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THE AGREEMENT

These Terms and Conditions constitute the agreement (the "Agreement") between Vopcon, Inc. ("Vopcon ", us or we) and the user ("you," “your, "user" or "Customer") of Vopcon 's Internet Phone Service and any related products or services (the "Service"). For purposes of the Agreement, "you" is defined as either (i) the person identified in Vopcon's account records as responsible for payment of all charges; or (ii) any other person who acts as agent for or represents that person in (1) to use the Service.

BY ENROLLING IN, USING, ACCESSING, ACTIVATING OR PAYING FOR THE SERVICE, YOU AGREE TO THE CHARGES, TERMS AND CONDITIONS SETFORTH BELOW IN THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THESE CHARGES, TERMS AND CONDITIONS, DO NOT USE OR ACCESS THE SERVICE, AND CANCEL THE SERVICE IMMEDIATELY. IF YOU UTILIZE THE SERVICE IN A MANNER INCONSISTENT WITH THESE CHANGES, TERMS AND CONDITIONS, VOPCON MAY TERMINATE YOUR ACCESS, BLOCK YOUR FUTURE ACCESS AND/OR SEEK ANY OTHER ADDITIONAL RELIEF.

The Agreement governs the Service and any device, used in conjunction with the Service. By activating, using or paying for the Service, you acknowledge that you have read and understand fully, and you agree to, the terms and conditions of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms and conditions.Vopcon may modify the Terms and Conditions of this Agreement at any time, such modifications shall be effective immediately upon posting of the modified agreement. The modified Agreement posted supersedes all previous agreements.

II. VOPCON EMERGENCY CALLING SERVICE & E911 SERVICE

Pursuant to the recent rulings by the Federal Communications Commission (“FCC”), Vopcon is in the process of enabling E911 dialing services for all of its Vopcon customers in areas in which the Public Safety Answering Point (or “PSAP”) is equipped to handle E911 calls. Vopcon is undertaking this ongoing, nationwide effort through its third party provider. As the roll out of the E911 initiative progresses, increasing numbers of Vopcon customers will have E911 service, where available. We encourage all customers to check their “My Account” section at the Vopcon website to find out the progress of E911 capability for their registered location. Regardless of when a Customer signs up for Vopcon Services, if the Services are used in a physical location different than the current location registered with Vopcon (the “911 Service Address”), E911 service may or may not be available, and the 911 call will be routed to the wrong location. It is important that such Customers promptly update their location with Vopcon in accordance with the instructions in Section II(D) below.

A. Non-Availability of Traditional 911 or E911 Dialing Service:

You acknowledge and understand that unless you have been specifically informed by Vopcon that E911 service is available at your 911 Service Address (which can be confirmed on your “My Account” section at the Vopcon website or by calling Vopcon 's Customer Care Department), the Service will NOT support traditional 911 or E911 access to emergency services. In such cases, Vopcon offers a limited Emergency Calling Service available only on Vopcon Devices as described herein, but you acknowledge and understand that such Emergency Calling Service dialing is different in a number of important ways from traditional 911 services, as described below. Vopcon Emergency Calling Service dialing is available only on Vopcon -certified Devices or Equipment. You agree to inform any household residents, guests and other third persons who may be present at the physical location where you use the Service (i.e., your 911 Service Address) as to the non-availability of traditional 911 or E911 dialing from your Vopcon Service and Device(s). If you activate Vopcon Emergency Calling Service dialing, you agree to inform any household residents, guests and other third persons who may be present at the physical location where you use the Service as to the important differences and limitations of Vopcon Emergency Calling Service dialing as compared with traditional 911 or E911 dialing, as set forth in this Agreement.

B. Description of Emergency Calling Service-Type Dialing Capabilities - Activation Required

Vopcon does offer an Emergency Calling Service that is different in a number of important ways from traditional 911 services or Vopcon E911 services. For customers that do not have E911 capability, when you dial 911, your call is routed from the Vopcon network to the Public Safety Answering Point (“PSAP”) or local emergency service personnel using the address that you provided to Vopcon . You acknowledge and understand that when you dial 911 from your Vopcon Equipment you will be routed to the general or administrative telephone number for the PSAP or local emergency service provider, and will not necessarily be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. Additionally, some PSAPs may from time to time refuse to accept calls from VoIP providers such as Vopcon . As described herein, this Emergency Calling Service dialing currently is NOT the same as traditional 911 or E911 dialing, and at this time, does not necessarily include all of the capabilities of traditional 911 dialing.

