Terms of Service

TelCentris Subscriber Agreement

1. SERVICE

1.1 Term: Service is offered on a term which begins on the date that TelCentris activates your Service and ends on the day before that same date in the final year of said term. Unless otherwise specified the Term of this Agreement will automatically revert to month to month service, upon expiration of any existing contracted term, until such a time as service and terms are renegotiated by the Customer or a 30 day written notice of termination is received by TelCentris. You will be responsible for early termination fees of the full monthly recurring charges for all terminated services to the end of the then-current term, including without limitation unbilled charges, waived fees, and term discounts, all of which immediately become due and payable. The early termination fee becomes due and payable immediately upon termination, and will billed directly to the Customer, or to Customer's credit card for those customers who elect the credit card billing option, unless terminated for material breach of this Agreement. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement.

1.2 Use of Service and Equipment – Acceptable Use Policy and Prohibition on Resale (a) You are not to resell or transfer the Service or Equipment to any other person for any purpose, without express written permission from TelCentris in advance. (b) You agree not to use TelCentris Service for auto-dialing, continuous or extensive call forwarding, fax broadcasting or fax blasting. TelCentris reserves the right to immediately terminate or modify the Service, if TelCentris determines, in its sole discretion, that Customer’s Service is being used for any of the aforementioned activities. (c) TelCentris reserves the right to terminate Service or bill for any usage that exceeds 7,000 minutes of use per line or channel, per month on any Service provided.

1.3 Lawful Use of Service & Equipment Prohibited Uses: You agree to use the Service and Equipment only for lawful purposes. Without limitation, you agree not to use the Service or Equipment for transmitting or receiving any communication or material of any kind which in TelCentris' sole judgment the transmission, receipt or possession of such communication or material: (i) would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, provincial, national or international law or (ii) encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, provincial, state, national or international law (the uses described in clauses (i) and (ii) above are collectively referred to as “Prohibited Uses”). TelCentris reserves the right to terminate your service immediately and without advance notice if TelCentris has proof that you are using the Service or Equipment for a Prohibited Use. Upon any such termination, you shall continue to be responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable and may at TelCentris’ discretion be immediately charged to your credit card. You are liable for any and all use of the Service and/or Equipment by yourself and by any person making use of the Service or Equipment provided to you and agree to indemnify and hold harmless TelCentris against any and all liability for any such use. If TelCentris, has proof that you have used the Service or Equipment for a Prohibited Use, TelCentris may forward the objectionable material, as well as your communications with TelCentris and your personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.

1.4 Loss of Service Due to Power Failure or Internet Service Outage or Termination or Suspension or Termination by TelCentris: You acknowledge and understand that the Service does not function in the event of power failure. You also acknowledge and understand that the Service requires a fully functional broadband connection to the Internet and that, accordingly, in the event of an outage of, or termination of service with or by your Internet service provider ("ISP") and/or broadband provider, the Service will not function, but that you will continue to be billed for the Service unless and until you terminate the Service in accordance with this Agreement. Should there be an interruption in the power supply or ISP outage, the Service will not function until power is restored or the ISP outage is cured. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Service. Power disruptions or failures, or ISP outages will also prevent dialing to emergency service numbers including the 911 calling feature. Should TelCentris suspend or terminate your Service, the Service will not function until such time as TelCentris restores your Service (which may require payment of all invoices and reconnection fees owed by you and/or cure of any breach by you of this Agreement). (a) Quality of Services (QOS) Exclusions: TelCentris is not responsible for the speed or quality of any Internet connection that is being provided by any service provider. Any service disruptions that result from such a Customer provided Internet connection, or networking equipment, as well as restoration of said Internet connection, or networking equipment, are the sole responsibility of the Customer.

1.5 Copyright / Trademark / Unauthorized Usage of Equipment, Firmware or Software: The Service, Equipment and all firmware and software used to provide the Service are provided to you in conjunction with providing the Service, or embedded in the Equipment, and all Services, information, documents and materials on TelCentris' 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 TelCentris are and shall remain the exclusive property of TelCentris and nothing in this Agreement shall grant you the right or license to use any such marks.

