Terms of Service

1. DEFINITIONS

“Service(s)” means provisioning of voices services, Internet access (including Shared Bandwidth and Dedicated lines), IP addressing, email, VPNs, firewalls, hosting, server collocation, hardware sales and all related support services.

1.1 “Software” means any computer programs or code, software applications, and any other software provided by ATEL Communications, Inc. to Customer pursuant to this Agreement.

2. SERVICES AND EQUIPMENT

2.1 ATEL Communications, Inc. Services. ATEL Communications, Inc. shall provide the Services to Customer on the terms and conditions set forth in this Agreement. ATEL Communications, Inc.'s obligations under this Agreement are expressly conditioned upon Customer's landlord granting ATEL Communications, Inc. or it's designated agents, contractors or representatives access to the building phone room and roof areas as necessary in ATEL Communications, Inc.'s judgment to deliver the Services and to install and maintain equipment.

3. INSTALLATION AND SOFTWARE LICENSES

3.1 Installation Process. ATEL Communications, Inc. or its agents will supply and install the ATEL Communications, Inc. Equipment within the Premises.

3.2 File Modification. As part of the installation process, system files on Customer's computer may be modified. ATEL Communications, Inc. does not represent, warrant nor covenant that such modifications will not disrupt the normal operations of Customer's computer. For these and other reasons, ATEL Communications, Inc. recommends, and Customer agrees, that Customer will back-up all files in accordance with Section 2.5 above prior to installation of the Service. If Customer does not back-up all existing computer files, Customer understands and accepts the associated risks of not doing so. ATEL Communications, Inc. SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE RESULTING FROM THE ABOVE OR OTHER FILE MODIFICATIONS.

3.3 Viruses. ATEL Communications, Inc. may run a third party virus check software on Customer's computer prior to installing software and setting up the Service on Customer's computer. ATEL Communications, Inc. does not represent, warrant nor covenant that the virus check software will detect or correct any or all viruses. If a virus or other harmful feature is detected, and Customer does not authorize ATEL Communications, Inc. to attempt to remove the same, the installation of the Service will be discontinued and this Agreement shall terminate. In addition, software or other content downloaded from the Service could contain a virus or other harmful feature, and it is Customer's sole responsibility to take appropriate precautions to protect Customer's computer from damage to its software, files or data. ATEL Communications, Inc. SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF ANY SOFTWARE, FILES OR DATA RESULTING FROM ANY VIRUS OR OTHER HARMFUL FEATURE.

3.4 Software.

3.4.1 Non-exclusive License. If Software is provided by ATEL Communications, Inc., ATEL Communications, Inc. grants to Customer a limited, non-exclusive license to use the Software, in object code form only, solely for the purpose of connecting Customer's computer(s)or sip aware device to the Service. This license will permit such use by Customer and any person authorized by Customer to use the Service, provided that Customer shall be responsible for all uses of the Service as provided in this Agreement. This license will commence upon ATEL Communications, Inc.'s acceptance of Customer's subscription for the Service and will terminate immediately upon the expiration or termination of this Agreement for any reason. Customer will destroy all Software and any related written material, together with any copies, promptly upon the expiration or termination of this Agreement for any reason.

3.4.2 Copies. Customer may make a single copy of the Software solely for back-up purposes, provided that such copy contains the same copyright notices and proprietary markings as the original Software. Customer cannot engage in, nor permit, any other copying, or any translation, reverse engineering or reverse compiling, disassembly or modification of or preparation of any derivative works based on the Software, all of which are prohibited.

3.4.3 End User Licenses. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any software or plug-ins to such software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires or is otherwise terminated.

4. PAYMENT

4.1 Fixed Monthly Service Fees. The cost for Services requiring a fixed monthly fee shall be as stated in the Customer Sales Order and shall be payable monthly, in advance, plus all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Fixed Service Fee(s)”). The Fixed Service Fee for the first month of Service shall be due and payable prior to installation of Service and if commencement of Service occurs on other than the first calendar day of the month then the Fixed Service Fee will be prorated by the number of calendar days remaining in the month. Thereafter, the Fixed Service Fee is due and payable in advance on the first day of each month and shall be considered late if not received by ATEL Communications, Inc. by the tenth calendar day of each month.