C. Service Outage:

1.	Power Outage You acknowledge and understand that Emergency Calling Service and E911 Service dialing do not function without power. Should there be an interruption in the power supply, the Service and Emergency Calling Service (or E911 service) dialing will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure Equipment before using the Service, Emergency Calling Service, or E911 service dialing.
2.	Broadband Service OutageYou acknowledge and understand that service outages by your broadband provider will prevent, and that network congestion may slow, ALL Service including Emergency Calling Service and/or E911 service dialing.
3.	Other Service OutagesYou acknowledge and understand that if there is a Service outage for ANY reason, such outage will prevent ALL Service, including Emergency Calling Service and/or E911 service dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.
4.	Limitation of Liability and Indemnification You acknowledge and understand that Vopcon's liability is limited for any Service outage and/or inability to dial Emergency Calling Service or E911 service from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless Vopcon , its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer's Service relating to the (i) absence, failure or outage of the Service, including Emergency Calling Service or E911 dialing; and/or (ii) inability of Customer or any third person or party or user of Customer's Service to be able to dial 911 or to access emergency service personnel.

D. Failure to Designate the Correct Physical Address for E911 and/or Emergency Calling Service Dialing

The address which the Customer provides to Vopcon is the address that is applied to your Service for both E911 and Emergency Calling Service dialing (also known as your “911 Service Address”). Should you need to change this address, you must change this on the “My Account” section at the Vopcon website or contact Vopcon Customer Service immediately to correct this address. It may take up to three business days to effectuate a change or update of your 911 Service Address. Failure to provide the current and correct physical address and location of your Vopcon Equipment as your 911 Service Address may result in the loss of E911 capability and/or will result in any Emergency Calling Service communication you may make being routed to the wrong local emergency service provider.

E. Changing Your Primary Phone Number

You acknowledge and understand that if you change your primary Vopcon phone number you will not be able to change your 911 Service Address for seventy-two (72) hours. During that time, any E911 or Emergency Calling Service calls that you may make will be routed using the 911 Service Address that was in Vopcon's records before you changed your phone number.

F. Change of Physical Location of Vopcon Equipment

You acknowledge and understand that E911 and Emergency Calling Service dialing does not function properly or may not function at all if you take your
Equipment with you away from the 911 Service Address or physical location that you have registered with Vopcon .

G. Requires Re-Activation if You Move

You acknowledge and understand that E911 and Emergency Calling Service dialing will not function properly or at all if you move or change the physical location of your Vopcon Equipment to a different street address, unless and until you have successfully changed your 911 Service Address on the “My Account” section at the Vopcon website or contacted Vopcon Customer Service to correct your 911 Service address. Failure to provide the current and correct physical address and location of your Vopcon Equipment may result in the loss of E911 capability and/or will result in any Emergency Calling Service dialing you may make being routed to the incorrect local emergency service provider.

H. Possibility of Network Congestion and/or Reduced Speed for Routing Emergency Calling Service

You acknowledge and understand that there is a greater possibility of network congestion and/or reduced speed in the routing of an E911 or Emergency Calling Service communication made using your Vopcon Equipment as compared to traditional 911 dialing over traditional public telephone networks. You acknowledge and understand that Emergency Calling Service dialing from your Vopcon Equipment will be routed to the general or administrative telephone number for the local emergency service provider, and will not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls at such local provider's facilities when such calls are routed using traditional 911 dialing. You acknowledge and understand that there may be a greater possibility that the general or administrative telephone number for the local emergency service provider will produce a busy signal or will take longer to answer, or not answered at all, as compared to those 911 calls routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing.

I. Automated Number Identification

For Vopcon Service customers without E911 service, it is not possible for the Public Safety Answering Point (PSAP) and the local emergency personnel to identify your phone number when you dial 911 to access Emergency Calling Service dialing. Vopcon's system is configured in most instances to send the automated number identification information; however, the phone system routes the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and they may not yet be technically capable of doing so. You acknowledge and understand that PSAP and emergency personnel may not be able to identify your phone number to return your call if the call is unable to be completed, is dropped or Termination ed, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

J. Automated Location Identification

For Vopcon Service customers without E911 service, it is not possible to transmit identification of the address that you have listed to the Public Safety Answering Point (PSAP) and local emergency personnel for your area when you use Emergency Calling Service dialing. You acknowledge and understand that you will need to state the nature of your emergency promptly and clearly, including your location, as PSAP personnel will NOT have this information. You acknowledge and understand that PSAP and emergency personnel will not be able to find your location if the call is unable to be completed, is dropped or Termination ed, if you are unable to speak to tell them your location and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

K. Alternative Emergency Calling Service Arrangements

You acknowledge that Vopcon does not offer primary line or lifeline services. You should always have an alternative means of accessing traditional 911 or E911 services.

