Terms and Conditions of Web Site Use

Effective 1/29/2008

CONSENT TO MONITORING AND DISCLOSURE
TouchTone is under no obligation to monitor the information residing on or transmitted to this server. However, anyone using this server agrees that TouchTone may monitor the server contents periodically to (1) comply with any necessary laws, regulations or other governmental requests; (2) to operate the server properly or to protect itself and its users. TouchTone reserves the right to modify, reject or eliminate any information residing on or transmitted to its server that it, in its sole discretion, believes is unacceptable or in violation of these Terms and Conditions.
Should any user of information on this server provide TouchTone with information, including but not limited to feedback, data, answers, questions, comments, suggestions, plans, ideas or the like, such information shall be deemed to be nonconfidential and TouchTone assumes no obligation to protect such information from disclosure. The submission of such information to TouchTone shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by TouchTone for any purpose whatever and TouchTone shall be free to reproduce, use, disclose and distribute the information to others without restriction.

DISCLAIMER OF LIABILITY
THE USER OF THIS SYSTEM ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SERVER AND THE INTERNET GENERALLY. TOUCHTONE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS, EXPRESS OR IMPLIED, WITH REGARD TO THE INFORMATION ACCESSED FROM, OR VIA, THIS SERVER OR THE INTERNET, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TOUCHTONE DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE SERVER OR OTHER MATERIAL ACCESSIBLE FROM THE SERVER. IN NO EVENT SHALL TOUCHTONE BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION ON THIS SERVER OR THE INTERNET GENERALLY.

NO WARRANTIES
Any TouchTone material on this server may include technical inaccuracies or typographical errors. TouchTone has the right to make changes and updates to any information contained within this server without prior notice.

THE INFORMATION PROVIDED ON THIS SERVER IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY TOUCHTONE COMMUNICATIONS, INC., ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. NEITHER TOUCHTONE NOR ITS AFFILIATES WARRANTS THAT THE INFORMATION ON THIS SERVER OR ON THE INTERNET GENERALLY WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THIS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

DISCLAIMER OF ENDORSEMENT
Reference herein to any products, services, processes, hypertext links to third parties or other information by trade name, trademark, manufacturer, supplier or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by TouchTone. Product and service information is the sole responsibility of each individual vendor. The TouchTone name and logo and other trademarks and trade names owned by TouchTone may not be used in any commercial manner without the prior written consent of TouchTone.


Terms and Conditions for Communications Services

Effective 5/1/2008

1. GENERAL.
1.1. Applicability. Thank you for selecting TouchTone as your provider for communications services. These Terms and Conditions contain general provisions that apply to all TouchTone Products and Services sold under a TouchTone Agreement. "Agreement" refers to the written contract signed by Customer for the purchase of TouchTone Products and Services, its attachments, these Terms and Conditions, other documents incorporated by reference, and the related Order(s). Customer's use of a particular TouchTone Product or Service is also governed by the related product or service-specific terms and conditions ("Product specific Terms").
1.2. Definitions
A. "Affiliate" is a legal entity that directly or indirectly controls, is controlled by, or is under common control
with the party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other such similar voting rights.
B. "Commencement Date" is the first day of the first bill cycle in which TouchTone bills monthly recurring charges or usage charges. Unless defined otherwise in the Agreement, the Term begins on the Commencement Date.
C. "Effective Date" is the date both parties have signed the Agreement.
D. "Order" means a written, electronic or verbal order, submitted or confirmed by Customer and accepted by TouchTone that identifies specific TouchTone Products and Services and the quantity ordered. Verbal Orders are deemed confirmed upon Customer's written acknowledgement or use of Products or Services. "Order Term" is the term designated for an individual Order.
E. "Product(s)" includes equipment, hardware, software, cabling or other materials sold or leased to Customer by or through TouchTone as a separate item from, or bundled with, a Service.
F. "Service(s)" means communications services, including basic or telecommunications services, information or other enhanced services, provided to Customer by or through TouchTone under the Agreement, excluding Products.
G. "TouchTone" as used in these Terms and Conditions means the TouchTone company identified in the Agreement or Order as providing the specific Products or Services.
H. "TouchTone Schedule(s)" refers to Schedules that contain the terms and conditions governing TouchTone's provision of certain Services. 

