WisperTel Terms and Conditions of Service

This agreement ("Agreement") is between WisperTel and an end user ("End User") of the WisperTel VoIP Voice Service. Any WisperTel services or products ("Services") provided to End User shall be governed by the terms and conditions herein. By activating the Services, End User acknowledges receiving, reading and understanding this Agreement and accepts the terms and conditions herein. End User acknowledges that they are of legal age to enter into this Agreement.

1. TERMS AND CONDITIONS. The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End User, including, without limitation, purchase orders and specifications. Any additional, different, or conflicting terms and conditions on any such document issues by end user at any time are hereby objected to by WisperTel, and any such documents shall be wholly inapplicable to any sale made or service rendered hereunder and shall not be binding in any way on WisperTel. No waiver or amendment to this contract or these terms and conditions shall be binding on WisperTel unless made in writing expressly stating that it is such a waiver or amendment and signed by a duly authorized representative of WisperTel.

2. TERM. The term of this Agreement ("Term") begins on the date that End User purchases Services and continues monthly for the duration of the service period. At the end of the current Term, the Term is automatically renewed unless End User provides WisperTel, prior to the end of the current Term, notification of intention to terminate the service. End User agrees to pay for Services for the duration of the Term. Expiration of the Term does not alleviate End User of responsibility for paying all unpaid, accrued charges due hereunder. For End Users who choose to rent equipment, if the End User chooses to terminate the Services before the end of the current rental term, disconnection fees may apply as set forth in sections 4.2.2 and 4.2.8.

3. LIMITATIONS FOR 911 EMERGENCY DIALING.

a. 911. End User acknowledges that WisperTel's Services do not support traditional 911 emergency dialing, whereby calls are automatically routed to an emergency 911 operator with the caller address appearing on the operator computer. WisperTel does offer limited 911 services, in which end user 911 dialed calls are routed to the nearest Public Safety Answering Point office (PSAP). Typically these calls are answered by the front desk of the PSAP and then routed to an emergency operator at that location. However, some PSAP will not accept calls in this manner. End-User agrees to notify, as appropriate, any of its users of the Services who may place calls using End-User phone services. WisperTel advises End-User to maintain an alternative means of accessing traditional 911 services such as traditional telephone services or cellular phone services.

b. Outages due to Electrical, Internet or other General Failures. End-User acknowledges that the Services will not function in the absence of electrical power, access to the Internet or other general failures associated with the VOIP network. End-User acknowledges that the Services will not function if there is an interruption of End-User broadband or high-speed Internet access service.

c. Non-Voice Systems. End-User acknowledges that the Services are not set up to function with out-dialing systems including home security systems, medical monitoring equipment, satellite television systems and some facsimile systems. By consenting to these terms and conditions, End-User waives any claim against WisperTel for interruption or disruption of such systems by the Services.

4. PURCHASED EQUIPMENT.

a. To provide the Services, WisperTel may provide Equipment to End User. All Equipment shipments are F.O.B. "WisperTel's facility." WisperTel's liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to End User upon delivery to carrier.

b.WisperTel will not cover replacement for lost, stolen, mistreated or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by WisperTel, and End User will be responsible to pay return shipping charges.

c. All returned Equipment must be returned within the first thirty (30) days after delivery for a refund of the cost of the device, less a twenty percent (20%) restocking fee. All return items must be returned in original packaging with all associated items, undamaged and in good working order in order to receive a refund.

d. Items that are damaged or defective may be returned within sixty (60) days of purchase for replacement. All damaged items must be returned in original packaging with all associated items in order to receive a refund.

e. With respect to any manufacturers warranty on equipment, WisperTel will honor those warranties provided the procedures of those applicable warranties are followed. End User shall be required to obtain authorization from WisperTel to return any Equipment. WisperTel will provide replacement Equipment only if the Equipment is deemed to be defective and covered under the warranty. Note: If WisperTel customer is past due on any of its payments for equipment, then those units will not be eligible for warranty claims.