III. SERVICE

A. Term

Service is offered on a monthly basis for a term that begins on the date when Vopcon activates your account (the "Activation Date") and ends on the day before the same date in the following month. The Activation Date will begin _________3 days after you sign-up for the Service. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give us written notice of non-renewal at least ten [10] days before the end of the monthly term in which the notice is given. All notices must be given by calling Vopcon's Customer Care Department at the toll-free number listed on the first page of your invoice. You are purchasing the Service for full monthly terms, meaning that if you terminate Service prior to the end of a monthly term, you will be responsible for the full month's charges to the end of the then-current term, including but are not limited to, unbilled charges, plus termination fee (as described below), if applicable, all of which immediately become due and payable. You will also be responsible for the next full month's charges in the event that you do not provide the requisite ten-day notice of termination prior to the expiration of the then-current term. Expiration of the term or termination of Service does not excuse you from paying all unpaid, accrued charges due in relation to the Agreement.

B. Termination Fee

If Customer cancels the Service for any reason within twelve (12) months of the Activation Date and does not return the Equipment Vopcon postmarked within fourteen (14) days of such cancellation, Customer will be charged a Termination fee of $39.95 per voice line (the “Termination Fee”). The Termination Fee becomes due and payable immediately if the Equipment is not returned to Vopcon and postmarked as of the fourteenth (14th) day after cancellation and will be billed directly to Customer's credit card. If Customer has multiple lines, Customer will be charged the Termination Fee of $39.95 per line for each line cancelled. Customer will not be charged a Termination fee for changing telephone numbers, while keeping the same number of lines. Cancellations will only be accepted via phone through Vopcon 's Customer Care Department at the toll-free number listed on the first page of your invoice, and will be effective upon the date that you call. Vopcon is not able to schedule cancellations for a future date. All returned Equipment must be in good condition and in the original packaging with the UPC or bar code intact, and postmarked within fourteen (14) days of cancellation. All components, manuals and registration card(s) must be included, as determined by Vopcon. Equipment must be returned with a valid return authorization number obtained from the Vopcon Customer Care Department. Customer is responsible for return shipping of Equipment.

C. The referral program

The referral program is intended for use by Vopcon service customers to introduce other people to the service. The conditions are as follows: after the person or business you refer subscribes to the service and enters your correct e-mail information either at sign up or no later than 72 hours after sign up by contacting Vopcon's customer care department, both you and the person or entity referred will receive s credit of $25 dollars. To qualify for the credit, both you and the person or entity referred must retain the service for at least 121 days, if either party cancels the service, the referral credit will be forfeited.

D. Residential Use of Service and Device

If you subscribe to Vopcon's residential Services, the Service and Device are provided to you only for your residential, non-business and non-professional use. This means that you are prohibited from using them for any commercial, non-profit, political or governmental activities, including but not limited to home office, business, sales, telecommuting, telemarketing, autodialing, continuous or extensive call forwarding, fax broadcast, fax blasting or any other activity that would be inconsistent with normal residential usage patterns. This also means that you are not to resell or transfer the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without prior written consent from Vopcon You agree that your use of the Service and/or Device, or the use of the Service and/or Device provided to you by any other person for any nonresidential or commercial purpose will obligate you to pay Vopcon 's higher rates for commercial Service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes. Vopcon reserves the right to immediately terminate or modify the Service, if Vopcon determines, in its sole and absolute discretion, that your use of the Service is inconsistent with strictly defined normal residential use.

E. Business Use of Service and Device

If you have subscribed to Vopcon's Business Plan, the Service and Device are provided to you as a small business user. This means that you are not to resell or transfer the Service or Device to any other person for any purpose. You are prohibited from using the Service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting. Vopcon reserves the right to immediately terminate, modify or upgrade the Service, if Vopcon determines, in its sole and absolute discretion, that Customer's Service is being used for any of the aforementioned or similar activities.

Improper conduct. You shall not use the service or device in a way that is threatening, abusive, defamatory, harassing, libelous, deceptive, fraudulent, intrusive or invasive, We reserve the right to terminate your service without notice, if, in our sole and absolute discretion, we determine that have used the service or device for in any of the aforementioned ways. In the event of such termination, you shall be responsible for the full month's charges to the end of the current term, including, but are not limited to unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your service, in which case, we may also elect to forward relevant information, including your identity to the proper authority for investigation and prosecution. You shall consent to such forwarding information to these authorities. We will also be cooperative with law enforcement and other government agencies by providing requested information and communication. Moreover, we reserve the right to reserve the right to proceed against one who used the service unlawfully or improperly.

