TERMS AND CONDITIONS OF SALE

TERMS AND CONDITIONS OF SALE

These terms and conditions of sales are the terms and conditions upon which Douglas Telecom, Inc. and its U.S. subsidiaries (together "DTI") make all sales. In these Terms, “you” and “your” mean the Buyer of the DTI products and/or services defined below, and “DTI,” “we,” “our,” and “us” mean Douglas Telecom, Inc., and any DTI affiliates authorized to provide you with DTI services. "Materials" means all information, data, documents (e.g. white papers, press releases, datasheets, FAQs, etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, programs and products made available on DTI web site(s). DTI will not accept any other terms and conditions of sale unless Buyer and DTI have executed a master contract which specifically supersedes and replaces these terms and conditions. These Terms governs both the services described below and any products provided by DTI for use in conjunction with the service. Sale of all Products and/or Services is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition. BY ENROLLING IN, ACTIVATING, USING, OR PAYING FOR THE SERVICES, YOU AGREE TO THESE TERMS, INCLUDING THOSE PERTINENT TO 911 EMERGENCY DIALING, AND TO THE PRICES, CHARGES, TERMS AND CONDITIONS PROVIDED TO YOU WITH RESPECT TO THE SERVICE DURING THE SERVICE REGISTRATION PROCESS, INCLUDING IN MARKETING MATERIALS ASSOCIATED WITH YOUR OFFER, AND ON THE DTI WEB SITE, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THE AFOREMENTIONED TERMS AND CONDITIONS, DO NOT USE THE SERVICES, AND CANCEL THE SERVICES IMMEDIATELY BY CALLING DTI AT 1-503-221-9778 FOR FURTHER DIRECTIONS.

1. ACCEPTANCE

Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an offer to purchase Product or Services from DTI; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); (d) any other act or expression of acceptance by Buyer; or (e) Buyer's enrolment, activation or usage of the Services. DTI's acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by DTI. DTI's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be DTI's acceptance or approval thereof.

2. SERVICE DESCRIPTION

DTI VOIP Service is an enhanced voice communication service whereby the voice communication is converted to Internet Protocol (“IP”) and carried, in part, over high-speed internet access, also known as broadband internet service. This service may be generically referred to as “voice over IP”. It is separate and distinct from standard Local, Local Toll and Long-Distance services. "Service" or "Services" is defined to include Voice over IP local and nationwide direct dialed calling within the United States and/or Worldwide and certain calling and call management features or advanced features associated with the Service, including additional features or advanced features (including FlexyTrack) which DTI, in its sole discretion, may add, modify, or delete from time to time.

"Service" refers to DTI VOIP Service and/or any other services received from DTI operated and/or controlled website(s).

3. SERVICE REQUIREMENTS

DTI VOIP Service requires: (a) specialized Buyer premises equipment called a SIP telephone adapter, SIP telephone or software SIP phone (collectively “TA”) obtained through DTI or a third party that allows connectivity to DTI server and which you are responsible for installing yourself pursuant to instructions provided to you by DTI; and (b) a broadband connection via cable modem (2-way cable) or DSL with broadband capability of at least 90 Kbps upstream speed that you have a right to use at your own expense. Since voice over IP is dependent on the broadband connection, the availability of an adequate power supply and correct TA configuration, DTI does not guarantee that the service will be continuous or error-free. In addition, Service may, from time to time, be interrupted for equipment, network, or facility upgrades or modifications.

4. DTI VOIP SERVICE 911 EMERGENCY DIALING 

Buyer acknowledges and agrees that the DTI VOIP Service is an Internet-based, telecommunications services and is not a traditional, analog telecommunications service. Accordingly, Buyer further acknowledges and agrees that, due to the nature of the DTI VOIP Service, traditional Emergency “911 Calling Service may not be available to Buyer when using the DTI VOIP Service under certain circumstances or at all and, if available, shall be subject to the Terms.

a. PLEASE READ THE INFORMATION BELOW ABOUT 911 DIALING CAREFULLY. BY USING AND PAYING FOR THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO ALL OF THE INFORMATION BELOW REGARDING THE LIMITATIONS OF DTI 911 EMERGENCY DIALING SERVICE, AND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL 911 OR e911 CALLS. 

