Third Base International Telecom LLC - Commercial Terms of Service

SERVICES Description of Services. The Services provided pursuant to these Terms and Conditions shall be Inbound DID and Toll-Free Numbers, Long Distance Termination Service and other communications services.

TERM AND TERMINATION These Terms and Conditions shall be effective immediately and continue in force  as long  as the customers utilizes the Services provided by Third Base International Telecom LLC

Termination for Fraud- Failure to Answer Traceback Requirement. TBI may immediately suspend, restrict or terminate the Services upon email or other written notice, in whole or in part, and may deny requests for additional services or initiate other appropriate action: (i) if it suspects fraud, abuse or misuse by Customer, or its agents, representatives, affiliates or end users, or any other third party; (ii) if TBI determines that an unusually high volume of calls or other charges are being placed on Customer’s account in any twenty-four-(24) hour period; (iii) if TBI is prevented from providing the Services to Customer due to actions taken by TBI suppliers; or (iv) if use of the Services, or a portion thereof, is determined or reasonably suspected to violate any applicable law, rule or regulation of any country. In the case of (iii), TBI will use commercially reasonable efforts to notify Customer by email or other writing in advance of any suspension, restriction or termination of Services due to TBI suppliers. The Parties agree to cooperate in Traceback Investigations by the UST and the FCC in order to allow for timely and comprehensive law enforcement efforts against illegal Robocalls, the Parties will dedicate sufficient resources to provide prompt and complete responses to traceback requests from law enforcement and from US Telecom’s Industry Traceback Group and assist in identifying a single point of contact in charge of responding to these traceback requests, and respond to traceback requests as soon as possible. The Parties agree to apply best efforts to comply with TCPA requirements and may immediately suspend the services of the other party if it is determined that the services are being used in violation of TCPA requirements or being used in a fraudulent manner.

PRE-PAYMENT TERMS/INVOICING Prior to the provision of Services by Third Base International Telecom, the Customer shall make an initial prepayment via TBI’s online Customer Portal via Credit Card or PAYPAL (access is provided only upon request). Such prepayment shall be applied by TBI towards the customers’ usage of TBI’s services and is only refundable at TBI’s sole discretion. Customer agrees that it will Prepay for service on an ongoing basis as a condition of TBI continuing to provide Services hereunder. No interest shall be paid on any prepayments made to TBI.

Invoices: Invoices for Usage Charges for TBI’s Services shall be invoiced weekly covering a seven (7) day period. The billing period shall commence at 00:00:00 a.m., GMT-0 on Monday and continuing through 23:59:59 GMT-0, the following Sunday. Invoices shall be sent electronically to each Customers as specified by the customers on TBI’s online customer portal. Fraudulent Calls: Customer agrees that TBI has no ability to prevent fraudulent calls by third parties. Customer shall be solely responsible for any fraudulent use of the Services and shall pay for all usage, fraudulent or otherwise. Customer may not dispute any invoice from TBI based on any claim of fraudulent usage.

REGULATORY COMPLIANCE AND INDEMNIFICATION Each Party shall comply with all applicable federal, state, and local laws, rules, and regulations applicable to its performance under these Terms and Conditions. Each Party will operate its network and systems in accordance with general industry standards and protocols. Basic 911 and E911 Service Limitation. If Customer is ordering Call Origination or Call Termination Services, Customer understands and agrees that the Service cannot complete calls to Basic 911, E911 or other emergency calling services and that Customer will not utilize the Service in the provision of any offering to its end users that would require the Service to provide Basic 911 or E911 functionality. Customer agrees that it shall be solely liable for and shall indemnify TBI from and against any and all lawsuits, claims, demands, penalties, losses, fines, liability, damages and expenses, including reasonable attorney’s fees, arising out of or in any way relating to such inability to complete Basic 911, E911, and other emergency calls, including, without limitation, any actual failure of any such call to be completed.

