This is an agreement ("Agreement") for enhanced telecommunication and/or long distance services ("Service") between your Company ("Customer") and VirtualPBX.com ("VPBX") and may include Service related to a number assigned to you ("Number"). Any of the following actions constitutes your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your initialization of the Service, either on the telephone or web page, through the use of your Number and phone password, (ii) your registering for Service on our Web page and selecting "I Accept" as part of the registration process, or (iii) your signature on a VPBX Setup Form.

VPBX will provide Service including advanced call routing, multisite extensions, integrated voice and fax mail, follow-me calling, and other features to Customer. Service may vary due to conditions beyond the control of VPBX including the type and condition of the Customer's equipment. Service is subject to interruption or limitation due to factors such as: network capacity limitations, installation, repair, modification to the network, restrictions by VPBX's long-distance providers, VPBX's efforts to combat fraudulent use, or other legitimate business and operational reasons. Service is furnished on the condition that there will be no fraudulent use or abuse of the Service. Any attempt by Customer to abuse or to fraudulently use Service may result in the immediate termination of Service.

The term of this Agreement begins on the date we activate Service for you or your Number. If you select a service plan which requires a fixed term of more than one month (such as a one-year plan), you agree to purchase service on that plan for the full term. After the term expires, this Agreement will continue from month to month until terminated by either party upon 30 days notice.

You agree not to use the Service for any unlawful or abusive purpose or in any way which interferes with our ability to provide Service to our customers, or damages our property. You agree not to use the Service for any illegal activities. Resale of your Number, the Service, or any part thereof, is prohibited without prior contractual arrangements with us and any required regulatory approvals. If your Service is fraudulently used, you must immediately notify us. We have the right to interrupt or restrict Service to you, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. You should change your Phone Password (PIN) and web password once each month. Upon termination of the Service, Customer's right to use the Service immediately ceases. Customer shall have no right and VPBX will have no obligation thereafter to forward any unread or unsent messages to Customer or any third party. Service that includes unlimited usage is subject to fair and reasonable use, which is defined as less than 20,000 minutes per month. Customers on plans with unlimited usage who use more than 20,000 minutes per monthly billing cycle are not considered normal usage and therefore will be subject to a fee of 1.9 cents for any traffic that exceeds 20,000 minutes. In addition, at VPBX's sole discretion, accounts that are inconsistent with normal usage are subject to transfer to an appropriate plan, suspension or termination.

You understand and agree that you are not the owner of any telephone number assigned to you by VPBX. Ownership of any such phone number is vested solely in VPBX (who will assign or re-assign such numbers to you for your use during the term of this Agreement). You understand and agree that (a) VPBX may from time to time need to change the number assigned to you (due to an area code split or for any other reason outside of VPBX's control) and (b) following the termination of your Virtual PBX account for any reason you will no longer have access to such number. In either case, such phone number may be re-assigned immediately to another customer and you agree that VPBX will not be liable for damages (including consequential or special damages) arising out of any such re-assignment and you hereby waive any claims with respect to any such re-assignment, whether based on contract, tort or other grounds, even if VPBX has been advised of the possibility of damages. In the event that the Service associated with your Virtual PBX number is being terminated, then VPBX will, upon your written request and through standard porting procedures, allow you to move your Virtual PBX number from VPBX to an alternate carrier (and will provide the necessary documentation to support this process), provided that (a) the termination of Service is not due to a default; that (b) all fees and charges for the Services, whether or not then due, have been paid in full; and, (c) a $50 port-away fee is paid to VPBX.The timing of the port completion is determined by the winning carrier. VPBX is not notified by the winning carrier when the port is complete. Therefore it is the customer's responsibility to communicate with VPBX when the number has been ported away and is fully functional on the winning carrier's service. Then VPBX will remove the number from the customer's system. Porting away the last number on the customer's Virtual PBX will not automatically cancel the customer’s account. It is the customer's responsibility to communicate with VPBX when the number has been ported away and is fully functional on the winning carrier’s service. At that point, VPBX will cancel the customer's Virtual PBX service.