4.2 Variable Monthly Usage Fees. The cost for Services computed based on the usage by Customer and other variable factors shall be computed at the rates stated in the Customer Sales Order and shall be payable monthly, using a cut-off date selected by ATEL Communications, Inc., in arrears, plus all applicable taxes, tariffs, governmental assessments, surcharges and fees (collectively, the “Usage Fee(s)”). The rates for voice services set forth in the Sales Order shall be valid for the initial term, provided however, all rates for International Services are subject to change on five calendar days notice from ATEL Communications, Inc.. New rates are automatically effective on the 6th day from the date of such notice. ATEL Communications, Inc., upon 10 days notice, can adjust the rates for voice services to include the cost, if any, of tariffs, taxes or assessments imposed upon ATEL Communications, Inc. by any governmental agency. The Usage Fees are due and payable on the first day of the month billed and shall be considered late if not received by ATEL Communications, Inc. by the tenth calendar day of such month.

4.3 Installation Charge and Security Deposit. The charge for Installation shall be as stated in the Sales Order and shall be due and payable prior to installation. Charges for Advanced Installation are detailed in the Sales Order. An equipment deposit for ATEL Communications, Inc. Equipment to be used in the Customer Premises shall be as stated in the Sales Order and shall be due prior to installation and shall be refunded to Customer upon termination of service, provided said ATEL Communications, Inc. Equipment is returned in good working condition.

4.4 Agreement to Pay. Monthly payments and any other amounts due to ATEL Communications, Inc. may be charged to Customer's Visa, MasterCard, American Express or other credit card, and/or electronically debited to Customer's bank account, at Customer's option. Customer agrees to pay all monthly Service Fees, Usage Fees, the Installation Charge, and Equipment Deposit. Customer hereby authorizes ATEL Communications, Inc. to charge Customer's Visa, MasterCard or other credit card and/or to electronically debit Customer's bank account for all such fees, charges, taxes and payment transaction processing costs.

4.5 Late Payments/Failure to Pay. If any payment due to ATEL Communications, Inc. is not received within 10 days of due date, an administrative charge of 5% of the amount due may be assessed and the Service may be discontinued. If the Service is discontinued, Customer will be required to pay a reconnect fee of $200.00 in addition to all past due amounts before the Service is reconnected. The administrative charge is intended to be a reasonable advance estimate of ATEL Communications, Inc.'s costs resulting from Customer's late payments and non-payments, and is set in advance due to the difficulty inherent in determining the costs associated with any particular late payment or non-payment. ATEL Communications, Inc. does not anticipate that Customer will fail to make payments on a timely basis. ATEL Communications, Inc. does not extend credit to its Customer, and the administrative charge is not interest, a credit service charge nor a finance charge. In the event ATEL Communications, Inc., at its sole discretion, elects to use the services of a third party collection agency, the costs of such third party collection agent shall be paid by the Customer.

4.7 Price Changes. ATEL Communications, Inc. has the right to change its Service Fee at any time and upon 30 days advance notice unless otherwise stated in the Sales Order.

4.8 Additional Charges. The Service may allow Customer to access the Internet, on-line services and other information. Customer acknowledges that Customer may incur charges while using the Service in addition to those billed by ATEL Communications, Inc.. For example, Customer may incur charges as a result of accessing certain on-line services or purchasing or subscribing to certain other offerings. Customer agrees that all such charges, including all applicable taxes, are the sole responsibility of Customer.