CUSTOMER RESALE AND END USER RESPONSIBILITIES If Customer is a reseller of our services, they are solely responsible for obtaining all licenses, approvals, and regulatory authority for its use and operation of the Services and the provision of Services to its End Users. In connection with its resale of the Services, Customer is solely responsible for all billing, billing adjustments/credits; Customer service, creditworthiness and other service-related requirements of its End Users, and TBI shall have no liability to Customer’s End Users under this Terms and Conditions. Customer’s payment obligations hereunder are not contingent upon Customer’s ability to collect payments or charges from its End Users, Affiliates, agents, brokers or re-sellers. Customer shall save, protect, indemnify and hold TBI harmless from and against any and all claims, demands, suits, actions, losses, damages, assessments or liabilities of any nature whatsoever arising directly or indirectly out of: (a) any damages caused by any intentional or illegal acts of Customer or any of its End-Users, (e.g., number spoofing) in connection with its use or resale of the Services; (b) Customer’s or End User’s use, resale or modification of the Services, or (c) any claims by Customer’s Customers or ultimate End-Users alleging any defect in any of the Services. The terms, representations, warranties and Terms and Conditions of the Parties set forth in this Terms and Conditions are not intended for, nor shall they be for the benefit of or enforceable by, any third party (including, without limitation, Customer’s Affiliates and End Users).

Disclaimer of Warranties; Limitation of Liability YOU UNDERSTAND AND AGREE THAT: (1) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THIRD BASE INTERNATIONAL TELECOM LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. (2) THIRD BASE INTERNATIONAL TELECOM LLC MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (v) THE SERVICES WILL NOT CONFLICT OR INTERFERE WITH OTHER SERVICES FROM THIRD BASE INTERNATIONAL TELECOM LLC OR THIRD-PARTIES THAT YOU RECEIVE AT YOUR PREMISES.

No Refunds. Neither non-usage of the Service nor misdialing while using the Service entitles Customer to a credit for, or refund of, any portion of a payment made to us.

Other Terms and Conditions.

Waiver. No term or provision of this Terms and Conditions shall be deemed waived, and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. No consent by any Party to, or waiver of, a breach or default by the other Party, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach or default or shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of any other obligation or act.

Force Majeure. For purposes of these Terms and Conditions, "Force Majeure" means any event or circumstance beyond the reasonable control of a Party which affects the performance by such Party of its obligations hereunder, including but not limited to, any war, declared or not, or hostilities, or belligerence, blockade, revolution, insurrection, acts of terror, riot, public disorder, expropriation, requisition, confiscation or nationalization, whether imposed by law, decree or regulation by any governmental authority, or fire, unusual flood, earthquake, volcanic activity, storm, typhoons, lightning, unforeseen changes to TBI’s underlying carrier contracts, performance of TBI’s carriers, or any event, matter or thing, wherever occurring that is clearly outside of either Party's reasonable control. In the event of a Force Majeure Event, neither Party shall be liable to the other for any delay or failure in performance of any part of this Terms and Conditions, and the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay or prevention. The Party claiming relief under this Section shall notify the other in writing of the existence of the Force Majeure Event. Notwithstanding this provision, the Customer shall in no way be relieved of any of its payment obligations as provided herein.

Choice of Law. These Terms and Conditions will be governed by and construed in accordance with the Laws of the State of Florida, USA, without regard to its conflicts of law principles. Venue for any cause of action arising out of or related to these Terms and Conditions shall be brought and maintained exclusively in the court of appropriate jurisdiction located in Fort Myers, FL and Lee County. The customer consents and agrees to submit to the jurisdiction of such courts. Should legal action be required by either Party to enforce this Terms and Conditions, the prevailing Party shall have the right to recover its reasonable expenses (including attorney and collection agency fees) incurred in the enforcement of its rights under the Terms and Conditions.

No Partnership. Nothing contained in these Terms and Conditions shall be construed to create a partnership or joint venture between the Parties or their successors in interest or permitted assigns. The relationship between the Parties is that of independent contractors and shall not be that of partners, and nothing herein shall be deemed to constitute a partnership, agency, joint venture, employee relationship or franchise between them or a merger of their assets or their fiscal or other liabilities or undertakings. Neither Party shall have the right to bind the other Party, or otherwise make any representations or guarantees on behalf of the other, except as expressly provided for in these Terms and Conditions.

Binding Effect. If any provision of this Terms and Conditions is held to be invalid or unenforceable, the remainder of the Terms and Conditions will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable. Assignment.