Terms and Conditions

Virtual Services Group Corp, FamilyLink and OfficeLink™ VoIP Service

I. THE AGREEMENT – UPDATED 8/29/2005

These Terms and Conditions constitute the agreement (the “Agreement") between Virtual Services Group Corp. and the user ("you," "user" or "Customer") of FamilyLink residential and OfficeLink small business communications services and any related products or services ("FamilyLink” or “Service"). For purposes of the Agreement, "you" means the customer, defined as either (i) the person identified in Virtual Services Group Corp. account records as responsible for payment of all charges; or (ii) any other person with actual or apparent authority to represent that person or to use the service(s).

BY ENROLLING IN, USING, OR PAYING FOR THE VIRTUAL SERVICE GROUP CORP. SERVICE(S), YOU AGREE TO THE PRICES, CHARGES, TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE PRICES, CHARGES, TERMS AND CONDITIONS, DO NOT USE THE SERVICES, AND CANCEL THE SERVICES IMMEDIATELY BY CALLING VIRTUAL SERVICES GROUP CORP. AT THE TOLL FREE NUMBER ON THE FIRST PAGE OF YOUR EMAIL PURCHASE CONFIRMATION OR YOUR INVOICE FOR FURTHER DIRECTIONS.

The Agreement governs the Service and any devices, such the Analog Telephone Adapter (“ATA”) or any other IP connection device ("Device" or "Equipment"), used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understand, and you agree to, the terms and conditions of the Agreement, and you represent that you are of legal age to enter the Agreement and become bound by its terms.

Virtual Services Group Corp. may change the Terms and Conditions of the Agreement from time to time. Notices will be considered given and effective on the date posted at www.familylinkvoip.com. The Agreement posted supercedes all previously agreed to electronic and written Terms and Conditions.

The rates and charges for the Service, which may be found at www.familylinkvoip.com, are effective as of August 29, 2005, and are subject to change. For the most current rates and charges, the most current version of the Agreement, or if you have questions about your services, please visit our website at www.NORHTERNVOIP.com (see Rates and Terms & Conditions links) or call us at the toll-free number listed on the first page of your invoice.

II.NO EMERGENCY CALLING SERVICE OR EMERGENCY DIALING AVAILABLE

A. 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. You agree to inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service as to the non-availability of traditional 911 or E911 dialing from your FamilyLink or OfficeLink Service and Device(s). You acknowledge that you should always have an alternative means of accessing traditional E911 services (a cell phone or a traditional land line are the most common methods).

B. Limitation of Liability and Indemnification

You acknowledge and understand that Virtual Services Group Corp. has no liability in case you have not made arrangements for access to traditional E911 services. You agree to defend, indemnify, and hold harmless Virtual Services Group Corp., its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you 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, you or any third party or user of your Service relating to the absence of Emergency Calling Service dialing (E911) on Virtual Services Group Corp. Service.

III. SERVICE

A. Term

Service is offered for a term that begins on the date that Virtual Services Group Corp. activates your Service (the “Activation Date”) and ends on the last day of that same calendar month. Subsequent terms of this Agreement automatically renew on a calendar monthly basis without further action by you unless you give Virtual Services Group Corp. written notice of non-renewal at least fifteen [15] days before the end of the month in which the notice is given. You are purchasing the Service for full monthly terms, meaning that if you attempt to terminate Service prior to the end of a monthly term, you will be responsible for the full month's charges to the end of the then-current term, including without limitation unbilled charges, plus any applicable disconnect fee, all of which immediately become due and payable. 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.

B. Disconnect Fee

You may cancel the Service for any reason at any time. There is no disconnect fee.

C. Money Back Guarantee

Virtual Services Group Corp. offers a 30-day money back guarantee, applicable to one primary line per account, but which is not applicable to additional or secondary lines or other services (such as Toll-free). Under terms of the Money-Back Guarantee, Virtual Services Group Corp. will refund the activation fee and the first month of service. Virtual Services Group Corp. reserves the right to terminate or revoke the Money-Back Guarantee at any time, without prior notice.