5. EQUIPMENT RENTAL AGREEMENT

a. RENTAL SELECTION, INSTALLATION AND ACCEPTANCE. By electing to rent your Equipment (Equipment) you agree to rent from us and we agree to rent to you, subscriber Equipment necessary to receive WisperTel E-phone services on the terms and conditions contained in this Rental Agreement (the Agreement). You agree that, at any time during the term of this Agreement, WisperTel may substitute the Equipment with other equipment with equivalent functionality at the discretion of the WisperTel without charge to you, if in WisperTels opinion such replacement is necessary in order for WisperTel to continue to deliver services to you. You hereby grant us and WisperTel or its agents the right to enter any premises of yours or under your control, without any liability for damage, trespass or any other reason, to install, repair or de-install the Equipment. You expressly agree that you reviewed the disclosures hereon in advance of the executing this Agreement. You represent and warrant that you have selected the WisperTel Equipment in your own judgment, and, having done so, you authorize us to enter into a supply contract with WisperTel. We are not WisperTel, nor the dealer, nor the manufacturer of the Equipment. We make no warranties as to the performance, reliability, quality, condition or capacity of the Equipment. We are not liable for any damage to you if, for any reason, WisperTel delays or fails to deliver, install or repair any or all of the Equipment or services, now or in the future. This Agreement is a finance lease under the UCC.

b. RENTAL TERM. You agree to pay rental payments of one U.S. dollar and ninety-five cents per month ($1.95/month) on a month-to-month basis plus all other sums owed by you to WisperTel under its Customer Agreement and WisperTel as written herein including a disconnect fee of sixty U.S. dollars ($60.00, see below for credit). WisperTel is renting the Equipment to you as-is. You do not have nor will you develop (by any payments, invoices or otherwise) any equity, right, title or other interest in or to the Equipment other than that of a renter. To the extent permitted by law, you agree to reflect the Equipment as rental equipment and affirm our title in the Equipment. The Equipment is and shall remain our property regardless of its use or any attachments to real property. Your obligations under this Agreement are unconditional and irrevocable notwithstanding the discontinuance or interruption of the service supplied to you by WisperTel. You agree that you shall not assert any disruption of discontinuation of service by WisperTel or any other cause as a defense or a claim for setoff against your obligations under this Agreement.

c. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. You shall not use the Equipment except to receive WisperTel services and you shall not modify the Equipment in any way without the express written permission of WisperTel. In any event, you bear the entire risk of loss due to theft, vandalism, disappearance, destruction or damage (loss) to the Equipment from any cause whatsoever and you may be required to purchase a replacement. Replacement charges will be based on the fair retail price of the Equipment, plus applicable shipping costs and taxes. You are required to make all rental payments and fulfill all your obligations under this Agreement even if there is a loss. You shall immediately notify WisperTel of any stolen or damaged Equipment and shall cooperate with WisperTel in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At WisperTel's sole option, failure to report stolen or damaged Equipment in a timely manner will cause you to be responsible for all service fees accrued until the time that WisperTel is informed of the loss or theft and can effect a termination of WisperTel's services.

d. ASSIGNMENT; WAIVER OF DEFENSES. We may, without notifying you, sell, assign, and/or grant a security interest in this Agreement or our rights in the Equipment. You agree that the new owner will have all the same rights and benefits that we now have under this Agreement. The rights of the new owner will not be subject to any claim, defense, or set-off that you may have against us. You agree that after you receive a notice of assignment, that your monthly rental payment will be paid by valid credit card charge initiated by WisperTel which are due under this Agreement. You agree that if, for any reason, you are not satisfied with the Equipment, its installation or operation, any claim you wish to make will be made solely against the original manufacturer of the Equipment or WisperTel, and you will promptly pay us (or our assigns) all amounts due under the Agreement regardless of such claim. You shall not by function of law or otherwise, sublet, sublease, abandon, assign, transfer, suffer liens or attachments, pledge or otherwise dispose of or surrender any Equipment without our prior written consent.

e. GOVERNING LAW AND NOTICE: This Agreement shall be governed by the laws of the State of Colorado. Your grant of a security interest and any related filings shall not be construed as meaning that this Agreement is not a true lease under the UCC.

f. INDEMNITY. You are responsible for any liability, damage, loss, penalties, claims, suits and actions (collectively Claims) arising out of the selection, ordering, purchase, rejection, transportation, storage, non-delivery, possession, operation, control, use, condition, repairs, maintenance, installation, delivery, return or disposition of the Equipment. You agree to reimburse us for, and if we request, to defend us against any and all Claims. Your responsibility under this paragraph shall survive the termination and expiration of the Term of the Agreement.

