Reliance Global Call - Enterprise Customer General Terms and Conditions (USA)

The Customer Application Form (the "CAF"), the Service Guide(s) and these General Terms and Conditions (the "General Terms") (the CAF, the Service Guide(s) and the General Terms together constitute the "Agreement") shall govern the relationship between Customer and Reliance Communications International, Inc. ("Reliance Global Call") with respect to the Services provided hereunder. Each of the documents comprising the Agreement is posted on the Website.

Definitions

"Authorized User" shall mean any end user designated by Customer to use the Services under Customer's Enterprise Account hereunder.

"Customer" shall mean the person or entity identified on the CAF that has agreed to become a party to the Agreement with Reliance Global Call.

"Services" shall mean the telecommunications services provided by Reliance Global Call as described in the Service Guide(s).

"Service Guide(s)" shall mean the service guides that set forth the rates and charges, service descriptions and other terms and conditions that apply to each of the Services.

"Website" shall mean the Reliance Global Call website located at www.relianceglobalcallent.com

I. Sign-Up and Use of Services

1. Services Provided. Reliance Global Call offers Authorized Users the ability to make international telephone calls using touch-tone telephones by dialing the access number(s) listed in the relevant Service Guide, entering a Personal Identification Number ("PIN") and dialing the called party. The charges associated with the calls would be charged to the account that Customer has established with Reliance Global Call. These Services do not require that Authorized Users to change their current telephone service provider(s) in order to use the Services. The Service Guide(s) describes the Services available to Customer and its Authorized Users, the destination countries served and the applicable rates and charges. Reliance Global Call may, from time to time, add or delete destination countries that can be called via the Services. Reliance Global Call may also add or discontinue certain Services from time to time, subject to applicable laws and regulations. However, the Services may not be available in all locations.
Reliance Global Call may impose a credit limit and revise it from time to time upon notice to Customer.

2. Opening an Account. In order to use the Services, Customer must first establish an account with Reliance Global Call by completing and signing the CAF and sending it to the Reliance Account Manager at the address or fax number specified on the CAF.

Once Customer has been accepted as a Reliance Global Call customer, Reliance Global Call will send an e-mail to the contact person designated by Customer on the CAF (the "Enterprise Contact Person") that confirms Customer's registration (the "Confirmation E-mail") and provides the Enterprise Contact Person with information concerning Customer's Reliance Global Call account (the "Enterprise Account"), including but not limited to the Enterprise Account number and Customer's initial credit limit, if any. No Enterprise Account will be established until Reliance Global Call has sent, and Customer has received, the Conformation E-mail. Thereafter, Reliance Global Call will not make any adjustments to the Enterprise Account information unless it is provided with the Enterprise Account Number and the social security number of the Contact Person. Reliance Global Call reserves the right, in its sole and absolute discretion, to deny any CAF and refuse to provide the Services if a customer's credit is not deemed satisfactory or for any other lawful reason. In addition, Reliance Global Call may accept a CAF but set a credit limit, which limit may be adjusted by Reliance Global Call from time to time. If Customer exceeds its credit limit, Reliance Global Call may restrict the access of one or more Authorized Users to the Services and also require Customer to make payment towards the outstanding balance on its Enterprise Account.

3. User Details. Once the Enterprise Contact Person receives the Confirmation E-mail confirming that Customer's Enterprise Account has been established, he or she shall provide Reliance Global Call with the name, contact information and phone number(s) of each Authorized User. Upon receipt of this information, Reliance Global Call will issue a unique PIN for each Authorized User to the registered e-mail address of the Authorized User. Each PIN will be linked to the Enterprise Account, and all charges accrued under each PIN will be billed to the Enterprise Account. Customer is responsible for notifying Reliance Global Call when an Authorized User is no longer authorized to use the Service(s). Upon such notice, Reliance Global Call will cancel the PIN and disassociate it from the Enterprise Account.

