ZattCo Subscriber Agreement

This is an agreement ("Agreement") between Zatt Co. ("we", "us" or "ZattCo") and you, an end user ("you", "user" or “Customer”) of ZattCo's Residential or Small Business enhanced communications services (the "Service") as described herein. By establishing, activating, using, or paying for the Service, you acknowledge that you have read and understood these terms, you agree to the terms and conditions in this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms, including those pertinent to 911 Emergency Dialing, and to the prices, charges, and conditions provided to you in association with your enrollment, including marketing materials and the ZattCo website, which are incorporated herein by reference. This Agreement governs the Service and any devices - such as a VoIP phone, analog telephone adaptor, multimedia terminal adapter, or computer operating software enabling the Service (each alone or all collectively known as "Equipment") - website, or software used in conjunction with the Service.

911 EMERGENCY DIALING

PLEASE READ THIS INFORMATION REGARDING 911 VERY CAREFULLY. BY ACTIVATING AND PAYING FOR THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THE LIMITATIONS OF ZATTCO 911 EMERGENCY DIALING SERVICE, AND UNDERSTAND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL 911 or E911 CALLS. You agree to notify any user who may place calls using your Service, including any household residents or guests who may be present in your household, of the limitations of ZattCo 911 Emergency Dialing.

PLEASE BE AWARE THAT EVEN IN THOSE AREAS IN WHICH ZATTCO OFFERS 911 SERVICE, ZATTCO CANNOT AND DOES NOT GUARANTEE THAT THE SERVICE WILL OPERATE AS INTENDED. THE ONLY WAY TO KNOW WITH ABSOLUTE CERTAINTY THAT YOU HAVE FUNCTIONING 911 SERVICE IS TO TEST THE SYSTEM; ZATTCO IS NOT AUTHORIZED TO MAKE TEST CALLS TO THE 911 SYSTEM AND CANNOT AUTHORIZE YOU TO DO SO. YOU MAY WISH TO CALL THE NON-EMERGENCY NUMBER OF YOUR LOCAL POLICE OR FIRE DEPARTMENT TO FIND OUT IF THEY ARE ABLE TO HELP YOU OBTAIN SUCH PERMISSION.

ZATTCO RECOMMENDS THAT YOU MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING EMERGENCY SERVICES IN THE EVENT OF A SERVICE DISRUPTION FOR ANY REASON.

ZattCo 911 Service. ZattCo 911 Emergency Dialing is not available in all areas. To activate this service where available, you must register the physical location of your Equipment with ZattCo, and that location must be within the geographic serving area of a Public Safety Answering Point ("PSAP") to which ZattCo has enabled for this service. If you fail to activate and properly configure 911 Emergency Dialing, the Service will not support 911 Emergency Dialing, and you acknowledge and agree to this requirement. 911 Emergency Dialing may not function for up to ten (10) business days after ZattCo activates your Service, and you acknowledge and agree to this requirement.

Service Address. You must provide the address which will be associated with the Service ("Service Address") during the registration process. The service address you provide must be in the same rate center as the Household (primary) number you have selected. Failure to provide the correct and proper Service Address may result in misdirecting 911 calls to the incorrect PSAP or emergency operator and/or the failure to reach the correct location and render emergency service when requested. You acknowledge that 911 dialing will not function properly if you move your Equipment to another Service Address, either temporarily or permanently, unless the new Service Address has been properly recorded and is in an area for which ZattCo provides 911 Emergency Dialing. You may change your Service Address by sending an email with current and new Service Address information to address_change@zattco.com. Change of Service Address will take a minimum of ten business days to properly update the 911 emergency databases.

911 Service Limitations. The following additional limitations apply to 911 Emergency Dialing when it is provided by ZattCo:

P        ZattCo service is only available in areas where 911 service can be provided to new customers.

P        ZattCo 911 service will not function if the Equipment is not configured properly or if your ZattCo Service is not functioning for any reason. This includes a broadband or electrical power outage or if your broadband, ISP, or ZattCo Service is suspended or terminated. In addition, in the event of a local disaster, there is a greater possibility that a ZattCo 911 call will produce a busy signal, fail to be completed, or experience long connection times due to network congestion.

