SCOPE and TERM of AGREEMENT

     I. TERM OF SERVICE & RENEWAL. This Agreement, and all Services shall begin on the Effective Date and will remain in effect for one (1) year, and afterward will automatically renew every thirty (30) days, unless on party should notify the other party thirty (30) days prior to the expiration of the then-current term of its intention not to renew this Agreement. Terms of an Exhibit or Service Order may over-ride the terms of this MSA.

     II. SEVERABILITY. If any part of this Agreement is found to be invalid or unenforceable, all other parts of this Agreement shall remain in effect and enforceable.

     III. SURVIVAL OF TERMS. The provisions of this agreement governing each party's actions toward and regarding the other party shall remain in effect beyond the termination or expiration of this Agreement. For example, provisions regarding Confidentiality, Arbitration, or Limitation of Liability.

     IV. NON – WAIVER. The failure of ONVOY to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

     V. ENTIRE AGREEMENT. This Agreement, and the associated Exhibits, Service Orders, rates for Services and the terms of use found on the ONVOY website constitute the entire agreement between CUSTOMER and ONVOY and govern CUSTOMER'S use of the Service(s), superseding any prior agreements between CUSTOMER and ONVOY and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon ONVOY unless and until twenty-four (24) hours after notice to Customer.

     VI. NO THIRD PARTY BENEFICIARIES. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights. However, ONVOY may transfer this agreement to a third party in the event of a sale of ONVOY to a third party, or a party to this agreement, or in the event of a change of control in the ownership of ONVOY.

TERMS OF SERVICE:

1. PROVISION and DESCRIPTION of SERVICES. ONVOY agrees to provide to CUSTOMER, either directly or indirectly, the ONVOY services described in this Agreement and the Exhibits to this Agreement, and CUSTOMER agrees to purchase and utilize the Services per the terms and conditions of this Agreement and all Exhibits. ONVOY is not responsible for transmission or signaling quality on CUSOMER'S side of the network interface between ONVOY and CUSTOMER. Provision of services is subject to operational and systems constraints, and the availability of such components as are required. At any time, the parties may add and incorporate additional services by executing additional Exhibits and incorporating them herein.
    1.1 ONVOY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT ANY ASPECT OF THE SERVICE(S) BEING PROVIDED TO CUSTOMER.

2. PRICING and BILLING: For the Services provided pursuant to this Agreement, CUSTOMER shall be billed once monthly by ONVOY, and CUSTOMER shall pay ONVOY per the pricing and provisions set forth in the attached relevant Exhibit(s). CUSTOMER is liable for all amounts due to ONVOY under this agreement and any Exhibits thereto. Payment is due within thirty (30) days after the bill date, except as otherwise provided below with respect to Dispute Resolution.
     2.1 ONVOY, in its sole discretion reserves the right to amend the Exhibit(s) from time to time. Such amendments shall become effective twenty-four (24) hours after notice, written or otherwise, to CUSTOMER.
     2.2 Customer agrees to accept delivery of invoices electronically via the Internet and agrees to remit payment via Automated Clearinghouse (“ACH”), check, or wire transfer to ONVOY Communications, LLC as directed by ONVOY.

3. SECURITY DEPOSIT. Prior to the Service Date CUSTOMER may be required to provide ONVOY with a security deposit (“Deposit”) for measured services, which shall be based on amounts equal to thirty (30) or seven (7) day anticipated usage, at ONVOY’s sole discretion as set forth in the attached relevant Exhibit(s) hereto.
     3.1 ONVOY may draw upon the Deposit at any time and without warning to recover any amounts due and unpaid, in which case CUSTOMER shall immediately replenish the Deposit to its prior value. ONVOY shall not waive any of its rights or remedies by drawing upon the Deposit to recover overdue or unpaid amounts. In the event that ONVOY draws upon the Deposit, it may suspend the provision of Services until CUSTOMER replenishes the Deposit to its original value.
     3.2 If at any time, CUSTOMER’S payment history is or becomes unacceptable to ONVOY, ONVOY may require that CUSTOMER provide, modify, or increase the amount or form of the Deposit. The CUSTOMER shall have twenty-four (24) hours from the receipt of ONVOY’s written request to provide, modify, increase the amount or form of the Deposit, and f CUSTOMER fails to do so, ONVOY may immediately suspend the delivery of Services and/or terminate this Agreement without further notice or demand.