YOU WILL NOT BE ABLE TO PLACE TRADITIONAL 911 OR e911 CALLS FROM TELEPHONES CONNECTED TO THE TELEPHONE ADAPTER PROVIDED FOR THIS SERVICE. YOU ACKNOWLEDGE THAT WE HAVE TOLD YOU THAT THE SERVICE DOES NOT SUPPORT TRADITIONAL 911 OR e911. YOU AGREE TO ADVISE ALL INDIVIDUALS OF THIS LIMITATION WHO MAY HAVE OCCASION TO PLACE CALLS OVER THIS SERVICE FROM THE LOCATION AT WHICH YOU HAVE INSTALLED IT. 

YOU ACKNOWLEDGE AND UNDERSTAND THAT DTI VOIP SERVICE MAY OFFER A LIMITED 911-TYPE SERVICE BUT YOU ACKNOWLEDGE AND UNDERSTAND THAT SUCH 911-TYPE DIALING DIFFERS IN IMPORTANT RESPECTS FROM TRADITIONAL 911 SERVICE, AS DESCRIBED HEREIN. 

DTI 911 EMERGENCY DIALING MAY BE AVAILABLE ON DTI CERTIFIED DEVICES OR EQUIPMENT. 

b. 911-TYPE DIALING CAPABILITIES WITH DTI VOIP SERVICE WHEN YOU DIAL 911 ON YOUR PHONE UTILIZING DTI VOIP SERVICE, YOUR CALL MAY BE ROUTED TO A DIFFERENT DISPATCHER THAN THAT USED FOR TRADITIONAL 911 DIALING. THE DISPATCHER WILL BE LOCATED AT EITHER A PUBLIC SAFETY ANSWERING POINT(PSAP) OR OTHER PSAP OR LOCAL OR REGIONAL EMERGENCY SERVICE PERSONNEL DESIGNATED FOR WIRELESS SERVICES FOR THE ADDRESS YOU LISTED AT THE TIME YOU REGISTERED FOR THE SERVICE OR OTHER BACK-UP EMERGENCY ANSWERING SERVICES. IN ADDITION, DTI 911 SERVICE HAS FEWER CAPABILITIES THAN TRADITIONAL 911 SERVICE AS FOLLOWS: 

DTI 911 SERVICE WILL NOT FUNCTION IF YOUR TA FAILS OR IS NOT CONFIGURED CORRECTLY OR IF YOUR DTI SERVICE IS NOT FUNCTIONING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, IN THE EVENT OF A POWER OUTAGE, BROADBAND SERVICE OUTAGE, OR SUSPENSION OR DISCONNECTION OF YOUR SERVICE BECAUSE OF BILLING ISSUES OR ANY OTHER ISSUES. IF THERE IS A POWER OUTAGE, YOU MAY BE REQUIRED TO RESET OR RECONFIGURE THE YOUR EQUIPMENT PRIOR TO BEING ABLE TO USE YOUR DTI VOIP SERVICE, INCLUDING FOR 911 PURPOSES. 

THE PSAP OR LOCAL EMERGENCY SERVICE DISPATCHER RECEIVING DTI 911 EMERGENCY SERVICE CALLS MAY NOT BE ABLE TO CAPTURE AND/OR RETAIN AUTOMATIC NUMBER OF LOCATION INFORMATION. THIS MEANS THAT THE DISPATCHER MAY NOT KNOW THE PHONE NUMBER OR PHYSICAL LOCATION OF THE PERSON WHO IS MAKING THE 911 CALL. THEREFORE, IF YOU DIAL 911 USING DTI VOIP SERVICE, YOU MUST IMMEDIATELY TELL THE DISPATCHER YOUR LOCATION (OR THE LOCATION OF THE EMERGENCY, IF DIFFERENT). YOU MUST ALSO TAKE CARE TO NOT DISCONNECT THE LINE, AS THE DISPATCHER MAY NOT HAVE A PHONE NUMBER TO USE TO CALL YOU BACK. IF YOU ARE UNABLE TO SPEAK AND DESCRIBE YOUR LOCATION, THE EMERGENCY DISPATCHER MAY NOT BE ABLE TO LOCATE YOU. 