F. Notice of Rate Changes

Vopcon may change the prices and charges for the Services from time to time. We may decrease prices without providing advance notice. Changes to any other rates, charges, or terms or conditions in the Agreement will be published at www.Vopcon .com and will be incorporated by reference into this Agreement.

G. Rounding Policy

For billing purposes, the length of each metered call is rounded as described in each Calling Plan. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent.

H. Calls to International Mobile Telephones; International Special Services Calls

Vopcon's advertised rates for international calls are generally the rates charged for calls to landline telephones. Some calls to international mobile telephones, or to international telephone numbers considered to be special services calls, are charged a different (usually higher) rate than calls to landline telephones. The rates you will be charged are set forth in the calling plan rate tables and are typically designated by a "MOB", "cellular", "mobile" or "M" notation.

I. Timing of Calls

Generally, timing of metered calls begins when the called party or an automated answering device (such as an answering machine or a facsimile machine) answers the call, and ends when one of the parties Terminations from the call. However, some foreign carriers (with whom Vopcon must interconnect in order to terminate calls to foreign countries) designate a call as "answered" when the called party's line rings or after a certain number of rings, and will charge Vopcon for a completed call. In these situations, Vopcon will charge for the call as if it were answered by the called party.

J. Use of Service and Device by Customers Outside the United States

Vopcon does not presently offer or support the Service to customers located in other countries other than the United States. If you use the Service outside of United States, you will be solely liable for any violations of local laws and regulations resulting from such use. Vopcon reserves the right to terminate or suspend the Service if it is determined in its sole and absolute discretion that the Service or the Device is being used outside the United States.

K. Loss of Service Due to Power Failure

The Service, including the emergency calling does not function without power. 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 before using the Service.

L. Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

The Service and Device and any firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on Vopcon's website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of Vopcon are and shall at all time remain our exclusive property of Vopcon and nothing in this Agreement shall grant you the right to license or 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 Customer in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and that the Device is exclusively for use in connection with the Service. If you decide to use the Service through an interface Device not provided by Vopcon, which Vopcon reserves the right to prohibit in particular cases or generally, you agree that you possess all required rights, including software and/or firmware licenses, to use that interface Device with the Service. In addition, you should indemnify and hold harmless Vopcon against any and all liability arising out of your use of such interface Device with the Service. You shall not reverse, compile, disassemble, or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.

M. Tampering with the Device

You shall not change the electronic serial number or equipment identifier of the Device, or to perform a factory reset of the Device, without prior written consent from Vopcon. Vopcon, in its sole and absolute discretion, reserves the right to terminate your Service should you tamper with the Device, you shall be responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus any applicable Termination Fee, all of which immediately become due and payable. You shall not attempt to hack or otherwise disrupt the Service or make any other use of the Service that is inconsistent with the intended purpose.

N. Theft of Service

You shall notify Vopcon immediately, in writing or by calling the Vopcon customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen, used fraudulently or any other unauthorized manner. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft or fraudulent or unauthorized use of the Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. You will be liable for all use of the Service using a Device stolen from you and any and all stolen Service or fraudulent use of the Service.

O. Number Transfer on Service Termination

If you desire to cancel your Service and port it to another carrier, you shall ensure that the number has successfully ported prior to canceling your account with Vopcon. CANCELLATION OF YOUR VOPCON ACCOUNT PRIOR TO CONFIRMATION FROM YOUR NEW PROVIDER THAT THE TELEPHONE NUMBER HAS SUCCESSFULLY PORTED SHALL RESULT IN AN INABILITY FOR VOPCON TO PORT OUT YOUR NUMBER AND THE POTENTIAL LOSS OF YOUR NUMBER. FAILURE TO CANCEL YOUR ACCOUNT WITH VOPCON AFTER SUCCESSFUL PORTING TO ANOTHER PROVIDER SHALL RESULT IN CONTINUED MONTHLY CHARGES BY VOPCON FOR WHICH YOU WILL REMAIN RESPONSIBLE.

Upon contact from your new provider that you desire to port your telephone number, Vopcon will use reasonable efforts to release the telephone number that was ported to Vopcon by you and used in connection with your Service provisioned by Vopcon to your new service provider, if such new service provider is able to accept such number, and provided that your Vopcon account is completely current including payment for all charges and applicable Termination Fees. Customer will not be able to port away the telephone number if Customer cancels within thirty (30) days of the Activation Date

Customers are solely responsible for terminating or canceling accounts. Vopcon will not automatically terminate or cancel an account upon the mere transfer (or porting) of a telephone number to a new service provider. Applicable charges will continue to accrue on all open accounts, and you will remain responsible for these charges until the account is properly cancelled.