P        ZattCo 911 Service will not function properly for several days after you are able to make outbound calls with your Service. Because of the time it takes to properly update the 911 emergency databases, your 911 service will not be available immediately.

P        You must select a Household (primary) Number that is associated with your Service Address otherwise 911 service will not be available. Calls to 911 service route to the appropriate emergency administrator based on the telephone number you have chosen and the geographic location that you have provided to ZattCo. 911 must be available in your area for ZattCo to offer you service.

P        If you move or intend to use your ZattCo service away from the geographic location you have registered with ZattCo, you must update your account with your new location. You may change your Service Address by sending an email with current and new Service Address information to address_change@zattco.com. Since it may take 10 days or more to properly update the 911 emergency databases, you should NOT rely on ZattCo Service for 911 emergency dialing if you are using the Service when you are temporarily traveling away from home.

Enhanced 911 ("E911"). In certain areas in which ZattCo provides 911 Emergency Dialing, ZattCo provides E911 capabilities, if you have activated and properly configured 911 Emergency Dialing. When the caller dials 911 on a ZattCo-enabled phone with E911 service, ZattCo will automatically deliver the location information you provided at the time of activation, or as subsequently and properly updated, validated, and acknowledged by ZattCo, to the PSAP with the 911 call. If the location information you provided is incorrect, the emergency call may be misdirected to a PSAP that does not serve your location, which as a result may be unable to render sufficient emergency service. You acknowledge that you are solely responsible for maintaining accurate physical location information on your ZattCo account. If you move your ZattCo equipment to another location, you must update your Service Address by sending an email with current and new Service Address information to address_change@zattco.com.

Basic 911. In some areas in which ZattCo provides 911 Emergency Dialing, ZattCo may not support E911, and your physical location information may not be automatically delivered to the PSAP with the 911 call. The PSAP or local emergency dispatcher receiving a non-E911 emergency call may not be able to capture and/or retain automatic number or location information. This means that the dispatcher may not know the phone number or physical location of the person who is making the 911 call. Therefore, a caller dialing 911 using ZattCo may need to immediately tell the dispatcher the location of the emergency, and the caller must not prematurely disconnect the line, since the dispatcher may not have the phone number to call back the caller. If the caller is unable to speak or sufficiently describe the location, the emergency dispatcher may not be able to render emergency service to the appropriate location.

Acknowledgement. You understand and acknowledge that ZattCo 911 Emergency Dialing has certain characteristics that distinguish it from traditional, legacy, circuit-switched 911 service. These characteristics may make ZattCo unsuitable to some users. You should carefully evaluate your circumstances when deciding to activate ZattCo Service. You acknowledge that it is your responsibility to determine the technology or combination of technologies best suited to meet your emergency calling needs, and to make the necessary provisions for access to emergency calling services, such as maintaining a conventional phone line or wireless phone as a backup means of completing emergency calls.

Suspension of Your Account. You acknowledge and understand that a Service outage due to suspension of your account as a result of billing issues or any other reason, including, but not limited to, those reasons described elsewhere in this Agreement, will prevent all service, including Emergency 911 Dialing.

Indemnification. You acknowledge and understand that ZattCo will not be liable for any Service outage and/or inability to dial 911 using ZattCo or to access emergency service personnel due to the characteristics and limitation of ZattCo Service set forth in this document. You agree to defend, indemnify, and hold harmless ZattCo, its officers, directors, employees, affiliates, and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, you or any third party user of the Service relating to the failure or outage of the Service, including those related to 911 dialing. You acknowledge that ZattCo does not offer Lifeline service, and that we strongly recommend that you always have an alternative means of accessing emergency service. This provision supplements the general indemnification provision found below.