4.9 Credit Inquiries. Customer authorizes ATEL Communications, Inc. to make inquiries and to receive information about Customer's credit experience from others, enter this information in Customer's file, and disclose such information concerning Customer to appropriate third parties for reasonable business purposes. ATEL Communications, Inc. reserves the right, in its sole discretion, to refuse to provide Service based upon lack of creditworthiness, or in the alternative to require a security deposit that will be returned to Customer, without interest thereon, upon the expiration or termination of Services assuming all amounts due ATEL Communications, Inc. have been paid in full. ATEL Communications, Inc. shall have the right to offset against the security deposit, in part or in full, for any amounts due ATEL Communications, Inc.

4.10 Prepayment Option. Customer may prepay any Fixed Monthly Service Fees for 12 months and receive a discount of 5%. The amount due shall be the then current monthly fee multiplied by twelve multiplied by 95%. Upon early termination the refund due shall be prorated using the calculation set forth in Section 7.1 and the monthly rate upon which the prepayment was calculated.

5. CUSTOMER CONDUCT

5.1 Prohibited Uses. Customer shall not use the Service or the ATEL Communications, Inc. Equipment, directly or indirectly;

5.1.1 for any unlawful purposes; use of the Service for transmission or storage of any information, data or material in violation of any United States federal, state or local regulation or law is prohibited, such limitation shall include, without limitation, posting or disseminating content which is obscene, unlawful, threatening, defamatory, or infringes upon the intellectual property rights of any third party;

5.1.2 to post, transmit or disseminate objectionable information, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law or regulation;

5.1.3 to access any other person's computer, software or data without the knowledge and consent of such person;

5.1.4 to upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way, information, software or other material obtained through the Service which is protected by copyright or other proprietary rights without obtaining permission from the owner(s);

5.1.5 to copy, distribute, or sublicense any software provided by ATEL Communications, Inc., except that Customer may make one copy of each software program for back-up purposes only;

5.1.6 to service, alter, modify or tamper with the ATEL Communications, Inc. Equipment or Service or permit any other person to do the same unless such person is authorized by ATEL Communications, Inc. to do so;

5.1.7 to restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the Service, including, without limitation, posting or transmitting any information or software which contains a virus or other harmful feature, or generating levels of traffic sufficient to impede others' ability to send or retrieve information;

5.1.8 to knowingly disrupt the Service;

5.1.9 to resell the Service or otherwise charge others to use the Service; the Service is for personal use only and Customer agrees not to use the Service for operation as an Internet service provider or for any other business enterprise in competition with the Service;

5.1.10 to connect the sip aware access device or media converter to any computer outside of Customer's Premises;

5.1.11 to allow or provide access to adult content material to anyone under the age of 18 years.

5.1.12 Fair Usage Policy. Calls to phones and mobile calls are included in your subscription subject to a fair usage limit of 2,000 minutes per subscriber line (sip trunk or hosted seat) per month. Once these limits are exceeded ATEL Communications, Inc. will charge the appropriate VT rates for any additional minutes used. Subscriptions are for individual use only. Each subscription is to be used by one person only and is not to be shared with any other user (whether via a PBX, call center, computer or any other means). International rates (outside the U.S. and Canada) are charged at the rates stated on our international rate deck and subject to change at any time. ATEL Communications, Inc. reserves the right to change this fair usage policy at any time. Your continued use of your subscription after expiry of the 30-day period shall constitute your acceptance to be bound by the terms and conditions of the ATEL Communications, Inc. fair usage policy.

5.1.13 Call Flooding. To protect the integrity if its network, ATEL Communications, Inc. may in its reasonable discretion, and without liability for damages of any type to Customer, its affiliates or End Users, temporarily block duplicate or repeated numbers dialed in succession, where ATEL Communications, Inc. considers the number of attempts to be potentially harmful to the network.

6. SERVICE INTERRUPTIONS

6.1 Prorated Credit. Except as otherwise required by law, Customer is entitled to a prorated credit upon request only in the event of a complete failure of the Service due to technical malfunction of the system or network operated by ATEL Communications, Inc. for a period of twenty-four (24) consecutive hours or more. To obtain a credit, Customer must request a credit in writing from ATEL Communications, Inc. within thirty (30) days of the failure. Credits shall be applied against future fees payable by Customer for the Service.

