputed portion of the invoice shall be paid in accordance with the payment terms set forth herein.  After resolution of the disputed portion of the invoice, the adjustments, if any, shall be immediately credited to CUSTOMER’S account. If the Parties, in good faith, cannot resolve the dispute within sixty (60) days from the date of the dispute notification, either Party may serve upon the other written demand that the dispute or claim 

be submitted to arbitration. Said demand shall set forth the nature of the dispute or claim, an approximation of the amount in question and the nature of the remedy sought. The dispute or claim shall be submitted to arbitration administered by the American Arbitration Association. Judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration will be held in the State of Nevada.  CUSTOMER acknowledges that it is able to dispute the bills within the stated timeframe above and will irrevocably waive the right to dispute charges not disputed within the time frame set forth above.

6. Operational Matters

The point of interconnection with VAULTTELfor the provision of Telecommunications Services will be VoIP via SIP interconnect. VaultTel shall be responsible for procurement, at its own expense, of the necessary facilities, equipment required to deliver and accept traffic into the Interconnection Location.

Each Party reserves the right to immediately cancel and /or temporarily suspend any or all of its respective services if the other engages in activities which, in reasonable opinion of the providing Party, may cause disruption or damage to its network facilities.

VAULTTEL will exercise commercially reasonable efforts to meet or exceed the Answer Seizure Ratios (“ASR”), for services terminating on each of the routes identified 

In the event of performance problems, VAULTTEL’S technical contacts and escalation list are set forth on the Escalation List provided to CUSTOMER.  In the event that VAULTTEL is unable to or fails to meet any stated ASR or other obligation under this MSA or any applicable Schedules, then CUSTOMER shall have the discretionary remedy to terminate this Agreement.

VAULTTEL agrees (a) that their services will be operational at all times (seven (7) days a week and twenty-four (24) hours per day), except in the case of technical problems.  VAULTTEL agrees to use reasonable best efforts to repair their respective services should they experience technical problems, and (b) in the case of underlying carrier failure, VAULTTEL will make available alternate coverage and termination where possible and will notify CUSTOMER at the then available rates and terms for approval until service is restored.

7. Warranty

VAULTTEL and CUSTOMER will use reasonable efforts under the circumstances to maintain overall network quality.  The quality of Service provided hereunder shall be consistent with other common carrier industry standards, government regulations and sound business practices.

VAULTTEL AND CUSTOMER MAKE NO OTHER WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

8. Liability: General Indemnity

Limited Liability:  IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF CLIENTS, LOSS OF GOODWILL OR LOSS OF PROFITS ARISING IN ANY MANNER FROM THIS AGREEMENT AND THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER.

THE LIABILITY OF VAULTTEL AND CUSTOMER WITH THE RESPECT TO THE INSTALLATION (INCLUDING DELAYS THEREOF), PROVISION, TERMINATION, MAINTENANCE, REPAIR, INTERRUPTION, OR RESTORATION OF ANY SERVICE OR FACILITIES OFFERED UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CHARGE APPLICABLE UNDER THIS AGREEEMENT TO THE PERIOD DURING WHICH SERVICES WERE AFFECTED.  FOR THOSE SERVICES WITH MONTHLY RECURRING CHARGES, THE LIABLILTY OF VAULTTEL OR CUSTOMER IS LIMITED TO AN AMOUNT EQUAL TO THE PROPORTIONATE MONTHLY RECURRING CHARGES FOR THE PERIOD DURING WHICH SERVICE WAS AFFECTED.

General Indemnity.  In the event parties other than VAULTTEL and CUSTOMER shall have use of the Services, then VAULTTEL and CUSTOMERagree to forever indemnify and hold each other harmless from and against any and all claims, demands, suits, actions, losses, damages, assessments or payments which may be asserted by said parties arising out of or relating to any defect in the Services.

9. Use of Service

VAULTTEL and CUSTOMER will provide the Services specified hereunder upon condition that the Services shall not be used for any unlawful purpose.  The provision of Service will not create a partnership or joint venture between the parties or result in a joint communications service offering to the third parties.

Survival and Confidentiality  The provisions of this Section 18 will be effective as of the date of this Agreement and remain in full force and effect for a period equal to the longer of: (i) one (1) years following the effective date of this Agreement; or (ii) one (1) years following the termination of all Services hereunder.

10. Entire Agreement

This Agreement, together with any and all executed Service Schedules, constitute the complete and exclusive statement of the understandings between the Parties and supersedes all proposals and prior agreements (oral or written) between the Parties relating to Service provided hereunder.  No subsequent agreement between the Parties concerning the Service shall be effective or binding unless it is made in writing and subscribed to by authorized representatives of VAULTTEL and CUSTOMER.