1. General Agreement of Client/Customer and TelephoNET

Upon application to use any service provided by TelephoNET Corp. (the Company), the Customer (Client) agrees to adhere to the provisions stated herein. Further, when using any of the services provided by the Company, the Customer agrees to observe the operating rules, terms, and conditions stated herein, as they may change from time to time. The provisions of this agreement shall supersede any other provisions that may be implied or stated, either orally or in writing unless specific written authorization is obtained from the Company and signed by an officer or other duly authorized representative of the Company.

2. Rates

The Company will invoice the Customer and the Customer agrees to pay for services rendered or contractually anticipated to be rendered at the Company’s normal and customary rates for such services as they may change from time to time. Any taxes, required fees, Customer authorized products or services, or any other charges, including authorized third-party charges, will be separately stated on the company’s invoices. The customer acknowledges that rates published by direct or third-party suppliers may differ from those authorized by the client via procurement Schedule/s attached to an MPSA agreement [Managed Procurement Services Agreement]. Pricing authorized by the client in the MPSA shall prevail. The Company agrees to provide 20-days advance notice of any change in its rates and service charges. Payment of invoices that are periodically rendered is due and payable on the date stated on the invoice. Amounts that are not received by the stated due date shall accumulate an annual percentage interest rate of 18%, applied at 1.5% per month on the entire outstanding balance. In addition to interest, the Customer will be responsible for the cost of collection, filing, and attorney’s fees.

3. Interruptions in Service

The Company shall not be liable for any errors, mistakes, omissions or interruption in service, whether within or outside the scope of the Company’s reasonable control. Service may be temporarily unavailable for scheduled maintenance, either by the Company or a third party provider, or due to other causes.

4. Conformance to Conditions and Use of Service Facilities. (Unlimited Use, No Abuse)

The Customer agrees to conform to the intended use of the products and services purchased from the Company in accordance with the plan designed by the Company to provide such service. If a subscriber’s service plan does not contemplate full-time or continuous usage the Customer agrees not to access the Company facilities unless they are actively using such service in accordance with this agreement. If the Company determines that a Customer has accessed or used a subscriber plan improperly, the Company may terminate said service without notice. Further, the Company shall have the right to collect for improperly used services and equipment. In such an event, the Customer shall be immediately responsible for the accelerated payment of the full term of the subscriber plan, as if the Company had fully complied with the term of its obligations. Further, the Company may terminate a service arrangement at any time, for any reason with or without notice

5. Company Equipment Located on Customer Premises

When Company representatives deliver equipment, material, hardware or software to the Customers premises, in performance of an order to connect the Customer to the Company’s network, the Customer hereby extends a license to the Company to occupy and use such space that the Company may assign or reassign from time to time. In such an event, no bailment, rental agreement or lease is created and no fees or collections or other non-negotiated compensation will be due. The occupancy license specifically confers the right for Company employee’s or other authorized personnel to enter the Customer premises for the purposes of changing, maintaining or servicing said equipment during normal business hours. The Customer assumes all risk associated with locating the equipment at their premises. The Customer shall also be responsible for assuring they have made back-up copies of all data required to operate their equipment. The Customer is responsible for carrying appropriate insurance on the equipment. The Customer assumes all risk that equipment may be damaged due to causes within or outside of the Company’s responsible control. The Customer will also be responsible for any damage caused to the Company’s network resulting from any malfunction of equipment due to use, neglect, abuse or misuse of the Company equipment or facilities. the Company shall be liable for damage done to equipment only if the damage results from gross negligence or willful misconduct of its employees or designee. In any event, the Company’s liability for damage to equipment is limited to replacement of the equipment with comparable equipment or payment of the fair market value of said equipment, without regard to the value of any data stored in the equipment.

6. Password and PIN code Protection

The Customer shall be responsible for protecting all passwords and PIN codes assigned for their authorized use. The Customer is responsible for any authorized or unauthorized use, misuse or abuse of the Company’s network or equipment. The Customer shall not extend the use of access derived by a Customer’s authorized user names, passwords or PIN codes to any other, without the express consent of the Company. The Customer agrees not use or permit another to use the Company’s services or to access the Company network without authorization. The Company will fully cooperate with law enforcement in the detection and prosecution of any illegal activity.