6.2 Force Majeur. ATEL Communications, Inc. shall have no liability, including as set forth in this Section, for interruption of the Service due to circumstances beyond ATEL Communications, Inc.'s control, including, without limitation, acts of God, flood, natural disaster, regulation or governmental acts, fire, civil disturbances, strike or weather.

7. AUTOMATIC RENEWAL AND TERMINATION

7.1 Termination by Customer. The Terms of this Agreement shall be as stated in the Sales Order beginning on the date of Installation and shall automatically renew for a period equal to the initial term on each anniversary unless written notice of cancellation is received by ATEL Communications, Inc. thirty days prior to the end of each Term. For Shared Bandwidth Services only, Customer may terminate this Agreement at any time after the first ninety (90) days of Service provided a) Customer gives thirty (30) days advance written notice and b) such notice is delivered to ATEL Communications, Inc. along with an early termination fee (“Shared Bandwidth Early Termination Fee”) equal to the Fixed Service Fee specified in the Sales Order multiplied by the lesser of i) three (3) or ii) the number of months remaining in the initial term or any extension thereof. For all other Services billed by a Fixed Service Fee, Customer may only terminate prior to the end of the Term stated in the Sales Order by giving written notice to ATEL Communications, Inc. and by payment of a Fixed Service Fee Termination Amount equal to the number of months remaining in the Term times the amount of the monthly Fixed Service Fee (“Fixed Service Fee Termination Amount”). For Services billed pursuant to Usage Fees Customer may only terminate prior to the end of the Term stated in the Sales Order by giving written notice to ATEL Communications, Inc. and by payment of a Usage Fee Termination Amount equal to the number of months remaining in the Term times the average of the prior three (or if less than three months have elapsed, using the actual number of months elapsed) month's Usage Fees (“Usage Fee Termination Amount”). All such types of Termination Fees described herein shall collectively or individually be known as Termination Fee(s). ANY TERMINATION NOTICE RECEIVED BY ATEL COMMUNICATIONS, INC. WHICH IS NOT ACCOMPANIED BY THE PAYMENT OF THE APPLICABLE TERMINATION FEE SHALL BE NULL AND VOID.

7.2 Termination by ATEL Communications, Inc. ATEL Communications, Inc. may terminate this Agreement immediately should Customer violate any of the terms of this Agreement. ATEL Communications, Inc. may also terminate this Agreement for any other reason by providing Customer with written notice of such termination no later than thirty (30) days before the date of termination. In the event that ATEL Communications, Inc. terminates this Agreement for any reason other than Customer's violation of the provisions of Section 5.1, Service Fees and other charges will continue to accrue through the date of termination, but all prepaid Service Fees and charges for cancelled Service will be refunded. If termination is due to violation of the provisions of Section 5.1, the termination amount will be equal to the number of months remaining in the Term times the amount of the monthly Fixed Service Fee;

7.3 Customer Obligations. Customer agrees that upon termination of this Agreement;

7.3.1 Customer will pay ATEL Communications, Inc. in full for Customer's use of the Service and ATEL Communications, Inc. Equipment up to the later of (i) the effective date of termination of this Agreement or (ii) the date on which the Service and the ATEL Communications, Inc. Equipment have been disconnected and returned to Simple Signal. Customer agrees to pay ATEL Communications, Inc. on a prorated basis for any use by Customer of the Service or ATEL Communications, Inc. Equipment for a part of a month;

7.3.2 Customer will permit ATEL Communications, Inc., its employees, agents, contractors and representatives to access Customer's Premises during regular business hours to remove the ATEL Communications, Inc. Equipment and other materials furnished by ATEL Communications, Inc.;

7.3.4 Customer will ensure the return of all ATEL Communications, Inc. Equipment to ATEL Communications, Inc.. Customer will return or destroy all copies of any software provided to Customer pursuant to this Agreement. If the ATEL Communications, Inc. Equipment is not returned, Customer agrees to pay the charges referred to in Section 2.4 above and ATEL Communications, Inc. shall have the right to charge such amounts to Customer's Visa, MasterCard or other credit card, or to electronically debit Customer's bank account;

7.3.5 Customer, upon request by ATEL Communications, Inc. made not more frequently than monthly, shall provide information regarding the number of desktop and/or portable computers connected to the ATEL Communications, Inc. Service during any month.

