Last Updated: June 20th, 2010

1. BASIC AGREEMENT. These Terms of Use and the agreements and documents referenced herein constitute a binding agreement (collectively, these "Terms of Use" or this "Agreement"). The customer ("Customer") identified in the applicable Service Order executed by Customer and delivered to Slingshot (each, a "Service Order") has agreed to purchase the services ("Services") selected on each such Service Order. Customer agrees to comply with all of the terms and conditions set forth herein and in each Service Order, and to timely pay for all Services. Customer is responsible for verifying that all Customer information on each Service Order is complete and accurate and reflects Customer's intentions. To the extent any terms or conditions set forth in these Terms of Use are inconsistent with the terms set forth in a Service Order, these Terms of Use will govern. Customer agrees that in the event Customer orders additional Services from Slingshot or modifies any Services previously purchased from Slingshot, whether by telephone, e-mail, through a Slingshot online admin tool or via any other method, upon payment by Customer of any fees associated with such Service(s) such Services will be deemed, with no further action on the part of any party, to be covered by a Service Order and subject to these Terms of Use.

At a general level, Slingshot, in providing the Services, provides an enhanced voice communication service whereby the voice communication is converted to Internet Protocol ("IP") and carried, in part, over high-speed Internet access, also known as broadband Internet service. This service may be generically referred to as "voice over IP". "Service" or "Services" includes direct-dialed Voice over IP calling and certain calling and call management features or advanced features associated with the Service, including additional features or advanced features which may be offered at additional costs, and which Slingshot, in its sole discretion, may add, modify, or delete from time to time.

While Slingshot may, at its discretion, assist Customer with obtaining ancillary services such as T1 service and/or leads, (i) Slingshot shall not be under any obligation to offer any such assistance, and (ii) Slingshot shall not be liable in any way for any expenses, damages or liabilities arising out of any such service.

2. PROVISION OF SERVICES. Subject to the terms and conditions of this Agreement, Slingshot shall provide to Customer the Services solely for Customer's own use, and not for the use or benefit of any third party. Customer may allow its employees, agents and other users to access the Services on Customer's behalf, provided Customer communicates the terms and conditions of this Agreement to all potential users, and obtains from each user (or, in the case of a minor user, from the applicable parent or legal guardian) a substantively equivalent agreement that limits the liability of Slingshot as described in this Agreement. The Services provided by Slingshot to Customer are not for resale without the prior written agreement of Slingshot. In the event Customer attempts to sell the Services, including the routing of Internet Protocol traffic from other individuals or organizations, Slingshot must be notified in writing. In such case, Slingshot may, at its sole discretion, increase the fees associated with the Services rendered hereunder, or terminate this Agreement, pursuant to the termination provisions contained in these Terms of Use.

Any software or other intellectual property which is either installed on any piece of Equipment (as defined herein) or otherwise made available to Customer at any time shall (i) continue to be owned solely by Slingshot or the applicable licensor, and (ii) is licensed to Customer on a limited, non-transferable, non-exclusive, revocable basis for only so long as Services are provided to Customer hereunder. Unless otherwise agreed in writing, Customer will be solely responsible for creating and modifying all data used in connection with the Services, and Slingshot (x) will have no responsibility for assisting Customer in creating, modifying or inputting any such data, and (y) will not be liable in any way for any expenses, damages, claims or liabilities arising out of such data.

3. CPNI NOTIFICATION AND CONSENT. Slingshot's ability to deliver superior service is enhanced by having access to Customer account records. Customer has the right, and Slingshot has the duty, to protect the confidentiality of information such as the types and amounts of Services customers, including Customer, buy from Slingshot and what customers, including Customer, pay for those services. This information is known as Customer Proprietary Network Information ("CPNI"). Slingshot is required to get Customer's permission before using CPNI to offer Customer any additional Services outside the product category currently subscribed to by the Customer. Slingshot will not share information regarding Customer's account unless required to do so by law. Customer's service will not be affected regardless of whether or not Customer allows Slingshot use of the CPNI.