g. PAYMENT/REMEDIES/DEFAULT. You agree that your monthly rental payment will be paid by valid credit card charge initiated by WisperTel, at regular intervals approximately thirty (30) days apart, unless instructed otherwise by us. Additionally, a default under this Agreement will constitute a default under your agreement for service with WisperTel and WisperTel will terminate your service. You are in default under this Agreement if you fail to pay any rental payments or other amount owed by you within ten (10) days of its due date. If any rental payments are due, but unpaid within thirty (30) days of its due date for any reason including but not limited to, non-payment or declined Credit Card charges, WisperTel may suspend or terminate your services and all accrued charges shall be immediately due. WisperTel will charge you interest of one and one half percent (1.5%) per month on outstanding charges and a late fee of ten per cent (10%) of the owed balance. If payment is not made in full within sixty (60) days, WisperTel has the right to send to collection and to repossess the Equipment without liability for damage or trespass.

h. TERMINATION. Equipment must be returned to WisperTel within fourteen (14) days of the termination of service to receive a credit for the one sixty U.S. dollars ($60.00) disconnect fee, provided: (i) Equipment is undamaged, reasonable wear and tear excluded, and is in good working order; (ii) all components and hardware are returned; and (iii) Equipment is returned with a valid return authorization number obtained from WisperTel's Customer Care Department. You are responsible for the cost and risk of de-installation and return of Equipment.

i. HAZARD WARRANTY. As a WisperTel VoIP subscriber renting your equipment, you agree to accept the hazard insurance for your ATA as a term of this rental at an additional $1.00 per month. Please see http://www.wispertel.com/hazard.html for more specific information on the warranty.

5. BILLING, CHARGES AND PAYMENT.

a. PAYMENT. Upon purchase of the Service, End User must provide WisperTel with a valid credit card number from an accepted issuer (American Express, Discover, MasterCard or Visa). End User authorizes WisperTel to charge the credit card number provided by End User ("Credit Card") for all charges arising from End User's use of the Services. End User agrees to notify WisperTel of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. WisperTel shall not be responsible for any charges made by the Credit Card issuer to End User's Credit Card account for exceeding credit limit, insufficient funds or other reasons.

b. CREDIT TERMS. All Services provided to End User and covered by the Agreement shall at all times be subjected to credit approval or review by WisperTel. End User will provide such credit information or assurance as is requested by WisperTel at any time. WisperTel, in its sole discretion and judgment, may discontinue credit at any time without notice.

c. BILLING. WisperTel will provide End User with a monthly on-line invoice for the Services and bill all charges invoiced to End User's account to the Credit Card. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges. Monthly service fees are paid in advance of each month's service; toll charges and any other applicable charges are billed at the end of each month's service. WisperTel reserves the right to charge the Credit Card for toll charges at any time if End User's cumulative toll charges for the current month exceed two hundred and fifty dollars ($250.00). Billing for monthly service fees commences upon purchase of the Services, and the first month's monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated. Thereafter, billing for monthly phone services will occur in advance of the month the Services are provided, whereas billing for any toll or long-distance charges will occur in arrears.

d. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined Credit Card charges, WisperTel may suspend or terminate the Services and all accrued charges shall be immediately due. WisperTel will charge End User interest (1.5% per month) on those charges and a late fee of 10% of the owed balance. If End User fails to pay WisperTel within 30 days of billing date, WisperTel has the right to disconnect the Services without notice and/or send to collection. Upon disconnect, End User agrees to immediately pay all amounts owed to WisperTel. Re-establishment of Service fees of $50.00 and a penalty of $25 apply to ALL disconnected accounts. Upon disconnect, a valid credit or debit card will be required to reinstate service. If payment is not made in full within 60 days, WisperTel has the right to repossess the End User unit to offset monies owed without liability for damage or trespass.

e. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility or other similar taxes. All such taxes shall be paid by End User and will be added to any amounts otherwise charged to End User unless End User provides WisperTel with an appropriate exemption certificate. If any amounts paid for the Services are refunded by WisperTel, applicable taxes may not be refundable. At the present time, under the terms of "WisperTel's VoIP phone service, federal excise taxes are applicable, as are sales taxes on the ATA should End User choose to purchase.

f. CREDITS. End User acknowledges and agrees that the Services are provided "as is, where is." Credit allowances are under the sole discretion of WisperTel.

g. DISCOUNTS. From time to time in its sole discretion, WisperTel may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be entered by End User upon purchase of the Services. End User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.

h. BILLING DISPUTES. End User must dispute any charges for the Services within thirty (30) days of receipt of the monthly on-line invoice or End User waives any objection.