7.4 Retention of Rights. Nothing contained in this Agreement shall be construed to limit ATEL Communications, Inc.'s rights and remedies available at law or in equity. ATEL Communications, Inc. reserves the right to delete all data, files, electronic messages or other information any reason. arising out of or related in any way to the use of the Service and/or ATEL Communications, Inc. Equipment by Customer or otherwise arising out of the use of Customer's computer.

7.5 Survival. The terms set forth in Sections 2,3,and 4 shall survive the termination of this Agreement.

8. CONTENT

There may be some content on the Internet or otherwise available through the Service which may be offensive to some individuals or which may not be in compliance with all local, state, or federal laws, regulations, and other rules. ATEL Communications, Inc. assumes no responsibility for the content contained on the Internet or otherwise available through the Service. All content accessed by the Customer through the Service is access and used by the Customer at Customer's own risk and ATEL Communications, Inc. and each of its representatives, affiliates, subcontractors, employees, and agents, shall have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings arising out of or otherwise relating to access to such content by the Customer or the Customer's employees, affiliates, agents, or representatives. ATEL Communications, Inc. specifically disclaims any responsibility for the accuracy, quality, and confidentiality of information obtained through the Service.

9. MULTIPLE USERS

Customer acknowledges that Customer is executing this Agreement on behalf of all persons who use the Service and/or ATEL Communications, Inc. Equipment through Customer's computer(s), phone systems, PBXs and other telecommunications equipment. Customer shall have sole responsibility for ensuring that all such other users understand and comply with the terms and conditions of this Agreement. Customer further acknowledges and agrees that Customer is solely responsible and liable for any and all breaches of the terms and conditions of this Agreement whether such breach is the result of use of the Service and/or the ATEL Communications, Inc. Equipment by Customer or any other user of Customer's computer(s), phone systems, PBXs and other telecommunications equipment. Customer agrees to indemnify, defend and hold harmless Simple Signal against all claims and expenses (including reasonable attorneys' fees) arising out of the use of the Service and/or ATEL Communications, Inc. Equipment by any other user of Customer's computer(s), phone systems, PBXs and other telecommunications equipment.

10. IP ALLOCATION

10.1 Exclusions. UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR OTHERWISE PROHIBITED BY LAW, NEITHER ATEL COMMUNICATIONS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR ANY OWNER OR MANAGER OF THE BUILDING OR LAND IN WHICH CUSTOMER'S PREMISES IS LOCATED SHALL HAVE ANY LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR:

10.1.1 ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, THE USE OF THE SERVICE BY CUSTOMER OR ANY OTHER USE OF THE ATEL COMMUNICATIONS, INC. EQUIPMENT OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE RESULTING FROM OR ARISING OUT OF CUSTOMER'S RELIANCE ON OR USE OF THE SERVICE OR ATEL COMMUNICATIONS, INC. EQUIPMENT OR SOFTWARE, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION OR ANY FAILURE OF PERFORMANCE OF THE SERVICE OR ATEL COMMUNICATIONS, INC. EQUIPMENT OR SOFTWARE; OR

10.1.2 ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING LEGAL FEES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE ATEL COMMUNICATIONS, INC. EQUIPMENT OR SOFTWARE, OR SERVICE OR A THIRD PARTY INFRINGES UPON THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.

10.2 Application. The liability limitations set forth in this Section 10 apply to the acts, omissions and negligence of ATEL Communications, Inc. (and its officers, directors, employees, agents, contractors and representatives) which, but for this provision, would give rise to a cause of action in contract, tort or any other legal doctrine. However, the liability limitations set forth in this Section 10 shall apply to liability for personal injury or death only to the extent applicable law does not prohibit such limitation.