4. Usernames/Passwords/Personal Identification Numbers. Reliance Global Call will also provide, simultaneously with the issuance of each PIN, information on the Services available to each Authorized User to their respective registered e-mail address. The Enterprise Contact Person may modify or make changes to the Authorized User's information associated with each PIN by forwarding such changes to Reliance Global Call either by regular mail, e-mail, or by calling Reliance Global Call's customer service office. Changes requested by anyone other than the Enterprise Contact Person will not be accepted. Customer is responsible for notifying Reliance Global Call in writing when its Enterprise Contact Person changes, or the contact information for the Enterprise Contact Person changes, so that Reliance Global Call can notify the new Enterprise Contact Person of updates to the Services and provide information concerning the Enterprise Account. Notwithstanding anything to the contrary contained herein, Customer shall be and remain the customer of record under the Enterprise Account and be responsible for all charges accrued thereunder and all liabilities associated therewith.

CUSTOMER AND ITS AUTHORIZED USERS ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ENTERPRISE ACCOUNT AND THE PINs PROVIDED UNDER THE ENTERPRISE ACCOUNT, AND CUSTOMER AGREES TO PAY FOR ALL SERVICES CHARGED TO THE ENTERPRISE ACCOUNT, WHETHER OR NOT CUSTOMER OR AN AUTHORIZED USER HAS AUTHORIZED SUCH USE. If Customer or an Authorized User believes that any PIN provided under the Enterprise Account is being used in an unauthorized manner, (i) Customer must contact Reliance Global Call immediately and ask Reliance Global Call to deactivate the PIN and (ii) cooperate with Reliance Global Call's investigation of any such unauthorized use, including but not limited to the timely provision of any documentation requested by Reliance Global Call. If Customer fulfills the above requirements, Customer will not be liable for any unauthorized charges incurred under the compromised PIN from the time Customer has notified Reliance Global Call of such unauthorized use in accordance with the terms herein.

5. Access Numbers. Toll charges may be associated with calls made to certain local access numbers. All charges assessed by a third party carrier in connection with calls made through one of Reliance Global Call's access numbers are the responsibility of Customer or the Authorized User, as the case may be, and will not be reimbursed by Reliance Global Call. Similarly, Reliance Global Call shall not be responsible for any charges incurred by Customer or an Authorized User through the use of cellular phones or pay phones to call one of its access numbers.

6. Customer Service. Authorized Users with technical questions or complaints may contact Reliance Global Call directly at its Customer Care Center 24 hours/day, 7 days/ week, by e-mail at Helpdesk@relianceglobalcall.com or by phone at 1-866-436-3358 and/or 1-877-286-3358. All other questions and concerns, including but not limited to those relating to the Enterprise Account, should be routed through the Enterprise Contact Person.

II. Charges and Payment

1. Rates and Charges. The calling rates are specified on the Reliance Global Call website www.relianceglobalcallent.com and charges for the Services are specified in the CAF. In addition, Customer shall be assessed a monthly user fee for each Authorized User. This fee shall be charged regardless of whether the Authorized User uses the Services during the month.

2. Rating of Calls. Customer will be charged for the Service(s) and other features on a monthly billing cycle basis. Unless otherwise specified, all calls will be billed in full minute increments from the time a call placed by an Authorized User is answered through the time the call is terminated; any fraction of a minute will be rounded up to the next whole minute (e.g., a call which lasts 1 minute, 25 seconds will be charged as a 2 minute call). Reliance Global Call may change the billing period or billing increment upon at least thirty (30) days notice to Customer.

3. Monthly User Fee. Customer agrees to pay in full each month's charges incurred by all Authorized Users under the Enterprise Account, including regular monthly user fees and Service usage charges. Usage charges may include, without limitation, charges for calls that are initiated through any PIN assigned to an Authorized User, toll charges, long distance charges, additional or differently-calculated charges assessed by another service provider for calls, any applicable landline access charges, and additional services or features used by Customer or its Authorized Users. The monthly user fee for each Authorized User will be charged regardless of whether the Authorized User uses the Services in any given month.