You represent and warrant that all information you have provided to us in connection with your registration for Service is true, accurate, current and complete. You authorize us to ask consumer reporting agencies or trade references to furnish us with employment and credit information, and you consent to our rechecking and reporting personal and/or business payment and credit history. VPBX may require Customer to make a deposit or increase an existing deposit, to establish or maintain 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, we may, without notice to you, apply any deposit towards payment of charges due. If VPBX refunds the deposit to Customer, said refund will either be refunded to the credit card on file or sent to Customer by United States first class mail to Customer's last known address, depending on the customer's current payment method. At VPBX's sole discretion, Customer may receive Service prior to a credit review without waiving VPBX's right to later demand a security deposit from Customer.

You are responsible for paying all charges to your account for Service, including but not limited to, long distance and directory assistance charges and for all taxes and surcharges imposed on you or us as a result of your use of the Service. Long distance usage on each call is billed in one-minute increments and the cost is then rounded up to the nearest cent. During the Term of this Agreement, VPBX reserves the right to change rates, terms or taxes, on or discontinue its offering of any feature of the Service. At the end of the Term, or during any subsequent month-to-month period, VPBX reserves the right to change or discontinue any rate plan to Customer.

Any applicable installation charges and annual maintenance fees are paid for in advance. Customer shall be billed on a monthly basis under normal usage. If your call traffic exceeds a specified minimum amount at any time during your billing cycle, VirtualPBX reserves the right to charge your card immediately and without notice for monthly traffic costs that have been thus far accrued on the account. The minimum threshold amount may vary, depending on the type of account you have. This policy applies to accounts less than 180 days old. In order to determine your account's threshold, please email billing@virtualpbx.com. Customers shall pay all bills in full by the due date on the bill. Payment will be deemed made when received by VPBX, unless payment is by means of a check that is later dishonored. Customer must give VPBX notice of any disputes regarding charges appearing on Customer's bill within 30 days of the date of the disputed bill, in writing, otherwise the charges will be deemed to be correct. If you have authorized payment by credit card, no additional notice or consent will be required for billings to that credit card or account. You will advise us of any changes to your credit card account, such as account number or expiration date changes. If Customer fails to pay the bill in full by the due date set forth on the bill, Customer will be liable for a late payment fee and for the interest at the rate of 1.5% per month, or a lower rate if required by state law. The interest rate may be compounded if allowed by state law. Customer authorizes VPBX to refer its account, if past due, to attorneys and/or collection agencies for further action. If any collection action is taken, Customer agrees to reimburse VPBX for 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. No provision of this Agreement shall require the payment or collection of interest in excess of the maximum permitted by applicable law. If any interest hereby provided for is adjudicated to be unlawful, the provisions of this section shall govern and neither Customer, nor sureties, guarantors, successors, or assigns of Customer shall be obligated to pay any amount of interest, or any other sum paid for the use, forbearance, or detention of money, in excess of the lawful amount. If VPBX receives, collects, or applies as interest any such sum, such amount as permitted by applicable law shall be applied as a payment and reduction of the amount due and owing to VPBX under this or any other agreement, and if said amount has been paid in full, any remaining excess money shall forthwith be paid to Customer. We may assess an additional fee of twenty-five dollars ($25) for any check returned for nonpayment. Virtual PBX plan pricing assumes that calls will be routed inside the continental United States, and international routing is disabled by default. Turning on international routing requires a deposit of $250.

Customer shall be deemed to be in default ("Default") of this Agreement if: (a) Customer fails to pay the full amount billed to Customer under this Agreement, or any other agreement between Customer and VPBX, within 5 days after the due date; (b) you have in the past failed to pay amounts due us or an affiliate of ours (C) Customer cancels Service prior to the end of the Term of this Agreement; (d) you breach any representation to us or fail to perform any of the promises you have made in this Agreement; (d) you are subject to any proceeding under the Bankruptcy Act or similar laws ; (e) Customer engages in any activity that constitutes illegal or unauthorized use of Service or equipment; (f) Customer uses the Service or equipment in such a manner that it interferes with or adversely affects VPBX's service to any other customers, or g) Customer's usage of Service is deemed by VPBX to be excessive. If you are in default, we may, in our sole discretion and with or without prior notice, suspend or restrict Service and/or terminate this Agreement, in addition to all other remedies available to us. We may require reactivation charges to renew Service after termination or suspension. Upon termination, you are responsible for paying all amounts and charges owing under this Agreement, including any applicable cancellation fee. You agree to pay all costs including attorneys fees, collection costs and court costs we incur in enforcing this Agreement through any appeal.