2. TERM. "Term" as used in these Terms and Conditions refers to the term defined in the Agreement. These Terms and Conditions apply from the Effective Date until all Orders issued during the Term have expired or terminated.

3. CHARGES.
3.1. Orders
A. Rates. During the Order Term, Customer will pay TouchTone the rates and charges for a particular Product or Service as set forth in the Agreement.
B. Cancellation. TouchTone will notify Customer of rejected Orders. Customer may cancel an Order at any time before TouchTone ships the Order or begins performance, but Customer must pay any actual costs incurred by TouchTone due to Customer's cancellation.
C. Customer Purchase Orders. The terms and conditions in any Customer-issued purchase order accepted by TouchTone will have no force or effect other than to denote quantity and the Product or Service requested.
3.2. Invoicing
A. Commencement of Invoicing. Unless otherwise specified in the Agreement, TouchTone may begin invoicing Customer in full for non-recurring and recurring charges on the later of:
(1) the date the Products or Services are installed and made available;
(2) the delivery date specified in the Order.
B. Delays. If TouchTone cannot deliver the Product or Service by the delivery date specified in the Order due to a Customer-caused delay, TouchTone may bill Customer as of the delivery date specified in the Order, or if no date is specified, any time after 30 days from the Effective Date.
3.3. Fixed Rates and Percentage Discounts. Except as expressly stated otherwise in the Agreement, rates that are stated as a flat or fixed recurring or non-recurring charge will not change during the Term if TouchTone increases or decreases the list rate in a Schedule or price list. If pricing is shown in the Agreement as a percentage discount off of a Schedule rate or list price, the percentage discount is fixed for the Term, but TouchTone may modify the underlying Schedule rate, Tariff rate or list price to which the percentage discount is applied on no less than one day's notice.
3.4. Rate Adjustments. TouchTone may adjust, at any time, its rates and charges or impose additional fees, charges or surcharges on Customer to recover amounts that it is required by governmental or quasi-governmental authorities to collect on their behalf, or to pay to others in support of statutory or regulatory programs, plus a commercially reasonable amount to recover the administrative costs associated with such charges or programs. Examples of such charges include, but are not limited to, state and federal Carrier Universal Service Charges, PICC Fees (typically $3.99 per additional business line), Carrier Cost Recovery Fees (typically $1.97 per customer account), Toll Free Service Charges (typically $1.99 per toll free number), Compensation to Payphone Providers, International Mobile Termination Charges, E911 or Wireless Local Number Portability surcharges, as applicable. TouchTone may impose additional charges or surcharges, or establish new rate elements, to recover amounts TouchTone is charged for terminating or originating a call to wireless carriers.
3.5. Taxes. TouchTone's rates and charges for Products and Services do not include taxes.  Except for TouchTone's income taxes and employment taxes, Customer will pay all taxes, including, but not limited to, sales, use, gross receipts, excise, property, bypass or other local, state, national taxes or charges imposed on or based upon the provision, sale or use of Products and Services.
3.6. Minimum Usage.  All T-1 customers who are using voice services may be required to meet a total monthly billing requirement (as indicated in the Agreement) in total call usage charges per month for the length of the contract.  This does not include any local loop charges, taxes, or any other miscellaneous charges.  If the customer does not meet this requirement on any month under the contract, the customer will be billed the monthly local loop charge, any other miscellaneous monthly recurring charges, plus the difference to bring call usage charges to the minimum amount (as indicated in the Agreement).  T-1 Customers who are using data services are required to pay the monthly local loop charge plus monthly bandwidth fees for the length of the contract.

