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Terms & Conditions

Agreement

The following are the terms and conditions of the SERVICE AGREEMENT (“the “Agreement” or “Service Agreement”) between LD TELECOMMUNICATIONS, INC., a Florida Corporation (“LD TELECOM”), and the Customer signing this Agreement (the “Customer”, “you” or “your”).

For the consideration exchanged herein and other good and valuable consideration, receipt of which is acknowledged by the parties, LD TELECOM and Customer agrees as follows:

1.Service

1. Services: Nexogy residential telecommunication services are provided by LD Telecommunications, Inc. (“LD Telecom”) on a post paid basis for per minute usage and a pre-paid basis for the monthly recurring charges, (collectively the “Services”). The term of this Agreement shall be thirty (30) days or one (1) month, whichever is greater (“Term”), which Term shall be automatically renewed for successive Terms unless the Agreement is terminated in writing by a party with at least five business days written notice prior to the expiration of the Term.
   
   If LD TELECOM agrees to perform Services in connection with troubleshooting and repairing problems with Customer's telephone system or any other problem arising in whole or in part out of Customer's network malfunction or deficiency, products or services provided by Customer or third parties or acts or omissions of Customer or third parties, LD TELECOM will charge Customer for said Services at a mutually agreeable hourly rate.
   
   All Services and Products purchased after the effective date of this Agreement shall be subject to this Agreement, as amended. In the event Customer terminates a Service prior to the start of Service date (“Installation Date” or “Start of Service Date”) or subsequent thereto, Customer shall pay LD TELECOM all third party charges incurred by LD TELECOM as a result of the termination and arising out of this Agreement and all amounts paid or owed to third parties by LD TELECOM in connection with the purchase, lease or providing of equipment or products to Customer as a result of this Agreement, in addition to all other amounts recoverable under this Agreement or under applicable law.

2. Pricing General.

1. Rates and Prices. Prices are exclusive of all sales, use and other taxes and government and regulatory fees. Customer is responsible for any pertinent federal, state, municipal, local or government sales, use, excise or other taxes, fees or charges as a result of Customer's subscription to Service or a relevant later enacted regulation. LD TELECOM may request references and other information from Customer to establish creditworthiness. If LD TELECOM decides that Customer is not creditworthy, it may request payment in advance.
   1. LD Telecom reserves the right to change its rates to any country, city or destination, including prices and rates for monthly plans, as well as any minimum usage amounts or additional fees, at any time without prior notice. Any change shall be posted on the LD Telecom website www.nexogy.com ("Website").
   2. Current rates and prices for the Services, as well as any minimum usage amounts and additional fees, are available to the Customer on the Website.
   3. Prices and rates shown in the Website do not include any applicable taxes or government fees. As a telecommunications provider, LD TELECOM is obligated to charge the Federal Excise Tax and Communication Taxes to each service billed to the Customer, as well as the Sales Tax to Florida residents.
   4. Customer shall pay for all products and hardware listed on Exhibit A in connection with the services.
2. Monthly recurring charges
   Based on the plan chosen by the customer the monthly payment for pre-paid services will be as follows:
   1. $12.99 for the Local Plan, which includes a phone line with a local number and unlimited local calling to the same area code.
   2. $24.99 for the World Family Plan, which includes the same features as the Local Plan and an additional International Local Number to receive calls. This plan includes the functionality of the Web Portal for managing your phone service.
   3. $49.99 for the World Family premium Plan, which includes the same features as the World Family Plan plus unlimited calling to the country of your choice, from the list of countries available.
   Any outgoing calls not included on the calling plans as explained above will be charged at the current rate per minute, based on the rate table publicly shown on the Website and which may change from time to time.
   
   Unlimited calling offered on the World Family Premium Plan applies only to one (1) country chosen by the customer from the list of countries available. Not all countries will qualify for unlimited calling. For every country except USA and Canada, calls from mobile phones are not included in the unlimited calling and will be billed per minute at the current rate.
   
   Customer may add the following additional services, among others, with monthly recurring charges in addition to the three plans mentioned above:
   i. Additional international number $19.99 per month
   ii. Additional US number for $4.99 per month
   
   All monthly recurring charges will be billed automatically to your credit or debit card, including the additional per minute usage, at the beginning of each month. If Nexogy can not collect the amount billed o the credit or debit card, Nexogy reserves the right to cancel the service.
   


3. Setup Charges
   Nexogy charges a one time non-refundable activation charge of $49.99 plus applicable taxes and government fees to set up any new account, regardless of the plan chosen. Costs of shipping and handling will be charged at this time also. Additionally, Nexogy will charge the prorated amount of the monthly recurring charge for the days remaining in the current month when the service was ordered. If Nexogy can not collect the sum of these initial payments, the voice over Internet Protocol (VoIP) adapter will not be sent to the customer and service will not be activated.
   
   
4. Usage
   On top of the monthly recurring charges users will have to pay additional minutes used for long distance or international calling based on the current rate table published on the Website. The price per minute varies by destination. The most actual rates will be posted publicly on the website and Nexogy reserves the right to change the rates.
   Nexogy may determine at its discretion the level of usage that warrants measures of fraud or wrongful conduct protection such as suspending long distance communication. In this regard, if a Customer reaches the limit of usage established on the account which may warrant fraud or wrongful conduct protective measures, Customer might have to wait until the next billing period or make a payment in order to reestablish the outgoing long distance communication.
   
   


5. Cancellation Policy
   Customers can cancel the service at any time pursuant to Section 8 below with no penalties. The service will remain activated through the end of the month already paid by the Customer. Additional usage made while the account is still activated will be billed and charged on the Customer's credit or debit card, even if the customer makes these calls after the cancellation date. No credits or refunds will be provided for the remaining days of the month of termination, unless the customer is returning the service and equipment during the first 30 days of subscribing to the Service as explained below.
   
   30 days money back, risk-free guarantee:
   Customers that have any trouble using the Service or do not like the service offered can cancel the service within the first 30 days of the subscription to obtain a full refund of the activation and monthly recurring charge. To obtain this refund, the VoIP adapter must be returned in perfect working and aesthetic conditions, with no scratches or any kind of damage. No refunds will be made for shipping and handling charges.

3. Software/Equipment Leases and Installment Sales:

No ownership right is granted to Customer to the software provided to Customer by LD TELECOM hereunder. No right is granted for Customer to replicate, produce, copy or alter software. No right is granted for Customer to use, distribute, rent, lease, lend, supply or market the software, except as expressly provided under this Agreement. Customer may not decompile, disassemble or reverse-engineer the software.

If Customer leases equipment:

UCC-1 statement may be filed with the appropriate state for equipment that is leased or financed from LD TELECOM, naming LD TELECOM as lien holder until equipment is returned or paid off, respectively. Customer is responsible for all shipping charges. Failure of Customer to return any equipment when due will result in late charges to the Customer pursuant to Section 6. Customer is responsible for protecting the equipment from any damage or loss of any kind. Customer agrees during the term of this agreement to keep the equipment fully insured against damage and loss, naming LD TELECOM as the loss payee, and to obtain a general public liability insurance policy, including LD TELECOM as an additional insured on the policy. Customer agrees to provide LD TELECOM with certificates or other evidence of insurance upon request by LD TELECOM. If Customer does not, LD TELECOM has the right, but not the obligation, to obtain such insurance, in which Customer agrees to pay for all costs thereof. If the Equipment is damaged or lost, Customer agrees to purchase the equipment at its fair market value, or submit & ensure an insurance claim for the same. All equipment provided by LD TELECOM shall be titled to LD TELECOM at all times and for all purposes. The Equipment may be marked and identified as property of LD TELECOM, which markings and identification shall not be removed or altered by the Customer. Customer will not cause, create or suffer any claims, including but not limited to, any liens, charges, encumbrances, or security interests in, on, or to the Equipment, and will defend, indemnify and hold LD TELECOM harmless from and against any loss, cost, liability and expense (including interest and reasonable attorney's fees) arising from such claims.

4. Lawful Use/Prohibited Uses:

Customer agrees to use the Service only for lawful purposes. Customer shall not resell or transfer the Service, including without limitation local and toll-free numbers, to another without the prior written consent of LD TELECOM. Customer, any person under Customer's employ, or any person that has access to Customer's Service may not use the Service for communications or transmissions that may or would constitute a criminal or civil offense, or that would or may otherwise violate any local, state, regional, federal or international law or regulation or otherwise violate LD TELECOM'S or any third party's rights, including rights to privacy. Customer is further prohibited from using the Service or products used in connection with the Service for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting, Bulk Messaging” or “Spamming” or transmission of any unwanted or unsolicited email. LD TELECOM reserves the right to immediately terminate or modify Customer's Service if LD TELECOM determines, in its sole and absolute discretion, that Customer has used at any time the Service or products used in connection with the Service for any of the aforementioned or similar activities. In addition, residential users will be required to pay higher rates for commercial service for all periods in which Customer's use of the Service or the Devices used in connection with the Service was inconsistent with normal residential use.

Customer shall not use the Services and any products used in connection with the Service in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy rights, or any other wrongful conduct.

Use of LD TELECOM'S connection in violation of any of the above mentioned manners may result in cancellation or suspension of service, at the discretion of LD TELECOM. LD TELECOM reserves the right to terminate or suspend Customer's Service without notice if LD TELECOM believes that Customer is utilizing the Service in a wrongful or unlawful manner. In the event of any wrongful or unlawful use of the Service, Customer will be responsible for all damages incurred by LD TELECOM. In the event of Service termination (due to wrongful or unlawful use) all current charges and amounts owed to LD TELECOM under this Agreement are due and payable immediately and may be charged to Customer's credit card and/or account. LD TELECOM may forward any information with respect to the unlawful or wrongful use of the Service to the appropriate authorities.

Customer acknowledges that the Service provided by LD TELECOM is different than standard telephone service. This may limit or otherwise affect Customer's rights before Federal, State or Local telecommunications regulatory agencies.

Customer shall notify LD TELECOM immediately if Customer becomes aware of wrongful or unauthorized use of the Service. Customer must provide LD TELECOM with written notice of the wrongful or unauthorized use of Service. Failure to immediately notify LD TELECOM of the wrongful or unauthorized use of the Service may result in the termination of Customer's Service. LD TELECOM may charge additional charges for the wrongful or unauthorized use of the Service.

LD Telecom may terminate immediately the Services for any unlawful, wrongful, or fraudulent conduct by the Customer or any third parties.

Only Customer shall utilize the Network connection provided by LD TELECOM. Customer may not sell, lease, license, rent, or assign the connection or any parts of the connection to any party not named in this Agreement.

5. Ownership Rights.

All copyrights, websites, corporate names, service marks, trademarks, trade names, logos, marketing materials, domain names, software and all other intellectual property and goodwill associated therewith originating with Nexogy, LD TELECOM, LD TELECOM, Inc, a Florida Corporation, or provided by LD TELECOM or LD TELECOM or LD Telecom, Inc. to Customer belong to LD TELECOM, LD Telecom, Inc. and/or its licensors and are the exclusive property of LD TELECOM, LD Telecom, Inc. and/or its licensors. Customer does not have a right or license to use any of such properties belonging to LD TELECOM, LD Telecom, Inc. and/or its licensors. Customer represents that Customer possesses all required rights and licenses, including, but not limited to, all required software, hardware and/or equipment licenses, to use any device in conjunction with LD TELECOM'S Service. Customer shall not reverse compile, disassemble, or reverse engineer or otherwise attempt to derive or obtain any codes, including source codes, in connection with the Services or Device used.

Upon termination of your Service, LD TELECOM may release to Customer's new service provider the telephone number that Customer ported to LD TELECOM from Customer's previous service provider and used in connection with the Services if the new service provider is able to accept the number, Customer's account is completely current through termination and Customer requests the transfer in writing upon termination of its Service.

6. Billing/Collection.

For all recurring monthly charges under Nexogy's pre-paid plans, LD TELECOM will process for payment the credit or debit card provided by the Customer on the first day of each month. If LD TELECOM is unsuccessful in charging the Customer's credit or debit card on the first day of the month, LD TELECOM will try again on the second and third days of the month. If LD TELECOM has still not been able to charge the Customer's credit or debit card on the fourth day of the month, LD TELECOM will suspend the Customer's account and Services and send an automatic email to the Customer, notifying the Customer of the rejection of the Customer's credit or debit card. In order to restore Services, the Customer must make full payment due LD TELECOM and immediately replace said credit or debit card with a valid one and provide LD TELECOM with a valid billing, contact, address and other information for such new card.

No payment by Customer to LD TELECOM of any lesser amount than that due to LD TELECOM shall be deemed to be other than a payment on account, and no endorsement or statement on any check or in any letter accompanying any check or other payment shall be deemed an accord, satisfaction or payments in full of amounts due LD TELECOM. LD TELECOM may accept any payment without prejudice to LD TELECOM'S right to recover any remaining balance or to pursue any other remedy provided in this Agreement or applicable law.

Usage charges will be billed in increments that are rounded up to the nearest minute.

Payments received by LD TELECOM after the respective due dates will be subject to interest at the rate of one and one-half percent (1.5%) per month or the maximum allowed by law, whichever is less. LD TELECOM shall be entitled to said interest as well as its collections costs and attorney's fees and costs in recovering unpaid amounts.

Customer acknowledges that Customer must notify LD TELECOM in writing within thirty (30) days after receiving Customer's balance statement if Customer disputes any charges on that statement. Failure to comply with the notice requirement will result in the waiver of Customer's right to dispute the charges.

7. Payment Form.

1. Payments made to LD TELECOM must be in the form of a valid credit card (Visa, MasterCard, Discover, and American Express) or debit card and with a valid billing, contact, address and other information or check. LD TELECOM shall be under no obligation to validate or confirm the Customer's identity for any calls and/or any changes in the Customer's account made through the Website, using the Customer's pin and password. LD TELECOM is not responsible and shall not be liable for verifying credit or debit card information and/or authorized users. Any credit or debit card information provided by the Customer which is not valid and/or which does not belong to the Customer or the Customer is not authorized to use will be considered fraudulent and reported by LD TELECOM to the respective authorities, In the event that the credit card or debit card provided by the Customer to LD TELECOM expires, or for any other reason becomes invalid, the Customer shall immediately replace said credit or debit card with a valid one and provide LD TELECOM with valid billing, contact, address and other information for such new card.
   
   
2. The Customer authorizes LD TELECOM to charge the following to the credit or debit card provided by Customer with:
   1. All amounts charged for services by carrier including the monthly recurring charge of the plan chosen;
   2. Any additional minutes, charges and Services consumed by the Customer beyond the chosen plan for the previous month, including all applicable taxes and fees and other amounts owed herein; and
   3. All set up charges as described herein.
   4. LD TELECOM may discontinue acceptance of credit cards from one or more issuers at any time, and in such event, the Customer must provide LD TELECOM with an acceptable alternative credit card.. Customer agrees to notify LD TELECOM in writing immediately if the credit card expires, the credit card account is closed, the Customer's billing address changes, or the card is cancelled or replaced. LD TELECOM will bill all charges, fees and applicable taxes, fees and interest to Customer's credit card, unless specified otherwise by Customer in writing.

8. Termination or Suspension of Service.

1. LD TELECOM may terminate the Services at any time with ten (10) days advance written notice to the Customer. The date of termination shall be the last day of the ten (10) day notice period.
   
   
2. (a) Also, LD TELECOM may terminate any Service and/or this Agreement immediately and without notice if Customer makes any assignments of assets or business for the benefit of creditors, or a trustee or receiver is appointed to conduct its business or affairs. In addition, LD TELECOM may immediately suspend any Service and/or terminate any Service and/or this Agreement in the event that Customer fails to pay any amounts due to LD TELECOM or Customer violates any of its confidentiality obligations or violates the rights of LD Telecom or others or any law or regulation. If any Service is suspended or the Agreement terminated due to non-payment, Customer shall pay to LD TELECOM all fees and costs incurred by LD TELECOM in collecting such amounts, including, but not limited to, collection costs and attorney's fees and costs. In addition, in the event LD TELECOM terminates any Service and/or this Agreement pursuant to this paragraph, Customer shall pay LD TELECOM within five (5) business days of termination all amounts owed to LD TELECOM. In the event LD TELECOM suspends or terminates a Service or this Agreement pursuant to this paragraph, Customer shall pay LD TELECOM all third party charges paid or incurred by LD TELECOM as a result of the termination or suspension and arising out of this Agreement. Customer shall also pay for all fees and costs incurred by LD TELECOM in collecting the foregoing amounts, including, but not limited to, collection costs and attorney's fees and costs. . These remedies are in addition to all other remedies LD TELECOM is entitled to under this Agreement or applicable law.
   
   
3. (b) In the event of termination of this Agreement by Customer, Customer shall pay LD TELECOM within five (5) business days all amounts owed to LD TELECOM for the balance of the Term or respective term and all amounts paid or owed to third parties by LD TELECOM, including without limitation in connection with the purchase, lease or providing of equipment or products to Customer as a result of this Agreement. Customer shall also pay LD TELECOM for all fees and costs incurred by LD TELECOM in collecting such amounts, including, but not limited to, collection costs and attorney's fees and costs. These remedies are in addition to all other remedies LD TELECOM is entitled to under this Agreement or applicable law.
   
   
4. (c) Customer acknowledges and understands that Service suspension or termination under this Agreement will prevent Customer from using the Services including access to 911 dialing and LD TELECOM is not responsible for any claim or damages as a result of this non-accessibility.
   
   
5. (d) At any time, Customer may request from LD TELECOM specific third party charges or fees LD TELECOM has paid or may be responsible for in the event of termination of this Agreement. Third party charges incurred by LD Telecom may change from time to time pursuant to LD Telecom's agreement with the third party provider(s).

9. Service Disclaimer.

1. EMERGENCY SERVICES - 911 DIALING
   1. 911 Dialing. 911 Dialing is different than traditional 911 service.
      
      Most of our customers (WiFi and SoftPhone customers have specific access under conditions set forth below) have or will have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when you dial 911, your telephone number and registered address is simultaneously sent to the local emergency center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary. Customers in locations where the emergency center is not equipped to receive your telephone number and address have basic 911. With basic 911, the local emergency operator answering the call will not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak. As additional local emergency centers become capable of receiving our customers' information, LD TELECOM will automatically upgrade customers with basic 911 to E911 service. LD TELECOM will not give you notice of the upgrade.
      
      Certain customers do not have access to either basic 911 or E911. If you don't have access to basic 911 or E911 your 911 call will be sent to the Emergency Call Relay Center ("ECRC"). A trained agent at the emergency call center should ask for the name, telephone number and location of the customer calling 911, and then contact the local emergency center for such customer in order to send help. Examples of situations where 911 calls will be sent to the ECRC center include when there is a problem validating or confirming a customer's address, the customer is identified with an international location, or the customer is located in an area that is not covered by the landline 911 network. In addition, if you use WiFi or SoftPhones, you may provide your initial physical location address for 911 purposes for each phone and, due to the portable nature of these Devices, your 911 calls will be routed to the ECRC unless you provide your address for 911 purposes. If you use a WiFi or SoftPhone, you should immediately change your physical location address for 911 purposes pursuant to Section 9(A)(iii) if you move locations of use of phone. If you use a SoftPhone and any desktop IP phone, you should immediately change your physical location address for 911 purposes pursuant to Section 9(A)(iii) if you move locations of use of phone. Please note that a phone that is an extension of a main phone line does not have an independent address location designated for 911 purposes and the only address 911 Emergency Personnel will have on record is that designated to the main phone line. Accordingly, phones that are extensions of main phone lines can not be moved from the location assigned for 911 purposes. If a main phone line is relocated or moved from its current location, Client must change the address of its location for 911 purposes pursuant to Section 9(A)(iii). If an extension phone line is not at the same location as the main phone line, a 911 caller must inform the 911 Emergency Personnel of the correct location. AS TO PHONES THAT HAVE BEEN ASSIGNED A UNITED STATES AND CANADA TEN DIGIT PHONE NUMBER AS THE PRIMARY NUMBER, IN LIGHT OF THE PORTABLE NATURE OF WIFI PHONES, SOFTPHONES, AND OTHER PHONES, INCLUDING DESKTOP PHONES, IT IS YOUR RESPONSIBILITY TO CHANGE YOUR PHYSICAL LOCATION FOR 911 PURPOSES TO INSURE 911 HAS YOUR CORRECT LOCATION. YOU MUST CHANGE YOUR PHYSICAL LOCATION PURSUANT TO THE MECHANISM SET FORTH IN SECTION 9(A)(iii) BELOW. YOU EXPRESSLY WAIVE ANY CLAIMS AGAINST LD TELECOM AND ITS OWNERS, EMPLOYEES, REPRESENTATIVE, AGENTS AND AFFILIATED OR RELATED ENTITIES ARISING OUT OF ANY CLAIMS IN CONNECTION WITH 911 SERVICES AND ANY INCORRECT REPORTING TO OR BY 911 PERSONNEL OF THE PHYSICAL LOCATION OR ADDRESS IN CONNECTION WITH A 911 CALL.
      
      You authorize LD TELECOM to disclose your name and address to third-parties involved with providing 911 Dialing to you, including, without limitation, call routers, call centers and local emergency centers.
      
      
   2. Notice to All Users. You should inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service of the important differences in and limitations of 911 Dialing as compared with basic 911 or E911. The documentation that accompanies each Device that you purchase may include a sticker concerning the potential non-availability of basic 911 or E911 (the '911 Sticker'). It is your responsibility, in accordance with the instructions that accompany each Device, to place the 911 Sticker on each Device that you use with the Service.
      
      
   3. Registration of Physical Location. For each phone number that you use for Service, you must register with LD TELECOM the physical location where you will be using the Service with that phone number. When you move the Device to another location, you must register your new location. If you do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your registered address which is incorrect for the 911 purpose. You will register your initial location of use when you subscribe to the Service. Thereafter, you may register a new location by following the instructions from the '911' registration link on LD TELECOM'S Website www.nexogy.com. For purposes of the 911 Dialing feature, you may only register one location at a time for each phone line you use with the Service.
      
      
   4. Service Outages.
      1. (a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing.
      2. (b) Service Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP Service. Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning.
      3. (c) Service Outage Due to Termination of Your LD TELECOM Account. Service outages due to termination of your account will prevent all Service, including 911 Dialing, from functioning.
      4. (d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your 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 you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge that LD TELECOM is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service, including 911 Dialing, which may result.
         In the event you lose service as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to be responsible for payment of the Service charges unless and until you terminate the Service in accordance with this Agreement.
      5. (e) Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.
         
         
   5. Re-Activation Required if You Change Your Number or Add or Port New Numbers. 911 Dialing does not function if you change your phone number or if you add or port new phone numbers to your account, unless and until you successfully register your location of use for each changed, newly added or newly ported phone number.
      
      
   6. Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks.
      
      
   7. Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any local or national emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither LD TELECOM nor its present or former affiliates, owners, directors, officers or employees may be held liable for any claim, damage, or loss, and you hereby waive all such claims or causes of action, arising from or relating to our 911 Dialing service.
      Customer shall defend, indemnify, and hold harmless LD TELECOM, its officers, directors, owners, employees, affiliated and related entities, agents, representatives and any other service provider who furnishes services or products to you in connection with the Service, from all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees and costs) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, dialing that results from outages, incorrect routing information, including physical location, Service interruption and non-accessibility, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.
      
      
   8. Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or terminating the Service.
      
      
   9. State and/or local governments may assess fees to LD TELECOM to pay for emergency services in your community. If so, these fees will be included on your invoice.
2. Services Not Provided. LD TELECOM'S Service does not provide for 0+ calling (including without limitation collect, third party billing, 900 or calling card calling). LD TELECOM'S Service does not support 311, 511 or other x11 (other than 911 and 411). LD TELECOM does not list phone numbers for Customers in phone directories. Accordingly, the phone numbers Customers obtain from LD TELECOM may not be listed in any phone directories. In addition, in certain countries, toll-free numbers are not accessible from mobile phones and payphones or may require payment before accessing.
   
   
3. Customer acknowledges and agrees that LD TELECOM is not responsible for ensuring the availability of an international number Customer is adding to its Nexogy line or Service (referred to and may be sold by LD TELECOM as an “International Local Number”) because the international number may be provided by a third party which LD TELECOM does not control. Accordingly, the International Local Number may be cancelled, ported or eliminated by the third party provider and, therefore, it may be necessary for Customer to change the international number. Once the service is cancelled by Customer, the International Local Number may be reassigned to another. LD TELECOM is not responsible for ensuring that said International Local Number can be ported to another service provider anywhere.
   
   
4. Customer acknowledges and agrees that local and toll-free numbers cannot be used for calling card applications.

10. Equipment/Products.

The equipment, hardware, software or other products used by Customer in connection with LD TELECOM'S Services (“equipment” or “products”) must be compatible with and comply with LD TELECOM'S Services before use with LD TELECOM'S Services. Certain equipment and products may use a different software and firmware version not compatible with LD TELECOM'S Services. In the event that CUSTOMER desires to provide their own equipment or products, Customer must contact LD TELECOM to determine if compatible with LD TELECOM'S Services and obtain LD TELECOM'S approval in writing prior to use with LD TELECOM'S Services. In addition, Customer shall not reconfigure any equipment or products used in connection with LD TELECOM'S Services without LD TELECOM'S prior written authorization.

CUSTOMER MUST IMMEDIATELY CHANGE ITS (1) PHONE CONFIGURATION PASSWORD AND WEB PORTAL PASSWORD WHICH ARE THE SAME AND (2) PASSWORD ON EACH PHONE AND EXTENSION VOICEMAIL TO A PASSWORD THAT IS NOT SEQUENTIAL (I.E. 1,2,3,4) OR A SINGLE NUMBER (I.E. 1,1,1,1) OR CONTINUOUS PAIRS (I.E. 3,3,6,6,8,8) IN ORDER TO MINIMIZE THE RISK OF THIRD PARTY FRAUD OR WRONGFUL CONDUCT AGAINST CUSTOMER'S ACCOUNT AND VOICEMAIL SYSTEM WHICH MAY LEAD TO COMMUNICATION CHARGES BILLED TO CUSTOMER AND/OR VIOLATE THE RESPECTIVE USER'S PRIVACY RIGHTS. ALTHOUGH THE PHONE CONFIGURATION AND WEB PORTAL PASSWORD ARE THE SAME, THAT PASSWORD MUST BE DIFFERENT THAN THE PHONE AND EXTENSION PASSWORD. IN THE EVENT THE PHONE CONFIGURATION PASSWORD AND WEB PORTAL PASSWORD ARE TO BE DIFFERENT AT A LATER POINT IN TIME, ALL THREE PASSWORDS MUST ALSO BE DIFFERENT.

LD TELECOM does not provide any warranty of suitability, fitness for a particular purpose or merchantability or any other express or implied warranty concerning the equipment, hardware, software or other products used in connection with providing the Services and expressly disclaims any warranty. Customer must deal directly with the manufacturer of the equipment concerning any defects, deficiencies, problems, including malfunction, or other matters concerning the equipment. LD TELECOM DOES NOT REPRESENT OR WARRANT THAT THE EQUIPMENT AND PRODUCTS, INCLUDING SOFTWARE, WILL BE ERROR FREE OR UNINTERRUPTED.

11. Access to Customer's Premises.

Customer authorizes LD TELECOM and its employees, agents, contractors, representatives, and vendors to enter Customer's premises in order to install, maintain, inspect, repair and/or remove any equipment or other product, as applicable, provided to Customer by LD TELECOM under this Agreement and/or in order to perform the Services within twenty four (24) hours advance notice by LD TELECOM or immediately in the case of an emergency. Customer shall provide access after regular business hours when necessary to insure proper operation of the Service.

Customer shall provide LD TELECOM with access to Customer's premises to remove and recover all equipment or other materials owned or belonging to LD TELECOM or its contracted individuals or entities within three (3) days of the effective date of termination or expiration of this Agreement.

12. Warranty/No Warranty.

LD TELECOM warrants that its Services will be performed in a professional manner that accords with industry standards. LD TELECOM'S sole obligation with respect to this warranty shall be to attempt to correct any failure on the part of LD TELECOM to perform the Services in a competent manner in accord with industry standards within thirty (30) days after receipt by LD TELECOM of written notice specifically identifying the Services which were purportedly not performed in accordance with industry standards. The existence of errors or defects in LD TELECOM'S Services shall not be a basis for finding that LD TELECOM'S Services have not been performed in the manner warranted above. CUSTOMER ACKNOLWEDGES THAT LD TELECOM HAS MADE NO EXPRESS OR IMPLIED WARRANTIES RELATING TO MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES CONTEMPLATED BY THIS AGREEMENT OR SOFTWARE, HARDWARE AND/OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES. Customer acknowledges that all services are provided as is. LD TELECOM does not warrant against interrupted operations of Service. LD TELECOM specifically disclaims any liability for actual, consequential or indirect damages suffered by Customer as a result of the operation or malfunction of the Service, or delay in implementation, reconfiguration, or repair of the Service, including for matters that are outside the control of LD TELECOM.

13. Use Abroad.

Although LD TELECOM encourages Customer to use the Service to place calls to foreign countries from within the United States, LD TELECOM does not presently offer or support the Service in any country other than the United States. If Customer uses the Service or Devices in any country other than the United States, Customer is solely responsible for any violations of laws or regulations arising out of such use in foreign countries.

14. Disclaimer of Warranty.

THE ABOVE EXPRESS WARRANTY SET FORTH IN SECTION 12 IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING EXPRESS, IMPLIED OR STATUTORY WARRANTIES, REGARDING THE SERVICES AND PRODUCTS, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTIBILITY, SUITABILITY, USAGE OD TRADE, COURSE OF DEALING, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, AND ACCURACY. LD TELECOM DOES NOT WARRANT THAT ANY SERVICE OR PRODUCT PROVIDED WILL OPERATE UNINTERRUPTED OR ERROR FREE. LD TELECOM DOES NOT WARRANT THAT THE PRODUCTS WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, OR LOSS OF DATA OR INFORMATION. No representation or other affirmation of fact, including but not limited to, statements regarding capacity, suitability for use or performance of the Services, whether made by LD TELECOM'S employees or otherwise, that is not contained in this Agreement, shall be deemed to be a warranty by LD TELECOM for any purpose, or give rise to any liability of LD TELECOM whatsoever.

The Services may not be compatible with home or other security systems. Customers may be required to maintain a telephone connection through Customer's local exchange carrier in order to use any alarm monitoring functions for any security system installed in Customer's home or business. Customer is responsible for contacting the alarm monitoring company to test and determine the compatibility of any alarm monitoring or security system with the Services.

LD TELECOM does not warrant that the Services will be compatible with all broadband services and expressly disclaims any express or implied warranties regarding the compatibility of the Service with any particular broadband service.

15. Limitation of Damages/Damages.

LD TELECOM SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS) OR PUNITIVE DAMAGES ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ARISING FROM INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP OR ANY INCORRECT LOCATION REPORTING TO 911 EMERGENCY SERVICE PERSONNEL, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO THE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF LD TELECOM IS NOTIFIED OF THE POSSIBILITY OF THE DAMAGES OR THAT THE DAMAGES ARE FORESEEABLE.

LD TELECOM shall not be liable for any delay or failure to perform under this Agreement due to conditions or circumstances beyond its control, including without limitation, Acts of God, floods, fires, riots or sabotage, wars, accidents, strikes, terrorism, freight embargoes, delay in transportation or inability to secure transportation, shortage of labor, material or equipment and/or an act in compliance with any government law or regulation.

LD Telecom shall not be liable for any measure or action taken to prevent potential or actual fraud or other wrongful conduct.

LD TELECOM'S total aggregate liability and Customer's exclusive remedy for any claim in connection with this Agreement shall not be greater than the amount paid for Services by Customer for the one (1) year beginning on the date of execution of this Agreement, as an agreed upon limitation of damages and not as a penalty.

Customer acknowledges that the Service requires a fully functional broadband connection to the Internet and, in the event of an outage, alteration, change or termination of service by Customer's Internet service provider ("ISP") or broadband provider, the Service may not function. In this event, Customer will continue to be billed for the Service unless Customer terminates the Service in accordance with this Agreement. Should there be an interruption in the power supply or ISP outage, the Service will not function until the interruption or outage is properly addressed. Customer represents that Customer is aware that a power failure or disruption may require the Customer to reconfigure equipment prior to restoring the Service.

In no event shall LD TELECOM be liable to Customer or third parties for any damages, including without limitation lost or anticipated profits, direct, indirect, incidental, exemplary, punitive, special, reliance or consequential damages, nor shall LD TELECOM be liable for any Service Level Agreement credits, as applicable, arising out of any equipment or product defect, malfunction or deficiency, an outage, alteration, change, suspension or termination of internet service or broadband service to Customer or any damages caused to Customer arising out of (1) Customer's or any person or individual's use of equipment or products not provided by LD TELECOM without LD TELECOM'S prior written approval, (2) any reconfiguration of equipment or products without LD TELECOM'S prior written approval or (3) any violation of any Customer employee, contractor, or staff's rights or any third party rights, including without limitation rights to privacy as well as damages arising from wrongful “hacking” or access of Customer's account and voicemail systems as a result of Customer's failure to change its password(s) pursuant to paragraph 10 above. In addition, LD TELECOM shall not be responsible or liable in any manner for any delay, failure to perform or damage to Customer arising out of products, equipment or services provided by Customer or third parties, any acts or omissions of Customer or third parties, or any Services provided by LD TELECOM to Customer in connection with a problem arising out of Customer's network malfunction or deficiency or products or services provided by Customer or third parties or problems or deficiencies with 911 access and service.

16. Defend/Indemnify/Hold Harmless:

Customer agrees to defend, indemnify and hold LD TELECOM, its officers, directors, owners, employees, affiliated entities, subsidiaries, related entities, agents and representatives harmless from all claims, demands, judgments, liabilities and damages, including punitive damages, in connection to, arising from or relating to (1) any equipment or product defect, deficiency or malfunction whether or not said products or equipment were provided by LD TELECOM, Customer or third parties and any claims concerning 911 by any person or entity, including current physical location of caller, (2) any acts or omissions of Customer or third parties, including without limitation those acts or omissions which violate third party rights as well as Customer's failure to change its password(s) pursuant to paragraph 10 above, (3) any Service provided by LD TELECOM to Customer in connection with a problem arising out of Customer's network malfunction or deficiency or products or services provided by Customer or third parties, (4) any breach by Customer of any obligations under this Agreement, (5) any measures or actions taken by LD Telecom to address potential or actual fraud or other wrongful conduct and (6) any illegal, wrongful or unauthorized conduct by Customer, including without limitation any illegal, wrongful or unauthorized use of Services and equipment or products, including without limitation software used in connection with the Services, the recording of communications, and equipment or products reconfigured, not compatible, or not approved by LD TELECOM in writing.

17. Limitation on Actions.

Neither LD TELECOM nor Customer may institute any action in any form arising out of this Agreement more than eighteen (18) months after the cause of action has arisen, or in the case of nonpayment, more than eighteen (18) months from the date of last payment or promise to pay.

18. Notice:

Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service, as follows: If to Customer, to the address provided by Customer under Customer's signature below. If to LD TELECOM, Attn: CFO, 5757 Blue Lagoon Drive, Suite 190, Miami, Florida 33126. A party may change the designated address to receive notice by written notice to the other party.

19. Jurisdiction and Venue:

This Agreement shall be exclusively construed, governed and enforced under the laws of Florida without regard to rules governing conflict of laws. The parties agree that the exclusive venue for all actions, relating in any manner to this Agreement, shall only be in a state court of competent jurisdiction located in Miami-Dade County, Florida. Each party consents and submits to the personal jurisdiction of such courts and irrevocably waives any and all defenses inconsistent with this Section. If LD TELECOM or Customer deem it necessary to enforce its rights in a court of law, the parties hereby agree that the prevailing party in said litigation, including all appellate levels and proceedings, shall be entitled to recovery of its attorney's fees and costs.

20. Agreement Binding on Others.

This Agreement shall be binding on and shall inure to the benefit of the users of Services provided hereto and the parties hereto, and their heirs, administrators, successors, and permitted assigns. This Agreement does not provide any person or entity not a party to this Agreement with any remedy, claim or cause of action or creates any other third party beneficiary rights.

21. Compliance with the Law.

The parties shall comply with all applicable laws and regulations of governmental bodies or agencies in their performance under this Agreement and failure to do so shall constitute a material breach of this Agreement.

22. Assignability.

Customer acknowledges that Customer cannot assign the Service Agreement without the prior written consent of LD TELECOM and that it is unlawful to sell the Service, transfer the Service, assign the Service or charge any other person, party or entity for the use of the Service without prior written consent from LD TELECOM. This Agreement and the rights and obligations may be assigned by LD TELECOM.

23. Survival.

Sections 3 through 27 and the obligations of the parties thereunder shall survive termination or expiration of this Agreement to the extent permitted or allowed therein.

24. Modification/Amendment.

LD TELECOM may, from time to time, amend or modify the terms and conditions of this Agreement, any exhibits attached hereto and/or the terms and conditions posted on LD TELECOM'S Website, including at www.nexogy.com/legal. Amendments and modifications will be considered given and effective on the date posted on LD TELECOM'S Website, including at www.nexogy.com/legal, or by written notice to Customer. It is Customer's obligation to ensure that it regularly accesses LD TELECOM'S Website and reviews all modifications and amendments. In the event of a conflict between this Agreement and the Website or an exhibit, the Website or exhibit shall control. Further, in the event of a conflict between the Website and an exhibit, the exhibit shall control.

25. Severability.

In the event that any of the provisions of this Agreement or the application of any such provisions to the parties hereto with respect to their obligations hereunder are held by a court of competent jurisdiction to be unlawful or unenforceable, the provision and its application shall be construed to allow for its enforceability to the maximum extent permitted by law and the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired, or invalidated in any manner.

26. Internet/Third Party Networks.

LD TELECOM uses, in whole or in part, the public internet and third party networks to transmit voice and other communications. LD TELECOM is not liable or responsible for any lack of privacy which may be experienced by Customer in connection with the Service.

27. Entire Agreement/Authorized Representative/Miscellaneous.

The Customer acknowledges and agrees to be subject to all restrictions, terms and conditions set forth on the Website and said terms, restrictions, and conditions are incorporated herein by reference. Any right or provision in this Agreement shall not be waived unless waived in writing by LD Telecom. This Agreement and all exhibits hereto and the terms and conditions in the Website contain the entire and only understanding between the parties and supersedes all prior representations, promises or agreements, either written or oral, relating to the subject matter hereof. Any reference in this Agreement to the Website shall be limited to the Website content specifically applicable to the Services purchased pursuant to this Agreement. Customer represents that the Customer has read and understood the terms and conditions set forth in this Agreement including its exhibits and Website and has had opportunity to review same with counsel of Customer's choice. Headers are used for convenience purposes only and do not form part of the Agreement (including exhibits and Website). Unless specified otherwise, periods of time shall be calculated in calendar days. In the event the last day of a period of time falls on a weekend or national holiday, the last day of said period of time shall be the immediately next business day. The individual signing below on behalf of the Customer acknowledges that said individual has the proper authorization from the Customer to enter into this Agreement on behalf of the Customer.

AGREED TO AND ACCEPTED BY:

_____________________________ (Name of Customer)                 LD Telecommunications, Inc.

______________________________                                            ________________________
Print Name: ____________________                                             Print Name: ______________
Position: ______________________                                              Position:_________________
Date: _________________________                                             Date: ___________________
Address: ______________________
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