7. Courtesy and Etiquette

The Customer agrees to practice courtesy and generally accepted etiquette particularly when using the Company’s services. The Customer agrees that they will comply with additional rules appropriate to any network to which the Company may provide access. The Customer shall not post, transmit, or permit Internet access to information they desire to keep in confidence. The Customer shall not permit posting of any material that is illegal, libelous, tortuous, or likely to result in retaliation against the Company by offended users. the Company reserves the right to refuse or terminate service at any time. The Customer agrees to indemnify the Company and hold the Company harmless from any damage to the Company’s business, service, equipment, network, operations, or reputation resulting from inappropriate actions including without limitation any government actions, acts of vandalism or other retaliation, and any claims of libel, unfair competition, infringement of any patent, copyright, trademark, service mark, or other intellectual property right, violation of privacy, or other tort.

8. Domain Name

a. Registration of a domain name confers no legal right to that name. The Customer will indemnify the Company and hold the Company harmless from any claims associated with the use of a domain name. When the Customer decides to discontinue service, they are responsible for arranging for transfer and a new directory name server within 30 days.

b. The Company maintains the right to reassign the use of IP addresses distributed for Customers use and unless otherwise prearranged with the Company before the start of service, the Customer must return all IP addresses issued to the Customer upon discontinuation of service.

9. No Warranty; Assumption of Risk

The Customer agrees to use the Company’s services at their own risk. The Company makes no warranty, either expressed or implied including but not limited to any warranty of merchantability or fitness for a particular purpose. The Company shall not be liable for any loss or other damage, including and without limitation, special, incidental, consequential, or punitive damages, resulting from any failure to provide service or from any discontinuation or termination of service. The Company has no control whatsoever and shall not be responsible to you for the content of any third party material passing through its network visa via any other network, even if such content is considered by some to be illegal, inaccurate, adult in nature, harmful, or offensive.

10. Access to Information and Telephone Records (LOA's)

Upon inquiring about the availability of service or upon ordering services that require the Company to access Customer information records of other companies, to facilitate the provisioning of any Company provided service, the Customer hereby authorizes the Company and its representatives to access pertinent records of account and billing with any other company. Such authority is hereby granted to permit the Company to review services presently used by the Customer and to facilitate the ordering and changing of services as necessary. The Customer further grants specific permission for the Company to represent that it has received the full authority implied by a written Letter of Authorization, (LOA). Where applicable, the Customer further grants permission for the Company to order services, changes, additions or the discontinuation of services, on behalf of the Customer.

11. Renewals, Termination and Cancellation of Service

Contracted services shall run the full term as specified in the agreement. Thereafter, absent a Customers written request to discontinue service, the company shall automatically renew the service terms and conditions as originally agreed and continue to provide service on a month to month basis. Any notice of cancellation of service or changes in service, initiated by the Customer must be in writing to the Company’s email address at; Admin@TelephoNET.com or regular mailing address at; PO Box 18000, Baltimore, MD 21220-0100, and provide a minimum of 20 days notice of intent to cancel.

12. Refunds for Cancellation

Upon proper notification and discontinuation of service in accordance with the terms of this agreement, the company will refund the Customer the proportionate funds advanced to the company for the unused period of time for the contracted service. If a service is contracted for a specified period of time, either by written order or visa via a promotional offer which anticipates use of a service for a specified period, the term agreed to shall govern application of this policy. Refunds are calculated based upon the proportionate unused period of time for which anticipated services are rendered. In the event of an early termination of any individual pre-paid service or plan, whether by the customer or the Company, either in whole or in part, the Company may adjust the refund due to the individual customer or group of customers by the rate the Company would have charged for the service during the shorter time period.

13. Trial Period and Promotional Offerings

The company may offer, from time to time, certain special contractual conditions, or promotional plans, refund policies and trial periods for service as stated in its media advertising, brochures and other literature. In such an event, the condition or policy which deviates from the company’s general terms and conditions as stated herein shall be the only literal change and modification of this agreement. All other terms and conditions shall continue to apply.

14. Jurisdiction Notice

These Terms of Service shall be enforced in accordance with the laws of the State of Maryland. Any notice pursuant to this agreement shall be in writing and shall be deemed given when actually received or, if earlier, three days after deposit into the United States Mail. Notice given by electronic mail shall be deemed received one (1) business day after it is posted to the recipient’s email address.

15. Acceptance

Use of any Company service provided under this agreement constitutes acknowledgment and acceptance of the terms and conditions stated herein.