nationphone TERMS OF SERVICE

These Terms of Service constitute the agreement ("Agreement") between nationphone Holdings Inc. ("we," "us" or "nationphone") and the user ("you," "user" or "Customer") of nationphone's enhanced Residential communications services or enhanced Small Business communications services and any related products or services ("Service"). This Agreement governs both the Service and any devices, such as an IP phone, Multimedia Terminal Adapter, 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. If you have purchased Equipment from any nationphone retail dealer, you will be deemed a "Retail Customer" and will be governed by certain Retail Customer terms and conditions as set forth herein.

1. SERVICE

1.1 Term

Service is offered on a monthly basis for a term which begins on the date that nationphone 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 nationphone written notice of non-renewal at least ten (10) days before the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms, meaning that 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, plus a disconnect fee, all of 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 nationphone's Residential services, the Service and Device are provided to you as a residential user, for your personal, residential, non-business and non-professional use. This means that you are not using them for any commercial or governmental activities, profit-making or non-profit, including but not limited to home office, business, sales, tele-commuting, 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 nationphone 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 nationphone's higher rates for commercial service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes. nationphone reserves the right to immediately terminate or modify the Service, if nationphone determines, in its sole discretion, that Customer's Service is being used for non-residential or commercial use.

1.2.2 Small Business Use of Service and Device - Prohibition on Resale
If you have subscribed to nationphone's Small Business services, the Service and Device are provided to you as a small 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 nationphone in advance. You agree that the nationphone Small Business Plans do 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. nationphone reserves the right to immediately terminate or modify the Service, if nationphone determines, in its sole discretion, that Customer's Service is being used for any of the aforementioned activities.

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 nationphone'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. nationphone reserves the right to terminate your service immediately and without advance notice if nationphone, in its sole discretion, believes that you have violated the above restrictions, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable and may at nationphone's discretion be immediately charged to your credit card. 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 agree to indemnify and hold harmless nationphone against any and all liability for any such use. If nationphone, in its sole discretion believes that you have violated the above restrictions, nationphone may forward the objectionable material, as well as your communications with nationphone 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
nationphone offers and support the Service to customers located in other countries. However, if you remove the Device to a country other than the United States 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 nationphone against any and all liability for any such use. Should the removal from the United States 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 nationphone against any and all liability for such violation. nationphone reserves the right to terminate your Service immediately and without advance notice if it determines that you are using it outside the United States.

1.4 Loss of Service Due to Power Failure or Internet Service Outage or Termination or Suspension or Termination by nationphone
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 nationphone) 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 nationphone 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. Should nationphone suspend or terminate your Service, the Service will not function until such time as nationphone 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 nationphone'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 nationphone are and shall remain the exclusive property of nationphone 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 nationphone 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 nationphone, which nationphone 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 nationphone 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 nationphone in each instance which nationphone may deny in its sole discretion. nationphone 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 disconnect 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 nationphone immediately, in writing or by calling the nationphone customer support line, 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 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 nationphone 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.

1.8 Return of Device

The Device may be returned to nationphone within thirty (30) days of the termination of Service to receive a credit for the 100 Euros disconnect fee (refer to section 4.6 of this document regarding termination fees), provided: (i) you have retained, and return along with the Device, proof of purchase ; (ii) contents are undamaged and in original condition, reasonable wear and tear excluded; (iii) all parts, accessories, documentation and packaging materials are returned; and (iv) equipment is returned with a valid return authorization number obtained from nationphone's customer care department. 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 nationphone's customer care department immediately. To obtain a return authorization number, you must contact billing@nationphone.com.

1.9 Number Transfer on Service Termination

Upon termination of the Service, nationphone may, at its sole discretion, release a telephone number that was ported in from a previous service provider to nationphone by you and used in connection with your Service provisioned by nationphone 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 nationphone account is completely current including payment for all charges and disconnect fees; and (iii) you request the transfer upon terminating your account.

1.10 Service Distinctions

You acknowledge and understand that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the enhanced Service offering provided by nationphone. The Service is subject to different regulatory treatment than 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 pursuant to Section 1.8 and has been received by nationphone.

1.12 No 0+ Calling; Does Not Support x11 Calling

nationphone's Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). nationphone's Service does not support 311, 511 and/or other x11 (including 911 and other countries' emergency numbers and 4110 .