4. UPGRADES AND SUPPORT. From time to time, Slingshot may (and has the right to) send information and offers to Customer and its users about upgrades, documentation and other services offered by Slingshot. It is Slingshot’s current expectation that minor upgrades will be offered to Customer at no cost, whereas material upgrades (as determined by Slingshot in its sole discretion), to the extent offered to other similarly-situated customers, will be offered to Customer for a fee. In addition, Slingshot may, at its discretion, elect to provide minor support services to Customer at no charge, however (i) Slingshot shall have the right to charge for such services at any time upon prior notice to Customer, and (ii) for support services deemed to be material by Slingshot in its sole discretion, Slingshot will bill Customer for any such services at either its then current consulting rate or as otherwise separately agreed between the parties in any support or maintenance agreement. Notwithstanding the foregoing, unless otherwise agreed in writing, under no circumstances shall Slingshot have any obligation to provide Customer with upgrades, enhancements, modifications or support for the Services other than as set forth herein.

5. FEES; BILLING. 5.1. DEPOSIT. A deposit may be required of a Customer in compliance with state law or pursuant to internal Slingshot requirements. Slingshot may review Customer's credit profile at any time, and may require a security deposit or other assurance(s) of payment as a condition to either lease equipment or continue to provide Services (except where such deposits or assurances are prohibited).

5.2. CREDIT LIMIT. Any credit limit established by Slingshot for Customer shall not be exceeded at any time, unless Customer has received the prior written consent of Slingshot. If Customer's charges do or are projected by Slingshot to exceed any credit limit applicable to Customer, or if there is a change in Customer's credit rating, Slingshot may review Customer's credit profile and may require a security deposit or other assurance(s) of payment as a condition to continuing to provide Services (except where such deposits or assurances are prohibited).

5.3. RATES AND PRICING TERMS. Customer is being provided each Service reflected on each Service Order in consideration of the fees, recurring and nonrecurring, stated in each such Service Order, and where applicable, at the per minute rate stated for the specific Service. If Service is being procured at rates not specified, Customer agrees to pay the standard rate that applies to other similarly-situated customers with its volume and term commitment. The rates and charges made available to Customer include any standard volume discounts or promotions that may from time to time be offered for the Services. Discounts, if any, are not cumulative. Percentage discounts are effective only when associated with the standard rates for an identified Slingshot plan, and confirmed in writing by Slingshot.

Billed charges will include (in addition to the rate): any non-recurring charges; governmental taxes; tax and tax-related surcharges, including ad valorem taxes or surcharges; governmental fees or assessments, including surcharges and fees established or assessed by government, and any program-related requirements of Slingshot; temporary surcharges to recover additional charges or fees required to be paid by unrelated service providers; applicable operator assistance charges, any local loop or premise access charges, and any charges of third parties related to Customer's Services which are passed through to Customer; each of which shall be payable by Customer. Customer hereby acknowledges that Customer is solely responsible for all applicable taxes, fees and charges assessed on account of Customer’s use of the Services.

If Slingshot increases rates (excluding surcharges and fees) for any Service(s) under a particular Service Order, the Customer may terminate those Services upon thirty (30) days’ written notice to Slingshot, negotiate a new rate or accept the rate increase. Failure to provide such notice shall be deemed Customer's acceptance of the rate increase.

5.4. PAYMENT OBLIGATIONS. Customer shall pay fees to Slingshot for all Services provided on a monthly basis (including all applicable line access, seat, feature, usage and any other fixed recurring charges as set forth in this Agreement), and shall pay all other fees (including, without limitation, installation and consulting fees) as set forth in the applicable Service Order. Services specified as "prepaid," if any, shall be paid as set forth in the applicable Service Order. Customer shall also pay Slingshot any applicable Account Initiation fees and/or Deposits at the time of execution of the applicable Service Order. Line access, seat, feature and any other fixed recurring charges will be invoiced monthly, in advance, and are due upon receipt during the term of this Agreement. Each invoice will also show any fees due for usage for the previous completed month and are due at the same time as the advance monthly fees.

5.5. BILLING DISPUTES. Any billing disputes must be received by Slingshot in writing within thirty (30) days of the invoice date, and to be effective must be made in good faith, with itemization of the nature and amount of the dispute, and with Customer timely paying all undisputed amounts. Customer shall not, under any circumstance, (i) revoke any authorization to charge a credit card or draw payment by ACH for any Services previously rendered or to be rendered, or (ii) contest any charges to any such credit card or ACH which are made by Slingshot in accordance with this Agreement. Customer shall, as is the case with other disputes arising hereunder, be entitled to resolve any and all such disputes pursuant to the applicable provisions set forth in this Agreement.