6. TOLLS. Every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN") is subject to the then-applicable toll charges that are associated with the Plan. Every call to or from Equipment using the Services that originates or terminates with a SIP service provider that is not affiliated or associated with WisperTel will also count as PSTN minutes and be subject to the then-applicable toll charges that are associated with the Plan. Domestic long distance calls are billed in six (6) second increments. Calls to a phone number outside the United States and Canada to a non-WisperTel account or IP partner will be charged at the current rates published on the WisperTel-E-Phone website. The duration of each call from the US to international destination is to be calculated in six (6) second increments after a thirty (30) second minimum. Calls to Mexico are rounded to the minute.

7. TELEPHONE NUMBER. Telephone numbers provided by WisperTel ("Number") to the End User shall be leased and not sold. End User is not to use the Number with any other device other than the Equipment without the express written permission of WisperTel. WisperTel reserves the right to change, cancel or move the Number at its sole discretion. If, however, the End User chooses to 'port' their existing phone number into the WisperTel VoIP service, the End User shall also be able to 'port' the number out of the WisperTel network upon termination of service if the End User has maintained an account in good standing with WisperTel.

8. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Equipment in any way without the express written permission of WisperTel. End User shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, End User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. End Users who have existing Equipment belonging to WisperTel shall pay WisperTel for any such lost, stolen or broken Equipment in an amount equal to the retail price of the Equipment. End User shall immediately notify WisperTel of any lost or stolen Equipment and shall cooperate with WisperTel in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At WisperTel's sole option, failure to report lost or stolen equipment in a timely manner will cause End User to be responsible for all service fees accrued until the time that WisperTel is informed of the loss or theft and can effect a termination of the Services.

9. PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of WisperTel or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services. End User understands that neither WisperTel nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End User agrees that it will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the network. End User agrees and represents that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of WisperTel. Use of service shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with residential or small business usage.

10. UNLIMITED MINUTE USAGE PLANS; CHANGES TO THE AGREEMENT, SERVICES OR PLAN. WisperTel reserves the right to review usage of unlimited minute usage plans to ensure that there is no end-user abuse of such plans. End-user agrees to use unlimited minute plans for normal voice calls and will not employ methods or devices to take advantage of unlimited plans by using service excessively or for means not intended by WisperTel. WisperTel may terminate service immediately if, in its sole discretion, end-user is abusively using the unlimited minute plan. WisperTel reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan ("Change of Service"). In the event of a Change of Service, WisperTel will post to the website currently located at terms.html. Notice will be considered received by End Users and such changes will become binding to End Users, on the date the changes are posted to the website ("Change Date"), and no additional notice will be required. WisperTel will post all changes thirty (30) days in advance of the effective date of change. If End User does not send WisperTel notification of their desire to terminate this agreement or uses the Service after the Change Date, End User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End User does not consent to the change of service and terminates this agreement, End User will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge will apply. WisperTel may decrease prices for the Services or Plans without providing any prior notice to End User.

11. TERMINATION. End User agrees to provide WisperTel with thirty (30) days notice of termination. End User shall be responsible for the full monthly service fee for the month during which the notice of termination of service is provided to WisperTel. In accordance with section 4.2.8, a disconnection fee may apply. WisperTel reserves the right, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, End User's breach of this Agreement, End User's failure to pay any sum due hereunder, suspected fraud or other activity by End User that adversely affects the Services, WisperTel, "WisperTel's network or other End Users' use of the Services. WisperTel reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that "WisperTel's determination is final and binding on End User. WisperTel may require an activation fee to change or resume a terminated or suspended account.