FOR TECHNICAL REASONS ASSOCIATED WITH THE POSSIBILITY OF NETWORK CONGESTION, WITH DTI VOIP SERVICE THERE IS A GREATER POSSIBILITY THAT YOUR 911 CALL WILL PRODUCE A BUSY SIGNAL OR WILL EXPERIENCE UNEXPECTED ANSWERING WAIT TIMES AND/OR TAKE LONGER TO ANSWER, AS COMPARED TO TRADITIONAL 911 CALLS. 

IF YOU DO NOT CORRECTLY IDENTIFY THE ACTUAL LOCATION WHERE YOUR EQUIPMENT WILL BE LOCATED AT THE TIME YOU REGISTER FOR THE SERVICE, 911 COMMUNICATIONS MAY BE MISDIRECTED TO AN INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. 

911 DIALING WILL NOT FUNCTION CORRECTLY IF YOU MOVE YOUR EQUIPMENT TO A LOCATION OTHER THAN THAT PROVIDED WHEN YOU REGISTERED FOR THE SERVICE. IN SUCH EVENT, IN ORDER TO HAVE 911 CALLING ROUTED CORRECTLY, YOU MUST UPDATE YOUR SERVICE ADDRESS IN ACCORDANCE WITH DTI INSTRUCTIONS. 

YOU ACKNOWLEDGE AND UNDERSTAND THAT DTI WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 USING YOUR SERVICE OR TO ACCESS EMERGENCY SERVICE PERSONNEL DUE TO THE 911 DIALING CHARACTERISTICS AND LIMITATIONS SET FORTH IN THIS DOCUMENT. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS DTI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THE SERVICE, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, YOU OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING. 

YOU ACKNOWLEDGE THAT DTI DOES NOT OFFER PRIMARY LINE OR LIFELINE SERVICES, AND THAT DTI STRONGLY RECOMMENDS THAT YOU ALWAYS HAVE AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.

5. OTHER SERVICE DISTINCTIONS 

a. Privacy and Security
Voice over IP communication utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. You acknowledge and understand that DTI cannot guarantee that voice over IP communication is completely secure. DTI always respects your privacy and treats the content of all communications as private, except as may be required by law. 

b. Power Outages
You acknowledge and understand that the Service does not function in the event of power failure. Should there be an interruption in the power supply, the Service will not function until power is restored. A power failure or disruption may require you to reset or reconfigure equipment prior to utilizing the DTI VOIP Service. 

c. Broadband Service Interruptions
You acknowledge and understand that the Service does not function in the event of interruption of your broadband or high speed Internet access service. 

d. Home Security Systems and other Non-voice Communications Equipment

Not all non-voice communications equipment, including but not limited to, home security systems that are set up to make automatic phone calls, fax machines, modems and medical monitoring devices, are compatible with DTI Service. By accepting these Terms, you waive any claim against DTI for interference with or disruption of such systems due to the Services. 

e. Local Number Portability
In the event you are not utilizing a new phone number for your DTI VOIP Service, but rather are transferring an existing phone number, which currently is subscribed to a carrier other than DTI for local, local toll and/or long distances telecommunications services, to DTI VOIP Service, the terms and conditions of this paragraph shall apply: 

1) you hereby authorize DTI to process your order for DTI VOIP Service and to notify your local telephone company of your decision to switch your local, local toll and long distance services to DTI VOIP Service, and represent that you are authorized to take this action; 