4. Taxes and Other Charges. Customer shall be responsible for all taxes, fees and other charges levied by or remitted directly to federal, state or local authorities, or foreign governments imposed on Customer or Reliance Global Call, as a result of providing the Service(s) ("Taxes and Fees"). Reliance Global Call will determine, in its reasonable discretion, the Taxes and Fees Customer is responsible to pay and the amount of those Taxes and Fees, which may change or increase at any time without notice.

If Customer claims an exemption from certain Taxes and Fees, Customer must provide Reliance Global Call with a valid exemption certificate applicable to such Taxes and Fees. Exemptions apply only to Taxes and Fees incurred after the date Reliance Global Call receives the applicable exemption certificate (Customer shall not receive credit for Taxes and Fees Customer has already paid). Customer must provide Reliance Global Call, with a valid street address (not a post office box) so that Reliance Global Call may determine the applicable Taxes and Fees.

5. Rate Changes. Reliance Global Call may change the rates and charges for the Services and offer special promotions from time to time. More specifically, Reliance Global Call may decrease rates or charges at any time without providing advance notice; it may increase the rates or charges by posting the new rates or charges on the Website at least ten (10) days before they become effective, provided that increases that recover Reliance Global Call's costs associated with government programs (excluding taxes and other charges as provided in this Section II) shall be effective no sooner than three (3) days after such increases are posted on the Website.

6. Payment. Customer will make the advance payments as set forth in the CAF. If Customer fails to make the advance payments or fails to pay in full all amounts set forth in an invoice issued by Reliance Global Call within the specified payment period, Reliance Global Call may charge the outstanding amount to Customer's credit card, debit, or charge card or, if the charge to Customer's direct debit, cheque or the Customer's credit, debit or charge card is not accepted, collect or deduct such amount from any other form of assurance of payment provided by Customer. Customer agrees that (a) time is of the essence; (b) it would be impractical to fix the exact amount of Reliance Global Call's damages if Customer fails to pay promptly; and (c) Reliance Global Call is authorized to charge such outstanding amounts or, in the case of any partial payment, the remaining balance, to Customer's credit, debit or charge card or to collect or deduct such amounts from any other form of assurance of payment provided by Customer. It is Customer's responsibility to notify Reliance Global Call of any changes to its credit, debit or charge card information, including the expiration date. Reliance Global Call reserves the right to retain any credit, debit or charge card information provided by Customer and to charge outstanding amounts to any such card so long as the Enterprise Account remains active and for a reasonable period thereafter. If any charge to Customer's credit, debit or charge card is not accepted (e.g. the card is no longer valid or Customer has instructed the credit/debit/charge card company to block, reject or refuse to pay such charge) for any reason other than Customer disputing in good faith the validity of charges, Reliance Global Call may assess an additional service fee in connection such non-acceptance as well as a late charge of 1.5% per month on the delinquent balance, which late charge will be applied to that period's unpaid balance and any outstanding amounts that remain unpaid at the time of the next invoice. Similarly, in the event any Customer check or other form of payment is returned due to insufficient funds or not accepted for any reason, Reliance Global Call may assess a service fee of $50 in connection with denied payment. To the extent state law requires a different service fee or late charge, Reliance Global Call will apply the state mandated amount or rate, as the case may be.

7. Billing Information and Monthly Statements. Customer will have confidential online access to the billing and usage information associated with the Enterprise Account for the current month and the prior three months. Reliance Global Call also will send a copy of Customer's monthly statement to the Enterprise Contact Person via e-mail. Authorized Users will have access to the usage information associated with their PINs through the Website, but they will not have the ability to alter any features or limitations set by Customer.
Failure by Reliance Global Call to include a charge in the monthly statement immediately following the date such charge was incurred does not constitute a waiver of Reliance Global Call's right to bill and collect such charge. Customer agrees to pay for charges that accrued in a prior billing period and included in a subsequent monthly statement. Customer also agrees that Reliance Global Call may send monthly statements in electronic form only to the e-mail address provided by Customer. Reliance Global Call reserves the right to change the format of the monthly statement, the billing period and/or the availability of past statements online from time to time.

