1. Freevoice support feature definitions: Coverage dependant upon Freevoice support plan selected

Priority Response: Freevoice customers will receive priority response for support.

Monitoring: Continuously monitoring the system for major failures with notification to Freevoice LLC technical services for improved response and problem resolution.

Yearly Review and Consultation: A system and / or network services review is available upon customers request including consultation on reviewing current business requirements, renewing telecom contacts for general improvements and savings.

Remote Backup: Back-ups will be performed via FTP to a Freevoice server dependant upon remote access defined by Freevoice. Frequency of back-ups is dependant upon Freevoice program selected.

Restoration: Restoration to system from back-up upon major failure 24 / hours a day and 7 / days a week. Most current and complete back-up available will be installed. Any additional programming due to back-up or changes required will be billable at prevailing Add, Move and Change rates.

24 Hour e-mail / phone support: e -mail support for questions and service is 24 / Hours a day and 7 / Days a week. Phone support is 8:00 a.m. to 5:00 p.m., Monday through Friday, PST excluding holidays

Remote / Dial-In change requests: Customer requests of remote / dial-In changes to system and programming by a Freevoice technician 8:00 a.m. to 5:00 p.m. PST, Monday through Friday, excluding holidays.

Release updates, Patches and Version Upgrades: Telecom software release updates and patches will be performed either remotely or on-site. Timing and requirement of release updates, patches or version upgrades are at the sole discretion of Freevoice LLC. (upgrade software and parts from Dell are excluded). Application software upgrades i.e.: Call Center, Reporting, Console, Network administration may require additional charge from system manufacturer. All third party software is excluded.

Emergency Service - 24 / 7 Remote support: Includes 24 / hours a day and 7 / days a week support for major malfunction.

Discount on adds, moves, or changes: Includes software and prevailing labor rates. Equipment, trip charges, overtime, network services or Freevoice support plans excluded.

24 / 7 Emergency System Replacement: Freevoice LLC will provide like replacement equipment / software upon major failure - 24 / Hours a Day and 7 / Days a week. Most current back-up will be installed. Any additional programming will be billable at prevailing Add, Move and Change Rates. Third party software excluded.

2. Freevoice Support Objectives:

(a) Emergency Service: With respect to a major malfunction of the equipment (defined as 50% of incoming or outgoing telephone service, or no central answering position or station-to-station service within Customer’s system), Freevoice will use its best efforts to respond to Customer request for service within 15 minutes but in no event more than four (4) hours, from Freevoice receipt of Customer’s request for service, such response time to be calculated only during the hours of coverage of selected Freevoice support plan.

(b) Remedial Service: With respect to a minor malfunction (any malfunction other than a major malfunction), Freevoice policy is to respond to Customer’s request for service between the hours of 8:00 a.m. and 5:00 p.m. PST, Monday through Friday, excluding holidays, within eighteen (18) business hours from receipt of Customer’s request for a minor malfunction and to complete such repairs as soon as reasonably practicable. (c) Any service performed at Customer’s request outside the hours of coverage specified will be billed to Customer at the prevailing overtime hourly rate with a minimum four (4) hour service charge plus travel and mileage at the Freevoice rates then in effect.

(d) Emergency Service Hours of coverage to be provided, described as follows:

Level 1 Freevoice Plan: Labor only for one (1) remote emergency service call per Month 8-5 Monday – Friday. Holidays included

Level 2 Freevoice Plan: Labor only for one (1) remote emergency service call per Month 8-5 Monday – Friday. Holidays included

Level 3 Freevoice Plan: Labor only for two (2) remote emergency service call per Month 24 hour’s day 7 days a week.  Holidays included

3. Time & Materials Work (“T&M Work”): At Customer’s request, and pursuant to a written work order, Freevoice shall perform services and provide materials, subject to their availability, with respect to the equipment, which service and materials otherwise exceed the scope of work performed under this Agreement. Customer agrees to pay additional charges for such services and materials, on a time and materials basis, at Freevoice then-prevailing rates.

4. Term: The term of this Agreement commences as of the date set forth on the first page hereof and covers the period stipulated on the first page hereof. After the expiration of the initial term, this Agreement shall automatically renew year-to-year, at a rate five percent (5%) greater than the previous term or at such other rate by written notice submitted in your account at FreevoicePBX.com on or before forty five (45) days prior to the expiration of the then-current term, unless either party terminates this Agreement by giving written notice to the other party at least forty (45) days prior to the expiration of the term.  Agreement shall not be effective and shall not bind Freevoice to provide any Freevoice support services to Customer until accepted by the signature of a duly authorized representative of Freevoice and payment of contract per terms of the Agreement.