5.6. LATE/NON-PAYMENT. Failure to pay fees on a timely basis may, at Slingshot's option, be deemed as termination by Customer, and Customer shall be liable to Slingshot for (i) one hundred (100%) percent of scheduled monthly recurring charges due under this Agreement through the scheduled termination date of this Agreement, if any (or for thirty (30) days if this Agreement is then on a month-to-month basis) as if an early termination had not occurred, and (ii) any carrier fees due and owing on account of the Services. This amount will be billed as a single lump sum amount, due and payable by Customer to Slingshot upon any such termination. Should the Services be terminated, interrupted or discontinued due to non-payment, Slingshot may at its option require Customer to pay a restoration charge, in addition to any current late payment charge and interest, prior to reconnecting the Services. Unpaid invoices are subject to Slingshot's then-current late payment charge and interest of one and one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, plus all expenses of collection, including attorney's fees and court costs.

6. AGREEMENT TERM. Service is either offered a contractual term period specified on the applicable Service Order, or, if no such term is specified, on a month-to-month basis (terminable by either party on thirty (30) days’ prior, written notice to the other party), and Service begins upon the date of initial service activation, unless specified otherwise herein. Subsequent terms of this Agreement, to the extent a term is specified in the applicable Service Order, automatically renew for one (1) year periods without further action by Customer unless Customer gives Slingshot written notice of non-renewal at least sixty (60) days but not more than one-hundred twenty (120) days prior to the end of the term in which notice is given. Expiration of the term or termination of Service does not excuse Customer from paying all unpaid, accrued charges due in relation to the Agreement.

Notwithstanding the foregoing, Slingshot may suspend or terminate Customer’s access to the Services immediately in the event of late payment or non-payment of fees due and owing by Customer and/or in the event that Slingshot determines, in its sole discretion, that Customer is using the Service in any unlawful or inappropriate manner or contrary to any restrictions set forth herein (and Slingshot shall not be liable to Customer for any expenses, claims, damages or liabilities arising out of any such termination or suspension, including terminations and/or suspensions made in error).

7. EQUIPMENT 7.1. SLINGSHOT PROVIDED EQUIPMENT. If, and to the extent that, Slingshot provides to Customer, on the terms and conditions as specified in this Agreement and any applicable Service Order, any equipment in connection with this Agreement (the "Equipment"), (i) such Equipment shall remain solely owned by Slingshot and shall be deemed to be leased to Customer as described in the applicable Service Order, and (ii) Customer, at Customer's own cost and expense, shall maintain and keep the Equipment in good repair, condition and working order, shall use the Equipment lawfully, in a careful and proper manner, and shall not alter the Equipment in any way without Slingshot's prior written consent. Slingshot reserves the right to inspect the Equipment at any reasonable time. The Equipment is for the express purpose of use by the Customer in connection with the Services, and no persons or entities other than Customer may use, store or operate the Equipment without the written consent of Slingshot. The Equipment is, and at all times shall remain, the sole and exclusive property of Slingshot, and Customer shall have no right, title or interest therein, except to the limited extent set forth in this Agreement. Except as described in this Agreement, Customer has no right to purchase or otherwise acquire title to or ownership of any of the Equipment no matter that the Equipment or any part thereof may now be, or hereafter become, attached or affixed to real property or any improvements thereon. Customer, upon the termination or expirations of this Agreement, shall return, at its sole cost, the Equipment in good repair and condition (normal wear and tear excepted) to Slingshot. Customer shall maintain adequate insurance on the Equipment to insure against damage to or loss of the Equipment and shall provide to Slingshot a copy of a Certificate of Insurance (naming Slingshot as an additional insured), upon request.

Slingshot shall not be liable or responsible in any way for defects or malfunctions in the Equipment; provided, however, that Slingshot shall use commercially reasonable efforts to facilitate, at Customer’s expense and so long as Customer has not tampered with the malfunctioning Equipment in any way or otherwise used such Equipment inappropriately, the replacement of the malfunctioning equipment from the applicable manufacturer.

7.2 LAWFUL USE OF SERVICE, CPE AND OTHER EQUIPMENT. Customer agrees to use the Services and Equipment only for lawful purposes. Customer agrees not to use the services for transmitting or receiving any communication or material that would constitute or encourage a criminal offense, give rise to a civil liability or otherwise violate any applicable local, state, national or international law. Customer and its users shall observe all generally accepted "Net protocol". To comply with applicable laws and lawful government requests, to operate its Services properly, or to protect itself or its account holders, Slingshot reserves the right to access and disclose any information, data, graphics, video, sound, files and other content created by, provided by or accessed by Customer ("Customer Content"), including account holders' names and other registration and identification information. Slingshot will fully cooperate with law enforcement authorities in investigating suspected lawbreakers, and reserves the right to report to such authorities any suspect activity of which it becomes aware. Slingshot reserves the right to immediately terminate or modify the Services, if Slingshot determines in its sole discretion that Services are being used for any of the aforementioned activities or any other activity which Slingshot determines, in its sole discretion, is inappropriate.