To qualify for this money back guarantee, you must cancel service and return any Virtual Services Group Corp. equipment within 30 days of your Activation Date. Your usage must not exceed 250 minutes within the first 30 days of service for Residential plans or 500 minutes within the first 30 days of service for Business Plans. You are responsible for any charges for overage minutes on the Basic plans, or for any calls placed to international numbers or to directory assistance. Cancellation may take up to three (3) business days. Any usage you make using the Service after contacting Virtual Services Group Corp. to cancel the Service is your responsibility. Accounts exceeding the 250 or 500 minutes of usage referred to above are not eligible for this money back guarantee. User may not port away a FamilyLink and OfficeLink phone number (DID) if User cancels within ninety days of Service Activation.

All returned equipment must be in the original packaging with all the UPC or bar codes intact. All components, manuals and unused registration card(s) must be included. Equipment must be returned with a valid return authorization (“RA”) number obtained from Virtual Services Group Corp. Customer Care. User is responsible for paying for return shipping of equipment. The money back guarantee will not be honored if user fails to meet all above requirements.

D. Business Use of Service and Device - Prohibition on Resale and Definition of Proper Use

If you have subscribed to one of Virtual Services Group Corp.'s Business Plans, the Service and Device are provided to you as a small business user. This means that you are not to resell or transfer the service or device to any other person for any purpose. You agree that the Virtual Services Group Corp. Business Plan does not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting. Virtual Services Group Corp. reserves the right to immediately terminate, modify or upgrade the Service, if Virtual Services Group Corp. determines, in its sole discretion, that the Service is being used for any of these.

If you have subscribed to one of Virtual Services Group Corp.’s Residential Plans, the Service and Device are provided to you as a residential user. This means that you are not to use the Service for business purposes, including, but not limited to auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or making more than fifty percent (50%) of your calls during weekday, daytime hours (Monday through Friday, 8AM to 6PM your local time). Virtual Services Group Corp. reserves the right to immediately terminate, modify or upgrade the Service, if Virtual Services Group Corp. determines, in its sole discretion, that the Service is being used for business purposes.

E. Notice of Rate Changes

Virtual Services Group Corp. may change the prices and charges for the Services from time to time. We may decrease prices without providing advance notice. Changes to any other rates, charges, or terms or conditions in the Agreement will be published at www.familylinkvoip.com and will be incorporated by reference into this Agreement.

F. Rounding Policy

For billing purposes, the length of each metered call is rounded as described in each Calling Plan. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent.

G. Calls to International Mobile Telephones; International Special Services Calls

Virtual Services Group Corp.’s advertised rates for international calls are generally the rates charged for calls to landline telephones. Calls to international cellular (mobile) telephones, or to international telephone numbers considered to be special services calls, are charged a different (usually higher) rate than calls to landline telephones in that same country or jurisdiction. The rates you will be charged for such calls are set forth in the calling plan rate tables and are typically designated by a “mobile” or “special services” notation.

H. Timing of Calls

Generally, timing of metered calls begins when the called party or an automated answering device (such as an answering machine or a facsimile machine) answers the call, and ends when one of the parties disconnects from the call. However, some foreign carriers (with whom Virtual Services Group Corp. must interconnect in order to terminate calls to foreign countries) designate a call as “answered” when the called party’s line rings or after a certain number of rings, and will charge Virtual Services Group Corp. for a completed call. In these situations, Virtual Services Group Corp. will charge you for these calls as if they were answered by the called party.

I. Use of Service and Device by Customers Outside the United States and Canada

We provide the Service and Equipment to you for use of the Service within the United States and Canada and for placing calls to other countries. If you take or send the Equipment to a country other than the United States or Canada and the Service is used by you or another party from there, you/they do so at your/their own risk, including the risk that such activity violates local laws in the country where you/they do so. You, as our Customer, are liable for any and all use of the Service and/or Device by any person making use of the Service or Device provided to you by us.