5. Charges, Payment and Collection: Payment for Freevoice support services shall be due in advance on either a pre-paid yearly agreement or a monthly payment plan. Payments may be submitted via automated credit account recurring billing or Company check with one (1) Monthly payment due in advance. Declined or returned credit card transactions and Freevoice checks are subject to a $25 administration fee.  Payment for work performed on a time and materials basis (“T&M Work”) hereunder shall be due prior to time of service on a cash-only payment or a prior deposit. Any sum not paid on any equipment or software purchased or service performed when due shall bear interest at five percent (.05%) per month, from the date due to the date of actual payment. Customer shall be liable for any expenses incurred by Freevoice in collecting any amount due under this Agreement and any orders, or in enforcing any obligation under this Agreement or any orders, including without limitation administration fee’s, collection agency costs, reasonable attorney’s fees, and court costs.

6. Freevoice Responsibility: Freevoice responsibility with respect to the Freevoice support services shall be limited to either (i) Customer’s side of interconnect devices connecting the equipment to the telephone system operated by the local telephone utility, or (ii) if no such interconnect devices exist, Customer’s side of the point of connection between the equipment and said local phone system. It is the Customers’ responsibility to restrict their telephone long distance services to prevent Toll Fraud. The Customer is responsible to maintain voicemail and system passwords that prevent others from accessing their system. Freevoice LLC recommends that Customer instruct all Telco carriers to restrict the International access to eliminate chances of International Toll Fraud. Freevoice LLC is not responsible for any Toll Fraud charges from any Telco company.

7. Unauthorized Work: Any Freevoice support, service work, or Moves, Adds, and Changes or other work performed on the equipment, software or cabling by others during the term of this Agreement without Freevoice written consent, shall entitle Freevoice to void any agreements, warranties and/or increase the charges for the Freevoice support services hereunder to adjust for any increased costs resulting there from. In addition, Customer will be responsible for all consequential costs attributable to work performed by others.

8. Services Excluded: Freevoice support does not include any labor or material costs for or necessitated by any of the following:

(a) Labor and material costs of moves, additions, changes, training, and removals of / or to the equipment; specification or engineering changes; electrical work external to any item of equipment; software program changes; or any operating supplies, consumables or accessories (headsets, UPS/batteries of any type, storage or similar materials).

(b) Negligent, willful acts of Customer or any third party.

(c) Accident, casualty (including without limitation fire and lightning damage), neglect, misuse, or any other than normal use in the manner described in equipment specifications and/or specified by Freevoice.

(d) An act or event occurring external to the equipment which directly or indirectly causes a failure or malfunction in the equipment, including without limitation, failures or malfunctions of trunk lines or toll lines, cables, or other equipment connecting the equipment to the telecommunications system of the operating telephone utility, abnormal environmental conditions (e.g. water inundation), or power fluctuations or failures which adversely affect the equipment.

(e) Repair, Back-ups, Freevoice support, or increase in normal service time resulting from Customer’s failure to provide a suitable equipment environment as required in the equipment specifications, or any other failure of Customer to fully perform its responsibilities under this Agreement.

(f) Repair, Back-ups, Freevoice support, or increase in normal service time resulting from Customer’s failure to provide a suitable remote access to system via external IP or remote desktop.

(g) Any other acts or events that may adversely affect the equipment’s performance, occasioned by acts of Customer or any third party, or Customer’s or a third party’s use of the equipment in combination with any other apparatus, device, or other system not supplied or approved as to such combined use by Freevoice.

(h) Equipment replacement or the time and expense incurred to procure parts, modules, subassemblies, boards, components, software, and related material, when Freevoice determines that, due to the equipment’s age or obsolescence, repair or replacement parts are not readily available, or the equipment is beyond repair.

(h) Continued Operator, Station User, System Administrator, Programmer or training assistance. (i) Delays due to installation or service from the network carrier or long distance companies beyond normal industry timeframes could result in additional charges to the customer.

9. Designated System Administrator: Customer must designate one system administrator to be the sole contact and recipient of Freevoice training and consulting and one alternate system administrator for emergency situations.  Changing master and alternate system administrators authorized in this agreement requires 1 hour administrator training to receive system admin certification and is not covered by this service agreement. Additional alternate system administrators may be added to the support agreement in the Level 3 support agreement only and are required to be trained and certified by Freevoice LLC to function as the administrator of the Freevoice system. The DSA (Designated System Administrator) will serve as the main point of contact for the customer, and is the sole recipient of Freevoice support services.  Training is included in the price of the Freevoice system; any additional personnel must be trained and certified by an additional training class at the customer expense.

10. Access: Customer is required to provide Freevoice remote access at all hours consistent with the requirements of this Agreement. Delays in accessing customers systems will deduct from normal contractual time.