P. Service Distinctions

The Service is not a telephone service and being provided on best efforts basis. Things that might affect the service include, without limitations are power outrages, fluctuations in the internet, your underlying broadband service and maintenance. The Service is subject to different regulatory treatment than phone service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

Q. Collect Call and Operator Services

Vopcon does not offer collect call or operator services via this Service.

R. International DIDs or phone numbers

Customers that have international (non-United States) direct inward dial phone numbers ("DIDs") are provided with these numbers based on current United States and overseas regulations. These regulations are subject to change without notice and Vopcon may be required to discontinue this Service, without notice. Vopcon reserves the right to discontinue International DID services for any reason at any time and is only obligated to refund the pro-rated monthly fee.

S. International Services

Foreign Carrier Restrictions. Foreign carriers or regulatory agencies may impose, upon the portion of the end-to-end international service or facilities they provide, certain limitations or restrictions that may limit your ability use the Services. You must conform to any limitations or restrictions imposed by the foreign carriers or agencies.

Foreign Carrier Acts or Omissions.

a.	When other U.S. or foreign carriers and foreign telecommunications administrations use facilities to establish connections to points not reached by Vopcon's network, Vopcon is not liable for acts or omissions of other carriers or foreign telecommunications administrations.
b.	International calls are priced on the basis of the country and city codes dialed by you. When the facilities of other U.S. or foreign carriers are used in establishing connections to points not reached by Vopcon 's network, Vopcon is not liable for refunds or damages if those calls do not terminate in the country, city or area codes associated with the called number.

T. Surcharges

In addition to surcharges that may be found in the applicable Calling Plan, Vopcon may adjust its rates and charges or impose additional rates and charges to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from others or pay to others in support of statutory or regulatory funds or programs ("Governmental Charges").

U. Taxes

vopcon is required to bill and collect local, state and federal taxes imposed on vopcon customers by the various taxing authorities.

IV. RESTRICTIONS ON THE USE OF SERVICE

A. Vopcon offers its Services subject to availability of facilities, limitations of service offerings, and the provisions of this Agreement.

B. Services provided by Vopcon under the Agreement will not be used:

(1) For any unlawful purpose; You shall only use the service and the device for lawful purposes. We reserve the right to terminate your service without notice, if, in our sole and absolute discretion, we determine that have used the service or device for an unlawful purpose. In the event of such termination, you shall be responsible for the full month's charges to the end of the current term, including, but are not limited to unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your service, in which case, we may also elect to forward relevant information, including your identity to the proper authority for investigation and prosecution. You shall consent to such forwarding information to these authorities. We will also be cooperative with law enforcement and other government agencies by providing requested information and communication.

(2) Improper conduct. You shall not use the service or device in a way that is threatening, abusive, defamatory, harassing, libelous, deceptive, fraudulent, intrusive or invasive, We reserve the right to terminate your service without notice, if, in our sole and absolute discretion, we determine that have used the service or device for in any of the aforementioned ways. In the event of such termination, you shall be responsible for the full month's charges to the end of the current term, including, but are not limited to unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon termination of your service, in which case, we may also elect to forward relevant information, including your identity to the proper authority for investigation and prosecution. You shall consent to such forwarding information to these authorities. We will also be cooperative with law enforcement and other government agencies by providing requested information and communication. Moreover, we reserve the right to reserve the right to proceed against one who used the service unlawfully or improperly.

(3) for making telephone calls that use automatic dialing devices and terminate into electronic information services, pay-per-call services, or other domestic or international audiotext services;

(4) for international call-back offerings using uncompleted call signaling to any country, when that country has prohibited such an offering by statute or regulatory decision; or

(5) For business usage under a residential Service plan.

C. Vopcon may

(1) deny, for any lawful reason, your request for Service, or

(2) limit or allocate the facilities available to or used by any Service, if necessary, to manage its network in an efficient manner, meet reasonable Service expectations, furnish Service to existing and future customers based on forecasted customer requirements, or for any other lawful reason.

D. Vopcon may, without notice (consistent with governing laws or regulations), block traffic to or from specific countries, country codes, cities, city codes, local telephone exchanges ("NXX exchanges"), individual telephone stations, groups or ranges of individual telephone stations, or calls using certain customer authorization codes, whenever Vopcon deems it necessary to take such action to prevent (1) the unlawful use of Service; (2) nonpayment for Service; (3) the use of Service in violation of this Agreement; or (4) network blockage or the degradation of Service furnished to you or other customers.