2) you agree and acknowledge that if you set up your TA prior to the date that the number switch becomes effective (“Port Effective Date”), you will be able to make outgoing calls only over the phone you have connected to the TA. In such event, you should keep another phone connected to an existing phone extension at your service location to receive incoming calls until the Port Effective Date, after which you will be able to both make and receive calls using the DTI VOIP Service; and 

3) you agree and acknowledge that if your TA is not yet activated as of the Port Effective Date, your existing phone service for the number you are transferring will be disconnected you will have no service for that line. Therefore, to avoid an interruption in your phone service, it is extremely important that you install the TA prior to, or on, the Port Effective Date. An estimate of the Port Effective Date will be sent to you via e-mail by DTI following your completion of the ordering process. 

6. Usage

Theft of DTI Equipment or Service
You agree to notify DTI immediately, in writing or by calling the DTI customer support line, if the TA 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 TA theft or stolen 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. 

Looping.
Looping is a method of profiting by buying minutes from DTI and selling (and/or receiving any compensation directly or indirectly for the minutes) the same minutes to one of DTI direct or indirect suppliers at a higher price. "Looping" is considered fraudulent use. In case DTI incurs any legal and/or other expenses in connection with Buyer’s looping activities, Buyer agrees to compensate all of the expenses in full plus ten times the amount of money DTI received for the services that Buyer used to conduct Looping, but not less than fifty thousand US dollars. Buyer agreed to remit a payment in full within seven business days upon a written notice from DTI.

Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software
The Service and TA and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the TA, and all Services, information, documents and Materials on DTI’s web site(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All addition and/or removal of features and/or any other changes (collectively "changes") made to the Materials, firmware, software and Services provided to you by DTI are strictly made for one sole purpose of facilitating your use of Service. You hereby acknowledge that acceptance by DTI of payment(s) that contain reference to "changes" or for "changes" or any other action by DTI or you, except proper execution by both parties of a written transfer agreement, does not create and/or transfer any trademark, copyright or other intellectual property right or other property right or portion thereof from DTI or its suppliers to you. Except as expressly provided herein, DTI and its suppliers do not grant any express or implied rights to use the Materials, firmware, software and Services. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "Marks") of DTI are and shall remain the exclusive property of DTI and nothing in these Terms shall grant you the right to a right or license to use 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 Buyer in conjunction with providing the Service, or embedded in the TA, other than a nontransferable, revocable license to use such firmware or software (without making any modification thereto) strictly in accordance with the Terms, and that the TA is exclusively for use in connection with the Service. The rights granted to you constitute a license and not a transfer of title If you decide to use the Service through an interface device not provided by DTI, which DTI 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 DTI against any and all liability arising out of your use of such interface device with the Service.

Tampering with the TA
You agree not to change the electronic serial number or equipment identifier of the TA, or to perform a factory reset of the TA, without express permission from DTI in each instance. DTI reserves the right to terminate your Service should you tamper with the TA.

Residential service accounts

a. Lawful, Non Fraudulent Use of Service and TA
DTI will issue no more than (3) passwords for devices for DTI VOIP Service per household. You agree to use the Service and TA only for lawful purposes. You will not use the Service or TA for any unlawful, abusive, or fraudulent purpose, including, for example, using the Service in a way that (1) interferes with our ability to provide Service to you or other customers; or (2) avoids your obligation to pay for communication services. If DTI has reason to believe that you or someone else is abusing the Service or using it fraudulently or unlawfully, we can immediately suspend, restrict, or cancel the Service without advance notice. The TA provided by DTI is intended for use only in the United States. If you remove the TA to a country other than the United States and attempt to use the Service from there, you do so at your own risk, including the risk that such activity violates local laws in the country where you do so. DTI reserves the right to terminate your service immediately and without advance notice if you violate the above restrictions, leaving you responsible for all outstanding charges, all of which immediately become due and payable. 