Customer may request termination of this agreement at any time. All accounts are to be cancelled by VPBX as of the last day of the billing cycle in which termination was requested and will not be prorated. The last day of the billing cycle corresponds to the day of the month in which the customer signed up for service. Customer authorizes VPBX to terminate Customer's account at the request of persons able to provide Customer's name, unique customer account number, and the telephone number assigned to Customer under this Agreement and who is listed as a primary contact ("SysOp") for the account in question. Changes must be submitted in writing or by email to billing@virtualpbx.com. The notice must be delivered from the email address listed for the SysOp on said account. The effect of termination shall be to relieve customer of the obligation to pay monthly fees for any months subsequent to the billing cycle in which termination becomes effective. Termination shall not impair or discharge any of customer's obligations or liabilities for calls made or actions taken by customer prior to the effective date of termination. Customer shall not be entitled to any refund of any portion of the setup fee or any portion of the annual maintenance fee for the annual period in which termination becomes effective or any portion of the accrued charges for the month in which termination notice was received, up until the last day of the billing cycle. Customer shall not be entitled to any refund of or any portion of the minimum monthly fee for the month in which termination becomes effective. IF YOU SELECT A FIXED TERM, AND THIS AGREEMENT OR YOUR SERVICE IS TERMINATED BEFORE THE END OF THAT FIXED TERM BY YOU OR BY VPBX FOLLOWING YOUR DEFAULT (INCLUDING A FAILURE BY YOU TO MAKE PAYMENT OF AMOUNTS YOU OWE VPBX), YOU WILL BE IN MATERIAL BREACH OF THIS AGREEMENT. YOU AGREE OUR DAMAGES WILL BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND YOU AGREE TO PAY VPBX, AS A REASONABLE ESTIMATE OF OUR DAMAGES AND IN ADDITION TO ALL OTHER AMOUNTS OWING, A CANCELLATION FEE OF TWO HUNDRED AND FIFTY DOLLARS ($250).

Customer acknowledges that VPBX has no duty under this Agreement to provide insurance to the benefit of Customer against any losses caused by interruption of service.

Service under this Agreement is subject to sales, use, gross receipts, and other taxes (other than a tax imposed upon the net income of VPBX), assessments, fees, surcharges, or other governmental charges relating to the services provided, whether or not denominated as a tax, whether imposed now or in the future upon Customer or VPBX. Taxes, surcharges and assessments may be changed or added in accordance with the applicable taxing authority.

VPBX shall not be liable to customer for interruptions of service, loss of data, interception of any customer telephone call or fax, omissions or errors of third parties, equipment failures, acts of God, strikes, government actions, or other causes. VPBX shall not be liable if changes in operations, procedures, or services require modification or alteration of customers equipment or render customer's equipment obsolete. There shall be no reductions, set offs, or credits against the charges for service for downtime or interruption of service. In no event shall VPBX be liable to customer for incidental, consequential, or punitive damages, including but not limited to lost profits, loss of use, or loss of business opportunity even if VirtualPBX has been advised of the possibility of such damages. VPBX shall not be liable for injury to customer, other persons, or property damage through the use of any equipment or service provided under this agreement. In no event shall VPBX be liable for losses, damages, or claims arising out of customer's use or attempted use of 911 service, nor shall VPBX be liable for customer's inability to access 911 service. This limitation of liability applies to all causes of action.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS VPBX AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS' FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM (A) YOUR USE OF THE SERVICE, (B) ANY OTHER PERSON'S USE OF ANY ACCOUNT OR PIN YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF VPBX OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT. Customer agrees to reimburse VPBX for any and all costs and reasonable attorneys' fees incurred by VPBX in defending any claims relating to customer's misuse of service or equipment. Customer also agrees to indemnify, hold harmless, and defend VPBX against any claims relating to the service brought by customer's callers arising from interruption of service, loss of data, interception of any customer telephone call or fax, omission or errors of third parties, equipment failures, acts of god, strikes, government actions, or other causes beyond VPBX's reasonable control.