J. Loss of Service Due to Power Failure

The Service does not function without power. Should there be an interruption in the power supply; the Service will not function until power is restored. A power failure or disruption may require you to reset or reconfigure equipment before using the Service.

K. Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

The Service and Device and any firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on Virtual Services Group Corp.’s 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 Virtual Services Group Corp. are and shall remain the exclusive property of Virtual Services Group Corp. and nothing in this Agreement shall grant you the right to right or license to use such marks. You acknowledge that you are not given any license to use the firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and that the Device is exclusively for use in connection with the Service. If you decide to use the Service through an interface device not provided by Virtual Services Group Corp., which Virtual Services Group Corp. reserves the right to prohibit in particular cases or generally, you promise that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless Virtual Services Group Corp. against any and all liability arising out of your use of such interface device with the Service.

L. Tampering with the Device

You agree not to change the electronic serial number or equipment identifier of the Device, or to perform a factory reset of the Device, without express permission from Virtual Services Group Corp.. Virtual Services Group Corp. reserves the right to terminate your Service should you tamper with the Device, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus any applicable disconnect fee, all of which immediately become due and payable.

M. Theft of Service

You agree to notify Virtual Services Group Corp. immediately, in writing, by electronic mail or by calling the Virtual Services Group Corp. customer support line, if the Device 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 Device theft or fraudulent use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. You are liable for all use of the Service using a Device stolen from you and any and all stolen Service or fraudulent use of the Service.

N. Number Transfer on Service Termination

Virtual Services Group Corp. may, solely at Virtual Services Group Corp.'s discretion, release any telephone number that was ported to Virtual Services Group Corp. by you and used in connection with your Service provisioned by Virtual Services Group Corp. to a new provider of service to you under the provisions of the Local Number Portability (LNP) policies of the FCC, if such new service provider is able to accept such number, upon your termination of the Service, and provided (i) your account has been terminated; and (ii) your Virtual Services Group Corp. account is completely current including payment for all charges and applicable disconnect fees; and (iii) you request the transfer upon terminating your account. Customer will not be able to port away any FamilyLink and OfficeLink number if Customer cancels within ninety days of the Activation Date.

O. Service Distinctions

You acknowledge and understand that the Service is not a telephone service. Important distinctions exist between telephone services and this enhanced Service offering provided by Virtual Services Group Corp. The Service is subject to different regulatory treatment than phone service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

P. Collect Call and Operator Services

Virtual Services Group Corp. does not offer collect calls, operator services or calls to 900 numbers via this Service.

Q. International Services

Foreign Carrier Restrictions Foreign carriers or regulatory agencies may impose, upon the portion of the end-to-end international service or facilities they provide, certain limitations or restrictions that may limit your ability use the Virtual Services Group Corp. services. You must conform to any limitations or restrictions imposed by the foreign carriers or agencies.

R. Surcharges

In addition to surcharges that may be found in the applicable Calling Plan, Virtual Services Group Corp. may adjust its rates and charges or impose additional rates and charges in order to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from others or pay to others in support of statutory or regulatory funds or programs ("Governmental Charges").

S. Taxes

All taxes, tax-like charges, and tax-related surcharges are referred to collectively as "Taxes)”. Virtual Services Group Corp. may elect to impose and collect such Taxes, unless otherwise constrained by court order or direction. You agree to pay all Taxes charged on your invoice. If Virtual Services Group Corp. has collected Taxes and a challenged Tax is found to have been invalid and unenforceable, Virtual Services Group Corp., in its sole discretion, will either reduce service rates for a fixed period of time in the future in order to flow-through to customers an amount equivalent to the amounts collected, or it will credit or refund such amounts to affected customers (less its reasonable administrative costs), if the amounts collected were retained by Virtual Services Group Corp. or if they were delivered to the jurisdiction and returned to Virtual Services Group Corp., or it will negotiate an arrangement with the jurisdiction to provide a future benefit for customers in that jurisdiction.
If you provide Virtual Services Group Corp. with a duly authorized tax exemption certificate, Virtual Services Group Corp. will exempt you in accordance with law, effective from the date Virtual Services Group Corp. receives the certificate.
If you are required by the laws of any foreign tax jurisdiction to withhold income or profit taxes from a payment, within 90 days of the withholding, you will provide Virtual Services Group Corp. with official tax certificates documenting remittance of the taxes. The tax certificates will be in a form sufficient to document qualification of the taxes for the foreign tax credit allowable against Virtual Services Group Corp.’s U.S. corporate income tax, and will be accompanied by an English translation. Upon receipt of the tax certificate, Virtual Services Group Corp. will issue you a credit for the amounts represented thereby.