SERVICE DESCRIPTION

Service Requirements. The Service requires Equipment obtained through ZattCo that allows you to place and receive calls by using your high-speed Internet connection. ZattCo does not provide or support your high-speed Internet connection, which you need to supply at your own expense. We recommend that your high-speed connection have a capacity of at least 90 kbps upstream and downstream. Since the Service depends on your high-speed connection, the correct configuration of the Equipment, and an adequate power supply, ZattCo does not guarantee continuous availability. You acknowledge and understand that the Service will not function in the absence of electrical power or if there is an interruption of your high-speed Internet connection. A power failure may require you to reset or reconfigure your Equipment or other equipment in order to restore the Service.

Service Limitations. You understand and acknowledge that the Service may not be compatible with all non-voice communications equipment, including but not limited to, home security systems, medical monitoring equipment, fax machines, satellite television systems, and computer modems. You waive any claim against ZattCo for interference or disruption of such services and equipment.

Service Term. The Service is offered on a month-to-month basis, beginning on the date ZattCo activates Service, and automatically renews on a monthly basis. You may cancel the Service at any time by contacting ZattCo according to the procedure described on the ZattCo website. If you cancel Service prior to the end of a monthly term, you will be responsible for paying the full month's charges to the end of the then current monthly term, including applicable fees and usage charges. Expiration of the term or cancellation of Service does not excuse you from paying all unpaid, accrued charges due in relation to the Agreement. You will not receive a partial credit for any prepaid monthly service charge for any days remaining in your cancellation month.

Service Distinctions. The Service is not a telecommunications service, and important distinctions exist between telecommunications service and the Service. In addition, different regulatory treatment is applied to the Service as compared with telecommunications service, which may affect your rights before regulatory agencies.

Your Responsibility. You acknowledge and agree that you are fully responsible for all use on your account, and you accept full liability and responsibility for the actions of anyone who uses the Service via your account with or without your permission. You should safeguard your usernames and passwords, as well as the identifier of the Equipment (referred to as the "MAC address") which ZattCo uses to authenticate usage on your account.

USE OF SERVICE

Resale and Transfer. You are expressly prohibited from reselling or transferring the Service, Equipment, and/or software to any other person for any purpose, without express written permission from ZattCo in advance.

Residential Use. The Service is intended for normal residential use.  The Service and Equipment are provided to you and your household as a residential user, for your personal, residential, non-business and non-professional use. This means that you are not using them for any commercial or governmental activities, profit-making or non-profit. If ZattCo determines, in its sole discretion, that you are reselling the Service, allowing persons residing outside of your household to regularly use the Service, or that the Service is being used for non-residential or commercial use, ZattCo reserves the right to immediately terminate without notice or modify the Service and to assess additional charges for each month in which excessive usage occurred.

Small Business Use. If you have subscribed to ZattCo's Small Business services, the Service and Equipment 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 ZattCo Small Business Plans are for ordinary and usual office voice communications and do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting, fax blasting, or any type of automated or continuous use. ZattCo reserves the right to immediately terminate or modify the Service, if ZattCo determines, in its sole discretion, that the Service is being used for any of the aforementioned activities, in accordance with applicable law regarding such terminations.

Cancellation of Service.  You may cancel the Service at any time by notifying ZattCo Customer Care at (800) 606-9916. You remain fully liable for accrued charges outstanding at the time of termination, and you authorize ZattCo to process these charges to your credit or debit card.

If Customer cancels the Service for any reason within twelve (12) months of the Activation Date and does not return the Equipment to ZattCo, Customer will be charged a disconnect fee of $30 per voice line (the “Disconnect Fee”). The Disconnect Fee becomes due and payable immediately if the Equipment is not returned to ZattCo and postmarked as of the fourteenth (14th) day after cancellation and will be billed directly to Customer's credit card. If Customer has multiple lines, Customer will be charged the Disconnect Fee of $30 per line for each line cancelled. Customer will not be charged a disconnect fee for changing telephone numbers, while keeping the same number of lines. Cancellations will only be accepted via phone through ZattCo Customer Care at (800) 606-9916, and will be effective upon the date that you call.