b. Prohibited Uses of Service
You are expressly prohibited from reselling or transferring the Service or DTI Equipment to any other person for any purpose, without express written permission from DTI in advance. In addition, you are expressly prohibited from using the Service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal residential or home office usage patterns. If DTI determines, in its sole discretion, that you are reselling or transferring the Service or that your Service is being used for any of the aforementioned activities, DTI reserves the right to immediately terminate without advance notice or modify the Service and to assess additional charges for each month in which excessive usage occurred. Any usage in excess of 4,000 local  minutes per device per month shall be presumed to be not consistent with these restrictions and shall be subject to the conditions above.

Business service accounts

c. Lawful, Non Fraudulent Use of Service and TA
DTI will issue no more than (6) passwords for devices for DTI VOIP Service per location. You agree to use the Service and TA only for lawful purposes. You will not use the Service or TA for any unlawful, abusive, or fraudulent purpose, including, for example, using the Service in a way that (1) interferes with our ability to provide Service to you or other customers; or (2) avoids your obligation to pay for communication services. If DTI has reason to believe that you or someone else is abusing the Service or using it fraudulently or unlawfully, we can immediately suspend, restrict, or cancel the Service without advance notice. The TA provided by DTI is intended for use only in the United States. If you remove the TA to a country other than the United States and attempt to use the Service from there, you do so at your own risk, including the risk that such activity violates local laws in the country where you do so. DTI reserves the right to terminate your service immediately and without advance notice if you violate the above restrictions, leaving you responsible for all outstanding charges, all of which immediately become due and payable. 

d. Prohibited Uses of Service
You are expressly prohibited from reselling or transferring the Service or DTI Equipment to any other person for any purpose, without express written permission from DTI in advance. In addition, you are expressly prohibited from using the Service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal business or office usage patterns. If DTI determines, in its sole discretion, that you are reselling or transferring the Service or that your Service is being used for any of the aforementioned activities, DTI reserves the right to immediately terminate without advance notice or modify the Service and to assess additional charges for each month in which excessive usage occurred. Any usage in excess of 4,000 local  minutes per device per month shall be presumed to be not consistent with these restrictions and shall be subject to the conditions above.

Buyer-Only Traffic, only applies to residential and business accounts. The right to use the Service is strictly limited to Buyer only and does not extend to any other person, corporation or entity except for wholly owned affiliates of Buyer and those members of Buyer's staff and consultants in the course of performing work for Buyer. In the case of residential service usage is limited to those persons residing within the dwelling as listed with DTI, or visitors of the dwelling. Any attempt to resell or otherwise distribute the services delivered under this agreement will result in immediate cancellation of services. In addition DTI may bill subscriber for individual service lines, per minute usage; including domestic local and international calls at the highest published rate over the preceding 90 days, but not less than three cents per minute. These remedies may be acted upon for each occurrence of such distribution, in addition to any and all other legal remedies.

7. Buyer equipment and network

To enable the Service, Buyer agrees to provide, install, configure and maintain router equipment, software, cabling and DSU/CSU to integrate its host or local area network (LAN) into the Internet. Buyer's equipment must comply with the relevant portions of the Specifications, as provided by DTI. In addition Buyer shall provide and maintain suitable Equipment Space meeting or exceeding the requirements set forth in the Specifications section of its contract. If Buyer wishes to utilize the Emergency Backup Service with the Service, provision and maintenance of the necessary dial-up router, communications device and other equipment at Buyer's site shall be the sole responsibility of Buyer. DTI provides no user access security with respect to any of Buyer's facilities or facilities of others. Buyer shall be responsible for user/access security as well as access to its network or to the Network. DTI may assist in network security breach detection or identification but shall not be liable for any inability, failure or mistake in doing so.

