TELIAX COMMUNICATIONS INC. MASTER SERVICES AGREEMENT

TELECOMMUNICATIONS SERVICES AGREEMENT

WHEREAS, TELIAX is a provider of telecommunications services; and WHEREAS, Customer desires to purchase certain telecommunications services provided by TELIAX and TELIAX desires to provide certain telecommunications services to customer all as more fully described on the terms and conditions contained herein;

NOW THEREFORE, the Parties, in consideration of the mutual covenants and agreements hereinafter set forth, agree as follows:

1.DESCRIPTION OF SERVICES

1.1 TELIAX, either directly or through its authorized affiliates or underlying carriers, shall provide telecommunications services to CUSTOMER to route CUSTOMER’s telecommunications traffic to and from various destinations. Where applicable, the TELIAX Services shall be hereinafter referred to as the “Services.” Additional services may be added from time to time to this Agreement upon terms and conditions to be mutually agreed upon the Parties and may be included by adding an amendment to this Agreement.

2.TERM (This section does not apply to non-contractual services, i.e., pay-as-you-go, business 2500, and residential 1500 plans)

2.1 This Agreement shall commence on the Effective Date and shall continue for an initial term (“Term”) of twelve (12) months. Thereafter this Agreement shall remain in effect unless terminated by either Party by providing a written on (1) month notice of termination to the other party.

2.2 TELIAX shall endeavor to provide the TELIAX Services on the date of completion of testing (the “Service Date”), and each Party shall notify the other Party when such testing for service is completed.

3.OPERATIONAL AND COMMERCIAL MATTERS

3.1 The point of connection with CUSTOMER for the provision of TELIAX Services by TELIAX shall be on the public internet (the “TELIAX Premise”).

3.2 TELIAX shall be responsible to procure, at its own expense, all necessary, switching and multiplexer equipment to be located in the TELIAX Location to provide voice compression & decompression. This equipment shall remain the property of TELIAX. TELIAX shall provide 7 days and 24 hours of facility management and maintenance at the TELIAX Location.

3.3 The cost of a link will be paid by the party using it. The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective network facilities.

3.4 CUSTOMER shall provide prompt and accurate traffic forecasting information in order to allow the efficient provisioning of the Services. Initial forecasts shall be provided prior to the Services Date and periodically thereafter as may be reasonably requested by TELIAX. Such forecasts shall be in a form satisfactory to TELIAX and shall specify traffic volumes, daily and seasonal profiles, and peak periods for each Destination.

3.5 TELIAX reserves the right to cancel and/or temporarily suspend any of all of the TELIAX Services if CUSTOMER engages in activities which, in the reasonable opinion of TELIAX, may cause disruption of service or damage to TELIAX ’s network of facilities. TELIAX shall use commercially reasonable efforts to provide CUSTOMER with advance notice of such suspension and or cancellation and in any case shall endeavor to provide written confirmation of such suspension and or cancellation within a commercially reasonable time thereafter.

3.6 Due to the nature of managing voice data over public internet and the multiple providers supporting the routes between TELIAX network and CUSTOMER network and the ever changing nature of the status of providers, routes and networks, TELIAX will provide no Service Level Agreement for any data or voice transport or communication.

4.PRICING AND BILLING

4.1 For the TELIAX Services provided pursuant to the Agreement, CUSTOMER shall pay TELIAX according to the pricing and service agreement attached, which Rates may be adjusted by TELIAX from time to time by providing seven (7) days prior written notice to CUSTOMER.

4.2 As soon as practicable after the end of each month. TELIAX shall submit invoices to CUSTOMER for the services provided hereunder. Such invoices shall be based on the chargeable duration of the calls routed pursuant to this Agreement. The invoice will include both a monthly recurring cost and a variable cost for services above service agreement amount.