4. PAYMENT TERMS
4.1. Payment Date. Payment is due upon receipt of TouchTone's invoice. Customer must pay all undisputed amounts no later than the due date indicated on the invoice. Except as prohibited by an applicable Tariff, state law or regulation, if Customer fails to make such payment by the due date indicated on the invoice, TouchTone may suspend or terminate the Products or Services. Customer may not offset disputed amounts from one invoice against payments due on another account.
4.2. Interest Charges. All items not subject of a bona fide dispute that remain unpaid 30 days after the due date are subject to interest at a rate equal to the lesser of 1 1/2% per month, or the maximum rate allowed by law or the applicable Tariff.
4.3. Disputed Invoice Charges. If Customer disputes a charge in good faith, it may withhold payment of that charge so long as Customer (A) makes timely payment of all undisputed charges; and (B) within 30 days of the invoice date, provides TouchTone with a written explanation of the reasons for Customer's dispute of the charge. Customer must cooperate with TouchTone to promptly resolve any disputed charge. If TouchTone determines, in good faith, that the disputed charge is valid, TouchTone will notify Customer and, within five business days of receiving notice, Customer must pay the charge. If the dispute relates to billing errors, TouchTone may credit or debit, as applicable, the net difference between any discovered overcharge or undercharge. This provision does not modify any other payment dispute provisions.

5. CREDIT APPROVAL. TouchTone's provision of Products and Services is subject to credit approval of Customer, and TouchTone may require a deposit or other form of security during the credit approval process. Additionally, if during the term of the Agreement or Order Customer's financial circumstance or payment history becomes reasonably unacceptable to TouchTone, TouchTone may require adequate assurance of future payment, including a deposit or additional deposit, advance payment or other form of security.

6. WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE APPLICABLE SERVICE LEVEL AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND TOUCHTONE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES RELATED TO EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE.

7. EQUIPMENT AND SOFTWARE
7.1. Equipment or Software not provided by TouchTone. Customer is responsible for any items not provided by TouchTone (including, but not limited to, equipment or software) that impair Product or Service quality. Upon notice from TouchTone of such an impairment, Customer will promptly cure the problem. Customer will continue to pay TouchTone for Products and Services during such impairment or related suspension. If the impairment interferes with the use of TouchTone's network by TouchTone or third parties, TouchTone, in its reasonable discretion, may suspend or disconnect the affected Products and Services without advance notice to Customer, although TouchTone will provide advance notice where practical. At Customer's request, TouchTone will troubleshoot the impairment at TouchTone's then current time and materials rates. TouchTone is not liable if a commercially reasonable change in Products or Services causes equipment or software not provided by TouchTone to become obsolete, require alteration, or perform at lower levels.
7.2. Software License
A. Licensing Requirements. Where software is provided with the Product or Service, Customer is granted a non-exclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use the Products and Services in accordance with the applicable licensing requirements. TouchTone may suspend, block or terminate Customer's use of any software if Customer fails to comply with any applicable licensing requirement. 
B. Prohibitions. Except as provided under the applicable licensing terms and conditions, Customer, as licensee, is not granted any rights to:
1.  use the software on behalf of third parties or for time share or service bureau activities;
2.  any source code, and will not reverse engineer, decompile, modify, enhance, or copy TouchTone-provided software, or prepare any derivative works from such software; or
3.  modify the Products or Services, or combine the Products and Services with any other products or services not provided by TouchTone.
C. Copies. If TouchTone authorizes in writing the making of any software copies, the copies must reproduce the copyright or any other proprietary legends appearing on the original copy.
D. Breach of Licensing Requirements. Customer will indemnify, defend and hold TouchTone harmless from and against any third party claims arising out of Customer's breach of the licensing requirements in this Section 7.2.
7.3. Title to Software or Equipment. TouchTone or its suppliers retain title and property rights to TouchTone-provided software and equipment, whether or not they are embedded in or attached to real or personal property. Unless specifically stated in the Agreement, Customer neither owns not will acquire any right of ownership to any TouchTone-provided hardware or software, including, but not limited to, copies, and any related patents, copyrights, trademarks, or IP addresses assigned to Customer. Upon termination or expiration of the Agreement or any Order, Customer will surrender and immediately return the TouchTone provided equipment and software, including all copies, to TouchTone or provide TouchTone access to reclaim such equipment and software.