All returned Equipment must be in the original packaging with the UPC or bar code intact, and postmarked within fourteen (14) days of cancellation. All components, manuals and registration card(s) must be included and equipment must be in good condition, as determined by ZattCo. Equipment must be returned with a valid return authorization number obtained from ZattCo Customer Care. Customer is responsible for return shipping of Equipment.

Money Back Guarantee.  ZattCo offers a 30-day Money Back Guarantee, applicable to one primary line per account, not additional or secondary lines. Under terms of the Money Back Guarantee, ZattCo refunds the activation fee and first month of Service. ZattCo reserves the right to terminate or revoke the Money Back Guarantee at any time, without prior notice.

Customer must cancel Service through ZattCo Customer Care at (800) 606-9916 within thirty (30) days of the Activation Date. Cancellations will be effective on the date that you contact ZattCo. Equipment must be returned to ZattCo and postmarked within fourteen (14) days thereafter. Usage must not exceed 500 minutes within the first thirty (30) days of Service. Customer is responsible for any charges for international traffic or directory assistance. Cancellation may take up to two (2) business days. Any usage after contacting ZattCo is Customer’s responsibility. Accounts exceeding 500 minutes of usage are not eligible for refund. Customer may not port away a new phone number (or “DID”) if Customer cancels within thirty (30) days.

All returned Equipment must be in the original packaging with the UPC or bar code intact, and postmarked within fourteen (14) days of cancellation. All components, manuals and registration card(s) must be included and equipment must be in good condition, as determined by ZattCo. Equipment must be returned with a valid return authorization number obtained from ZattCo Customer Care. Customer is responsible for return shipping of Equipment. The Money Back Guarantee will not be honored if Customer fails to meet all above requirements.

Bundled Service. You acknowledge and agree that the Services are offered on a bundled basis (including local, toll, long distance and international service) and cannot be separated. You acknowledge that these services (local, toll, and long distance) are not available individually and that in order to maintain each of the services in the bundle, one must maintain the others on the same service line. Should you wish to change any of these services provided by ZattCo, you will terminate your Service with ZattCo.

Calling Limitations. ZattCo does not support certain call types offered by traditional phone services, including, but not limited to, 0+ calling (including without limitation collect or third party billing), 900 and 976 calls, and 10-10 "dial-around" calls. The Service may not support 311, 511, and/or other x11 services (other than 911 and 411) in some or all Service areas.

Local Number Portability. If you transfer to ZattCo an existing phone number which is currently subscribed to a carrier other than ZattCo, the following terms and conditions apply: (1) you hereby authorize ZattCo to notify your local telephone company of your decision to switch your local services to ZattCo and to transfer your telephone number, and represent that you are authorized to take this action; (2) you acknowledge and agree that you must successfully install and activate your Equipment prior to the date that the number switch becomes effective; and (3) ZattCo has the right to refuse to import a number if, in its sole discretion, it does not have the infrastructure to support the number. You remain solely responsible for any charges you incur with the telephone company from which the number is being transferred during the period of the transfer, regardless of delays in completing the transfer caused by any reason by any party.

Network Integrity and Security. You are expressly prohibited from any use of the Service or any other action that, in ZattCo's sole discretion, is deemed to present a risk to the network integrity or security of ZattCo or its vendors, whether directly or indirectly. ZattCo, in its sole discretion, may terminate your Service without advance notice if it determines your actions could cause a network disruption or security breach.

Telephone Number. You may not sell any telephone number assigned by ZattCo ("Number"). Upon termination of the Service, ZattCo may, in its sole discretion, release a Number that was ported in from a previous service provider to ZattCo by you and used in connection with your Service provisioned by ZattCo to your new service provider, if such new service provider is able to accept such Number, provided that your entire account has been terminated, that you have paid all charges due to ZattCo, and that you request the transfer upon terminating your account.

Use Outside the United States. The Service is intended for use in the United States. If you remove the Equipment to a country other than the United States, you do so at your sole risk, including the risk that such activity violates local laws in the country where you do so. Use of the Service is expressly prohibited wherever its use violates local laws, and you are personally liable for any such violations. ZattCo reserves the right to terminate your Service immediately and without notice if it determines that you are using the Service in violation of applicable local laws.