8. Billing Disputes. Customer is responsible for reviewing the monthly statements or billing information, as the case may be. If Customer believes a statement contains any incorrect charges, the Enterprise Contact Person must notify Reliance Global Call of such disputed charges, including providing a reasonably detailed description of the nature of the dispute, within sixty (60) days from the date of the statement that contains the disputed charges or Customer shall be deemed to have waived the right to dispute those charges. The Enterprise Contact Person may send such notification to the Reliance Account Manager assigned to the Enterprise Account or by contacting Reliance Global Calls' Customer Service Department by e-mail at Helpdesk@relianceglobalcall.com. If Customer accepts a credit to resolve a dispute, such acceptance shall constitute Customer's agreement that the dispute is fully resolved. If Reliance Global Call is unable to resolve the dispute based on the information contained in Customer's initial notification, Reliance Global Call may require Customer to describe more fully its basis for disputing the Reliance Global Call charges. If it is determined that Customer owes some all of the amount in dispute, that amount will be added to any current charges and must be paid by the date shown on the monthly invoice. Any acceptance by Reliance Global Call of partial payment or payments marked "Paid in Full" or similar notations shall not constitute a waiver of Reliance Global Calls's rights hereunder to collect all amounts that Customer owes Reliance Global Call, nor will it constitute an accord and satisfaction.

III.Suspension and Cancellation of Services

1. Cancellation. Customer may discontinue using the Services and request that its Enterprise Account be closed at any time by sending an e-mail to the Reliance Global Call Account Manager assigned to the Enterprise Account and to the Reliance Global Call's customer service center at Helpdesk@relianceglobalcall.com. Within 48 hours of receipt of such notice (the "Cut-Off Date"), Reliance Global Call will invalidate all PINs assigned to Authorized Users under the Enterprise Account and deny such Users all further access to the Services. In all cases, Customer will remain responsible for payment of all fees and charges incurred through the Cut-Off Date.

2. Expiration Policy. Reliance Global Call may, in its sole discretion, elect to let Customer's Enterprise Account and all PINs assigned thereunder expire after six (6) months of inactivity (measured from the date of last use or last recharge on the Enterprise Account, whichever is later). If Customer desires to keep its Enterprise Account active, the Enterprise Contact Person may request an extension of the expiration period by sending an e-mail to the Reliance Global Call Account Manager assigned to the Enterprise Account and to Reliance Global Call's customer service center at Helpdesk@relianceglobalcall.com. Upon its receipt of such request, Reliance Global Call may, in its sole discretion, agree to extend the expiration date of Customer's Enterprise Account and the PINs assigned thereunder. All extensions will be confirmed by Reliance Global Call via e-mail.

3. Fraudulent Use. Termination by Reliance Global Call. Customer and its Authorized Users shall use the Services in a lawful manner that is consistent with the terms and conditions of this Agreement and all applicable federal, state and local laws and/or regulations. Notwithstanding any other provision contained in this Agreement, Reliance Global Call reserves the right to immediately, and without notice, terminate, or otherwise discontinue Customer's Enterprise Account and the PINs assigned thereunder in the event it determines that Customer, or any Authorized User thereof, has violated any such term, condition, law and/or regulation.

In the event Reliance Global Call suspends, restricts or terminates the Enterprise Account, Customer shall remain responsible for all charges incurred through the date that Reliance Global Call fully implements such suspension, restriction or cancellation. Customer must pay all outstanding charges for these Services, including payment of any invoices that remain due after the date of termination. Subject to applicable state laws, Customer shall reimburse Reliance Global Call for any reasonable costs incurred, including attorneys' fees, to collect charges owed by Customer. If Reliance Global Call may require Customer to pay a service restoration fee if Reliance Global Call elects to reactivate the Enterprise Account and the ability of the Authorized Users to use the Services.