4.3 All amounts due hereunder shall be payable to TELIAX in U.S. dollars in immediately available funds within thirty (30) days of the date of invoice, except as agreed to by the Parties. If CUSTOMER in good faith disputes any invoiced amount, it shall submit to TELIAX within thirty (30) days following receipt of such disputed invoice, written documentation identifying the minutes and/or rates which are in dispute. The Parties shall investigate the matter. Any amounts due hereunder that are not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, compounded monthly, beginning with the day following the date on which payment was due, and continuing until paid in full. TELIAX Services Agreement with CUSTOMER.

4.4 TELIAX may at any time require the CUSTOMER hereto to issue a deposit, irrevocable letter of credit or other form of security acceptable to TELIAX, if CUSTOMER ’s financial circumstances or payment history is or becomes unacceptable to TELIAX based upon reasonable supporting evidence.

4.5 All Rates and other charges due hereunder are exclusive of all applicable taxes, including value added tax, sales taxes, and duties or levies imposed by any authority, government or government agency, all of which shall be paid promptly when due by the party purchasing services hereunder.

5.TERMINATION

5.1 In addition to any other rights at law or in equity, either party may terminate this Agreement immediately in the event that CUSTOMER (i) fails to make any undisputed payment when due hereunder; (ii) becomes insolvent or bankrupt, or ceases paying its debts generally as they mature; or (iii) commits a breach of any of the terms of this Agreement (other than a breach of a payment obligation as addressed in (i) above) and fails to remedy such breach within thirty (30) days after receipt of written notice thereof from TELIAX.

6.LIMITATION OF LIABILITY

6.1 The parties recognize that TELIAX has no control over how a foreign administration or third party carrier establishes its own rules and conditions pertaining to telecommunications services. The Parties agree that TELIAX shall not be liable for any loss or damage sustained by CUSTOMER, its interconnecting carriers, or its end users due to any failure in or breakdown of the communication facilities associated with providing services hereunder, for any interruption or degradation of such services, whatsoever shall be the cause or duration thereof.

6.2 In no event will TELIAX be liable to CUSTOMER for consequential, special, or indirect losses or damages, howsoever arising; and whether under contract, tort or otherwise, including, without limitation, third party, claims, loss of profits, or loss of or damage to CUSTOMER ’s reputation or goodwill.

7.ASSIGMENT

7.1 This Agreement is personal to the Parties and may not be assigned or transferred by either Party, without the prior written consent of the other Party. Such consent may not be unreasonably withheld, except that the parties agree that either party may assign this Agreement without consent to any affiliated entity or successor in interest whether by merger, reorganization, or transfer of all or substantially all of its assets.

8.FORCE MAJEUR

8.1 No failure or omission by either Party, to carry out or observe any of the terms and conditions of this Agreement (other than any payment obligation) shall give rise to any claim against such Party or be deemed a breach of this Agreement, if such failure or omission arises from an act of God, an act of Government, or any other circumstance commonly known as force majeure.

9.CONFIDENTIALITY

9.1 The parties recognize that TELIAX has no control over how a foreign administration or third party carrier establishes its own rules and conditions pertaining to telecommunications services. The Parties agree that TELIAX shall not be liable for any loss or damage sustained by CUSTOMER, its interconnecting carriers, or its end users due to any failure in or breakdown of the communication facilities associated with providing services hereunder, for any interruption or degradation of such services, whatsoever shall be the cause or duration thereof.

9.2 In no event will TELIAX be liable to CUSTOMER for consequential, special, or indirect losses or damages, howsoever arising; and whether under contract, tort or otherwise, including, without limitation, third party, claims, loss of profits, or loss of or damage to CUSTOMER ’s reputation or goodwill.