The provision of Service under this agreement may be regulated by federal, state, or local authority where the service is provided. VPBX reserves the right to make changes to this Agreement and to the provision of Service under this Agreement that are necessary to comply with statutes, rules or regulations governing the provision of the Service. THE LAWS OF THE STATE OF CALIFORNIA, U.S.A., EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF THE VIRTUAL PBX SERVICES, AND YOU EXPRESSLY AGREE THAT THE EXCLUSIVE JURISDICTION FOR ANY CLAIM OR DISPUTE ARISING FROM THE USE OF THE VPBX SERVICES RESIDES IN THE STATE AND FEDERAL COURTS OF THE STATE OF CALIFORNIA, U.S.A. AND YOU CONSENT TO PERSONAL JURISDICTION IN SUCH COURTS WITH RESPECT TO ALL SUCH CLAIMS OR DISPUTES. In the event that any action is filed to interpret or enforce this Agreement, the most prevailing party shall be entitled to recover its costs, including expert witness fees and reasonable attorneys' fees, at trial and through appeal. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect. This Agreement constitutes the entire agreement between VPBX and you with respect to your use of Virtual PBX services and your VPBX account, and it supersedes all prior or contemporaneous communications and proposal, whether oral or written, between VPBX and you with respect thereto. The failure of VPBX to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain valid and enforceable.

Customer consents to VPBX monitoring and/or recording calls placed by you to VPBX concerning your account or the Service and you consent to our contacting you from time to time.

Customer will be furnished with a password-protected system manager's account to control access to the VirtualPBX through Customer's access number(s). Because of this, Customer is responsible for all telephone calls made through Customer's numbers(s). VPBX normally makes the record for all calls through Customer's number(s) available monthly to Customer; but in the case of fraud or unauthorized use of Customer's number(s), such records may be made available immediately.

You may change Service features or Service plan by notifying us and paying our standard charges, including any applicable early cancellation fee, and by complying with any other requirements we include to accomplish the change. Changes will take effect at the beginning of your next billing cycle. If you transfer to a plan having a term which is shorter than your previous plan, you may remain obligated for the term of the previous plan. If we allow you to suspend your account for a temporary period, we may extend the term of your Agreement by the length of the temporary suspension. Customer authorizes VPBX to make changes to Customer's account at the request of an account SysOp able to provide Customer's name, unique customer account number, and the telephone number assigned to Customer under this Agreement. Changes must be submitted in writing or by email to support@virtualpbx.com.

We may change or modify this Agreement from time to time, but any such change (a) will be made in good faith, and (b) if significant (as determined in the sole discretion of VPBX), will only be made after first providing you with notice of the change. You can review the most current version of this Agreement at any time at www.virtualpbx.com/agreement. If you do not agree to a significant change, you may terminate this Agreement by giving us written notice within 15 days of receipt of our notice of such significant change and you will not be charged an early cancellation fee. No hand-marked changes on this Agreement or any amendment will be valid unless we accept the changes in writing. Delivery by facsimile transmission (fax) of a copy of a modification of this Agreement shall be effective as delivery of an original. We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of VPBX to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.

Notices to you shall be effective when sent by email to the email address provided to us or, at our option, 3 days following the date deposited in the US Mail addressed to your address as kept in our files. You are responsible for notifying us of any changes in your address. Written notice to us shall be effective when directed to our Support Department and received at our address. Your notice must specify your name and Number and customer account number. Oral notices shall be deemed effective on the date reflected in our records.

THE SERVICES ARE PROVIDED "AS IS." WE MAKE NO WARRANTIES REGARDING THE SERVICE WHATSOEVER AND EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by VPBX, your sole remedy for such reliance is against the third person making such representation or warranty.

You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement.

VirtualPBX.Com, Inc. 111 N. Market St., Suite 1000, San Jose, CA 95113
Voice and Fax: (888) 825-0800 - International Voice and Fax: (001) 415-221-6600
www.virtualpbx.com
Last revised July 20, 2010