4. Other. Reliance Global Call reserves the right to discontinue or modify certain Services from time to time, subject to applicable law and regulation.

5. Outstanding Charges. Customer will be in default under this Agreement if (i) Customer does not pay any sum when due, (ii) Customer fails to comply with any other term or condition of the Agreement, (iii) Reliance Global Call suspends, restricts or terminates Customer's Enterprise Account pursuant to Section III.3. above or (iv) Customer becomes the subject of any proceeding under the Bankruptcy Code or becomes insolvent. In any such case, Customer shall remain responsible for payment of all charges and fees due to Reliance Global Call under this Agreement (including any charges after a bankruptcy filing), which amounts will be immediately due and payable. Reliance Global Call shall have the right to discontinue the Services and/or terminate this Agreement without prior notice if Customer defaults under this Agreement. Reliance Global Call's remedies hereunder are not exclusive but are in addition to all other remedies provided by law. Subject to Section V below and applicable state law, Customer shall reimburse Reliance Global Call for all reasonable costs, including attorneys' fees, incurred by Reliance Global Call to collect amounts due and outstanding hereunder. In the event Reliance Global Call elects to reactivate Customer's Enterprise Account and the ability of the Authorized Users to use the Services, Reliance Global Call may require that Customer prepay or pay a deposit and/or service restoration fee.

IV. Indemnification, Limitation of Liability and Warranties

1. Indemnity. CUSTOMER AGREES THAT Reliance Global Call WILL NOT BE RESPONSIBLE FOR ANY CLAIM BY THIRD PARTIES AGAINST EITHER PARTY TO THIS AGREEMENT ARISING FROM ANY AUTHORIZED USER'S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIM BY AN AUTHORIZED USER AGAINST Reliance Global Call. CUSTOMER FURTHER AGREES TO INDEMNIFY Reliance Global Call AND ITS AFFILIATES AGAINST ANY ACTUAL OR THREATENED CLAIM, SUIT OR OTHER ACTION INITIATED OR THREATENED BY AN AUTHORIZED USER AGAINST Reliance Global Call AND/OR ITS AFFILIATES AND TO REIMBURSE Reliance Global Call AND ITS AFFILIATES FOR ALL COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES, RELATED TO THE DEFENSE OF ANY SUCH CLAIM, SUIT OR OTHER ACTION.

2. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL Reliance Global Call BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, OR INCREASED COSTS OF OPERATION, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR Reliance Global Call HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO HOW THAT CLAIM IS STYLED OR ON WHAT LEGAL GROUNDS IT IS BASED (SUCH AS CONTRACT, TORT, STATUTE OR OTHERWISE). IN ADDITION, UNDER NO CIRCUMSTANCES WILL Reliance Global Call BE LIABLE FOR DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO CUSTOMER'S OR AN AUTHORIZED USER'S INABILITY TO ACCESS THE SERVICES THROUGH TOLL OR LOCAL ACCESS NUMBERS. AS INDICATED EARLIER, Reliance Global Call IS NOT LIABLE FOR ANY TOLL CHARGES CUSTOMER OR AN AUTHORIZED USER MAY INCUR IN USING A LOCAL ACCESS NUMBER.

THE MAXIMUM LIABILITY OF Reliance Global Call TO CUSTOMER, AND THE EXCLUSIVE REMEDY AVAILABLE TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT FOR ANY AND ALL DAMAGES, INJURY, LOSSES ARISING FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION RELATED TO THE SERVICES, SHALL BE TO RECOVER THE PRORATED MONTHLY OR OTHER CHARGES ACTUALLY PAID BY CUSTOMER FOR THE SERVICES. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THE AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. CUSTOMER AGREES THAT OTHER PARTS OF THE AGREEMENT RELY UPON THE INCLUSION OF THIS PARAGRAPH.