IV. RESTRICTIONS ON THE USE OF SERVICE

A. Virtual Services Group Corp. offers its services subject to availability of facilities, limitations of service offerings, and the provisions of this Agreement.
B. Services provided by Virtual Services Group Corp. under the Agreement will not be used: (1) For any unlawful purpose; (2) For making telephone calls that use automatic dialing devices and terminate into electronic information services, pay-per-call services, or other domestic or international audio text services; or (3) For international call-back offerings using uncompleted call signaling to any country, when that country has prohibited such an offering by statute or regulatory decision.
C. Virtual Services Group Corp. may (1) deny, for any lawful reason, your request for service, or (2) limit or allocate the facilities available to or utilized by any Service, if necessary, to manage its network in an efficient manner; meet reasonable service expectations; furnish service to existing and future customers based on forecasted customer requirements; or for any other lawful reason.
D. Virtual Services Group Corp. may, without notice (consistent with governing laws or regulations), block traffic to or from specific countries, country codes, cities, city codes, local telephone exchanges ("NXX exchanges"), individual telephone stations, groups or ranges of individual telephone stations, or calls using certain customer authorization codes, whenever Virtual Services Group Corp. deems it necessary to take such action to prevent (1) the unlawful use of service; (2) nonpayment for service; (3) the use of service in violation of this Agreement; or (4) network blockage or the degradation of service furnished to you or other customers.

V. PAYMENT OBLIGATIONS

A. You must provide Virtual Services Group Corp. with a valid credit card number when the Service is activated. If the credit card expires, you close your credit card account or your billing address changes, or the credit card is cancelled and replaced because of loss or theft, you must advise Virtual Services Group Corp. immediately. Virtual Services Group Corp. will invoice all charges on a monthly basis, in advance, to your credit card (unless you are paying by automatic bank debit or by electronic check (ACH), including but not limited to: activation fees and monthly Service fees, advanced feature charges, equipment purchases and shipping and handling charges. Any charges not included in your rate plan and any additional usage charges are billed after each billing period. If Virtual Services Group Corp. changes its rates, recurring monthly charges affected by such change will be assessed at the new rate for the full billing period during which the new recurring charge rate became effective.
B. Virtual Services Group Corp. may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with Virtual Services Group Corp. is declined or reversed, your credit card expires and you have not provided Virtual Services Group Corp. 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 Virtual Services Group Corp. for all charges accrued before termination and for all costs incurred by Virtual Services Group Corp. in collecting such amounts, such as (but not limited to) collection costs and attorney's fees.
C. You are responsible for payment of all charges for services furnished to you and anyone authorized by you to use your service. This responsibility is not changed by virtue of any use, misuse, or abuse of your service undertaken or caused by third parties.
D. You must promptly notify Virtual Services Group Corp. of any change in your invoicing address or, if applicable, in the credit card or bank account used for payment. You should notify the Virtual Services Group Corp. Customer Care Department by e-mailing Virtual Services Group Corp. at the following address: Support@familylinkvoip.com.
E. Virtual Services Group Corp. will invoice Customer for Services on a monthly basis in advance and all payments are due and payable by Customer without demand or setoff within ten (10) days from the invoice date (the “Due Date”). Amounts not paid within twenty (20) days of the invoice date will be considered past due. If you make any late payments, and we bill you for the Services, we will charge you a late fee of 1.5%, which we apply to that period's charges and any outstanding charges and late payment charges that remain unpaid at the time of the next bill. If the state law where you receive the Virtual Services Group Corp. services requires a different rate, we will apply that rate.
F. If Virtual Services Group Corp. becomes concerned at any time about your ability to pay for services, Virtual Services Group Corp. may require that you pay its charges within a specified number of days or even prepay and that you make such payments in cash or the equivalent of cash.
G. If Virtual Services Group Corp. hires a collection agency to collect, or attempt to collect, any charges owed Virtual Services Group Corp., and you will be liable to Virtual Services Group Corp. for an additional payment equal to 35% of the charges owed, where permitted by applicable law. If Virtual Services Group Corp. incurs any fees or expenses, including attorneys’ fees, in collecting, or attempting to collect, any charges owed Virtual Services Group Corp. other than by hiring a collection agency, you will be liable to Virtual Services Group Corp. for the payment of all such fees and expenses reasonably incurred.
H. If billing systems or other support is not available for a service, feature, surcharge, tax or other charge element at the time of service provision, Virtual Services Group Corp. will bill for that service, feature, surcharge, or other charge element as soon as it is capable of doing so.
I. No Credit Allowances for Interruption of Service You acknowledge and agree that the Service is provided “as is.” Credit allowances for interruption of Service, including international calling services, will not be provided.