8. USE OF NAME, SERVICE MARKS, TRADEMARKS. Neither party will use the name, service marks, trademarks, or carrier identification code of the other party or any of its Affiliates for any purpose, including, but not limited to, resale of Products or Services or press releases, without the other party's prior written consent.

9. CUSTOMER RESPONSIBILITIES
9.1. Installation. Customer will provide reasonable cooperation to enable TouchTone or its agents to install the Products and Services. Customer is responsible for damage to TouchTone-owned Products and Services located on Customer premises, excluding reasonable wear and tear or damage caused by TouchTone. Additional Customer responsibilities relating to a particular Product or Service may be defined in the applicable Product-specific Terms.
9.2. Use of Products and Services
A. Abuse and Fraud. Customer will not: (1) use Products or Services for fraudulent or destructive purposes, including, but not limited to, unauthorized or attempted access, alteration, abuse or destruction of information; or (2) use Products or Services in such a manner that causes interference with another’s use of the TouchTone network. Customer will promptly cooperate with TouchTone to prevent unauthorized access by third parties of the Products and Services via Customer's facilities.
B. Resale
(1) General. Unless otherwise provided in the Agreement and subject to any provisions governing resale in the Agreement, state or federal law and regulations, Customer represents and warrants, on behalf of itself and its Affiliates, subsidiaries, and agents, that it is not a reseller and that it does not intend to resell the Products and Services or engage in other activity that would require TouchTone to verify Customer's authorization as a reseller as required by 47 CFR 64.1195 or other law or regulation.
(2) Wireline Services. These provisions are not intended to prohibit resale of wireline services, but to require compliance with the rules and regulations of the FCC, state public utility commissions and other governmental bodies with jurisdiction over the provision of communications services for resale.
(3) Resale Terms and Conditions. The permitted resale of TouchTone wireline and Internet Services is subject to the TouchTone's Resale Terms and Conditions or Internet Service Providers ("ISP") Product Terms and Conditions.
C. Foreign Telecommunications Administrations. For certain international Products and Services, Customer must comply with any limitations or prohibitions imposed by Foreign Telecommunications Administrations ("FTAs") upon the FTA-provided portion of end-to-end international services.
D. Failure to Comply. If Customer fails to comply with any provision of this Section, Customer releases TouchTone from all liabilities or obligations in connection with the affected Product or Service, and Customer will indemnify TouchTone for all costs or damages that TouchTone incurs as a result of Customer's noncompliance.

10. CONFIDENTIAL INFORMATION
10.1. Nondisclosure Requirements. If the parties have not executed a mutual nondisclosure agreement, this provision will govern their exchange of information. Each party will not disclose any confidential information received from the other party, or otherwise discovered by the receiving party, to any third party, except as expressly permitted in this Agreement. This obligation will continue until two years after this Agreement terminates. Confidential information includes, but is not limited to, pricing and terms of the Agreement, and information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively the "Confidential Information"). Each party may disclose Confidential Information to its subsidiaries, affiliates, agents and consultants with a need to know, if they are not competitors of the disclosing party and are subject to a confidentiality agreement at least as protective of the disclosing party's rights as this provision. The parties will use Confidential Information only for the purpose of performing under this Agreement or for the provision of other TouchTone services. The foregoing restrictions on use and disclosure of Confidential Information  provision  of  other  TouchTone  services.     The   foregoing   restrictions on  use  and   disclosure  of Confidential provision of other TouchTone services. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (A) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (B) is or becomes publicly known, through no wrongful act or omission of the receiving party; (C) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (D) is developed independently by the receiving party without reference to the Confidential Information, or (E) is required to be disclosed by law, regulation, or court or governmental order.
10.2. Customer Proprietary Network Information. As TouchTone provides Products and Services to Customer, TouchTone develops information about the quantity, technical configuration, type, destination, amount of Products and Services Customer uses, and other information found on Customer's bill ("Customer Proprietary Network Information" or "CPNI"). Under federal law, Customer has a right, and TouchTone has a duty, to protect the confidentiality of CPNI. To serve Customer in the most effective and efficient manner, TouchTone may use or share CPNI with TouchTone Affiliates for purposes of determining and offering other TouchTone products and services that may interest Customer. Customer permission to use CPNI for this purpose is valid until revoked. However, if at any time Customer seeks to stop TouchTone from using CPNI to offer products and services that are unrelated to the Products and Services Customer currently receives from TouchTone, Customer may call 1-800-266-4006. Denial of approval for TouchTone to use CPNI will not affect the provision of any current Products or Services to which Customer subscribes.