THE LIMITATIONS SET FORTH IN THE PRECEDING TWO PARAGRAPHS ARE INDEPENDENT OF EACH OTHER AND, IN THE EVENT ANY LIMITATION OF DAMAGES OR LIMITATION OF REMEDY LISTED ABOVE IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE REMAINING LIMITATIONS WILL CONTINUE IN FULL FORCE AND EFFECT.

3. No Warranties. CUSTOMER ACKNOWLEDGES THAT THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "WITH ALL FAULTS" BASIS, AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. Reliance Global Call DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATIBILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY SERVICE, PRODUCTS OR MATERIAL PROVIDED PURSUANT TO THIS AGREEMENT. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR USE OF THE SERVICES. RELIANCE GLOBAL CALL ALSO MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. Reliance Global Call DOES NOT AUTHORIZE ANYONE, INCLUDING ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND CUSTOMER SHOULD NOT RELY ON ANY SUCH STATEMENT.

V. Dispute Resolution

1. Choice of Law. The Agreement and the rights and obligations of Customer and Reliance Global Call hereunder shall be governed by, and construed and enforced in accordance with, the internal laws of the state of New York, without regard to its conflicts of law principles.

2. Consent to Jurisdiction and Service of Process. Any and all disputes between Customer and Reliance Global Call that cannot be settled by mutual agreement shall be resolved solely and exclusively in any state or federal court in the State, County and City of New York, and by execution and delivery of the CAF, Customer irrevocably (i) accepts, generally and unconditionally, the exclusive jurisdiction and venue of the aforesaid courts; (ii) waives any objections thereto, including but not limited to on the basis of forum non convenience, and irrevocably agrees to be bound by any judgment rendered thereby in connection with the Agreement; (iii) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to Customer at the address provided in the CAF; (iv) agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over Customer in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and (v) agrees that the provisions of this Section V.2. relating to jurisdiction and venue shall be binding and enforceable to the fullest extent permissible under New York General Obligations Law Section 5-1402 or otherwise.

VI. Miscellaneous

1. Agents and Resellers. No agent or reseller is permitted to sell the Services, electronically or through phone cards, unless it has been expressly authorized by Reliance Global Call. If Customer is contacted by an agent, Customer shall contact Reliance Global Call to confirm if the agent has the proper authorization. Reliance Global Call cannot be held liable for any representation by a third party.

2. Access to Third-Party Vendors. Reliance Global Call may, from time to time, offer its customers the ability to purchase various products and services from third-party vendors by accessing those third-party vendors directly through the Website via click-throughs or hyperlinks. Reliance Global Call shall not be responsible for the contents of any linked site, the products/services offered through those sites, any link to other sites contained in a linked site, or any changes or updates to such sites. Reliance Global Call provides these links to Customer only as a convenience, and the inclusion of any link does not imply an endorsement, guarantee or warranty (either expressed or implied) by Reliance Global Call of the site or the products/services offered through that site. UNDER NO CIRCUMSTANCES SHALL Reliance Global Call BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO PRODUCTS, SERVICES AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTY VENDORS ACCESSED THROUGH THE WEBSITE OR BY ANY OTHER MEANS.

3. Acts Beyond Our Control. Except for Customer's obligation to pay for the Services, neither party to this Agreement is liable to the other for any delay, failure in performance, loss or damage due to causes beyond its reasonable control, including but not limited to acts of God, fire, strikes, explosions, power failure, earthquake, flood, water, labor disputes, terrorism, acts or omissions of carriers or suppliers, systems failure and acts of regulatory or governmental agencies (a "Force Majeure Event"). The Customer shall be liable to pay until the Force Majeure Event has taken place.