8. BREACH, DEFAULT AND TERMINATION. The following provisions govern breach by a party: 8.1. BREACH BY CUSTOMER. If Customer (I) fails to pay any outstanding charges after five (5) days’ written or electronic notice of delinquency, or (II) fails to comply with any other term or condition of this Agreement or fails to cure any other breach of this Agreement within thirty (30) days after receipt of notice of such breach from Slingshot, Customer shall be in default and Slingshot may, at its option, take any or all of the following actions: (a) in compliance with state law, terminate the Services or any portion thereof; (b) temporarily suspend or block the Services; (c) remove Customer and Customer's equipment from Slingshot facilities and locations (if applicable); (d) commence action to collect all sums then due or that subsequently become due to Slingshot; and (e) take any additional steps permitted by law. Such remedies are in addition to, and not in limitation of, any other rights of Slingshot to terminate Services contained throughout this Agreement. In the event of termination, Customer shall be liable for all charges incurred as of the termination date, and for such additional charges and fees set forth in this Agreement. If Customer takes advantage of or abuses use of any Service or facility provided under this Agreement, such as leaving an Internet connection up for an unusual amount of time, Slingshot has the right to charge for any excess usage and all related costs or expenses. Customer acknowledges that Slingshot shall be entitled to monitor the Service and Customer’s use thereof to ensure compliance with Customer’s obligations hereunder.

If Slingshot believes that Customer has used the Service for an unlawful purpose, Slingshot may forward the relevant communication and other information, including Customer identity, to the appropriate authorities for investigation and prosecution. Customer consents to Slingshot’s forwarding of any such communications and information to these authorities. In addition, Slingshot may disclose Customer’s name, telephone number, credit card information, and other personal information, any communications sent or received by Customer, and any other information that Slingshot may have about Customer’s account, including but not limited to, types of service, length of service, IP address(es), email address(es), registered 911 address and all other account information, as follows: (i) in response to law enforcement or other governmental agency requests; (ii) as required by law, regulation, rule, subpoena, search warrant or court order; (iii) as necessary to identify, contact or bring legal action against someone who may be misusing the service, the device or both; (iv) to protect Slingshot’s rights and property; or (v) in emergency situations where disclosure of such information is necessary to protect Slingshot customers or third parties from imminent harm.

8.2. BREACH BY SLINGSHOT. If Slingshot fails to comply with any material term or condition of this Agreement, and fails to cure its breach of any such material term or condition of this Agreement within thirty (30) days after Slingshot's receipt of notice from Customer of such breach, Customer may terminate the Service which is the subject of such failure or non-observance, except for charges incurred with continued use. The Customer shall have no further obligation to Slingshot for payment of charges (except for the continued use charges and any applicable carrier fees) for the terminated circuit or Service after notice to Slingshot of termination after the expiration of thirty (30) day notice period, unless otherwise specified herein. Except as set forth in Section 21 of this Agreement, this subsection states Customer's exclusive remedy for a breach by Slingshot.

8.3. TERMINATION. This Agreement shall be effective and binding upon the parties hereto upon full execution by both parties. Should Customer seek to terminate existing Services or should Customer, for any reason, cease operations at the Service location provided for in this Agreement, Customer shall be liable for additional charges. Either party may terminate this Agreement upon the other party's breach of any term, condition or obligation under this Agreement if such breach is not remedied (i) within five (5) days from the date of written notice with respect to any monetary obligation, and (ii) within thirty (30) days from the date of written notice with regard to any other breach. If any legal authority such as FCC, PUC or ILEC changes, modifies, repeals, or initiates any rules, orders, tariffs or other legal requirements that impact Slingshot's ability to maintain this Agreement in whole or in part and in Slingshot's sole determination, Slingshot may terminate this Agreement without liability to Customer.