11 LIMITATIONS OF LIABILITY
11.1. Direct Damages. Each party's maximum liability for damages caused by its failure(s) to perform its obligations under the Agreement is limited to: (A) proven direct damages for claims arising out of personal injury or death, or damage to real or personal property, caused by the party's negligent or willful misconduct; or (B) proven direct damages for all other claims arising out of the Agreement, not to exceed in any 12 month period an amount equal to Customer's total net payments for the affected Products and Services in the month preceding the month in which the injury occurred. Customer's payment obligations, liability for early termination charges, and the parties' indemnification obligations under this Agreement are excluded from this provision. Liability limitations for individually-liable wireless services are covered in the applicable Product Terms and Conditions.
11.2. Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT. CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES INCLUDE, BUT ARE not LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN A WARE OF THE POSSIBILITY OF THESE DAMAGES. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO CLAIMS ARISING FROM THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT.
11.3. Unauthorized Access. Except for physical damage to Customer's transmission facilities or Customer premise equipment directly caused by TouchTone's negligence or willful misconduct, TouchTone is not responsible for unauthorized access to Customer's transmission facilities or Customer premise equipment by individuals or entities, or for unauthorized access to, or alteration, theft, or destruction of Customer's data files, programs or other information through accident, wrongful means or any other cause.
11.4. Liability for Content. TouchTone is not responsible for the content of any information transmitted by, or received through, TouchTone's provision of the Products and Services.

12. INDEMNIFICATION
12.1. Personal Injury, Death or Damage to Personal Property. Each party will indemnify and defend the other party, its directors, officers, employees, agents and their successors from and against all third party claims for damages, losses, or liabilities, including reasonable attorney's fees, arising directly from performance of the Agreement and relating to personal injury, death, or damage to tangible personal property that is alleged to have resulted, in whole or in part, from the negligent or willful acts or omissions of the indemnifying party or its subcontractors, directors, officers, employees or authorized agents.
12.2. Transmission Over TouchTone Network. Customer will indemnify and defend TouchTone from and against all loss, liability, damage and expense, including attorney's fees, resulting from any third party claims alleged to arise in any way from information, data, OR messages transmitted over the TouchTone network by Customer, OR Customer's own customers or agents, including, but not limited to: (A) claims for libel, slander, invasion of privacy, infringement of copyright, and invasion OR alteration of private records or data; (B) claims for infringement of patents arising from the use of equipment, hardware OR software not provided by TouchTone; and (c) claims based on transmission and uploading of information that contains viruses, worms, OR other destructive media OR other unlawful content.
12.3. Intellectual Property. Subject to Sections 12.4 and 12.5 below, TouchTone will defend and pay all court awarded damages for claims enforceable in the United States alleging that Services as provided infringe any third party United States patent or copyright or contain misappropriated third party's trade secrets. For any third party claim that TouchTone receives, OR to minimize the potential for a claim, TouchTone may at its option and expense either:
A. procure the right for Customer to continue using the Services
B. replace or modify the Services with comparable Services;
C. or terminate the Service.
12.4. Intellectual Property Indemnification Limitations. TouchTone's obligations under Section 12.3 above will not apply to the extent that the infringement or violation is caused by: (A) a modification to TouchTone-provided software equipment or Services by Customer (or any person or entity acting on Customer's behalf); (B) services provided to or through TouchTone by a third party; (C) the combination of TouchTone-provided Services by Customer (or any person or entity acting on Customer's behalf) with other third party products; (D) functional or other specifications that were provided by or requested by Customer; or (E) Customer's continued use of infringing Services after TouchTone provides reasonable notice to Customer of the infringement.
12.5. Rights of Indemnified Party. To be indemnified, the party seeking indemnification under this Section must promptly notify the other party in writing of the claim (unless the other party already has notice of the claim) and give the indemnifying party full and complete authority, information and assistance for the claim's defense and settlement. The indemnifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own counsel. The indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim's settlement or defense. To be indemnified under this Section, the party seeking indemnification must not, by any act, including but not limited to any admission or acknowledgement, materially prejudice the indemnifying party's ability to satisfactorily defend OR settle the claim.