Unlawful and Prohibited Use. You agree to use the Service only for lawful purposes. You are expressly prohibited from using the Service to transmit or receive any communication or material of any kind when in ZattCo's sole judgment the transmission, receipt, or possession of such communication or material would constitute, or encourages conduct that would constitute, a criminal offense, give rise to a civil liability, or otherwise violate any applicable laws. You are expressly prohibited from using the Service or Equipment for any abusive or fraudulent purpose, including using the Service in a way that interferes with our ability to provide the Service to you or other customers or avoids your obligation to pay for communications services. ZattCo, in its sole discretion, may terminate your Service without advance notice if it believes you have violated the aforementioned restrictions, or if you act in a manner that is threatening, obscene, harassing, or abusive to ZattCo personnel. You are liable for any and all use of the Service by any person using the Service provided to you and agree to indemnify and hold harmless ZattCo against any and all liability for any such use. If ZattCo, in its sole discretion, believes that you have violated the aforementioned restrictions, ZattCo may forward personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding.

Tampering. You agree not to change the electronic serial number or equipment identifier, if any, of the Equipment, or to perform a factory reset of the Equipment, without express written permission from ZattCo. You agree not to disrupt the Service or make any use of the Service that is inconsistent with its intended purpose or to attempt to do so. ZattCo, in its sole discretion, may terminate your Service without advance notice should you tamper with the device.

Theft of Service. You agree to notify ZattCo immediately if the Equipment is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. You must provide a detailed description of the circumstances of the theft or fraudulent use of the Service and supply any additional documentation reasonably requested by ZattCo. Failure to do so in a timely manner may result in the termination of your Service and additional charges.

Alternative Interface Devices. If you decide to use the Service through an interface device not provided or supported by ZattCo, which ZattCo reserves the exclusive right to prohibit, you warrant and represent 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 ZattCo and its vendors against any and all liability arising out of your use of such alternative interface device with the Service. ZattCo has no obligation to support or service the use of such alternative interface devices in any way, and in its sole discretion may decline to provide the configuration information required to allow the device to effectuate the Service.

Copyright, Trademark, and Unauthorized Use. The Service and Equipment and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Equipment, and all Services, information, documents, and materials on ZattCo's website are protected by copyright, trademark, 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 ZattCo are and shall remain the exclusive property of ZattCo and nothing in this Agreement shall grant you the 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 you in conjunction with providing the Service, or embedded in the Equipment, other than a nontransferable, revocable license to use such firmware or software strictly in accordance with the terms and conditions of the Agreement, and that the Equipment is exclusively for use in connection with the Service.

Audit and Law Enforcement. ZattCo reserves the right to audit your use of the Service to enforce the provisions of this Agreement. ZattCo reserves the right to track and monitor your Service and usage subject to the requirements of the United States Patriot Act and other laws and appropriate law enforcement processes. You acknowledge and agree that this Agreement is sufficient notice to you of such monitoring to the extent any notice is required under applicable federal or state law.

CHARGES AND PAYMENTS

Billing. You must provide a valid credit or debit card number when the Service is activated. You authorize ZattCo to charge automatically to your credit or debit card any amounts payable by you in connection with your use of the Service. Your right to use the Service is subject to any limits established by your credit or debit card issuer. Your charges and credits issued will appear on a billing statement that will be sent to the email address on record with ZattCo. You give ZattCo permission to obtain authorization for use of your credit or debit card from your card issuer. If the card expires, you close your account, your billing address changes, or the card is cancelled and replaced owing to loss or theft, you must advise ZattCo at once. Your initial use of the Service authorizes ZattCo to charge the card account number on file with ZattCo, updated by any changed information related to card expiration, replacement, or substitution. This authorization remains valid until 30 days after ZattCo receives your notice to terminate ZattCo's authority to charge your card, whereupon ZattCo will charge you for any outstanding charges and terminate the Service. ZattCo bills all charges and applicable taxes monthly in advance (except for usage-based charges, which will be billed monthly in arrears, plus any other charges which ZattCo chooses to bill in arrears) to your card. ZattCo is not responsible for any overdraft or other charges imposed by your card issuer or bank due to insufficient funds in your account. ZattCo reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50. All charges will be billed according to the rates and terms set forth in published materials and found on the ZattCo website.