4. TERMINATION. In addition to any other rights at law or in equity, or those stated elsewhere in this Agreement, ONVOY may immediately suspend the delivery of Services and/or terminate this Agreement in the event that CUSTOMER: (a.) commits a breach of any of the terms of this Agreement and fails to remedy such breach within three (3) days of receipt of written notice thereof from ONVOY (except where otherwise addressed such as (b.) and (d.)), (b.) fails to provide/modify/increase a Deposit as required in this Agreement and relevant Exhibits, (c.) becomes insolvent or bankrupt or ceases paying its debts as they mature, (d.) fails to make payment for prepaid domestic US service by the first of each month without notice, or to make payment for other measured services when due, and fails to remedy such non-payment within twenty-four (24) hours of receipt of written notice thereof from ONVOY.
     4.1 In the event of any termination, early or otherwise, of this Agreement, CUSTOMER shall pay ONVOY for all Services rendered through and including the date of termination, in addition to any other charges established by this Agreement. CUSTOMER shall also remain liable to ONVOY for the monthly charges or minimum commitments defined in the relevant Exhibit(s) hereto for the remainder of the then-current Term, unless termination arises from a material breach solely attributable to ONVOY. ONVOY reserves the right to back-bill for any possible access or reciprocal fees should those arise.
     4.2 CUSTOMER understands and agrees that any breach by CUSTOMER of its obligations under this Agreement shall also be deemed a breach by CUSTOMER of its obligations under any other agreements it has entered into with ONVOY and/or its affiliates and understands and agrees that such breach shall authorize ONVOY and/or any of its affiliates to immediately suspend performance under, and/or terminate, said agreements with CUSTOMER for default if such breach(es) have not been cured within the time provided for in this Agreement.
     4.3 ONVOY RESERVES THE RIGHT TO DISCONTINUE THE FURNISHING OF ANY AND/OR ALL SERVICE(S) TO CUSTOMER, AT ITS SOLE DISCRETION, WITHOUT INCURRING ANY LIABILITY, IMMEDIATELY AND WITHOUT NOTICE if such action is deemed necessary to prevent or to protect against: fraud, tricks, tampering, schemes, false or invalid numbers, false credit devices, electronic devices, or any other fraudulent means or devices or to otherwise protect its personnel, agents, facilities or services, or to protect against actual or potential adverse financial effect; if CUSTOMER refuses or fails to furnish to ONVOY information regarding the CUSTOMER'S creditworthiness, past and/or current use of ONVOY service(s), the jurisdictional nature, characteristics or planned use of the Service(s).

5. LIMITATION OF LIABILITY AND FORCE MAJEURE.
     5.1 LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES. CUSTOMER ACKNOLEDGES AND AGRESS THAT IN NO EVENT SHALL ONVOY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE(S) described therein, be liable for any inability to use the Service(s), direct, indirect, incidental, special, punitive, exemplary or consequential loss(es) or damage(s) sustained by CUSTOMER, its interconnecting carriers, its customers or its end users, among other individuals and entities, due to any failure in or breakdown of the communication facilities associated with providing the Services, for any delay, interruption or degradation of the Services, whatsoever shall be the cause or duration thereof, or for any other cause or claim whatsoever arising under this Agreement. CUSTOMER shall remain solely responsible for any and all charges and damages arising out any conduct described in this section, and shall indemnify ONVOY, and hold and save ONVOY harmless, for and from any and all such charges and damages. The limitations set forth herein apply to any and all claims against ONVOY and apply whether or not CUSTOMER was informed of the likelihood of any particular type of damage(s) or loss(es).
    5.2 LIMITED API PERFORMANCE WARRANTY. ONVOY shall provide Service(s) in a manner consistent with industry standards and practices, and in accordance with any Service Addendum during the Term. CUSTOMER also acknowledges that ONVOY's "on-line" or api (WEB) Services (hereafter referred to as "on-line Services") are provided on an "As Is" basis, are not guaranteed to be error free, and CUSTOMER accepts that communications and transactions conducted on-line ma not be absolutely secure and there may be system failure that may limit CUSTOMER'S ability to access on-line Services. CUSTOMER agrees to accept all responsibility and risk associated with the use of such on-line Service and the Internet generally, and shall remain solely responsible for any and all charges and damages arising out of any conduct described in the section and shall indemnify, and hold and save ONVOY harmless, for and from any and all such charges and damages.
     5.3 Limitation of ONVOY's Liability for Misuse of CUSTOMER'S Service. ONVOY shall not be liable for the use, misuse, unauthorized use, violation, or abuse of CUSTOMER'S Service(s) or Facility(s) by CUSTOMER, CUSTOMER'S agents or employees, or third parties including, without limitation, members of the public. For information about what constitutes proper use of the Service(s), CUSTOMER should refer to ONVOY's Acceptable Use Policy. ONVOY may work with CUSTOMER, if requested, to recommend possible solutions to reduce unauthorized use of the Services and CUSTOMER'S facilities. ONVOY does not, however, warrant or guarantee that its recommendations will prevent unauthorized use, and the CUSTOMER is responsible for controlling access to, and use of, the Service and its own communications facilities. CUSTOMER shall remain solely responsible for any and all charges and damages arising out any conduct described in this section, and shall indemnify ONVOY, and hold and save ONVOY harmless, for and from any and all such charges and damages.
     5.4 FORCE MAJEURE. Neither party, nor its affiliates, or personnel shall be liable to the other party for any delay, failure, loss or damage of service(s) due to force majeure conditions as defined above, except that CUSTOMER will continue to be obligated to pay for all Service(s) provided. CUSTOMER must provide notice to ONVOY of the force majeure condition within thirty (30) days after its occurrence.

