TERMS AND CONDITIONS OF SERVICE FOR END USERS
November 2007

This agreement ("Agreement") is between VoIP Provider (“Provider”) and the End-User ("End-User") of the VoIP voice service. Any Provider services or products ("Services") made available 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 issued to End-User at any time are hereby objected to by Provider, 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 Provider. No waiver or amendment to this contract or these terms and conditions shall be binding on Provider, unless made in writing expressly stating that it is such a waiver or amendment and signed by a duly authorized representative of Provider.

2. TERM.

The term of this Agreement ("Term") begins on the date that End-User executes these Terms & Conditions 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 Provider, 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 fees and accrued charges due hereunder.

3. 911 DEFINITIONS AND SERVICE REQUIREMENTS.

(i)  “911 Services” means functionality that allows End-Users to contact emergency services, including, without limitation, police, fire, and hospital medical services.  In areas served by selective routers, 911 Services may include Enhanced 911 (“E-911”) Service, in which emergency calls to the appropriate public safety answering point (“PSAP”) serving the End-User address and DID/DOD information.  911 Service may not be immediately available in all Markets.

(ii)  “DID/DOD” means an access line associated with a particular telephone number that allows for inbound and outbound voice calls (sometimes referred to as a Direct Inward Dial and Direct Outward Dial number ) that is assigned by Provider or that Provider ports for the provision of Service.

(iii) “Emergency Call Relay Center (ECRC)” means Provider or its agent’s inbound call center, staffed 24 hours per day, 7 days per week, and 365 days per year for emergency call handling support.

(iv) “Emergency Call” means a 911 call placed by a Voice over Internet Protocol (“VoIP”) End-User to Carrier’s Internet Protocol (“IP”) services.

(v)  “Master Street Address Guide (MSAG)” means a database of street names and house number ranges within their associated communities and Emergency Services Numbers (“ESNs”) to enable the proper routing of 911 calls.

(vi) “Native 911 Solution” means a solution for VoIP calls includes both “native call routing,” where a public switched telephone network (“PSTN”) selective router identifies all 911 calls and routes to the trunk group serving the appropriate PSAP for that NPA/NXX, and delivery of ALI to the PSAP call taker.  A native 911 solution is currently not available in the U.S. for VoIP calls.

A.     Provider shall provide 911 Services to End-Users as part of the service.

B.  End-User acknowledges and agrees that 911 Services shall only be available in the Rate Center associated with the particular DID/DOD assigned.  End-User further acknowledges and agrees that 911 Services will not be available, and Provider shall have no liability to End-User, or any third party for failure to provide 911 Services, in the event that (i) a DID/DOD is assigned to an End-User located outside of the Rate Center associated with such DID/DOD; (ii) the telephone device to which a DID/DOD has been assigned is moved outside of the Rate Center associated with such DID/DOD; (iii) outage, degradation or other disruption of power at the End-User location; (iv) outage, degradation or other disruption of the End-User broadband Internet connection; (v) End-User’s failure or delay in maintaining and updating or notifying Provider of change in End-User information as required. 

C.     Additional Limitations.

i         The Provider-provisioned 911 service routes VoIP V911 calls via native 911 solution where Provider’s backbone has access to the E911 service infrastructure.

ii      For regions where the Services provides a native 911 solution, the following limitations apply:

1        In the event of an address geo-coding or MSAG validation failure, the error records can not be processed in real-time; commercially reasonable efforts will be made to resolve the records in error.  There may be instances that will prevent the correction of errors, causing delays in provisioning the End-User’s data into the provisioning systems.  Addresses in error that can not be resolved will be returned to the End-User for correction.

2        The Services is predicated on using primary wire line PSAP boundaries for routing Services emergency calls to the appropriate PSAP.  The primary wire line boundary information is collected and is entered into a database for real-time queries for PSAP boundary lookup.  End-User acknowledges that primary wire line PSAP boundary data may not be available for the entire United States and that this 911 service is dependent on the PSAPs to provide such information resulting in the use of wireless PSAP boundary data to route a VoIP emergency call.

(iii)    For regions where Services provides a non-native 911 solution, the following limitations apply:

1        The Services uses wireless PSAP boundaries when a primary wire line PSAP boundary is not available.  Therefore, the 24x7 PSAP DN provided when a VoIP End-User places an emergency call may correspond to a PSAP other than the PSAP that would normally receive wire line emergency calls placed from the End-User’s location.

2        End-User physical service address and call back number will not be presented to the PSAP.

3        In the event caller cannot speak, End-User acknowledges that no information will be provided to the PSAP to contact the Provider to obtain information that could allow them to dispatch emergency services to caller’s location.  Each PSAP’s internal processes will dictate how the call should be handled.