9.3 For a period of one year (1) years from the date of disclosure thereof, each Party shall maintain the confidentiality, of all information or data of any nature (“Information”) provided to it by the other Page 3 of 7 TELIAX Services Agreement with CUSTOMER. Party hereto provided such information contains a conspicuous marking identifying it as “Confidential” or” Proprietary.” Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third Party, is already publicly available through no TELIAX COMMUNICATIONS INC. MASTER SERVICES AGREEMENT breach of this Article 10, or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party uses reasonable efforts to notify the other Party of the required disclosure. All Information provided by any Party to the other hereunder shall be used solely for the purpose for which it is supplied

9.4 Neither Party shall (i) refer to itself as an authorized representative of the other Party in promotional, advertising, or other materials, (ii) use the other Party’s logos, trade marks, service marks, or any variations thereof in any of its promotional, advertising, or other materials, or (iii) release any public announcements referring to the other Party of this Agreement without first having obtained such Party’s Prior written consent.

10.NOTICE

10.1 All notices, requests, or other communications hereunder shall be in writing, addressed to the parties as follows:
TELIAX, Inc. 1001 16th Street B-180 #102 Denver, CO 80265

Tel: 303-629-8300
Fax: 303-629-8344

10.2 Notices mailed by registered or certified mail shall be conclusively deemed to have been received by the addressee on the fifth business day following the mailing of sending thereof. Notices sent telex or facsimile shall be conclusively deemed to have been received when the delivery confirmation is received. If either Party, wishes to alter the address to which communications to it are sent, it may do so by providing the new address in writing to the other Party.

11.COMPLIANCE WITH LAWS

11.1 CUSTOMER shall not use the Services in any manner or for any purpose which constitutes a violation of applicable laws or the laws of any foreign jurisdiction in which the Services are being provided. This Agreement and the continuance hereof by the Parties is contingent upon the obtaining and the continuance of such approvals, consents, governmental and regulatory authorizations, licenses and permits as may be required or deemed necessary by the Parties, and the Parties shall use commercially reasonable efforts to obtain and maintain the same in full force and effect. CUSTOMER further agrees to refrain from engaging in sales, advertising or marketing within or outside of the United States which TELIAX believes could impair its or its affiliates’ relationship with any overseas authority. TELIAX Services Agreement with CUSTOMER.

11.2 The Parties acknowledge that this Agreement is subject to Section 211 of the Communications Act, as amended, and shall govern TELIAX ’s provision of the TELIAX Services to CUSTOMER. The Parties also understand and agree that the terms and conditions herein shall, in all cases, supersede any terms set forth in any TELIAX tariff on file and then in effect with the Federal Communications Commission.

12.MISCELLANEOUS

12.1 Any article or any provision of this Agreement which is or becomes illegal, invalid, or unenforceable shall be severed herefrom and shall be ineffective to the extent of such illegality, invalidity, or unenforceability but shall not affect or impair the enforceability of the remaining provisions herein. All valid provisions shall be considered severed from any illegal, invalid, or TELIAX COMMUNICATIONS INC. MASTER SERVICES AGREEMENT unenforceable Article or provision of this Agreement and shall otherwise remain in full force and effect.

12.2 No waiver by either Party to any provisions of this Agreement shall be binding unless made in writing. Any such waiver shall relate only to such specific matter, non-compliance or breach to which it relates to and shall not apply to any subsequent matter, non-compliance or breach.

12.3 The relationship between the Parties shall not be that of partners, and nothing herein contained shall be deemed to constitute a partnership 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, except as expressly provided for herein.

12.4 This Agreement shall be governed by the laws of the State of Colorado, without reference to its principles of conflict of laws. CUSTOMER irrevocably consents and submits that any disputes regarding this agreements shall be resolved by arbitration governed by the laws of the State of Colorado.

12.5 Refund Policy: If you purchased a service that is unsatisfactory for any reason, simply call or email your request to billing@teliax.com within 30 days of signup for a full refund of the unused balance. The unused balance is calculated based on the initial credit amount minus the published “Pay as You Go” rates at www.teliax.com. All online subscriptions are based on a month to month commitment. You may cancel your Teliax account at anytime by calling 888-4TELIAX and speaking with any Teliax representative or email sales@teliax.com. Accounts canceled outside of the first 30 days of service are not subject to a refund.