8. CANCELLATION OF SERVICE BY YOU OR DTI

You may cancel the Service at any time by calling 1-503-221-9778 and notifying the DTI customer service representative. If for any reason you cancel DTI Services or if DTI cancels the Services pursuant to these Terms, DTI will provide instructions on how to dispose of the DTI Equipment. If you receive the DTI Equipment associated with your DTI VOIP Service free of charge and you either do not subscribe to DTI Service within one month of your receipt of the TA or you cancel your DTI Services within one year of your activation thereof, DTI reserves the right to request that You return the DTI Equipment to DTI at your expense. DTI may immediately terminate, restrict or suspend Services without notice to You if: You fail to pay DTI any charges when due; you make any false statement to DTI; DTI suspects fraud, abuse or misuse by You, Your Users or third parties; DTI believes Your or Users use may violate this Agreement or any laws or regulations or interferes in any way with DTI’s provision of its services to its customers or its business operations; or, You become insolvent or are subject to any proceeding under bankruptcy or similar laws.

9. DELIVERY OF PRODUCTS

Unless otherwise agreed in writing, delivery or Products shall be made in accordance with DTI's shipping policy in effect on the date of shipment. For all domestic transactions, unless otherwise stated on the front of the invoice, title to, and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by DTI to the carrier or Buyer's representative at DTI's warehouse or plant. For all international transactions, the Product shall be sold on a delivered, insurance-paid, duty- and international freight unpaid basis. DTI assumes no responsibility for charges attendant to customs clearance in the country of delivery, customs duty, VAT or any other charges or taxes within the country designated for delivery by the Buyer. Title and risk of loss shall pass to the Buyer upon delivery to the port designated by the Buyer and prior to Customs clearance. Delivery is subject to the payment provisions set forth herein and to DTI's receipt from Buyer of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify DTI, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. If Buyer refuses the shipment of goods from DTI or returns the goods to DTI without DTI’ s prior authorization, Buyer agrees to relinquish all right and title to and waives all claims against DTI for credit related to such Products. DTI shall not be liable for any shipment delays beyond the reasonable control of DTI which affect DTI or any of DTI's suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from DTI's suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.

10. PRICE AND PAYMENT

Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or custom duties; license fees and similar charges, however designated or levied on the sale of the Products (or the delivery thereof) or measured by the purchase price paid for the Products and Services. (DTI's prices set forth on the front side of the invoice do not include such taxes, fees, and charges.) Exemption certificates must be presented prior to shipment of Products if they are to be honored. Terms of payment are within DTI's sole discretion, and, unless otherwise agreed to by DTI, payment must be received by DTI prior to DTI's acceptance of an order. Payment for the products and Services shall be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by DTI. DTI may invoice parts of an order separately. Orders are not binding upon DTI until accepted by DTI. If order is cancelled a Buyer agrees to pay a cancellation fee that may apply. Buyer agrees that all prepayments for products or services are not refundable. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, termination of services, stoppage of product shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. If a check is returned due to insufficient funds or other reasons or in the event of credit card charge dispute or reversal the Buyer agrees to pay a thirty five dollar handling fee per occurrence. Notwithstanding any "net" payment provisions specified on the invoice, DTI shall have no continuing obligation to deliver Products or Services on credit, and any credit approval may be withdrawn by DTI at any time and without prior notice. DTI retains (and Buyer grants to DTI by submitting a purchase order) a security interest in the Products and Services to secure payment in full and compliance with all sales agreements, and Buyer agrees to execute any additional documents necessary to perfect such security interest. In the event Buyer defaults and does not pay outstanding balance(s) within thirty days from a date of a DTI notice that informs Buyer that the money are due, Buyer agrees to pay a default fee of seven hundred and fifty dollars to DTI. In the event DTI files a claim against the Buyer in a court of law for the purpose of collecting unpaid balances or places account with a collection agency, the Buyer agrees to pay seven hundred and fifty dollars to cover DTI's costs and any and all costs associated with such action if the costs exceed seven hundred and fifty dollars, including without limitation, attorney's fees, collection agency fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. If a sale is to occur, or the Product is to be shipped or Services provided outside of the United States, Buyer acknowledges and agrees that the amount due DTI is contracted in U.S. dollars and that payment in U.S. dollars is of the essence. Any payment by Buyer in local currency or the receipt by DTI of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for DTI to use that local currency to purchase U.S. dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer's country in order to convert the currency into U.S. dollar and apply the proceeds to the payment of any amounts owed to DTI by the Buyer. Any deficiency as a result of conversion of payment into U.S. dollars shall be the responsibility of the Buyer.