VI. CANCELLATION OF SERVICE

A. By the Customer

1. If you cancel your Service after the 30-day Money-Back Guarantee period, there is no cancellation fee.
2. If you cancel your Service with Virtual Services Group Corp., you may be able to use the Device or Equipment with any other VoIP service.
3. Cancellation may take up to two business days.
4. Your credit card will be charged for any usage after contacting Virtual Services Group Corp. to cancel your Service.

B. By Virtual Services Group Corp.

1. Virtual Services Group Corp. reserves the right to discontinue furnishing services, cancel your account, and/or block your access to familylink network, without incurring any liability, immediately and without notice if Virtual Services Group Corp. deems that such action is necessary to prevent or to protect against fraud or to otherwise protect Virtual Services Group Corp.’s personnel, agents, facilities, or services. Without limitation, Virtual Services Group Corp. may take such actions if:
a. You refuse to furnish information or furnish false information that (i) is essential for billing; or (ii) pertains to your creditworthiness, your past or current use of common carrier communications service, or your planned use of such service;
b. You indicate that you will not comply with a request for security for the payment for services;
c. Your service usage charges exceed established parameters based on your history of usage, which may indicate a likelihood of non-payment or possible fraud;
d. You have been given written notice by Virtual Services Group Corp. of any past due amount (which remains unpaid, in whole or in part) for any of Virtual Services Group Corp.’s or an affiliated carrier's service to which you either subscribe or had subscribed or used;
e. You either refuse to pay when billed for service or indicate to Virtual Services Group Corp. or an entity billing on Virtual Services Group Corp.’s behalf that you do not intend to pay for service used by you;
f. You use, or attempt to use, service with the intent to avoid the payment, either in whole or in part, of the charges for the service by (i) using or attempting to use service by rearranging, tampering with, or making connections to service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices;
g. You act, or fail to act, in a manner that hinders or frustrates any investigation by Virtual Services Group Corp. or others having legal authority to investigate your legal obligations;
h. Your telephone equipment fails to pass back to Virtual Services Group Corp. the appropriate signal to start and stop billing for a call;
i. You were previously provided with notice of breach of contract, took corrective action, but thereafter engage in the same breach activity; or
j. You act in a manner that is threatening, obscene, harassing, or abusive to Virtual Services Group Corp. personnel.
2. Virtual Services Group Corp. reserves the right to discontinue furnishing services, cancel your account, and/or block your access to Virtual Services Group Corp. network, without incurring any liability, immediately upon written notice to you if:
a. Any invoice charges remain outstanding and owed by you after the 30th day from the date of the invoice notifying you of the charges; or
b. You fail to comply with a request by Virtual Services Group Corp. for security for the payment for services.
3. The discontinuance of service(s) by Virtual Services Group Corp. pursuant to these provisions does not relieve you of any obligation to pay Virtual Services Group Corp. for charges due and owing for service(s) furnished up to the time of discontinuance.