13. TERMINATION
13.1. TouchTone Right to Terminate
A. TouchTone may immediately suspend OR terminate Products OR Services OR the Agreement if:
(1)  Customer fails to cure its default of the payment terms in Section 4 above; or
(2)  Customer fails to cure any other material breach of the Agreement within 30 days after receiving TouchTone's written notice; or
(3) Customer fails to comply with applicable law or regulation and Customer's noncompliance prevents TouchTone's performance under the Agreement.
B. If TouchTone terminates the Agreement under Section 13.1, Customer will be liable for any Products and Services provided up to the date of termination, whether or not invoiced by the termination date, as well as any applicable early termination or shortfall liabilities.
13.2. Customer Right to Terminate. If TouchTone materially fails to provide Products or Services, Customer may terminate the affected Products or Services without early termination liability if Customer provides TouchTone with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice. If TouchTone fails to cure, then Customer may terminate the affected Products or Services effective 30 days after TouchTone's receipt of Customer's written notice to terminate. TouchTone's material failure does not include a failure caused by circumstances not within TouchTone's sole control, including, but not limited to, a
failure caused by a local exchange carrier other than TouchTone, Customer-provided software or equipment, or Customer.
13.3. Order Term Termination Liability
A. Calculation of Early Termination Liability. Certain Products and Services may be priced based on a minimum Order Term, which may be identified as an "Order Term," "Access Term Plan," or similar language. If Customer terminates an Order in whole or in part, before expiration of the Order Term (unless due to TouchTone's material failure), then Customer will pay the following early termination charges, which represent TouchTone's reasonable liquidated damages and not a penalty:
(1)  A lump sum equal to (a) the applicable monthly charges and monthly minimum usage requirements, multiplied by the number of months remaining in the first year of the initial term, plus (b) 50% of the monthly    charges, multiplied by the number of months remaining in the initial term after the    first year. If any Order is terminated before the expiration of any minimum Order    Term, Customer will pay TouchTone a pro rata amount, based on the number of    months remaining in the minimum Order Term, of any waived installation charges; and
(2)  Any liabilities imposed on TouchTone by third parties, such as local exchange carriers or PTTs, as a result of Customer' s early termination.
B. Waiver of Order Term Liabilities. Upon prior approval of TouchTone, Customer will not be liable for the early termination charges in Sections 13.3.A above, if Customer orders another Service of the same or greater monthly price with an Order Term no less than the remaining months in the initial Order Term (or one year, whichever is greater) at the same time Customer provides TouchTone with the termination notice. Such approval will be in TouchTone's reasonable discretion and based upon financial and other business considerations.
C. Repayment of Credits or Waived Charges. If TouchTone terminates an Order or the Agreement due to Customer's material breach or Customer terminates an Order or the Agreement before the end of the Term (unless due to TouchTone's material breach), Customer will repay TouchTone a pro-rata portion of any credits issued or charges waived, based upon the number of months remaining in the Term at the time of termination. This provision does not apply to service level credits issued for Service outages.
13.4. Disconnect Notice
A. Notice Requirement. FOR Domestic Services, TouchTone will have up to 30 days to complete disconnection. FOR non-Domestic Services, TouchTone may require a longer period. Customer will be responsible for all charges through the later of the 30th day after TouchTone received the disconnect notice, or the date Customer stops using the Services.
B. Forms Required. For written notice of disconnect to be effective, Customer must provide information necessary for TouchTone to complete the disconnect, such as a completed Disconnect Firm Order Commitment ("FOC") for Customer-provided access. Failure to provide such required information may result in TouchTone's revocation of Connecting Facility Assignments ("CFA") from TouchTone to the Local Exchange Carrier ("LEC") and Customer will be liable for any resulting charges imposed on TouchTone by the LEC.

14. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to perform under the Agreement due to acts beyond the control of the responsible party. Force majeure events include, but are not limited to: natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; inability to obtain parts or equipment from third party suppliers; cable cuts by third parties, a local exchange carrier's activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; and governmental decrees and any other cause beyond the reasonable control of a party.

15. CONFLICTS PROVISION. Federal and state Tariffs, as applicable, govern the sale of local telecommunication Services and supersede these Standard Terms and Conditions where required by law. If TouchTone withdraws any Tariff that applies to Services in this Agreement, the Tariff terms and conditions then in effect will continue to apply to this Agreement. If a conflict exists between or among provisions within the Agreement, specific terms will control over general provisions and separately negotiated or added terms, conditions or pricing will control over standardized or non-negotiated terms, conditions and pricing.

16. MISCELLANEOUS.
16.1. Independent Contractor. TouchTone provides the Products and Services in this Agreement as an independent contractor. Nothing in this Agreement will create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates.
16.2. No Waiver of Rights. The failure to exercise any right under this Agreement does not operate to waive the party's right to exercise that right, or any other, in the future.
16.3. No Third Party Beneficiaries. The Agreement's benefits do not extend to any third party.
16.4. Governing Laws. The Agreement will be governed by the laws of New Jersey, without regard to its choice of law principles.
16.5. Dispute Resolution
A. Arbitration. Any dispute arising out of or relating to the Agreement or Order may, at the option of the parties, be finally settled by arbitration. If, however, Subsection B (Waiver of Trial by Jury) below is held to be unenforceable by a court, then arbitration is mandatory. Any arbitration must be held in accordance with the rules of the CPR Institute for Dispute Resolution and governed by the United States Arbitration Act, 9 U.S.C. Sec. 1, et seq. All arbitration proceedings for disputes relating to Domestic Products or Services will be held in the Morris County, NJ. If the dispute relates to TouchTone's provision of Non-Domestic Products or Services, all arbitration proceedings will be conducted in the English language pursuant to the Rules of Conciliation and Arbitration of the International Chamber of Commerce ("ICC"). The place of arbitration for disputes related to Non-Domestic Products or Services is Morris County, NJ, USA. Any such arbitration proceeding will not include class action arbitration.
B. Waiver of Trial by Jury. The parties mutually, expressly, irrevocably and unconditionally waive trial by jury and any right to proceed in a class action or other representative capacity for any proceedings arising out of or relating to an Agreement or Order. This Subsection survives the termination of an Agreement or Order.
16.6. Assignment. Customer may not assign any rights or obligations under an Agreement or Order without TouchTone's prior written consent, except that Customer may assign the Agreement, after 30 days prior written notice, to a parent company, controlled Affiliate, Affiliate under common control or an entity that has purchased all or substantially all of Customer's assets.
16.7. Amendments. The Agreement may only be amended in a writing signed by both parties' authorized representatives.
16.8. Notice. Notices required under the Agreement must be submitted in writing to the party's address listed in the Agreement or Order and, in the case of a dispute, notices must also be sent to:
TouchTone Communications
Attn: Director of Operations
16 South Jefferson Rd., Whippany, NJ 07981
16.9. Severability. If any provision of the Agreement is found to be unenforceable, the Agreement's unaffected provisions will remain in effect and the parties will negotiate a mutually acceptable replacement provision consistent with the parties' original intent.
16.10. Survivability. The terms and conditions of the Agreement regarding confidentiality, indemnification, warranties, payment, dispute resolution and all others that by their sense and context are intended to survive the expiration of the Agreement will survive.
16.11. Entire Agreement. The Agreement, including these Standard Terms and Conditions, all other referenced documents, annexes, Schedules and Tariffs, or exhibits, the related Orders and the parties' mutual nondisclosure agreement, constitutes the entire agreement and understanding between the parties and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, relating to its subject matter.