4        For emergency call routing using the ECRC (i) in the event caller cannot speak or identify their address, (ii) data connectivity between the VoIP End-User address database and the ECRC is interrupted, and (iii) Provider’s Network Operation Center (NOC) cannot provide the End-User’s location information, End-User acknowledges that Provider or Provider’s backbone service has no further ability to assist the caller and End-User agrees to indemnify and hold harmless Provider from all third party claims arising from such circumstances.  End-User will be charged a $250.00 fee per incident in the event End-User does not update address information and a call is routed to the ECRC.

 

C. OUTAGES DUE TO ELECTRICAL, INTERNET OR OTHER GENERAL FAILURES. END-USER ACKNOWLEDGES THAT THE SERVICES, INCLUDING LIMITED 911, 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’S BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.

D. 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 PROVIDER FOR INTERRUPTION OR DISRUPTION OF SUCH SYSTEMS BY THE SERVICES.

F. LIMITATION OF LIABILITY FOR 911 CALLING.  END-USER AGREES TO HOLD HARMLESS PROVIDER AND ITS VENDORS FOR ANY AND ALL LOSSES, DAMAGES OR OTHER INJURIES (INCLUDING PERSONAL INJURY OR DEATH) INCURRED BY END-USER OR THEIR GUESTS AS A RESULT OF SUCH 911 SERVICE LIMITATIONS.

4. EQUIPMENT.

In offering the Services, Provider may supply Equipment to End-User. An Equipment fee of US$59.95 per ATA or ATA/Router Combo will be charged the End-User if service is cancelled prior to (12) months of consecutive service.  The Equipment fee will be waived upon return of Equipment within (30) days of service cancellation in its original, working condition. All Equipment shipments are F.O.B. point of origin. Provider’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. End-User will be provided with manufacturer's warranty from the date of purchase of Equipment or Service. End-User shall be required to obtain authorization from Provider to return any Equipment. Provider will replace Equipment only if the Equipment is deemed to be defective and covered under the warranty. Provider 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 Provider, and End-User will be responsible to pay return shipping charges.

5. BILLING, CHARGES AND PAYMENT.

a. PAYMENT. Upon purchase of the Service, if End-User makes payment via credit card, then End-User must provide a valid credit card number from an accepted issuer (American Express, Discover, MasterCard or Visa). End-User authorizes Provider to charge the End-User credit card number for all charges arising from End-User's use of the Services. End-User agrees to notify Provider of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. Provider 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 Provider. End-User will provide such credit information or assurance as is requested by Provider at any time. Provider, in its sole discretion and judgment, may discontinue credit at any time without notice.

c. BILLING. Provider will send or make available to End-User a monthly on-line invoice for the Services and if End-User pays with credit card, will bill all charges to the End-User credit card account. 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. Provider reserves the right to charge the End-User 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.  Notice for cancellation of service needs to be given prior to the first of the month.  Service cancellations that occur on or after the first of any given month for that month will not be prorated. End-User will be billed for the entire month's service.

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 End-User credit card charges, Provider may suspend or terminate the Services and all accrued charges shall be immediately due. Provider may charge End-User interest (1.5% per month) on those charges and a late fee of 10% of the past-due balance. If End -User fails to pay Provider within 30 days of billing date, Provider 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 Provider. Provider reserves the right to charge End-User a $50.00 re-establishment of service fee.   Upon disconnect a valid credit or debit card will be required to reinstate service. If payment is not made in full within 60 days, Provider has the right to repossess the End-User ATA to offset monies owed without liability for damage or trespass.

e. TAXES. Prices for the Services do not include any applicable 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 Provider with an appropriate exemption certificate. If any amounts paid for the Services are refunded by Provider, applicable taxes may not be refundable.

f. CREDITS. End-User acknowledges and agrees that the Services are provided "AS IS, WHERE IS." Credit allowances are under the sole discretion of Provider.

g. DISCOUNTS. From time to time in its sole discretion, Provider 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 and before expiration of the offer. 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.

If applicable, 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 respective Plan ordered by End-User. 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 Provider will also count as PSTN minutes and be subject to the then-applicable toll charges that are associated with the respective Plan ordered by End-User. As applicable, domestic long distance calls are billed in six (6) second increments. As applicable, calls to a phone number outside the United States and Canada to a non-Provider account will be charged at the current rates published on the Provider related 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. As applicable, calls to Mexico are rounded to the minute.

7. TELEPHONE NUMBER.

Telephone numbers provided by Provider 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 Provider. Provider 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 Provider VoIP service, the End-User shall also be able to ‘port’ the number out of the Provider network upon termination of service if the End-User has maintained an account in good standing with Provider.

8. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT.

End-User shall not modify the Equipment in any way without the express written permission of Provider. 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-User shall immediately notify Provider of any lost or stolen Equipment and shall cooperate with Provider in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment. At Provider’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 Provider 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 Provider or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services. End-User understands that neither Provider 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 Provider. 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 business usage, unless specifically agreed to otherwise in writing by Provider.

10. UNLIMITED MINUTE USAGE PLANS; CHANGES TO THE AGREEMENT, SERVICES OR PLAN.

a. GENERAL TERMS. Provider 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, Provider will post to the website. 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. If End-User does not send Provider notification of its 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. For a Plan change to a plan that requires a purchase of Equipment, an equipment charge may apply. Provider may decrease prices for the Services or Plans without providing any prior notice to End-User.

b. RESIDENTIAL USE OF SERVICE. Provider 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 Provider.  Provider may terminate service or upgrade Residential End-User to Business Plan immediately if, in its sole discretion, End-User is abusively using the unlimited minute plan. 

c. BUSINESS USE OF SERVICE. End-Users of Provider's Business Service agree not to sell, resell or transfer the Service to any other person for any purpose, or make any charge for the use of the Service, without the prior express written permission from Provider.  You agree that the Provider Business Plan does not confer the right to use the Service for the following, but not limited to: auto-dialing, call center activities, continuous or extensive call forwarding, call relaying, telemarketing, fax broadcasting or fax blasting, and that you may not use the Service for those purposes.  All business plans are based on unlimited calling within the US, US Territories, and Canada. Provider reserves the right to immediately terminate or modify the Service if Provider, in its sole discretion, determines that End-User's Service has/had excessive usage, is/was being used for such prohibited activities, or in any other manner prohibited by this Agreement. Excessive usage may be subject to a per minute billing charge at Provider’s sole discretion. 

11. TERMINATION.

End-User agrees to provide Provider 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 Provider. Provider 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, Provider, Provider’s network or other End-Users’ use of the Services. Provider reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End-User agrees that Provider’s determination is final and binding on End-User. Provider may require an activation fee to change or resume a terminated or suspended account.

12. PRIVACY.

Provider utilizes the public Internet and third party networks to provide voice and video communication services. Accordingly, Provider cannot guarantee the security of voice and video communications of End-User. Provider 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 Provider. Provider 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, Provider will only share the personal data of End-User with business partners that are acting on Provider’s behalf to complete the activities described herein. Such Provider entities and/or national or international business partners are governed by Provider’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, Provider may disclose personally identifiable information.

13. TECHNICAL SUPPORT.

Provider will make available 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 unless agreed to in writing by Provider and End-User.

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 Provider for all reasonable attorney fees, court, collection and other costs (including appeals) incurred by Provider in the enforcement of Provider’s rights hereunder and Provider may keep any deposits or other payments made by End-User.

15. INDEMNIFICATION.

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

16. DISCLAIMER OF CONSEQUENTIAL DAMAGES.

In no event shall Provider 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 Provider or its vendors or otherwise.

17. WARRANTY AND LIABILITY LIMITATIONS. 

PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTNER NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO PROVIDER’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 ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS VENDORS’ NEGLIGENCE. ANY CLAIM AGAINST PROVIDER MUST BE MADE WITHIN 90 DAYS OF THE EVENT OF THE CLAIM AND PROVIDER HAS NO LIABILITY THEREAFTER. PROVIDER’S LIABILITY IS LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND. PROVIDER 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 PROVIDER. IN NO EVENT SHALL PROVIDER’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY THE END-USER TO PROVIDER 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 Provider or its vendors.

20. SOFTWARE COPYRIGHT.

Any software used by Provider in connection with 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, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, and 25 shall survive any termination of the Agreement.

22. NOTICES.

Provider communicates with its 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 Provider 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 PROVIDER'S CONTROL).

Provider shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, acts of terrorism, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Provider that may occur in spite of Provider’s best efforts.

24. GOVERNING LAW / RESOLUTION OF DISPUTES.

a. MANDATORY ARBITRATION. Any dispute or claim between End-User and Provider 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 (documents only with no hearings) . 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. The Arbitrator shall award the prevailing party its reasonable attorney’s fees and costs. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and End-User 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. End-User acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.

b. GOVERNING LAW. The Agreement and the relationship between End-User and Provider shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. End-User and Provider agree to submit to the exclusive jurisdiction of the courts located within the State of Florida. Venue shall be proper in Orange County, Florida, only. The failure of Provider 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 or Arbitrator 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 Provider and End-User.