10.3 No Third Parties. No third party owner or manager of Customer's building or land is a party to this Agreement. Thus, no such owner or manager shall be responsible for, nor shall be liable for, the quality of the Service or ATEL Communications, Inc. Equipment.

10.4 Sole Remedies. Customer's sole and exclusive remedies under this Agreement are as set forth in this Agreement.

10.5 Emergency 911 and Directory Assistance. Customer shall coordinate and provide their own solution for Emergency 911 and Directory Assistance at their sole expense. ATEL Communications, Inc. is not responsible for providing this service and strongly urges the Customer to seek a safe and appropriate solution.

11. SERVICE GUARANTEE

11.1 Indemnification Obligation. Customer shall defend (with counsel reasonably acceptable to ATEL Communications, Inc.), indemnify and hold harmless ATEL Communications, Inc. and ATEL Communications, Inc.'s officers, directors, employees, agents, contractors and representatives from and against any and all claims and expenses, including reasonable attorneys' fees).

12. DISCONNECTION POLICY

Customer agrees that ATEL Communications, Inc. and/or its agents may, from time to time, collect information regarding Customer's use of the Service and activities on the Internet. Customer agrees that such information may be shared with third parties provided that (i) ATEL Communications, Inc. does not disclose any personally identifiable information to others except, as allowed by law and (ii) otherwise complies with applicable privacy laws. Customer expressly grants ATEL Communications, Inc. the right to disclose information relating to Customer and/or Customer's account in response to a subpoena issued in a civil or criminal investigation, litigation, court order or a civil investigation by a governmental entity.

13. FRAUDULENT CALLS

In the event Customer connects the Services to the public switched network, Customer is solely responsible for selection, implementation and maintenance of security features for protection against unauthorized calling, and ATEL COMMUNICATIONS, INC. shall have no liability therefore. Customer is solely responsible for payment of long distance, toll and other telecommunications charges incurred through use of the Services being provided hereunder. Customer shall indemnify and hold ATEL COMMUNICATIONS, INC. harmless from all costs, expenses, claims or actions arising from fraudulent calls of any nature carried by means of the Services. Customer shall not be excused from paying ATEL COMMUNICATIONS, INC. for Services provided to Customer or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event ATEL COMMUNICATIONS, INC. discovers fraudulent calls being made, nothing contained herein shall prohibit ATEL COMMUNICATIONS, INC. from taking immediate action, without notice to Customer that is reasonably necessary to prevent such calls from taking place. Notwithstanding, it is understood that ATEL COMMUNICATIONS, INC. is under no obligation to investigate the authenticity of calls charged to Customer's account and shall not be liable for any fraudulent calls processed by ATEL COMMUNICATIONS, INC. and billed to Customer's account.

14. HOSTING SERVICES

14.1 Controlling Law; Venue. The validity, performance, and interpretation of this Agreement will be governed and construed in accordance with the laws of the United States and the State of California, without regard to its conflicts of law provisions. The parties will voluntarily appear before and hereby consent and submit to the exclusive jurisdiction of the state and federal courts located in San Diego, California. If any dispute, litigation, or other action arises between the parties with respect to the matters covered by this Agreement, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys' fees, expert witness fees and out of pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

14.2 Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally, (ii) by commercially established courier service upon delivery or, if the courier attempted delivery on a normal business day and delivery was not accepted, upon attempted delivery, (iii) by facsimile transmission when confirmed by facsimile transmission, or (iv) by certified or registered mail, return receipt requested, ten (10) calendar days after deposit in the mail. Such notices shall be sent to the addresses set in the Sales Order or such other address as a party hereto shall notify the other party of in writing.

15. CALL RECORDING REGULATIONS

15.1 Call Recording Laws.

15.1.1 Recommendations for Buying or Installing a Call Recording System. Those interested in purchasing and/or installing a call recording system should familiarize themselves with their local, national, and international call recording laws. Call recording is an incredible business tool when integrated into a business practice. Especially for phone-based employee training, to prove compliance with industry regulations, billing support, dispute resolution and insurance claims. Ultimately, it is the responsibility of the call recording initiator to understand and adapt to the consent regulations involved with call recording.