8.4. TERMINATION FEE FOR EARLY CANCELLATION. Should Customer cancel an order in process prior to installation, or, following installation, terminate this Agreement at any time during the term of the Agreement, Customer shall be liable to pay Slingshot cancellation charges as outlined in this Agreement, and which, in part, provides that Customer may be liable to Slingshot for one hundred (100%) percent of scheduled monthly recurring charges due under this Agreement through the scheduled termination date of the Agreement (if any), as if an early termination had not occurred, unless otherwise noted in the applicable Service Order. Where Customer's failure to pay fees on a timely basis results in a termination of Services, such termination shall be deemed a termination by Customer. If this Agreement is cancelled prior to payment in full for all leased Equipment and payment in full for all charges set forth in the applicable Service Order, Customer will be responsible for all circuit charges as specified in this Agreement, applicable carrier fees and any cancellation charges for circuits or other Services from Slingshot or from third parties through Slingshot or Equipment charges and any applicable governmental program charges. Customer agrees that such fees and the cancellation charges each are based on a mutual agreement and do not constitute a penalty. Customer is responsible for any termination fees, commitment fees or penalties that may be assessed to Customer by any predecessor carrier that was utilized by customer prior to obtaining service from Slingshot.

8.5. OTHER ISSUES ON TERMINATION. In the event Slingshot initiates litigation under this Agreement, then unless Customer prevails in such litigation by order or judgment, Slingshot shall be entitled to recover its reasonable attorney's fees and other costs of collection. Customer specifically acknowledges that numbers are an addressing convention as part of the North American Numbering Plan and that it has no right to any number(s) or addresses, and that Slingshot is authorized to not transfer any transportable, toll-free number or other number or address to any other telecommunications provider if Customer has any outstanding balance on its Slingshot account at the time this Agreement is terminated. Slingshot may, solely at Slingshot's discretion, release any telephone number that was ported to Slingshot by Customer and used in conjunction with Customer’s Service to Customer’s new service provider provided Customer’s account is terminated and paid in full.

9. NON-DISCLOSURE; NON-CIRCUMVENTION. Customer agrees that it will not affirmatively disseminate or disclose any of the material terms and condition of this transaction, other than those terms and conditions that are made available to the public by applicable law or regulation, for a period of two (2) years except for that information that is or becomes known or available publicly without any violation of this Agreement, is obtained through a third party without any obligation of confidentiality or is disclosed pursuant to law or legal process, or is disclosed with permission of Slingshot. In addition, Customer shall, during the term of this Agreement, refrain from working directly with, or seeking to work directly with, any carrier or vendor to the extent Customer’s relationship with such carrier or vendor was established on account of the Services.

10. GOVERNING LAW. This Agreement and the rights and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of the Illinois, without giving effect to its conflict of laws principles, and the courts sitting in Chicago, Illinois shall have exclusive jurisdiction and venue relative to any claim or dispute arising hereunder. Customer consents to the personal jurisdiction of such courts over Customer, stipulates to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

11. CHANGES TO THIS AGREEMENT. Slingshot may change the terms and conditions of this Agreement from time to time. Changes to this Agreement supersede all previously agreed to electronic and written agreements. If Customer continues to be enrolled in, use or pay for the Services after any changes in prices, charges, and/or terms and conditions have been made, Customer agrees to the changes. Notices are given and effective on the date posted on the Slingshot web site at www.slingshotconsultants.com and/or the date Slingshot notifies Customer of changes by the following: email at the address provided by Customer, postcard, letter, recorded announcement, message on Customer's bill or invoice, an insert in Customer's bill or invoice, or a call to Customer's billed telephone number, whichever occurs first.

12. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711). SLINGSHOT MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON ITS NETWORK OR ANY NETWORK ATTACHED TO ITS NETWORK. Slingshot will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Customer Content stored on any piece of Equipment, transmitted over networks accessed by the Services, or otherwise connected with Customer's use of the Services. Customer agrees that due to the state of the art capabilities, unauthorized access to the Services is possible. Slingshot does not provide any filtering or protection from the activities of the Internet as a whole. The Customer is responsible for analyzing, implementing, maintaining, and monitoring network security as it pertains to the Services. In order to help maintain the security of the Slingshot environment, Slingshot may control access to privileged modes of operation on the Slingshot network. Any attempts by Customer to bypass or otherwise thwart security on privileged modes of operation, or gain unauthorized access to any Slingshot facilities, will constitute a breach of this Agreement (in which case Services may be immediately terminated, and Customer may be liable for amounts as set forth in this Agreement). Customer agrees to inform Slingshot of any apparent breaches of security, such as loss, theft or unauthorized disclosure or use of a user ID or password (it being understood that Customer will not, at any time, be provided with its root access password). Until Slingshot is notified by electronic or conventional mail, or by telephone, of a breach of security, Customer shall remain liable for any unauthorized use.