1.6 Theft of Service: You agree to notify TelCentris immediately, in writing or by calling the TelCentris customer support line, if the Equipment is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. When you call or write, you must provide your account number and a detailed description of the circumstances of the Equipment theft or fraudulent use of Service. Failure to do so may result in the termination of your Service and additional charges to you. Until such time as TelCentris receives proper notice of the theft or fraudulent use, you will be liable for all use of the Service using Equipment stolen from you and any and all fraudulent use of the Service.

1.7 Number Transfer on Service Termination: Upon termination of the Service, TelCentris will release a telephone number that was ported in from a previous service provider to TelCentris by you or a telephone number provided By TelCentris for the sole purpose of using them in conjunction with Service provided by TelCentris, and used in connection with your Service provisioned by TelCentris to your new service provider, if such new service provider is able to accept such number, and provided that: (i) your account has been terminated; (ii) your TelCentris account is current including payment for all charges and disconnect fees; and (iii) you request the transfer upon terminating your account.

1.8 Service Distinction: You acknowledge and understand that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the enhanced Service offering provided by TelCentris. The Service is subject to different regulatory treatment than telephone service. This treatment may limit or otherwise affect your rights of redress before Federal, Provincial or other telecommunications regulatory agencies.

1.9 Ownership and Risk of Loss: You shall be deemed the owner of the Equipment, and bear all risk of loss of, theft of, casualty to or damage to the Equipment, from the time it is received by you until the time (if any) when it is returned by you and has been received by TelCentris.

1.10 No 0+ Calling; May Not Support x11 Calling: TelCentris’ Service does not support 0+ calling (including without limitation collect, third party billing or calling card calling). TelCentris’ Service may not support 311, 511 and/or other x11 (other than 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.

1.11 Directory Listings: TelCentris does not automatically provide directory listings. May be available in select serving area and by request only.

2. EMERGENCY SERVICES- 911 DIALING

2.1 Non-Availability of Traditional 911 or E911 Dialing Service : You acknowledge and understand that the Service does NOT support traditional 911 or E911 access to emergency services. TelCentris does offer a limited 911-type service available, only on certified equipment as described herein. You acknowledge and understand that 911-type dialing is NOT automatic, that you must separately take affirmative steps, as described in this Agreement, to activate such 911-type dialing capabilities and that such 911-type dialing is different in a number of important ways (some, but not necessarily all, of which are described in this Agreement) from traditional 911 service. TelCentris 911 dialing cannot be used in conjunction with a TelCentris Soft Phone application and is only available on TelCentris-certified.

2.2 Description of 911-Type Dialing Capabilities - Activation Required: TelCentris does offer a 911-type dialing service provided by a third-party, that is different in a number of important ways from traditional 911 service. You acknowledge and understand that 911-type dialing is NOT automatic. When you dial 911, your call is routed from the TelCentris network to TelCentris’ third-party 911 service provider, to the Public Safety Answering Point (PSAP) or local emergency service personnel designated for the address that you listed at the time of activation. You acknowledge and understand that when you dial 911 from your Certified equipment it is intended that you will be routed to the general telephone number for the PSAP or local emergency service provider and may not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. TelCentris relies on a third-party for the forwarding of information underlying such routing, and accordingly TelCentris disclaims any and all liability or responsibility in the event such information or routing is incorrect. As described herein, this 911-type 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. Neither TelCentris nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to 911 dialing unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of TelCentris. You agree to indemnify and hold harmless TelCentris from any claim or action arising out of misroutes of 911 calls, including but not limited to your failure to follow correct activation procedures for 911 calling or your provision to TelCentris of incorrect information in connection therewith.

2.3 Service Outage (a) Power Failure or Disruption: You acknowledge and understand that 911 dialing does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service and 911 dialing will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Service or 911 dialing. (b) Broadband Service / ISP Outage or Termination / Suspension or Termination by TelCentris: You acknowledge and understand that service outages or suspension or termination of service by your broadband provider and/or ISP will prevent ALL Service including 911 dialing. (c) Service Outage Due to Suspension of Your Account: You acknowledge and understand that service outages due to suspension of your account as a result of billing issues will prevent ALL Service, including 911dialing. (d) Other Service Outages: You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement. (e) Limitation of Liability & Indemnification: You acknowledge and understand that TelCentris’ liability is limited for any Service outage and/or inability to dial 911 from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless TelCentris, 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 absence, failure or outage of the Service, including 911 dialing and/or 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.