VII. LIABILITY

A. Virtual Services Group Corp. will not be liable for: (i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, strikes, lockouts, work stoppages or other labor difficulties; and any law, order, regulation or other action of any governing authority or agency thereof; or (ii) delayed installation of Virtual Services Group Corp.’s facilities or commencement of service.
B. With respect to any other factual allegation, legal claim, or dispute by you or by any others, for damages associated with the ordering (including the reservation of any specific number for use with a service), installation (including delays thereof), provision, termination, maintenance, repair, interruption, or restoration of any service or facilities offered by Virtual Services Group Corp., Virtual Services Group Corp.’s liability, if any, will be limited as follows:
1. With respect to the routing of calls by Virtual Services Group Corp. to public safety answering points or municipal emergency service providers, Virtual Services Group Corp.’s liability, if any, will be limited to the lesser of: (a) the actual monetary damages incurred and proved by you as the direct result of Virtual Services Group Corp.’s action, or failure to act, in routing the call, or (b) the sum of $1,000.00.
2. With respect to the provisioning of, or any error or omission in, data, information, or content furnished in connection with any service provided by Virtual Services Group Corp., for example, Directory Assistance, Virtual Services Group Corp.’s liability will be limited to the lesser of: (a) the amount of actual money damages proven by you to have been incurred as the proximate result of your reliance on such data, information, or content; or (b) $100.00.

C. IN NO EVENT WILL Virtual Services Group Corp. BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT Virtual Services Group Corp. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

D. Virtual Services Group Corp. will be indemnified, defended, and held harmless by you against all claims of loss or damage arising from the use of service furnished by Virtual Services Group Corp., including:
1. Allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the material, data, information, or other content transmitted via Virtual Services Group Corp. service; and
2. All other allegations and claims arising out of any intentional act or omission by you or others authorized by you to use the service, in connection with any service provided by Virtual Services Group Corp..

E. Virtual Services Group Corp. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT. Virtual Services Group Corp. DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON Virtual Services Group Corp. BEHALF AND YOU MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY BY Virtual Services Group Corp..

F. Virtual Services Group Corp. will not be liable for any act or omission of any other company or companies furnishing a portion of the service, or from any act or omission of a third party, including those vendors participating in Virtual Services Group Corp. offerings made to you, or for damages associated with service, or equipment that it does not furnish, or for damages that result from the operation of customer provided systems, equipment, facilities or services that are interconnected with Virtual Services Group Corp. services.

VIII. DISPUTE RESOLUTION

IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION.

A. Binding Arbitration

The arbitration process established by this section is governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. ?? 1?16. Both you and Virtual Services Group Corp. have the right to take any dispute that qualifies to small claims court rather than arbitration. All other disputes arising out of or related to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory) must be resolved by final and binding arbitration. This includes any dispute based on any product, service or advertising having a connection with this Agreement and any dispute not finally resolved by a small claims court. The arbitration will be conducted by one arbitrator using the procedures described by this Section. If any portion of this Dispute Resolution Section is determined to be unenforceable, then the remainder shall be given full force and effect. The arbitration of any dispute involving $10,000 or less shall be conducted in accordance with the Consumer Arbitration Rules of the American Arbitration Association ("AAA"), as modified by this Agreement, which are in effect on the date a dispute is submitted to the AAA. The AAA's Commercial Arbitration Rules and fee schedules will apply to any disputes in excess of $10,000. You have the right to be represented by counsel in an arbitration. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms. The arbitrator may not award punitive, exemplary or similar damages. The parties agree that an award of such damages will be void if issued.

NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS. THE ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT AND MAY NOT AWARD PUNITIVE DAMAGES OR ATTORNEYS' FEES UNLESS SUCH DAMAGES ARE EXPRESSLY AUTHORIZED BY A STATUTE. YOU AND Virtual Services Group Corp. BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT.