V. PAYMENT OBLIGATIONS

A. You must provide Vopcon with a valid credit card number when the Service is activated. If the credit card expires, you close your credit card account or your billing address changes, or the credit card is cancelled and replaced because of loss or theft, you must advise Vopcon immediately. Vopcon will invoice all charges on a monthly basis, in advance, to your credit card, including but not limited to: activation fees and monthly Service fees, advanced feature charges, Equipment purchases and shipping and handling charges. Any charges not included in your rate plan and any additional usage charges are billed after each billing period. If Vopcon changes its rates, recurring monthly charges affected by such change will be assessed at the new rate for the full billing period during which the new recurring charge rate became effective.

B. Vopcon may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with Vopcon is declined or reversed, your credit card expires and you have not provided Vopcon with a valid replacement credit card or in case of any other non-payment of account charges. Termination of Service for declined or expired card, reversed charges or non-payment leaves you fully liable to Vopcon for all charges accrued before termination and for all costs incurred by Vopcon in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.

C. You are responsible for payment of all charges for Services furnished to you and anyone authorized by you to use your Service. This responsibility is not changed by virtue of any use, misuse, or abuse of your Service undertaken or caused by third parties.

D. You must promptly notify Vopcon of any change in your invoicing address or, if applicable, in the credit card or bank account used for payment. You should notify the Vopcon Customer Care Department by e-mailing Vopcon at the following address: CustomerCare@Vopcon .com.

E. Vopcon will invoice Customer for Services on a monthly basis in advance and all payments are due and payable by Customer without demand or setoff within thirty (30) days from the invoice date (the "Due Date"). Amounts not paid within twenty-nine (29) days of the invoice date will be considered past due. If you make any late payments, and we bill you for the Services, we will charge you a late fee of 1.5%, which we apply to that period's charges and any outstanding charges and late payment charges that remain unpaid at the time of the next bill. If the state law where you receive the Vopcon Services requires a lower rate, we will apply that rate.

F. If Vopcon becomes concerned at any time about your ability to pay for Services, Vopcon may require that you pay its charges within a specified number of days and that you make such payments in cash or the equivalent of cash.

G. If Vopcon hires a collection agency to collect, or attempt to collect, any charges owed Vopcon, and you will be liable to Vopcon for an additional payment equal to 35% of the charges owed, where permitted by applicable law. If Vopcon incurs any fees or expenses, including attorneys' fees, in collecting, or attempting to collect, any charges owed Vopcon other than by hiring a collection agency, you will be liable to Vopcon for the payment of all such fees and expenses reasonably incurred.

H. If billing systems or other support is not available for a Service, feature, surcharge, tax or other charge element at the time of Service provision, Vopcon will bill for that Service, feature, surcharge, or other charge element as soon as it is capable of doing so.

I. No Credit Allowances for Interruption of Service. You acknowledge and agree that the Service is provided "as is." Credit allowances for interruption of Service, including international calling services, will not be provided.

VI. CANCELLATION OF SERVICE

A. By the Customer

1.	If you cancel your Service after the thirty (30) day Money-Back Guarantee period, described in section III(C) above, you will be charged a Termination Fee, pursuant to Section III(B) above.
2.	If you cancel your Service with Vopcon, you will not be able to use the Device or Equipment. Equipment must return to Vopcon if provided when register.
3.	Cancellation may take up to two business days.
4.	Your credit card will be charged for any usage after contacting Vopcon to cancel your Service.
5.	All cancellations must be made through Vopcon's Customer Care Department at the toll-free number listed on the first page of your invoice.
6.	All cancellation or termination will release the owner right of the DID / Phone number. Vopcon does not hold any response for holding or transfer any DID / Phone number after account deactive.
7.	All cancellations will be effective on the date that you call Vopcon's Customer Care Department. Vopcon does not have the ability to schedule a cancellation for a future date.

B. By Vopcon

Vopcon reserves the right to discontinue furnishing Services, cancel your account, and/or block your access to Vopcon network, without incurring any liability, immediately and without notice if Vopcon deems that such action is necessary to prevent or to protect against fraud or to otherwise protect Vopcon's personnel, agents, facilities, or Services. Without limitation, Vopcon may take such actions if:

a.	You refuse to furnish information or furnish false information that (i) is essential for billing; or (ii) pertains to your creditworthiness, your past or current use of common carrier communications service, or your planned use of such service;
b.	You indicate that you will not comply with a request for security for the payment for the Services;
c.	Your Service usage charges exceed established parameters based on your history of usage, which may indicate a likelihood of non-payment or possible fraud;
d.	You have been given written notice by Vopcon of any past due amount (which remains unpaid, in whole or in part) for any of Vopcon 's or an affiliated carrier's service to which you either subscribe or had subscribed or used;
e.	You either refuse to pay when billed for Service or indicate to Vopcon , its affiliate, Primus Telecommunications, Inc., or an entity billing on Vopcon 's behalf that you do not intend to pay for Service used by you;
f.	You use, or attempt to use, Service with the intent to avoid the payment, either in whole or in part, of the charges for the Service by (i) using or attempting to use Service by rearranging, tampering with, or making connections to the Service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices;
g.	You act, or fail to act, in a manner that hinders or frustrates any investigation by Vopcon or others having legal authority to investigate your legal obligations;
h.	Your telephone equipment fails to pass back to Vopcon the appropriate signal to start and stop billing for a call;
i.	You were previously provided with notice of breach of these terms and conditions or other contract with Vopcon , took corrective action, but thereafter engaged in the same breach activity; or
j.	You act in a manner that is threatening, obscene, harassing, or abusive to Vopcon personnel.
k.	You act in violation of sections III (E). Or III (F) above
b.	International calls are priced on the basis of the country and city codes dialed by you. When the facilities of other U.S. or foreign carriers are used in establishing connections to points not reached by Vopcon 's network, Vopcon is not liable for refunds or damages if those calls do not terminate in the country, city or area codes associated with the called number.

Vopcon reserves the right to discontinue furnishing Services, cancel your account, and/or block your access to Vopcon network, without incurring any liability, immediately upon written notice to you if:

a.	Any invoice charges remain outstanding and owed by you after the thirtieth (30th) day from the date of the invoice notifying you of the charges;
b.	You fail to comply with a request by Vopcon for security for the payment for Services.

The discontinuance of Service(s) by Vopcon pursuant to these provisions does not relieve you of any obligation to pay Vopcon for charges due and owing for Service(s) furnished up to the time of discontinuance. Vopcon may charge you a Termination Fee if your Service is canceled pursuant to either section VI(B)(1) or (VI)(B)(2) above.

VII. LIABILITY

A. Vopcon will not be liable for: (i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, acts of terrorism, strikes, lockouts, work stoppages or other labor difficulties; and any law, order, regulation or other action of any governing authority or agency thereof; or (ii) delayed installation of Vopcon's facilities or commencement of Service.

B. With respect to any other factual allegation, legal claim, or dispute by you or by any others, for damages associated with the ordering (including the reservation of any specific number for use with a Service), installation (including delays thereof), provision, termination, maintenance, repair, interruption, or restoration of any Service or facilities offered by Vopcon , Vopcon 's liability, if any, will be limited as follows:

1.	With respect to the attempts to route calls to public safety answering points or municipal emergency service providers, as described in Section II, Vopcon's liability, if any, will be limited to the lesser of: (a) the actual monetary damages incurred and proved by you as the direct result of Vopcon's action, or failure to act, in routing the call, or (b) the sum of $1,000.00.
2.	With respect to the provisioning of, or any error or omission in, data, information, or content furnished in connection with any service provided by Vopcon, for example, Directory Assistance, Vopcon's liability will be limited to the lesser of: (a) the amount of actual money damages proven by you to have been incurred as the proximate result of your reliance on such data, information, or content; or (b) $100.00.
3.	Vopcon shall not be liable for any delays or incompletion or costs or charges pursuant to a delay or incompletion in local number portability (LNP).

C. IN NO EVENT WILL VOPCON BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT VOPCON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

D. Vopcon will be indemnified, defended, and held harmless by you against all claims of loss or damage arising from the use of Service furnished by Vopcon , including but is not limited to:

1.	Allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the material, data, information, or other content transmitted via Vopcon Service; and
2.	All other allegations and claims arising out of any intentional act or omission by you or others authorized by you to use the Service, in connection with any Service provided by Vopcon .

E. VOPCON MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT.
VOPCON DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON VOPCON 'S BEHALF AND YOU MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY BY VOPCON.

F. Vopcon will not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in Vopcon offerings made to you, or for damages associated with the Service, or Equipment that it does not furnish, or for damages that result from the operation of customer provided systems, Equipment, facilities or services that are interconnected with Vopcon Services.

VIII. DISPUTE RESOLUTION

IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR.