13. IP Addresses. Slingshot will assign IP addresses based on the number of workstations / nodes and as they are needed and used by Customer. IP blocks are for Customer use only and it is understood that Slingshot will not guarantee routing of any IPs of any user other than Customer, even if such IP address is part of a block assigned to Customer by Slingshot. IP addresses are not portable. If Customer discontinues service with Slingshot, Customer will need to obtain new IP addresses. Slingshot will have no responsibility or liability for any actions or costs incurred by Customer in obtaining or reconfiguring its equipment with new IP addresses. Slingshot reserves the right to restrict the number of IP addresses assigned to Customer pursuant to the Internet protocol and policies established by the American Registry for Internet Numbers. Customer agrees and acknowledges that (i) Customer shall notify Slingshot in advance, or cause the applicable carrier to notify Slingshot in advance, before making any changes to any of Customer’s IP addresses or IP blocks, and (ii) Slingshot shall not be liable for any costs, damages, expenses or downtime resulting from any carrier making any changes to Customer’s IP addresses or IP blocks.

14. SPECIFIC SERVICES. The following provisions apply with respect to certain specific Services and only if Customer has ordered the Services identified:

14.1 TOLL FREE SERVICES. Customer is responsible for ALL usage on its toll-free numbers (including without limitation, charges for wrong number calls). Customer agrees to defend and indemnify Slingshot from all claims related to Customer's usage of its toll-free numbers, except to the extent such claim arises from the gross negligence or willful misconduct of Slingshot. To protect the integrity of its network, Customer agrees that Slingshot may, without liability, block any toll-free number having usage surges or heavy traffic loads that Slingshot determines may impact the provision of services to other customers. Slingshot does not guarantee the availability of any requested toll-free number and is not bound by any verbal or preliminary confirmation to Customer of toll-free number availability. If, upon cancellation of its toll-free service, Customer does not submit a written request for the appointment of a new carrier for its toll-free numbers within thirty (30) days of such cancellation, then the number will be returned to the independent administrative agency for reassignment. If Customer subscribes to a toll-free number that is shared with another customer or is part of a bundled service, Customer may not transfer or port such toll-free number to another carrier and Customer agrees to give up use of the number when it changes its Service.

14.2 LOCAL SERVICES. Customer is responsible for local service directory and directory assistance listings. Since the directory is published by a third party with no contractual relationship with Slingshot, Slingshot will not be liable to Customer, or any third party, for any claims, damages or otherwise, due to any omitted listings from, or erroneous listings in, the telephone directory. Customer agrees that Customer has the responsibility to contact its directory representative independently concerning any advertising in the directories. If Customer chooses to place an information services provider call or elects to make or receive calls via a carrier other than the Slingshot or its affiliates, the Customer agrees that it shall be solely liable for such calls, and any or all charges related to such calls.

14.3 INTERNET/BROADBAND ACCESS. Service availability is subject to actual physical facility available and bandwidth availability.

15. SPECIFIC NON-VOICE SERVICE REQUIREMENTS. Customer shall identify to Slingshot any and all non-voice systems, including modem use, facsimile and security systems, and any changes in the configuration of such systems during the term of this Agreement, as such systems may require special handling. Customer acknowledges that the Service may not be available for use with such systems, either initially or after a change in configuration, because the Service may not be equipped to function with such systems. Customer waives any claim against Slingshot for the Service being unavailable for use with such systems, either initially or after a change in the configuration of such systems.

16. PRIVACY. Slingshot uses, in whole or in part, the public Internet, the public switched telephone network, and third party networks to transmit voice and other communications. Slingshot is not liable for any lack of privacy which Customer may experience from using the Service. Customer hereby authorizes Slingshot (i) to investigate and/or review Customer’s credit history, both when Customer signs up for the Service and at any time after such time, for any purpose, including, but not limited to, initial qualification for an account, continued compliance with these Terms of Use and general customer base evaluation purposes not specifically associated with Customer’s account, and (ii) to share credit information about Customer with credit reporting agencies. Upon Customer’s request Slingshot will inform Customer whether or not Slingshot has requested a consumer report, and if a report was requested, the name and address of the consumer reporting agency that furnished the report.

17. EXPORT. Customer agrees to comply fully with all relevant export laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security. Customer also expressly agrees that Customer shall not export, directly or indirectly, re-export, divert, or transfer any portion of the Service or any direct product to any destination, company, or person restricted or prohibited by U.S. export controls.