B. Arbitration Information and Filing Procedures

Before you take a dispute to arbitration or to small claims court, you must first contact our Customer Care Department representative at the customer service number on your Virtual Services Group Corp. invoice for the Services, or write to us at the following address and give us an opportunity to resolve the dispute:

Virtual Services Group Corp., Inc.
PSC 812 BOX 3410

FPO, AE 09627
Attention: Customer Service Department

You must describe your dispute and provide Virtual Services Group Corp. with any supporting documentation. Likewise, if Virtual Services Group Corp. has a dispute with you, it will notify you by letter sent to your billing address and attempt to resolve it before pursuing arbitration.
If the dispute cannot be satisfactorily resolved within sixty days from the date you or Virtual Services Group Corp. is notified by the other of a dispute, then either party may then contact the AAA in writing at AAA Service Center, 134555 Noel Road, Suite 1750, Dallas, Texas 75240-6620 and request arbitration of the dispute. Information about the arbitration process and the AAA's Arbitration Rules and its fees are available from the AAA on the Internet at www.adr.org. The arbitration will be based only on the written submissions of the parties and the documents submitted to the AAA relating to the dispute, unless either party requests that the arbitration be conducted using the AAA's telephonic, on-line, or in-person procedures. Additional charges may apply for these procedures. Any in-person arbitration will be conducted at a location that the AAA selects in the state of your primary residence. Any arbitration shall remain confidential. Neither you nor Virtual Services Group Corp. may disclose the existence, content or results of any arbitration or award, except as may be required by law, or to confirm and enforce an award. Judgment of the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWO YEARS AFTER THE DATE THE BASIS FOR THE CLAIM OR DISPUTE FIRST ARISES.

C. Fees and Expenses of Arbitration

Each party must pay its own expenses associated with any arbitration, including its attorney’s fees. If you file a request for arbitration, you will have to pay a filing fee in accordance with the AAA fee schedule. Under AAA rules, some costs such as the arbitrator’s fees and expenses will be allocated between the parties. In addition to the procedures described in this Section for resolving a dispute, you may also have the right to file a complaint with an appropriate federal or state regulatory agency.

IX. MISCELLANEOUS PROVISIONS

A. Entire Agreement.

These Terms and Conditions constitute the entire Agreement between you and Virtual Services Group Corp., and supersede any and all prior agreements, oral or written, concerning the subject matter. If there is any inconsistency or conflict between the terms of any calling plan, promotion, and/or authorized written communications you have received and the provisions of this Agreement, the provisions of this Agreement will control.

B. No Obligation to Assist in Switching Carriers.

If you either voluntarily cancel your Virtual Services Group Corp. account or if Virtual Services Group Corp. cancels your service for any reason set forth above, Virtual Services Group Corp. will have no obligation whatsoever to assist you in any respect in switching from Virtual Services Group Corp. to another carrier.

C. Assignment.

Customers may not modify or assign this Agreement. In its sole discretion, Virtual Services Group Corp. may assign this Agreement.

D. No Waiver of Rights.

If either party fails to enforce any right or remedy under this Agreement, that does not waive the right or remedy for any other breach or failure.

E. Binding Effect.

This Agreement is binding upon you and Virtual Services Group Corp. and upon, respectively, your and Virtual Services Group Corp.’s agents and heirs.

F. Severability.

If any part or provision of this Agreement is finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, then that part or provision will be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts or provisions of this Agreement.

G. Governing Law.

This Agreement is governed by and construed under the laws of the State of Delaware and applicable federal law, without regard to its choice of law principles, except that the arbitration provisions in Section VII shall be governed by the Federal Arbitration Act. This governing law provision applies no matter where you reside, or where you use or pay for the services.

H. Survival.

Any liability or obligation of a party to the other party under the provisions of Sections I, IV, V and VII as applicable, will, in each case, survive cancellation or termination of this Agreement.

I. Headings of No Force or Effect.

Headings in this Agreement are for reference only and have no effect on the meaning of any provision.