11. PRODUCT RETURNS

Buyer must obtain a valid Return Material Authorization ("RMA") number from DTI for all returns. Buyer must provide its order number and all other information as required by DTI for all returns. RMAs are valid for twenty (20) calendar days from the date of issuance. Buyer must allow for in-transit time for Products to be returned to DTI, as DTI must physically receive Products within the twenty (20) calendar days. Product bundles that include specialized software can not be returned. Custom orders are not returnable. A Custom order is an item that we do not stock and that is special ordered for each Buyer. Sale of custom order items are final sales; merchandise is not returnable or exchangeable. Buyer is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to DTI. DTI will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Return of Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by DTI's Product Return policies as set forth in DTI's Catalog in effect on the date of the invoice, or as otherwise provided by DTI to Buyer in writing. DTI reserves the right to modify or eliminate such policies at any time. Although DTI's policies may permit Buyer to return Products claimed to be defective under certain circumstances, DTI makes no representations or warranties of any kind with respect to the Products. The right to return defective Products, as previously described, shall constitute DTI's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition, or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose or otherwise. Notwithstanding anything to the contrary, DTI reserves the right not to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from DTI. In the event DTI issues a return authorization to Buyer allowing Buyer to return Product to DTI, Buyer will deliver the Product to DTI's address in the United States, if so required by DTI, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by DTI to Buyer.

12. WARRANTIES

DTI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED AS TO THE PRODUCTS OR SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DTI WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE FOR BREACH OF WARRANTY. WE ALSO MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, DTI EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.

13. LIMITATION OF LIABILITY

BY ENROLLING IN, ACTIVATING, USING OR PAYING FOR THE SERVICES, YOU AGREE THAT YOU HAVE READ THESE TERMS AND UNDERSTAND THE LIMITATIONS OF DTI VOIP SERVICE DESCRIBED HEREIN.

DTI SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT OR SERVICES TO BUYER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF DTI HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

DTI SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING FROM THE PROVISION, OR BUYER’S USE, OF E911 SERVICE, OR FROM THE UNAVAILABILITY OF E911 SERVICE USING THE DTI VOIP SERVICE, INCLUDING, WITHOUT LIMITATION, RELIANCE BY ANY PERSON ON THE AVAILABILITY OF E911 SERVICE, OR LIABILITY TO THIRD PARTIES, HOWEVER CAUSED, WHETHER BY THE ACT OR NEGLIGENCE OF DTI, OR OTHERWISE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, NO ACTION, REGARDLESS OF ITS FORM, ARISING UNDER THESE TERMS, MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE ACTION AROSE.

14. CONFIDENTIALITY

Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Buyer by DTI pertaining to or as part of transactions governed by these terms and conditions. Buyer agrees that the Confidential Information is to be considered confidential and proprietary to DTI and Buyer shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with DTI, and shall disclose it only to, applies only if Buyer is a company, its officers, directors, or employees with a specific need to know. Buyer will not disclose, publish or otherwise reveal any of the Confidential Information received from DTI to any other party whatsoever except with the specific prior written authorization of DTI. In the event Buyer discloses any Confidential Information either directly or indirectly, Buyer agrees to compensate DTI, including reasonable attorney fees, for any economic loss (including loss of business, contracts, profits or anticipated profits, revenues, capital or anticipated savings), any indirect, special or consequential loss, loss of data, goodwill or reputation or for any wasted expense. 

B) Buyer recognizes that some Product sales are limited to a specific territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement.