1. ACCEPTANCE

The services that Emergence Communications LLC, hereinafter referred to as Emergence, provides to you, the subscribing customer, are by this Agreement subject to the following Terms of Service. Emergence reserves the right to update the Terms of Service at any time without notice to you. The most current version of the Terms of Service can be reviewed by clicking on the "Terms of Service" hypertext link located on our Web pages. By completing the registration process, by providing valid credit card information or by using the services provided, you acknowledge that you have read and fully understand, agree to and accept all Terms of Service and pricing as related to the services provided.

2. DESCRIPTION OF SERVICES

Emergence provides you with access to a variety of telephone and web services ("InteliPhone Services"). All InteliPhone Services provided by Emergence, including any updates, enhancements, and/or new features, are subject to these Terms of Service. Services are delivered to Customer's address on file.

3. TERM & CANCELLATION OF SERVICE

a. TERM

Term of this Agreement shall begin on the date executed by Customer and will automatically renew for an equivalent period unless notice of cancellation is provided to Emergence by Customer.

b. CANCELLATION OF SERVICE

Customer may cancel service at any time by contacting InteliPhone Customer Service during regular business hours at (800)680-8306 or by e-mail at support@inteliphone.com prior to renewal. InteliPhone Services will not be considered cancelled unless Customer is given a Cancellation Confirmation Number by an InteliPhone Customer Service Representative. Customer agrees that there will be no refund of Service Fees to Customer when notice of cancellation is received by Emergence less than thirty (30) days prior to the end of the current term. For cancellation of InteliPhone Services more than thirty-five (30) days prior to the end of the term, Emergence will refund remaining unused Service Fees and Usage Deposit as outlined in the InteliPhone Price List.

4. MEMBER ACCOUNT

Access to and use of our InteliPhone Services requires you to open an account. You must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You are entirely responsible for maintaining the confidentiality of your password and account and all activities that occur under your account. You agree to notify Emergence immediately of any unauthorized use of your account or any other breach of security. Emergence will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Emergence or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.

5. NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the InteliPhone Services, you will not use the InteliPhone Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the InteliPhone Services in any manner that could damage, disable, overburden, or impair any Emergence server, or the network(s) connected to any Emergence server, or interfere with any other party's use and enjoyment of any InteliPhone Services. You may not use the InteliPhone Services in conjunction with sending unsolicited telephone, fax or text messages, including but not limited to 'robo-calling' and 'text-blasting'. You may not use the InteliPhone Services as a means to create a false Caller ID identity or for any attempt to mislead others at to the origin of calls made with the InteliPhone Services. You may not attempt to gain unauthorized access to any InteliPhone Services, other accounts, computer systems or networks connected to any Emergence server or to any of the InteliPhone Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the InteliPhone Services. You will not use or register the name Emergence, InteliPhone or any other trade name or trademark of Emergence without express, prior permission and you will not obstruct the identification procedures used by Emergence in the services.

Unlimited Service Plans do not have a specified monthly maximum number of calls. If you have subscribed to an Unlimited Service Plan, Emergence reserves the right to suspend service if, at its sole discretion, Emergence determines that usage attributable to your account could damage, disable, overburden, or impair any Emergence server, or the network(s) connected to any Emergence server, or interfere with any other party's use and enjoyment of any InteliPhone Services. Emergence Fair Use Policy prohibits Unlimited Service Plan usage that exceeds 200% of the average all accounts with Unlimited Service Plans.

You represent that the information submitted for transmission via the Emergence network for Emergence services is for lawful purposes only and that the transmission of messages or files is not in violation of any federal, or state laws or transmit any unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, profane, hateful or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, national or other law. You agree to comply with all applicable laws, regulations, or conventions including those related to Do-Not-Call provisions, data privacy, international communications, and export of technical or personal data.

6. CUSTOMER RESPONSIBILITIES

You are fully responsible for the contents of your voice and data transmissions through the InteliPhone Services. Emergence simply acts as a passive conduit for you to send and/or receive information of your own choosing. However, Emergence reserves the right to take any action with respect to the InteliPhone Services that Emergence deems necessary or appropriate in its sole discretion if Emergence believes you or your information may create liability for Emergence, compromise or disrupt the InteliPhone Services for you or other Customers, or cause Emergence to lose (in whole or in part) the services of its suppliers.

Emergence does not:

• Represent or endorse the accuracy or reliability or any opinion, advice or statement made through the Service;
• Assume liability for any harassing, offensive or obscene material distributed through the Service.
• Assume any liability for any material distributed through the Service which is distributed in violation of any third party's copyright or other intellectual property right.
• Assume liability for claims concerning unsolicited commercial fax, email or voice messages, including (but not limited to) the Telephone Consumer Protection Act of 1991.
• Assume responsibility for, or liability resulting from, any directory listing, publication, or advertisement of telephone numbers provided by Emergence for use with Emergence InteliPhone Services.

You agree to provide true, current, accurate and complete customer information as prompted by the registration form, and you agree to notify Emergence promptly of any changes to this information as required to keep it current, complete and accurate.

Emergence reserves the right at all times to disclose any information as Emergence deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the state in which you reside, and that you possess the legal right and ability to enter into this Agreement. You agree to be financially responsible for your use of Emergence InteliPhone Services and to comply with your responsibilities and obligations as stated in this Agreement.

You must obtain and pay for all equipment and third-party services (e.g., Internet access and email service) required for you to access and use the InteliPhone Services.

7. OWNERSHIP

All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Emergence Service are wholly owned by Emergence and/or its licensors and service providers except where expressly stated otherwise.

You understand and agree that you are not the owner of any Emergence Toll-Free telephone number or Emergence Local telephone number (Number) assigned to you by Emergence. Ownership of any such Number is vested solely in Emergence which will assign such Number to you for your use during the term of this agreement. You understand and agree that following the termination of your Emergence account for any reason, such Number may be re-assigned immediately to another customer, and you agree that Emergence will not be liable for damages including consequential or special damages arising out of any such re-assignment, and you hereby waive any claims with respect to any such re-assignment, whether based on contractual, tort or other grounds, even if Emergence has been advised of the possibility of damages.

You agree that Emergence will not be liable for damages (including consequential or special damages) arising out of any change in the Number assigned to you, and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if Emergence has been advised of the possibility of damages.

If prior to the expiration or termination of your Emergence account, you request, in writing, the transfer of Ownership of the Number from Emergence to you, Emergence agrees to cooperate in the Number's release to the Local or Long Distance Carrier of your choice (Carrier) provided all of the following four conditions are met:
    Condition 1: You agree to assume any and all financial responsibility for any and all one-time and recurring charges, tariffs, and taxes associated with the Number beginning on the effective date of the transfer.
    Condition 2: You are current in payment to Emergence and you have no outstanding or past-due balances.
    Condition 3: You provide to Emergence at your expense all necessary transfer forms as required by your Carrier.
    Condition 4: You have subscribed to an Emergence Service associated with the Number for a minimum period of one (1) month.

8. CHARGES

Charges for InteliPhone Services may include an Activation Fee, Setup Fee, Service Fees, Usage Fees, and applicable Taxes. You agree to pay all charges for your use of Emergence InteliPhone Services at the prices in effect for the plan chosen.

Emergence reserves the right to change prices, implement new plans, or institute new charges for access to or use of InteliPhone Services. All changes will be posted by Emergence at the Emergence administration website for the InteliPhone Services provided as Service Plan Price Lists and you are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Continued use of InteliPhone Services or non-termination of your InteliPhone Service account after changes are posted constitutes your acceptance of the prices as modified by the posted changes. Emergence reserves the right to charge a premium on all international calls, calls originating from pay telephones, or high-volume usage as determined by Emergence.

Your Setup Fee, Activation Fee and Service Fees, if applicable, are payable in advance and are subject to Emergence's refund policy. Usage Fees are charged as and when such charges are incurred or by accumulating such charges (in the sole discretion of Emergence). Emergence may, in its sole discretion, require pre-payment of fees before delivering services. On services where pre-payment of Usage Fees is required, you authorize Emergence to charge a pre-payment amount (Recharge Amount) as specified in the Price List whenever your prepaid balance reaches the minimum deposit for your Service (Minimum Balance).

Payment of your Emergence account balance is due monthly and, unless you have a qualified business account, must be made by the credit card designated by you for Emergence use and transactions. If your Emergence account is a qualified business account and is approved by Emergence for corporate billing, charges will be accumulated, identified by Customer account number and invoiced on a monthly basis. The invoice will be sent via email to the email address identified for billing purposes.
In the event Emergence is unable to collect the Service Fee by its due date using your designated credit card:
   (i) Emergence will deduct up to $2.00 per day from your pre-paid usage deposit account, if applicable, to cover costs of service.
  (ii) Emergence will notify you by e-mail at the e-mail address on file of pending cancellation of your account and will immediately suspend service until all Fees are collected.
  (ii) In the event Emergence is unable to collect payment after 30 days, we will terminate your account and all associated telephone numbers.

9. USE OF CREDIT CARDS

If the payment method for your Emergence account is by credit card and payment is not received by Emergence from the card issuer or its agents, you agree to pay all amounts due upon demand by Emergence. Each time you use InteliPhone Services, or allow or cause InteliPhone Services to be used, you agree and reaffirm that Emergence is authorized to charge your designated card. Your card issuer's agreement governs your use of your designated card in connection with Emergence, and you must refer to such agreement (not this Agreement) with respect to your rights and liabilities as a cardholder. You agree that Emergence may (at its option) accumulate charges incurred during your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that Emergence may delay obtaining authorization from your card issuer until submission of the accumulated charge(s). This means that accumulated charges may appear on the statement you receive from your card issuer.

You agree that Emergence may submit charges for your Usage Fees, pre-payment of Usage Fees, Service Fees and corresponding taxes (if applicable) when due, without further authorization from you, until you provide prior notice (in accordance with Emergence’s verification procedures, as may be established by Emergence from time to time in its sole discretion) that you have terminated this authorization or wish to change your designated card. Such notice will not affect charges submitted before Emergence reasonably could act on your notice. If you have any question regarding any charges that have been applied to your account, you must contact Emergence’s Customer Service Department within 30 days of the charge date. Failure to use your account will not be deemed a basis for refusing to pay any charges submitted by Emergence in accordance with this Agreement.

Emergence reserves the right to suspend or terminate your account and associated InteliPhone Services without notice upon rejection of any card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to Emergence when Emergence believes you are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to Emergence. Reactivation of suspended accounts is subject to a Reactivation Fee as specified in the Price List for the Service Provided.

10. INDEMNITY

You agree to indemnify and hold Emergence and its subsidiaries, affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of use of our Service, violation of this agreement, or violation of any rights of another.

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EMERGENCE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EMERGENCE MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

12. LIMITATION OF LIABILITIES

YOU EXPRESSLY AGREE THAT EMERGENCE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER INFORMATION; (iii) NEGLIGENCE, OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE. EMERGENCE'S LIABILITY, AND THE LIABILITY OF ITS SUPPLIERS, TO DEALER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE SHALL NOT EXCEED THE AMOUNT OF FEES YOU PAID TO EMERGENCE IN THE 1 MONTH PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

13. ARBITRATION

Any controversy or claim arising out of or relating to this Agreement or InteliPhone Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Daytona Beach, Florida, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

14. VENUE

This Contract shall be construed in accordance with the laws of the State of Florida. If, for any reason, the Arbitration Clause contained in Section 13 of this Agreement is found to be unenforceable or unlawful then any litigation over this Contract must be brought in a court of competent jurisdiction located in Volusia County, Florida.

15. GENERAL

Emergence does not guarantee continuous, uninterrupted or secure access to our InteliPhone Services, and operation of our InteliPhone Services may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Failure to act with respect to a breach of this Agreement by you or others does not waive Emergence’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Emergence with respect to the subject matter hereof. Furthermore, this Agreement supersedes all prior and contemporaneous understandings or agreements between the parties in respect to the subject matter hereof.