15.1.2 The Legalities of Call Recording. Because call recording regulations are complicated-and the penalties for infringement strict-it's vitally important for organizations considering call recording to arm themselves with the knowledge and resources to legally protect their interests. The federal government, state governments, and the FCC all have different regulations that generally include wiretapping and eavesdropping legislation to determine call recording legality. The most common determinant of legality for all three entities, however, is the presence of consent.

15.1.3 Who Determines Call Recording Jurisdictions? Because there are three separate entities (i.e., the federal government, state governments, and the FCC) that determine call recording regulations, it's important to understand the jurisdictions of each:

• The Federal Government - The federal government does not define a large amount of specific legislation for call recording. It does, however, require one-party consent.
• State Governments - State governments generally have more well-defined call recording laws and penalties. With the exception of calls involving felonies or threats, only 13 states require all-party consent.
• The FCC - The FCC requires that all parties in a recorded interstate call be notified either verbally or through an intermittent beep of the recording. Lawsuits involving interstate telephone calls have been judged in both the originating state and in the receiving state, so it's recommended that the stricter state guidelines are followed when recording interstate calls.

15.1.4 What about International Laws? International call recording regulations vary widely, and the local government's telecommunications authority should be consulted prior to initiating a call recording system. Many countries do not have specific laws covering telecommunication issues, and thus operate on a case-by-case basis. In some countries, a corporate literature declaration of call recording is considered sufficient consent.

15.1.5 What is Call Recording Consent? One-Party and All-Party States- All states have their own laws regarding call recording. The key differentiator being that in some states one person on the call has to provide informed consent to the recording. In other states all parties on the call must consent to the recording. Most states are one-party states; however, there are 12 states that remain all-party states. Those jurisdictions are California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania and Washington. Be aware that you will sometimes hear these referred to inaccurately as "two-party consent" laws. If there are more than two people involved in the conversation, all must consent to the taping. It is illegal in all states to record a conversation to which you are not a party, do not have consent to tape, and could not naturally overhear.

• One-Party Consent- One-party consent implies that at least one person within the conversation is aware of the call recording-even if that person is the one actually conducting the recording. Thirty-eight states and the District of Columbia permit individuals to record conversations to which they are a party without informing the other parties that they are doing so.
• All-Party Consent- In all-party consent, everyone within the conversation must be informed of the call recording either by verbal notification or with an intermittent beep. Therefore, if two people are conducting a conversation and a third person joins in, the third person must be notified of the call recording to comply with regulation.

These laws are referred to as "one-party consent" statutes, and as long as you are a party to the conversation, it may be legal for you to record it. (Nevada also has a one-party consent statute, but the state Supreme Court has interpreted it as an all-party rule.) Federal law and most state laws also make it illegal to disclose the contents of an illegally intercepted call or communication. And undercover recording in a private place can prompt civil lawsuits for invasion of privacy.

15.1.6 Consent and its Limits - Generally, you may record, film, broadcast or amplify any conversation where all the parties to it consent. It is always legal to tape or film a face-to-face interview when your recorder or camera is in plain view. The consent of all parties is presumed in these instances. The use of hidden recorders is covered by the wiretap and eavesdropping laws. You should check with an attorney regarding the laws of your state or states, as well as federal laws.

15.1.7 Criminal Purpose - When thinking about taping a conversation: consent requirements under state and federal laws must always be met, and taping can be illegal if it is done in furtherance of a crime.

15.1.8 Trespass - A party, whose conversation is surreptitiously recorded, with a tape recorder, may also raise such claims as trespass and intrusion, examining the issue of the scope of a party's consent.

15.1.9 Expectations of Privacy - When using this recording software there may be a potential issue with whether or not the party had a reasonable expectation of privacy with regards to the use of the taped conversation.