2.4 Dialing Requires Registration: You acknowledge and understand that 911 dialing does not function unless you have successfully registered your phone location by designating the correct physical address of each phone by means of a signed customer order form. You acknowledge and understand that you cannot dial 911 from this line unless and until you have received a confirming email.

2.5 Failure to Designate the Correct Physical Address When Activating 911 Dialing: Failure to provide the current and correct physical address and location of your certified equipment will result in any 911 communications you may make being routed to the incorrect local emergency service provider. This must be the actual physical street address where you are located, not a post office box, mail drop or similar address.

2.6 Requires Re-Activation if You Change Your Number or Add or Port New Numbers: you acknowledge and understand that 911 dialing does not function if you change your phone number or (for such newly added or ported numbers) if you add or port new numbers to your account, unless and until you have successfully registered the new location with TelCentris by means of a signed order form, and until such later date that such activation has been confirmed to you through a confirming email. Although you may have activated 911 dialing with your former TelCentris phone number, you must separately register for 911 dialing for any changed or newly added or ported number.

Requires Re-Activation if You Move or Change Location: You acknowledge and understand that 911 dialing does not function properly or at all if you move or otherwise change the physical location of your Certified equipment to a different street address, unless and until you have successfully registered the new location with TelCentris by means of a signed order form, and until such later date that such activation has been confirmed to you through a confirming email. 911 dialing must be re-activated although you may have activated 911 dialing using your former address, and you must separately activate 911 dialing for any new physical address. Failure to provide the current and correct physical address and location of your Certified equipment will result in any 911 dialing you may make being routed to the incorrect local emergency service provider Possibility of Network Congestion and/or Reduced Speed for Routing or Answering 911: Due to the technical constraints on the manner in which it is possible to provide the 911 dialing feature for TelCentris Service, at this time you acknowledge and understand that there is a greater possibility of network congestion and/or reduced speed in the routing of a 911 communication made utilizing your certified equipment as compared to traditional 911 dialing over traditional public telephone networks. You acknowledge and understand that 911 dialing from your Certified equipment will be routed to the general telephone number for the local emergency service provider (which may not be answered outside business hours), 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 telephone number for the local emergency service provider will produce a busy signal or will take longer to answer, 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. You acknowledge and accept that TelCentris relies on third parties for the forwarding of information underlying such routing, and accordingly TelCentris disclaims any and all liability or responsibility in the event such information or routing is incorrect. TelCentris or its officers or employees, may not be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to 911 dialing unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of TelCentris.

2.7 Automated Number Identification: With VoIP E911 services it may or may not be possible for the Public Safety Answering Point (PSAP) and the local emergency personnel to identify your phone number when you dial 911. TelCentris’ third-party 911 system is configured, in most instances, to send the automated number identification information; however, one or more telephone companies, not TelCentris, route the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and PSAPs are not yet always technically capable of doing so. You acknowledge and understand that PSAP and emergency personnel may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, 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.

2.8 Automated Location Identification: It may not be 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 dial 911. You acknowledge and understand that you will need to state the nature of your emergency promptly and clearly, including your location, as PSAP and emergency personnel will NOT have this information in some cases. 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 disconnected, 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.

2.9 Alternative 911 Arrangements: You acknowledge that TelCentris does not offer primary line or lifeline services. You should always have an alternative means of accessing traditional E911 services.

3. CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

3.1 Billing Disputes: You must notify TelCentris in writing within 7 days after receiving your TelCentris statement if you dispute any TelCentris charges on that statement or such dispute will be deemed waived. You agree to notify TelCentris in writing of any disputed charges ten business days prior to requesting a credit card chargeback from your credit card company to give TelCentris an opportunity to resolve the dispute. In the event that only a portion of the charges are in dispute, you agree to pay for all charges that are not in dispute. Billing dispute notifications should be sent to the following address:

Customer Support Department 10180 Telesis Court, Suite 150 San Diego, CA 92121 billing@telcentris.com or 866-612-VOIP

3.2 Payment: Unless your agreement states otherwise, a Late Payment charge of 1.5% per month and a service fee of $50 may be assessed on any unpaid balance if payment is not received within 15 days of the invoice date, or any other timeframe specified in your agreement. Please mail the remittance stub with your check or money order, made payable to “TelCentris, Inc.”, in the enclosed envelope or to the payment address noted on the invoice. Please write your account number on the check. Otherwise, TelCentris accepts payments by credit card as set forth in Section 4.1. Your initial use of the Service authorizes TelCentris to charge the credit card account number on file with TelCentris, including any changed information given TelCentris if the card expires or is replaced, or if you substitute a different card, for TelCentris charges as set forth in Section 4.1. You authorize TelCentris to use your new credit card expiration date of the credit card on file in the event your credit card is renewed. This authorization will remain valid until 30 days after TelCentris receives your written notice terminating TelCentris’ authority to charge your credit card, whereupon TelCentris will charge you the disconnect fee and any other outstanding charges, and terminate the Service. TelCentris may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with TelCentris is declined or reversed, your credit card expires and you have not provided TelCentris 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 TelCentris for ALL CHARGES ACCRUED BEFORE TERMINATION and for all costs incurred by TelCentris in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.

3.3 Termination/Discontinuance of Service: TelCentris reserves the right to suspend or discontinue providing the Service generally, or to terminate your Service, at any time for cause with 7 days advanced notice to Customer. If TelCentris discontinues providing the Service generally, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month's charges. If your Service is terminated for any stated reason, including without limitation violation of this Agreement, or because of any improper use of the Service or Equipment (such as, but not limited to, your attempts to hack, disrupt, or misuse the Service or your acts or omissions that violate any acceptable use policy of TelCentris or of a third party provider to which TelCentris is subject), you will be responsible for the full charges to the end of the current term, including without limitation unbilled charges, plus the disconnect fee set forth in Section 4.6, all of which immediately become due and payable. Customer reserves the right to terminate this Agreement for material breach by TelCentris, provided TelCentris shall have 60 days from the receipt of written notice of said breach to cure the alleged breach and to notify Customer in writing that the cure has been effected. If the breach is not cured within the 60 days, Customer shall have the right to terminate the Agreement without further notice.

3.4 Taxes: You are responsible for, and shall pay, any applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or Equipments. Such amounts are in addition to payment for the Service or Equipment and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you shall provide TelCentris with an original certificate that satisfies applicable legal requirement attesting to tax-exempt status. Tax exemption will only apply from and after the date TelCentris receives such certificate.

4. WARRANTY and LIABILITY LIMITATIONS / INDEMNIFICATION

4.1 Limitation of Liability: TelCentris shall not be liable for any delay or failure to provide the Service, including 911 dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by anything that is beyond TelCentris’ control, including, but without limitation a failure of or defect in any Equipment, the failure of an incoming or outgoing communication, the inability of communications (including, but without limitation 911 dialing) to be connected or completed, or degradation of voice quality. TelCentris' aggregate liability for (i) any failure or error; (ii) any claim with respect to TelCentris’ performance or nonperformance hereunder.

4.2 Disclaimer of Damages: In no event shall TelCentris, its officers, directors, employees, affiliates or agents or any other service provider who furnishes services to customer in conjunction with this agreement or the service, be liable for consequential, incidental, indirect, special, punitive or exemplary damages, including but not limited to: loss of data, loss of revenue or profits, or damages arising out of or in connection with the use the service, including inability to be able to dial 911 or to access emergency service personnel through the service, the limitations set forth herein apply to claims founded in breach of contract, breach of warranty, product liability, Tort and any and all other theories of liability and apply whether or not TelCentris was informed of the likelihood of any particular type of damages.

4.3 Indemnification: Customer agrees to defend, indemnify, and hold harmless TelCentris, 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, but without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer's Service, relating to this agreement, the Services, including 911dialing, or the Equipment. This paragraph shall survive termination of this Agreement.