Commencement of Billing. You understand that you are responsible for self-installation of the Equipment per the provided instructions.  You will be billed an activation fee and associated shipping and handling when the Equipment is shipped from ZattCo, and your Service will be considered active seven days after the shipment date or on the day you activate the Service, whichever comes first (the "Activation Date"). You are encouraged to complete installation of the Service by the Activation Date in order to take full advantage of your Service period. You will be responsible for full payment for the charges on your ZattCo bill even if you do not install the Equipment promptly or use the Service.

Price and Price Changes. Prices and charges relating to the Service are posted on the ZattCo website. We may change the prices and charges for the Service from time to time. We may decrease prices without providing advance notice. Increases to the prices or charges for the Service are effective no sooner than fifteen days (1) after posted on the ZattCo website or (2) you are otherwise notified of the changes.

Failure to Pay. We may suspend, restrict, or cancel the Services and this Agreement if you do not make payments for current or prior bills by the required due date. Service suspension or cancellation will result in your loss of the number associated with the Service.

Late Payment Charge. We may add interest charges to any past-due amounts at the lower of 1.5% per month or the maximum rate allowed by law, prorated for each day payment is past due. Acceptance of late or partial payments (even if marked "Paid in Full" or with other restrictions) shall not waive any of our rights to collect the full amount of your charges for the Service. You agree to reimburse us for reasonable attorneys' fees and any other costs associated with collecting delinquent or dishonored payments. If charges cannot be processed through your credit or debit card, we will charge you an additional $15.00. If the state where you receive the Service requires a different fee, we will charge you that amount.

Taxes. You are responsible for, and must pay, any applicable federal, state, local, or other governmental sales, use, excise, 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 associated equipment. These amounts are in addition to payment for the Service or equipment and will be billed to your credit or debit card as set forth in this Agreement. If you are exempt from payment of such charges, you must provide documentation satisfactory to us that you are exempt. Tax exemption will only apply from and after the date ZattCo receives this documentation. Taxes will be in the amounts specified by federal, state, and local authorities.

Service Interruption. You acknowledge and agree that credit allowances for interruption of the Service will not be provided.

Billing Disputes. You must notify ZattCo Customer Care at (800) 606-9916 within seven days after receiving your credit or debit card statement if you dispute any ZattCo charges on that statement or such dispute will be deemed waived.

INDEMNIFICATION

You agree to defend, indemnify, and hold ZattCo, its affiliates, and agents and any other service provider who furnishes services to you or enables us to furnish services to you in connection with this Agreement or the Service, harmless from claims or damages relating to or arising out of the Service, the Equipment or its installation, or this Agreement, including, but not limited to, 911 Emergency Dialing or dialing associated with a security system.

You agree that ZattCo should not be and is not responsible for any third party claims against us that arise from your use of the Service. Further, you agree to reimburse us for all of our costs and expenses related to the defense of any such claims, including attorneys' fees, unless such claims are based on our willful misconduct or gross negligence. Notwithstanding the foregoing, your indemnification obligations related to 911 emergency dialing are more expansive, as described above.

LIMITATIONS OF LIABILITY

BY ENROLLING IN, ACTIVATING, USING, OR PAYING FOR THE SERVICE, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE LIMITATIONS OF ZATTCO SERVICE DESCRIBED HEREIN.