6. REGULATORY and LEGAL COMPLIANCE. The rates set forth in this Agreement are subject to the imposition of new regulations, modification of existing regulation, new interpretation, application or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state, and/or local regulatory agency, legislative body, or court of competent jurisdiction, including, without limitation, the imposition of any charges (such as USF charges), surcharges, and/or taxes in reliance on, or as a result of, the same (collectively, “Regulatory Activity”).
     6.1. ONVOY reserves the right, at any time, (i.) to pass through to CUSTOMER all, or a portion of, any charges, surcharges, or taxes directly or indirectly related to such Regulatory Activity; and/or (ii) modify the rates and/or other terms and conditions of this Agreement to reflect the impact of such Regulatory Activity, including, without limitation, the impact of any actions by third parties in connection with such Regulatory Activity.
     6.2 Cooperation. CUSTOMER agrees that, if another carrier and/or regulatory agency determine that it is necessary to audit the traffic which is the subject of the Agreement, CUSTOMER will cooperate in any such investigation. In addition, to the extent any third party attempts to recover access charges from ONVOY as a result of such audit/investigation, CUSTOMER agrees that it will compensate and indemnify ONVOY for, and shall hold and save ONVOY harmless from, any and all costs and charges resulting from such third party actions. This does not prohibit CUSTOMER from challenging charges assessed by the third party or the classification of its traffic being subject to access charges.

7. INDEMNIFICATION. CUSTOMER, its officers, directors, employees, affiliates, customers, and all other persons in any way associated with CUSTOMER and this Agreement shall indemnify, defend and hold harmless ONVOY and its respective officers, directors, employees, affiliates, customers, and all other persons in any way associated with ONVOY and this Agreement (collectively, the “Indemnitees”), from and against any and all third party damages, claims, losses, expenses, costs, obligations and liabilities including without limitation reasonable attorney’s fees (“Damages”), suffered directly or indirectly by any of the Indemnitees by reason of or arising out of this Agreement, including without limitation, any Damages related to use of the Services.

8. Governing Law/Resolution of Disputes
     8.1 GOVERNING LAW. This Agreement and all Exhibits attached hereto shall be governed by the laws of the State of New Jersey, having any and all instances requiring the utilization of such third party legal intervention as are deemed necessary occur within the legal jurisdiction of the State of New York. The failure of ONVOY to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
     8.2 MANDATORY ARBITRATION. Any and all disputes or claims between CUSTOMER and ONVOY regarding this Agreement and any Service(s) or Device(s) necessary for completion of the terms of 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 arbitration shall take place in New Jersey and shall be conducted in English. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i.) award relief in excess of what this Agreement provides; or (ii.) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and CUSTOMER will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration.
     8.2.1 BILLING DISPUTES shall be brought to the attention of ONVOY by CUSTOMER in writing no more than thirty (30) days after issue of the disputed bill. CUSTOMER shall cooperate reasonably with ONVOY’s efforts to investigate and resolve the dispute. No payment shall be withheld during the investigation of the dispute.