4.4 No Warranties on Service: TelCentris makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability, fitness of the service for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance or any warranty that the service will meet customer’s requirements. Without limiting the foregoing, TelCentris does not warrant that the service will be without failure, delay, interruption, error and degradation of voice quality or loss of content, data or information. Neither TelCentris nor its officers, directors, employees, affiliates or agents or any other service provider or vendor who furnishes services or products to customer in connection with this agreement or the service will be liable for unauthorized access to TelCentris’ or customers transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, customer’s data files, programs, procedures or information through accident, fraudulent, means or equipment or any other method, regardless of whether such damage occurs as a result of TelCentris’ or its service providers or vendors’ negligence. Statement and descriptions concerning the service or equipment, if any, by TelCentris or TelCentris’ agents or installers are information and are not given as a warranty of any kind. No Third Party Beneficiaries: No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights. Content: You are liable for any and all liability that may arise out of the content transmitted by or to you or Users using the Services. You shall assure that your or User's use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. TelCentris reserves the right to terminate or suspend affected Services, and/or remove your or Users' content from the Services, if TelCentris determines that such use or content doer not conform with the requirements set forth in this Agreement or interferes with TelCentris’ ability to provide Services to you or others or receives notice from anyone that your or Users' use or Content may violate any laws or regulations.

5. PRIVACY: TelCentris Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. TelCentris is not liable for any lack of privacy which may be experienced with regard to the Service.

6. CHANGES TO AGREEMENT TelCentris may change the terms and conditions of Agreement from time to time. Changes supersede all previously agreed to electronic and written Terms and Conditions. IF YOU CONTINUE TO BE ENROLLED IN, USE, OR PAY FOR THE SERVICES AFTER ANY CHANGES IN THE PRICES, CHARGES, AND/OR TERMS AND CONDITIONS HAVE BEEN MADE, YOU AGREE TO THE CHANGES. Notices will be considered given and effective on the date posted on the TelCentris website and/or the date we notify you of changes by the following: email at the address provided by you, postcard, letter, recorded announcement, message on your bill, an insert in your bill, newspaper ad, or a call to your billed telephone number, whichever occurs first.

7. GOVERNING LAW / RESOLUTION OF DISPUTES

7.1 Governing Law: The Agreement and the relationship between you and TelCentris shall be governed by the laws of the State of California 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 6.1, you and TelCentris agree to submit to the personal and exclusive jurisdiction of the courts located within the state of California and waive any objection as to venue or inconvenient forum. The failure of TelCentris 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. You agree 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.

7.2 Entire Agreement: This Agreement constitutes the entire agreement between you and TelCentris and govern your use of the Service, superseding any prior agreements between you and TelCentris and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon TelCentris unless and until posted in accordance with Section 3 hereof.

7.3 Severability: If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

7.4 Mandatory Binding Arbitration: MANDATORY BINDING ARBITRATION FOR NON-CALIFORNIA RESIDENTS. Any dispute or claim between Customer and TelCentris arising out of or relating to this Agreement shall be resolved by binding arbitration under the Federal Arbitration Act (or, for Customers subscribing to service in Canada, a Canadian arbitration organization of TelCentris’ choosing). If the parties are unable to agree upon an arbitrator, then each party shall select an arbitrator with no previous business or personal association with that party, and each of those arbitrators shall select a third arbitrator. The arbitrator(s) shall use the Commercial Arbitration Rules of the American Arbitration Association to administer the proceeding. California law shall apply to substantive questions of law without regard to conflicts of laws. The arbitration shall take place in San Diego, California and shall be conducted in English. California law shall apply to substantive questions of law without regard to conflicts of laws. Questions of arbitrability shall be decided by the arbitrator (s). The decision shall follow the plain meaning of the relevant documents and the decision shall be in writing including the legal reasoning and factual basis for the decision. The prevailing party shall be entitled to an award of reasonable attorney’s fees and costs of suit. Judgment upon the arbitrator’s decision may be entered in any court of competent jurisdiction following judicial review, if any, as provided for by law. 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. 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 AND OTHER PROCEDURES INHERENT IN ORDINARY CIVIL LITIGATION.

TelCentris, Inc (DBA: TelCentris)
www.TelCentris.com