4. Consent to E-Mail Communications. Customer consents to the receipt of e-mails from Reliance Global Call and agrees that Reliance Global Call may satisfy its written notification requirements herein via e-mail. In addition to providing notifications hereunder via e-mail, Reliance Global Call may send e-mails to Customer and/or the Authorized Users about other products and services that it believes may be of interest to Customer. Customer may opt-out of any such future e-mails about products or services by contacting Reliance Global Call by Enterprise Contact Person either by e-mail at unsubscribe@relianceindiacall.com or by calling our Enterprise customer service center at 1-866-436-3358. Reliance Global Call reserves the right, however, to continue to e-mail Customer and/or the Authorized Users important information relating its Enterprise Account, this Agreement or the Services.

5. Amendments. Reliance Global Call may amend, revise or update these General Terms and/or the Service Guides from time to time by providing at least fifteen (15) days prior written notice to Customer. Unless otherwise provided in this Agreement, all such amendments, revisions or updates shall be effective immediately upon posting on the Website at any time following such 15-day notice period. Customer may request a copy of the revised General Terms and/or Service Guides during such period by sending an e-mail to Helpdesk@relianceglobalcall.com or by phone at 1-866-436-3358. CUSTOMER WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS, REVISIONS OR UPDATES IF IT CONTINUES TO USE ITS ENTERPRISE ACCOUNT AND/OR THE AUTHORIZED USERS CONTINUE TO USE THE SERVICES AFTER THE EXPIRATION OF THE NOTICE PERIOD.

6. Trademarks. All Enterprise names, service marks, logos, trade names, trademarks, websites and domain names of Reliance Global Call, including but not limited to "Reliance Communications International, Inc." and "Reliance Global Call" (collectively "Marks"), are and shall remain the exclusive property of Reliance Global Call, and nothing in this Agreement shall grant Customer a license to use such Marks without the prior written permission of Reliance Global Call.

7. Assignment. Reliance Global Call may assign in whole or in part its rights and duties under this Agreement to any party at any time upon prior notice to Customer. Upon such assignment, Reliance Global Call will have no further obligation or liability to Customer under this Agreement. Customer may assign the Agreement only with Reliance Global Call's prior written consent, which consent may be granted or withheld in its sole discretion. Subject to this restriction, this Agreement shall inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective parties.

8. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will continue in full force and effect, unless Reliance Global Call's rights hereunder are materially impaired, in which event Reliance Global Call reserves the right to terminate this Agreement.

9. Integration - Entire Agreement. This Agreement will supersede and replace all prior or contemporaneous understandings or agreements, written, electronic or oral, between Customer and Reliance Communications International Inc.,. No written or oral statement, advertisement or service description not expressly contained in the Agreement will be allowed to contradict, explain, modify or supplement it. Any amendments to the Agreement must be in writing and signed by the Enterprise Contact Person and by an authorized representative of Reliance Communications International Inc.,. Failure by Reliance Communications International Inc., to require strict
performance by Customer or any Authorized User of any of the provisions herein shall not waive or reduce Reliance Communications International Inc's right to thereafter require strict compliance with any provisions of this Agreement.

10. Waiver. Either party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

11. Compliance with Laws. Customer agrees to use the Services in a lawful manner that is consistent with the terms and conditions of this Agreement and all applicable federal, state and local laws and/or regulations. Notwithstanding any other provision contained in this Agreement, Reliance Global Call reserves the right to immediately, and without notice, terminate, or otherwise discontinue, the Enterprise Account and PINs assigned thereunder in the event Reliance Global Call determines that Customer or any Authorized User has violated any such term, condition, law and/or regulation.
In the event of an unavoidable conflict between the provisions of this CAF, the General Terms, the Special Terms and Conditions (if any), and the Service Guide(s), the following shall be the order of precedence for resolving any conflict:
a. The CAF
b. The Special Terms and Conditions, if any
c. The General Terms and Conditions
d. The Service Guide(s)

The parties acknowledge and represent that each has the power and authority to enter into this Agreement and that the signatories provided in the CAF have the authority to bind each party to this Agreement.

Those provisions which by its inherent nature would survive the termination of this Agreement shall be deemed to survive any termination of this Agreement.