ZATTCO'S LIABILITY TO YOU ON ACCOUNT OF ANY ACT OR OMISSION OF ZATTCO RELATED TO THIS AGREEMENT SHALL BE LIMTED TO ACTUAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY , OR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY ZATTCO'S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ZATTCO HAVE ANY LIABILITY TO YOU WHATSOEVER ON ACCOUNT OF ANY ACT OR OMISSION OF ZATTCO RELATED TO 911 EMERGENCY DIALING. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE FORM OF ACTION. ZATTCO AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR MODIFICATIONS TO, OR LOSS OR DESTRUCTION OF, ANY OF YOUR SOFTWARE, FILES, DATA, OR PERIPHERALS. FURTHERMORE, IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF ZATTCO OR ITS AFFILIATES ARISING WITH RESPECT TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY YOU IN THE TWELVE MONTHS UNDER THIS AGREEMENT IMMEDIATELY PRECEDING THE CLAIM.

WARRANTY LIMITATIONS

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE MATERIALS ACCOMPANYING THE EQUIPMENT, WE MAKE NO WARRANTIES OF ANY KIND REGARDING THE SERVICE, EQUIPMENT, OR ANY OTHER EQUIPMENT AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTIES THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS. WE ALSO MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, ZATTCO EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.

DISPUTE RESOLUTION BY BINDING ARBITRATION

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.

Any dispute or claim between you and ZattCo arising out of or relating in any way to the Service or the Equipment provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitrator's decision shall be final and binding. 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. Without limiting the foregoing, the parties agree that no arbitrator has the authority to award relief in excess of what this Agreement provides.

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 BARRED BY THIS AGREEMENT, INCLUDING PUNITIVE OR EXEMPLARY DAMAGES OR ATTORNEYS' FEES. YOU AND ZATTCO BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT.

The arbitration shall be conducted in English in the State of Texas and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or ZattCo may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Texas, necessary to protect the rights or property of you or ZattCo pending the completion of arbitration.

YOU ACKNOWLEDGE THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.

MISCELLANEOUS

General Provisions. This Agreement does not provide any third party with a remedy, claim, or right of reimbursement. Failure by ZattCo to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. This Agreement, and all other aspects of the use of the Service and the ZattCo website, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its choice of law rules. This governing law provision applies no matter where you reside, or where you use or pay for the Service. This Agreement constitutes the entire agreement between us and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral. No written or oral statement, advertisement, or service description not expressly contained in the Agreement will be allowed to contradict, explain, or supplement it. Neither you nor ZattCo is relying on any representations or statements by the other party or any other person that are not included in this Agreement. If any provision in this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Events Beyond Our Control. ZattCo will not be responsible to you for any delay, failure in performance, loss, or damage due to fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond our reasonable control.

Assignment. We can assign all or part of our rights or duties under this Agreement without notifying you. If we do that, we have no further obligations to you. You may not assign this Agreement or the Service without our prior written consent.

Survival. The provisions of this Agreement relating to indemnification (including those relating to 911 Emergency Dialing), limitations on liability, warranty limitations, billings, and your obligations to pay for the Service provided, including any additional usage charges, shall survive any termination of this Agreement or termination of the Service.

Non-Waiver. Failure by ZattCo to insist upon strict performance of any terms or conditions of this Agreement or failure or delay to exercise any rights or remedies provided herein or by law shall not release you from any of the warranties of obligations of this Agreement, and shall not be deemed a waiver of any right of ZattCo to insist upon strict performance hereof or any of its rights and remedies.

Changes to this Agreement. ZattCo may change this Agreement from time to time. Any changes will be posted at the Terms of Service section of the ZattCo website, currently located at www.zattco.com. Notice will be considered received by you and any such changes will become binding and effective on the date the changes are posted to the ZattCo website, except in the case of changes to the prices or charges, when we will comply with our notice commitments described above. IF YOU CONTINUE TO BE ENROLLED IN, USE, OR PAY FOR THE SERVICE AFTER ANY CHANGES IN THE PRICES, CHARGES, TERMS, OR CONDITIONS, YOU AGREE TO THE CHANGES. The Agreement as posted supersedes all previously agreed to electronic and written terms of service.

Zatt Co.
McKinney, TX
www.zattco.com

March 2006