This agreement ("Agreement") is between Ring 9, Inc. ("Ring 9") and you ("End User"). The Ring 9 service and any related services or products provided by Ring 9 to the End User ("Services") shall be governed by the terms and conditions herein. By activating the Services, the 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. Should equipment not be acquired through Ring 9, equipment terms need not apply.

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 to End User, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY END USER AT ANY TIME ARE HEREBY OBJECTED TO BY Ring 9, 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 Ring 9. No waiver or amendment to this contract or these terms and conditions shall be binding on Ring 9 unless made in writing expressly stating that it is such a waiver or amendment and signed by an officer of Ring 9.

2. TERM. The term of this Agreement ("Term") begins on the date that Ring 9 initiates the Services and continues for the duration of the service. The End User agrees to pay for the Services for the duration of the Term. Expiration of the Term does not alleviate the End User of responsibility for paying all unpaid, accrued charges due hereunder. If the End User wishes to terminate their service within the first year of service, the End User is responsbile for paying a $39.99 termination fee. Upon termination, the End User must immediately return to Ring 9 any Ring 9 equipment provided hereunder ("Equipment"), undamaged and in good working condition, in its original packaging and with its original content or otherwise will be immediately responsible for paying to Ring 9 an amount equal to the fair retail price of the Equipment.

3. CHARGES AND PAYMENTS. End User is to pay all charges invoiced to the End User's account including, but not limited to, activation fees, monthly service fees, equipment charges, toll charges and any other applicable charges. All invoices are due upon receipt. Customers will be required to provide a signed form allowing Ring 9 to either a)withdraw funds from the customer’s checking account or b) post payments to the credit card of the customer. The amount of charges will be drafted or posted to the customer account not before the 15^th of the month during which the charges are billed. Disputes on accounts must be submitted by the 13^th of the billing month and will be deducted from the amount drafted until the dispute is resolved and adjustments are made or the dispute is sustained.

4.  CREDIT. All services and performance of work covered by this Agreement shall at all times be subjected to credit approval or review by Ring 9. End User will provide such credit information or assurance as is requested by Ring 9 at any time. Ring 9, in its sole discretion and judgment, may discontinue credit at any time without notice.

5  TAXES. Quoted prices do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility or other similar taxes. All such taxes shall be paid by the End User and will be added to any amounts otherwise charged to End Users unless End User provides Ring 9 with an appropriate exemption certificate.

6. CHANGES TO THE AGREEMENT, SERVICES OR PLAN. Ring 9 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, Ring 9 will notify the End User at least thirty (30) days in advance of the date on which the Change of Service is to take effect ("Change Date"). Any Change of Service charges will be applied to the End User's account as appropriate, pro rata as calculated from the Change Date. End User can, within thirty (30) days of Ring 9's notification, send notice to Ring 9 that the End User does not accept the Change of Service, and can terminate this Agreement. In such event, End User will be responsible for any sums due hereunder in addition to any applicable disconnection fees. If the End User does not send Ring 9 notification of their desire to terminate this Agreement or uses the Services after the Change Date, the End User is deemed to have accepted and consented to the Change of Service. End User may request a Plan change at anytime, a change of service fee and other terms and conditions may apply. All Plan policies include but are not limited to the following possible charges for upgrades, downgrades or cancellations. In no case will an activation fee be credited after thirty (30) days from the initial purchase of the Services for a Plan change or cancellation.

7. TERMINATION. Ring 9 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, Ring 9's network or other end user's use of the Services. Ring 9 reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that Ring 9's determination is final and binding on End User. Ring 9 may require an activation fee to change or resume terminated or suspended Services.

8. CANCELLATION, RETURNS AND ADJUSTMENTS. Customer shall be responsible for all costs related to shipping to Ring 9 any Equipment that is being returned. Any Equipment returned to Ring 9 without prior authorization for its return or proper packaging may be refused. Up to 15 days after initiation of Service, End User may terminate Service and receive a full refund for any returned Equipment, but not including any shipping costs. In order to obtain an appropriate refund, upon cancellation End User must immediately obtain a return authorization from Ring 9, return to Ring 9 any Equipment provided hereunder, undamaged and in good working condition, in its original packaging and with its original content or otherwise will be immediately responsible for paying to Ring 9 an amount equal to the fair retail price of the equipment minus any payments End User had previously paid specifically for said Equipment. Despite any cancellation, End User is responsible for payment of all service fees and long distance charges incurred while using the service.

9. BREACH. In the event of an End User's breach of the terms of this Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse Ring 9 for all attorney, court, collection and other costs incurred by Ring 9 in the enforcement of Ring 9's rights hereunder and Ring 9 may keep any deposits or other payments made by End User.

10. INDEMNIFICATION. End User agrees to defend, indemnify and hold Ring 9, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.

11. 911 and E-911 SERVICE : Service's 911 Emergency Dialing operates differently from traditional 911 Service. In order for us to correctly route emergency calls, the Service Address we have on file for you MUST correspond to the physical location of your Ring 9 Service phone. (Customer is solely responsible and liable for immediately notifying Ring 9 in writing of any change in their physical location.) Ring 9 service is subject to an FCC requirement to provide notification of any 911 or E911 limitations that may be associated with the service provided to your company. As is the case with 911 or E911 service provided by a traditional telephone service provider, you are advised that the 911 or E911 service may not be available through the interconnected VoIP Service or may be in some way limited by comparison to traditional 911 or E911 service. You are advised that the 911 or E911 service provided by Ring 9 1) may not function with the loss of electrical power, including the loss of power to telephone equipment or other equipment necessary to route 911 or E911 calls to the appropriate emergency call center; 2) will not function if your broadband connection is not operational; 3) will not function at a remote location or may transmit incorrect physical location information for the caller if internal users are allowed to use their IP-based phones remotely; 4) will not function if the telephone equipment or other equipment necessary to place calls is not correctly configured; 5) may not transmit the correct physical address for the 911 or E911 call due to incorrect information provided by you, use of a non-native telephone number or delays in loading or updating automatic number identification and location information into the 911 or E911 databases 6) may not be capable of being received and/or processed by an emergency call center due to the center's technical limitations; and 7) may be affected by other factors or force majeure events, such as the quality of the broadband connection and network congestion. Your signature on the Ring 9 Terms of Service will serve as your acknowledgement that Ring 9 has advised you of these potential limitations. Ring 9 will also provide labels to you that will alert users to the limitations discussed above. The FCC has suggested that these labels be placed on or near the telephone equipment associated with your Ring 9 Service. The physical location which you provided to us prior to the initiation of service and at which our service is first used by you, shall be the registered location that will be provided to the emergency call center when you place a 911 call.