18. INTELLECTUAL PROPERTY. Slingshot’s software (including, without limitation, all software installed on any piece of Equipment or otherwise provided by Slingshot hereunder), service marks, copyrights and trademarks are protected by trademark, copyright, or other intellectual property laws, and international treaty provisions. Infringement by Customer may result in civil or criminal prosecution. In addition, Customer agrees that it shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any software licensed by Slingshot to Customer or otherwise included on any piece of Equipment.

19. WARRANTIES AND LIMITATION OF LIABILITY. Slingshot warrants only that (i) the Services will function substantially as set forth in the applicable Service Order upon installation, and (ii) it has the authority to enter into this Agreement and to perform in accordance with its terms. SLINGSHOT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS FACILITIES, TRANSMISSION, EQUIPMENT, DATA OR SERVICE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION (I) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION, (II) ANY WARRANTY AS TO THE RESULTS THAT CUSTOMER MAY ACHIEVE ON ACCOUNT OF THE SERVICES, (III) ANY WARRANTY REGARDING UPTIME, OR (IV) ANY WARRANTY REGARDING NON-INFRINGEMENT. For purposes of clarity, Slingshot is not liable for any act or omission of any other company or companies, including, without limitation, third party vendors, suppliers, licensors and other service providers.

19.1 LIMITATION OF LIABILITY. AS SET FORTH ELSEWHERE IN THIS AGREEMENT, CUSTOMER’S SOLE REMEDY IN THE EVENT OF A BREACH OF THIS AGREEMENT BY SLINGSHOT IS TO TERMIANTE THIS AGREEMENT. IN ANY EVENT, EXCEPT IN THE CASE WHERE LIABILITY CANNOT BE DISCLAIMED OR LIMITED AS A MATTER OF LAW, THE ENTIRE LIABILITY OF SLINGSHOT FOR ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF ITS PROVISION OF FACILITIES, TRANSMISSION, DATA, SERVICE OR EQUIPMENT, AND NOT CAUSED IN WHOLE OR PART BY CUSTOMER OR ANY THIRD PARTY (FOR WHICH SLINGSHOT SHALL HAVE NO LIABILITY), SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CORRESPONDING PROPORTION OF THE MONTHLY RECURRING CHARGES TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR OR DEFECT (OR ANY OTHER EVENT OR ACTION GIVING RISE TO A CLAIM) OCCURS. EXCEPT FOR A REFUND OF ACTUAL CHARGES PAID FOR A NUMBER ASSIGNMENT, PUBLICATION, LISTING OR ADVERTISEMENT (OR WHERE LIABILITY CANNOT BE DISCLAIMED AS A MATTER OF LAW) SLINGSHOT SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY WITH RESPECT TO (i) ANY PREMATURE OR INCORRECT PUBLICATION, LISTING OR ADVERTISEMENT OR ANY TELEPHONE NUMBER OR BUSINESS; (ii) ANY OMISSION OR FAILURE TO LIST OR PUBLISH NUMBERS IN ANY DIRECTORY OR LISTING EXCEPT AS ANY STATE LAW OR COMMISSION RULE OR REGULATION MAY OTHERWISE SPECIFY; AND (iii) ANY DISCONTINUANCE OR CHANGE OF ANY NUMBER. IN NO EVENT SHALL SLINGSHOT BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR OTHER BENEFIT. SLINGSHOT IS NOT LIABLE FOR ANY ACT OR OMISSION THAT DOES NOT PERTAIN TO THE PROVISION OF SERVICES THAT IS COMMITTED BY ANY OTHER PERSON OR PERSONS. THE REMEDIES SET OUT IN THIS AGREEMENT ARE THE EXCLUSIVE REMEDIES AVAILABLE TO CUSTOMER.

19.2 EMERGENCY ASSISTANCE. Customer acknowledges and understands that the Service may not support traditional 911 or E911 access to emergency services. Customer may not be able to use the Service to call for emergency assistance by dialing 911. In addition, network congestion, radio interference, weak wireless signals or other causes of reduced Internet access service performance may prevent Customer from being able to call 911 or may delay the routing of Customer’s 911 call or E911 information. Slingshot recommends Customer maintain an alternate means of accessing emergency services, such as traditional services or cellular phone services.

19.2 POWER FAILURE. Customer acknowledges and understands that the Service does not function in the event of a power failure. Should there be an interruption in the power supply, the Service will not function until power is restored and may require the Customer to reset or reconfigure certain IP Phones or other equipment. Customer also acknowledges and understands that the Service requires a fully functioning broadband connection to the Internet and that in the event of an outage the Service will not function until the Internet connection is restored.