2. EMERGENCY SERVICES- 911 and other countries' emergency numbers dialing

2.1 Non-Availability of 911 and other countries' emergency numbers or E911 and other countries' emergency numbers dialing Service

You acknowledge and understand that the Service does NOT support 911 and other countries' emergency numbers or E911 and other countries' emergency numbers access to emergency services. nationphone does not offer a limited 911 and other countries' emergency numbers -type service. 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 911 and other countries' emergency numbers or E911 and other countries' emergency numbers dialing from your nationphone Service and Device(s).

2.2 Description of 911 and other countries' emergency numbers -Type Dialing Capabilities - Activation Required

nationphone does NOT offer a 911 and other countries' emergency numbers -type dialing service in the U.S. (but may not offer such service in The Netherlands) that is different in a number of important ways from traditional 911 and other countries' emergency numbers service. nationphone relies on third parties for the forwarding of information underlying such routing, and accordingly nationphone and its third party provider(s) disclaim any and all liability or responsibility in the event such information or routing is incorrect. As described herein, this 911 and other countries' emergency numbers -type dialing currently is does not and may NOT work or be the same as traditional 911 and other countries' emergency numbers or E911 and other countries' emergency numbers dialing, and at this time. Neither nationphone 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 and other countries' emergency numbers or other countries emergency numbers. You agree to indemnify and hold harmless nationphone and its third party provider from any claim or action arising out of misroutes of 911 and other countries' emergency numbers or other calls made to other countries' emergency numbers, including but not limited to your failure to follow correct activation procedures for 911 and other countries' emergency numbers calling or your provision to nationphone of incorrect information in connection therewith.

2.3 Service Outage

2.3.1 Power Failure or Disruption
You acknowledge and understand that 911 and other countries' emergency numbers dialing does not function. Should there be an interruption in the power supply your nationphone will not work.

2.3.2 Broadband Service / ISP Outage or Termination / Suspension or Termination by nationphone
You acknowledge and understand that service outages or suspension or termination of service by your broadband provider and/or ISP or by nationphone will prevent ALL Service including 911 and other countries' emergency numbers 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 911 and other countries' emergency numbers dialing.

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 and other countries' emergency numbers 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 nationphone's liability is limited for any Service outage and/or inability to dial 911 and other countries' emergency numbers from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless nationphone, 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 and other countries' emergency numbers dialing and/or inability of Customer or any third person or party or user of Customer's Service to be able to dial 911 and other countries' emergency numbers or to access emergency service personnel.

2.4 911 and other countries' emergency numbers dialing can not be activated
You acknowledge and understand that 911 and other countries' emergency numbers dialing does not function. You acknowledge and understand that you cannot dial 911 and other countries' emergency numbers from this line.

3. CHANGES TO THIS AGREEMENT

nationphone may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted on to the "Service Announcements" section of nationphone's website (currently located at http://www.nationphone.com/features_terms_service.php ). Such changes will become binding on Customer, on the date posted to the nationphone website and no further notice by nationphone 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 give us a valid credit card number (Visa, MasterCard, Discover, American Express or any other issuer then-accepted by nationphone) when the Service is activated or make direct payments to a designated bank account. nationphone reserves the right to stop accepting credit 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 nationphone 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 nationphone decides to bill in arrears) to your credit card, including but not limited to: activation fees, monthly Service fees, international usage charges, advanced feature charges, equipment purchases, disconnect fees and shipping and handling charges. nationphone reserves the right to bill at more frequent intervals if the amount due at any time exceeds 50 Euros. Any usage charges will be billed in increments that are rounded up to the nearest minute except as otherwise set forth in the rate schedules found on nationphone's website.

4.2 Billing Disputes

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

Customer Care Billing Department
nationphone Holdings Inc.
419 Brome Street 6th Floor
Delaware Delaware 10013 U.S.A
billing@nationphone.com

4.3 Payment

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

4.4 Termination/Discontinuance of Service

nationphone reserves the right to suspend or discontinue providing the Service generally, or to terminate your Service, at any time in its sole discretion. If nationphone 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 nationphone or of a third party provider to which nationphone is subject), you will be responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus the disconnect fee set forth in Section 4.6, all of which immediately become due and payable.