A. Binding Arbitration

The arbitration process established by this section is governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. Sec. 1-16. Both you and Vopcon have the right to take any dispute that qualifies to small claims court rather than arbitration. All other disputes arising out of or related to this Agreement or the Services (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory) must be resolved by final and binding arbitration. This includes any dispute based on any product, Service or advertising having a connection with this Agreement and any dispute not finally resolved by a small claims court. The arbitration will be conducted by one arbitrator using the procedures described by this Section. If any portion of this Dispute Resolution Section is determined to be unenforceable, then the remainder shall be given full force and effect. The arbitration of any dispute involving $10,000 or less shall be conducted in accordance with the Consumer Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement, which are in effect on the date a dispute is submitted to the AAA. The AAA's Commercial Arbitration Rules and fee schedules will apply to any disputes in excess of $10,000. You have the right to be represented by counsel in arbitration. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms. The arbitrator may not award punitive, exemplary or similar damages. The parties agree that an award of such damages will be void if issued.

NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS. THE ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT AND MAY NOT AWARD PUNITIVE DAMAGES OR ATTORNEYS' FEES UNLESS SUCH DAMAGES ARE EXPRESSLY AUTHORIZED BY A STATUTE. YOU AND VOPCON BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT.

B. Arbitration Information and Filing Procedures

Before you take a dispute to arbitration or to small claims court, you must first contact our Customer Care Department representative at the customer service number on your Vopcon invoice for the Services, or write to us at the following address and give us an opportunity to resolve the dispute:

Vopcon , Inc.
__________________

__________________

Attention: Customer Care Department

You must describe your dispute and provide Vopcon with any supporting documentation. Likewise, if Vopcon has a dispute with you, it will notify you by letter sent to your billing address and attempt to resolve it before pursuing arbitration.

If the dispute cannot be satisfactorily resolved within sixty (60) days from the date you or Vopcon is notified by the other of a dispute, then either party may then contact the AAA in writing at AAA Service Center, 2200 Century Parkway, Suite 300, Atlanta, GA 30345-3203 and request arbitration of the dispute. Information about the arbitration process and the AAA's Arbitration Rules and its fees are available from the AAA on the Internet at www.adr.org. The arbitration will be based only on the written submissions of the parties and the documents submitted to the AAA relating to the dispute, unless either party requests that the arbitration be conducted using the AAA's telephonic, on-line, or in-person procedures. Additional charges may apply for these procedures. Any in-person arbitration will be conducted at a location that the AAA selects in the state of your primary residence. Any arbitration shall remain confidential. Neither you nor Vopcon may disclose the existence, content or results of any arbitration or award, except as may be required by law, or to confirm and enforce an award. Judgment of the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE DATE THE BASIS FOR THE CLAIM OR DISPUTE FIRST ARISES.

C. Fees and Expenses of Arbitration

Each party must pay its own expenses associated with any arbitration, including its attorney's fees. If you file a request for arbitration, you will have to pay a filing fee in accordance with the AAA fee schedule. Under AAA rules, some costs such as the arbitrator's fees and expenses will be allocated between the parties

D. In addition to the procedures described in this Section for resolving a dispute, you may also have the right to file a complaint with an appropriate federal or state regulatory agency.

IX. MISCELLANEOUS PROVISIONS

A. Entire Agreement.

These Terms and Conditions constitute the entire Agreement between you and Vopcon, and supersede any and all prior agreements, oral or written, concerning the subject matter. If there is any inconsistency or conflict between the terms of any calling plan, promotion, and/or authorized written communications you have received and the provisions of this Agreement, the provisions of this Agreement will control.

B. No Obligation to Assist in Switching to a Different Provider.

If you either voluntarily cancel your Vopcon account or if Vopcon cancels your Service for any reason set forth above, Vopcon will have no obligation whatsoever to assist you in any respect in switching from Vopcon to another service provider.

C. Assignment.

Customers may not modify or assign this Agreement. In its sole and absolute discretion, Vopcon may assign this Agreement.

D. No Waiver of Rights.

If either party fails to enforce any right or remedy under this Agreement, that does not waive the right or remedy for any other breach or failure.

E. Binding Effect.

This Agreement is binding upon you and Vopcon and upon, respectively, your and Vopcon's agents and heirs.

F. Severability.

If any part or provision of this Agreement is finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, then that part or provision will be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts or provisions of this Agreement.

G. Governing Law.

This Agreement is governed by and construed under the laws of the Commonwealth of California and applicable federal law, without regard to its choice of law principles, except that the arbitration provisions in Section VIII shall be governed by the Federal Arbitration Act. This governing law provision applies no matter where you reside, or where you use or pay for the Services.

H. Survival.

Any liability or obligation of a party to the other party under the provisions of Sections I, II, IV, V and VII as applicable, will, in each case, survive cancellation or termination of this Agreement.

I. Headings of No Force or Effect.

Headings in this Agreement are for reference only and have no effect on the meaning of any provision.