11. Health and Safety Compliance: Freevoice and the Customer will adhere to all applicable health and safety laws, rules and regulations including the Occupational Safety and Health Administration’s (“OSHA”) Rules and Regulations. Customer shall be responsible for the removal of any hazardous material (e.g. asbestos) or correction of any hazardous condition that affects Freevoice performance under this Agreement. Freevoice shall have the right to suspend all work until such hazards are removed or corrected. Freevoice shall not be liable for delays caused by such suspensions of work.

12. Limitation of Liability:

(a) IN NO EVENT SHALL Freevoice OR ITS SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF BUSINESS, REVENUES, GOODWILL, SAVINGS, OR USE (WHETHER OR NOT SUCH DAMAGES WERE FORESEEN AT THE TIME THIS AGREEMENT WAS MADE) ARISING IN CONNECTION WITH THIS AGREEMENT, THE EQUIPMENT, AND/OR THE INTENDED USE THEREOF. THIS LIMITATION APPLIES TO CLAIMS FOUNDED ON BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCTS LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY.

(c) Customer indemnifies and holds harmless Freevoice for any claims, actions, expenses, losses, damages, or liabilities for any property damage or bodily injury (including death) arising in connection with this Agreement or the Freevoice support services provided under this Agreement, except to the extent that any such property damage or bodily injury results from the negligence or willful misconduct of Freevoice, its officers, employees, or agents including subcontractors.

(d) Freevoice shall not be liable for any loss, cost, expense, or damages resulting from ANY unauthorized calls or usage made by using the Equipment, or other toll fraudulent activities from Equipment.

(e) Freevoice MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, OR ITS CONDITION, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER.

(f) Customer indemnifies and holds harmless Freevoice for any claims, actions, expenses, losses, damages, or liabilities arising from allegations that the Equipment was used for illegal monitoring of calls or other illegal activities

(g) Freevoice shall not be liable for any loss, cost, expense, or damages resulting from the delays for Repair, Back-ups, Freevoice Support, or increase in normal service time resulting from Customer’s failure to provide suitable remote access to system via external IP or remote desktop.

(h) Freevoice shall not be liable for any loss, cost, expense, or damages resulting from the delays in timing or services of Release Updates, Patches, Version Upgrades, Repairs, Back-ups or Freevoice Support

13. Premature Termination and Default: Customer’s Default. Upon and during a Customer default as defined in this subsection, Freevoice in its sole discretion may suspend Freevoice support services and other services it provides under this Agreement, and/or bill for Freevoice support services at then-applicable time and materials rates, and/or suspend all credit and perform on a cash-only basis, and/or pursue any other legal or equitable remedies available. A “Customer Default” includes: (i) Customer’s failure to meet any payment obligation under this Agreement or any other agreement between Freevoice and Customer, which failure continues for ten (10) days after date of written notice of such failure, or (ii) Customer’s failure to perform any other material condition or material obligation under this Agreement or any other agreement between Freevoice and Customer, which failure continues for thirty (30) days after date of written notice specifying the nature of such failure. If Freevoice terminates this Agreement under this subsection 4, Customer shall be liable for any and all outstanding charges.

14. Force Majeure: Freevoice shall not be liable or otherwise responsible for any nonperformance or delay in performance of any of Freevoice obligations under this Agreement during any period in which performance is prevented or hindered by any cause beyond Freevoice reasonable control, including without limitation, traffic delays, lightning strike and any other acts of God, fire, flood and other weather conditions, war, acts of terror, embargo, delay from any manufacturer to provide the necessary parts and / or technical support; unavailability of / or delays in transportation, permit delays, strikes, labor disturbances, explosions, riots, laws, rules, regulations, and orders of any governmental authority. Freevoice LLC is not responsible for ANY permits.

15. Taxes: The Freevoice support services rate(s) or other charges set forth in this Agreement do not include any federal, state, or local privilege, use, sales, or excise taxes.

16. Assignment and Subcontracting: This Agreement, including any order entered into hereunder, is not assignable by Customer without Freevoice prior written consent, which consent shall not be unreasonably withheld. Freevoice may assign this Agreement and orders entered hereunder, in whole or in part, to an affiliate, subsidiary, joint venture, or third party into which Freevoice is merged or which acquires substantially all of Freevoice assets or control of Freevoice; and Freevoice may freely subcontract any or all of the work hereunder, provided that Freevoice shall retain responsibility for the work subcontracted.

17. Freevoice Employees: Customer agrees that neither it nor any of its affiliates will employ or offer to employ, solicit, contract with, or otherwise agree with any of Freevoice employees or representatives (including entities primarily owned by such employees or representatives) for the performance of Freevoice Support work, or adds, moves, or changes on any equipment provided, installed, or serviced hereunder, or any other services, during the term of this Agreement.

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