19.3 ISP PROVIDER. Customer’s ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that Customer alerts Slingshot to this situation, Slingshot will use commercially reasonable efforts to work with Customer to resolve the issue. During the period that the ports are being blocked or Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, the Service, including 911 dialing features, may not function. Customer acknowledges that Slingshot is not responsible for the blocking of ports by Customer’s ISP or broadband provider or any other impediment to Customer’s usage of the Service, and any loss of service, including 911 dialing, which may result. In the event Customer loses Service as a result of blocking of ports or any other impediment to Customer’s usage of the Service, Customer will continue to be responsible for payment of the Service charges unless and until Customer terminates the Service in accordance with this Agreement.

20. INDEMNIFICATION. Customer agrees to defend, indemnify and hold Slingshot, its officers, managers, agents, employees, affiliates and vendors harmless from any claims, fines, liabilities, expenses or damages (including, without limitation, attorney’s fees) relating to Customer’s use of the Services, the operating of Customer’s business, any damage to or theft of the Equipment or any breach by Customer of this Agreement.

21. CUSTOMER QUALITY ASSURANCE. Slingshot's service quality is intended to be competitive. Slingshot will use commercially reasonable efforts to respond to any material issue with the Services within two (2) hours of Slingshot’s receipt of a service ticket in accordance with Slingshot’s service ticket policy as it may be in effect from time to time. Customer shall utilize Slingshot’s ticketing system, and no other method or system, to report any such material issues. If Customer faces continuing Service problems, Customer may notify Slingshot of such dissatisfaction and as its sole and exclusive remedy, cancel this Agreement (or any individual Service) subject to payment of all charges currently unpaid, but without liability for any termination fee or cancellation charges except for third party charges, applicable carrier fees and the installation cost of dedicated circuits, if: (i) the problem is not caused by Customer or its representatives or vendors and is attributable solely to facilities, Services or causes within Slingshot's reasonable control; (ii) Slingshot is unable to resolve a covered problem to Customer's reasonable satisfaction within thirty (30) days after receipt of Customer's notice; and (iii) Customer's account with Slingshot is current (i.e., there is no outstanding balance older than thirty (30) days) at the time of cancellation. Notwithstanding the foregoing, in the event any Service Order runs on a month-to-month basis, Customer may terminate this Agreement upon thirty (30) days’ prior, written notice without going through the above-described procedure. Slingshot may, from time to time, institute separate service level agreements or policies in respect of the Services.

22. MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Both parties agree this Agreement (including any Service Orders) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Slingshot in any respect whatsoever. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. CUSTOMER RECOGNIZES AND AGREES THAT THE WARRANTY, LIABILITY AND REMEDY DISCLAIMERS AND LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED-FOR BASES OF THIS AGREEMENT, THAT WITHOUT THEM SLINGSHOT WOULD NOT ENTER INTO THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY CUSTOMER TO ENTER INTO THIS AGREEMENT.

23. AGREEMENT. By signing, faxing or mailing (via US Mail or e-mail) Customer’s approval of any Service Order or any other use of any Services, Customer is agreeing to be fully bound by these Terms of Use. If Customer does not have access to the electronic version of these Terms of Use, a hard copy will be provided upon request.

24. ASSIGNMENT. This Agreement is not assignable, transferable or sub-licensable by Customer except with Slingshot's prior written consent (such consent to be granted or withheld in Slingshot’s sole discretion).

25. FORCE MAJEURE. Customer shall not hold Slingshot liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics and similar occurrences beyond Slingshot's reasonable control.

26. ENTIRE AGREEMENT. This Agreement, together with any Service Orders, represents the entire understanding between Slingshot and Customer with respect to the Services and supersede any prior written or oral offers or proposals provided by Slingshot or its representatives not specifically incorporated herein by reference.

27. NO WAIVER. If either party fails, at any time, to enforce any right or remedy available to it under this Agreement, that failure shall not be construed to be a waiver of the right or remedy with respect to any other breach or failure by the other party.

28. CONSTRUE AGREEMENT TO BE VALID. In the event any of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the unaffected provisions of this Agreement shall remain in full force and effect to the extent practicable and consistent with the legitimate original expectation of the parties. Slingshot and Customer shall negotiate to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with such original expectations.

29. SURVIVAL. The provisions of Sections 5.4, 7, 8, 9, 10, 12, 13, 16, 18, 19, 20, 22 and 29 shall survive any termination of this Agreement.