12. PRIVACY. WisperTel utilizes the public Internet and third party networks to provide voice and video communication services. Accordingly, WisperTel cannot guarantee the security of voice and video communications of End User. WisperTel is committed to respecting End User's privacy. Once End User chooses to provide personally identifiable information, it will only be used in the context of the End User's relationship with WisperTel. WisperTel will not sell, rent, or lease End Users' personally identifiable information to others. Unless required by law or subpoena or if End User's prior permission is obtained, WisperTel will only share the personal data End User provides with other WisperTel entities and/or business partners that are acting on "WisperTel's behalf to complete the activities described herein. Such WisperTel entities and/or national or international business partners are governed by "WisperTel's privacy policies with respect to the use of this data. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, WisperTel may disclose personally identifiable information.

13. TECHNICAL SUPPORT. WisperTel provides technical support to End Users via telephone and e-mail for the Services and the Equipment provided. Support for other applications and uses is not provided or implied.

14. BREACH. In the event of End User's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse WisperTel for all attorney, court, collection and other costs incurred by WisperTel in the enforcement of "WisperTel's rights hereunder and WisperTel may keep any deposits or other payments made by End User.

15. INDEMNIFICATION. End User agrees to defend, indemnify and hold WisperTel, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.

16. DISCLAIMER OF CONSEQUENTIAL DAMAGES. In no event shall WisperTel or its vendors be liable for any special, incidental, indirect, punitive or consequential damages or for any damages, including but not limited to loss of data, loss of revenue or profits, or arising out of or in connection with the use or inability to use services or products provided hereunder whether due to a breach of contract, breach of warranty, the negligence of WisperTel or its vendors or otherwise.

17. WARRANTY AND LIABILITY LIMITATIONS. WisperTel makes no warranties, express or implied, including, but not limited to, and implied warranties of merchantability or fitness for a particular purpose. Neither WisperTel nor its vendors will be liable for unauthorized access to "WisperTel's or end user's transmission facilities or premise equipment or for unauthorized access to or alteration, theft or destruction of end user's data files, programs, procedures or information through accident, fraudulent means or devices, or and other method, regardless of whether such damage occurs as a result of "WisperTel's or its vendors' negligence. Any claim against WisperTel must be made within 90 days of the event of the claim and WisperTel has no liability thereafter. "WisperTel's liability is limited to repair, replacement, credit or refund. WisperTel may elect to provide a refund in lieu of credit, replacement or repair. All warranties cover only defects arising under normal use and do not include malfunctions or failures resulting from misuse, abuse, neglect, alteration, modification, improper installation, or repairs by anyone other than WisperTel. In no event shall "WisperTel's total liability hereunder exceed the amounts paid by the end user to WisperTel in the prior twelve (12) months from the date of claim.

18. EXPORT COMPLIANCE. End User agrees to comply with U. S. Export laws concerning the transmission of technical data and other regulated materials via the Services. End User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.

19. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End User by WisperTel or its vendors.

20. SOFTWARE COPYRIGHT. Any software used by WisperTel to provide the Services and any software provided to End User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End User may not copy the software or any portion of it.

21. SURVIVAL. The provisions of section 4, 5, 14, 15, 16, 17 and 21 shall survive any termination of the Agreement.

22. NOTICES. WisperTel communicates with End Users primarily via email. Notices to End User shall be sent to the email address specified by End User at the time of registration for the Services or as subsequently specified by End User ("Email Address"). End User is responsible for notifying WisperTel of any Email Address changes. End User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that End User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.

23. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). WisperTel shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of WisperTel as may occur in spite of "WisperTel's best efforts.

24. GOVERNING LAW / RESOLUTION OF DISPUTES. a. Mandatory Arbitration. Any dispute or claim between End User and WisperTel arising out of or relating to the Service or Equipment provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules . The arbitration shall take place in Jefferson County, Colorado and shall be conducted in English. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial. b. Governing Law. The Agreement and the relationship between you and WisperTel shall be governed by the laws of the State of Colorado without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 25.1, End User and WisperTel agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Colorado, to the extent possible in Jefferson County, and waive any objection as to venue or inconvenient forum. The failure of WisperTel to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. End User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

25. ENTIRE AGREEMENT. The terms and conditions of this Agreement constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of WisperTel and End User.

Updated 9/20/06
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