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 nationphone with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date nationphone receives such certificate.

4.6 Disconnect Fee

Customer will be charged no disconnect .To receive a credit of 100 Euro for the , Customer must return the Device(s) undamaged and in original condition within fourteen (14) days of termination as set forth in Section 1.8. nationphone will not credit Customer if the Device(s) is damaged or not in its original condition as received by the Customer or if Customer has otherwise failed to comply fully with the requirements of Section 1.8. In the event Customer disconnects multiple lines, nationphone will issue Customer a credit for all disconnect fees upon receipt of all Devices (including without limitation Multimedia Terminal Adapters) in accordance with this Section and Section 1.8.

4.7 Money Back Guarantee; Limitations and Conditions

nationphone offers a 30-day Money Back Guarantee, applicable only to User's first-ordered line per account, not to additional or secondary lines. Under terms of this Money Back Guarantee, nationphone refunds 149 Euros for the Device, provided the terms described below are satisfied. Federal excise taxes and any other applicable taxes cannot be refunded. nationphone reserves the right to terminate or revoke this Money Back Guarantee at any time, without prior notice. In order to be entitled to this Money Back Guarantee, User (i) must cancel service within the number of days in the Warranty Period after the account activation; (ii) must return all Devices within 30 days after cancellation pursuant to Sections 1.8 and 4.6. User remains responsible for any charges for domestic and international usage. International usage (including the charges described in Section 4.9), payphone calls to nationphone toll free numbers and directory assistance. THIS MONEY BACK GUARANTEE DOES NOT APPLY TO OTHER CHARGES DESCRIBED HEREIN. In addition to the requirements set forth in Section 1.8, all returned Devices must be in the original packaging with the UPC or bar code intact. All components, manuals and registration card(s) must be included. Equipment must be returned with a valid return authorization number obtained from nationphone customer care. User is responsible for the cost and risk of return shipping of equipment. THE MONEY BACK GUARANTEE WILL NOT BE HONORED IF USER FAILS TO MEET ALL SUCH REQUIREMENTS. To obtain a return authorization number, User must contact billing@nationphone.com

4.8 Payphone Charges

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

4.9 Charges for Directory Calls

nationphone will charge for each call made to nationphone directory assistance according to the rate schedule as stated in our website www.nationphone/rates.html. 5. WARRANTY and LIABILITY LIMITATIONS / INDEMNIFICATION 5.1 Limitation of Liability

nationphone shall not be liable for any delay or failure to provide the Service, including 911 and other countries' emergency numbers 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 nationphone'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 and other countries' emergency numbers dialing) to be connected or completed, , or degradation of voice quality.

nationphone's aggregate liability for (i) any failure or mistake; (ii) any claim with respect to nationphone�s performance or nonperformance hereunder or (iii) any nationphone 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 nationphone, 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 and other countries' emergency numbers 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 nationphone WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

5.3 Indemnification

Customer agrees to defend, indemnify, and hold harmless nationphone, 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 911 and other countries' emergency numbers dialing, or the Device. This paragraph shall survive termination of this Agreement.

5.4 No Warranties on Service

nationphone 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 CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, nationphone 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 nationphone 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 nationphone'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 nationphone'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY nationphone OR nationphone'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 nationphone 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 nationphone 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, nationphone 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 Customer's 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. 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, nationphone 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 CUSTOMER'S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE.

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. nationphone reserves the right to terminate or suspend affected Services, and/or remove your or Users' content from the Services, if nationphone determines that such use or content doer not conform with the requirements set forth in this Agreement or interferes with nationphone'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. nationphone'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 nationphone 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 nationphone 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 The Netherlands, a Dutch arbitration organization of nationphone's choosing). The arbitration shall take place in Delaware 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 nationphone shall be governed by the laws of the State of Delaware 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 nationphone agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Delaware and waive any objection as to venue or inconvenient forum. The failure of nationphone 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 nationphone's website constitute the entire agreement between you and nationphone and govern your use of the Service, superseding any prior agreements between you and nationphone 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 nationphone 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

nationphone Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. nationphone 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.nationphone.com for additional information.

Last Updated: August 12, 2004

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