Service Agreement

1. PRICE AND FEES: Monthly, no later than ten days after the delivery of billing invoices, Client shall pay the prices for ITS services in the amount and at the rates that ITS has filed, and may file from time-to-time, with the Public Utilities Commission (PUC). Changes to such prices, fees and rates made by ITS in accordance with the regulations and procedures of the PUC shall be effective when billed to Client, without any notice to Client other than as required by the PUC. In addition, Client will be charged for each call made at a price based on call duration and applicable mileage. All appropriate sales, excises and other taxes and surcharges required by law, state and federal regulations will also apply.

2. PAYMENT: Payment is due and payable in full on the date indicated on the Client’s invoice from ITS. Each individual signing this Agreement on behalf of a corporation, limited partnership, limited liability company or other entity agrees that he or she is personally liable for all amounts owed to ITS hereunder. In making this application, the Client Authorized Agent/Owner/Officer hereby agrees and guarantees that all amounts will be paid within 25 days after the invoice date. After such period, Client will be charged a LATE FEE of $25.00 and a FINANCE CHARGE on all delinquent amounts owed to ITS. The FINANCE CHARGE is computed by applying the monthly periodic rate (as hereinafter defined) to all outstanding delinquent balances. The monthly PERIODIC RATE is equal to 1.5%, which is equivalent to an ANNUAL PERCENTAGE RATE of 18%. In the event of a service interruption due to non-payment, a reconnection fee of $100.00 per line plus any related charges associated with any special features or programming will be assessed and due prior to the reestablishment of service. Continued service by ITS shall be subject to the approval of the ITS credit department and, if Client’s financial responsibility or condition reasonably appears to warrant other action, ITS may decline to provide any further service, or may require payments in advance, deposits or other guarantees to satisfy ITS that invoices will be paid when due. ITS may suspend service to the Client at any time for non-payment. ITS will charge a $30.00 fee for any returned check.

3. ADDITIONAL TELEPHONE CHARGES: The Client may incur additional charges from any other operating company that may be related or unrelated to the services provided by ITS. ITS is not responsible for any contracts or fees that client may have with any other carrier or service provider.

4. FORCE MAJEURE: ITS shall not be liable to client for any loss, cost, or damages for any inadequacy, stoppage, interruption or discontinuance of service to Client, or any failure by ITS to perform in accordance with the terms of this Agreement, caused by factors beyond the reasonable control of ITS, which includes, without limitation, failures and defects in telephone lines, cables, junctions or other hardware and equipment, acts of God, strikes, lockouts, or other industrial disturbances, wars, whether declared or undeclared, insurrections, riots, governmental action, explosions, fire, floods, or earthquakes. Notwithstanding the occurrence of any such event, Client shall continue to pay and remain responsible for ITS fees and services. However, ITS may, at is sole discretion, (a) cancel this Agreement; or (b) modify its service as ITS deems reasonable or necessary.

5. CLIENT NUMBERS: Once ITS issues billing account numbers to the Client, payment for all calls billed to that billing account number or phone number are the sole responsibility of Client. Use of the Travel Card constitutes acceptance of all terms and conditions set forth herein.

6. LOST OR STOLEN TRAVEL CARD NOTIFICATION: The Client is responsible for all calls made with Client’s Travel Card. If a Travel Card is lost or stolen, the Client is responsible for notifying ITS Client Services immediately at 1-800-876-4ITS (4487). The lost or stolen Travel Card Number will be deactivated by ITS as a protection against unauthorized usage and ITS will, at such time, issue the Client a new Travel Card.

7. INTERPRETATION: This Agreement, subject to applicable tariffs, contains all terms, covenants, conditions, and agreements between the parties hereto relating to the subject matter of this Agreement and no prior agreement, understanding or representation, either oral or written pertaining to the same, shall be valid or of any force or effect. The language in all parts of this Agreement shall be construed according to its fair meaning and not strictly for or against any of the parties hereto, irrespective of who wrote the same.

8. ATTORNEY’S FEE: If any legal action arises under or with respect to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses, including attorney’s fees, incurred in enforcing this Agreement (including any appeals).

9. LOCATION OF LEGAL PROCEEDINGS: Should a Client terminate this Agreement, such termination shall not affect the liability of the Client’s accounts and amounts then owing from Client. All legal proceedings will take place in the City of Simi Valley, Ventura County, California.

10. ASSIGNMENT: This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. Client may not assign its rights or interests under this Agreement without ITS’ express prior written consent and any attempted assignment without such consent shall be null and void ab initio. Furthermore, in the event of an approved assignment change, both parties shall accept responsibility for payment of services and the respective accounting there of.

11. DISCLAIMER: Except as otherwise stated herein, ITS makes no warranty, express or implied, with respect to the provision by it of long distance service hereunder, and disclaims any express or implied warranty of merchantability or fitness for a particular purpose with respect to such services. Further, in no event shall ITS be liable for, and ITS expressly disclaims any liability for actual profits, which client (or any of Client’s clients) may suffer as a result of ITS provisioning of, or failure to provide services, or the use or non-use of such services by the client. ITS expressly disclaims any representation or warranty regarding any percentage of savings regarding the use of any services provided by ITS.

12. TOLL FREE SERVICE DISCLAIMER: Because a toll free number is generally available to the public, ITS is not responsible for misdialed numbers or incorrect advertising of our Client’s toll free number by other persons or companies, and credit will not be given for these reasons.

13. 911 DISCLAIMER: Client understands that the physical location in local telephone company records may reflect the street address of the local company’s switch serving Client rather than Client’s street address and may reflect the ITS name rather than the Client’s name. Client agrees to so inform it’s employees and others using services obtained on Client’s behalf by ITS and to train such persons to state the Client’s street address clearly when placing a call to 911 or other emergency service. Client hereby accepts full responsibility in such situations and agrees to identify and hold ITS harmless in the event that a caller to 911 or other emergency service from Client’s premises fails to state name and Client’s street address.

14. IN CASE OF ERROR OR INQUIRIES ABOUT YOUR BILL: The Federal Truth Lending Act (“ACT”) requires us to correct billing mistakes promptly.

15. IN CASE OF ERROR OR INQUIRIES ABOUT YOUR BILL:

    A. If you think there is a mistake on your invoice, or if you need more information, simply follow the instructions below. On a separate         sheet of paper, write the following:
    (1) Your name and account number
    (2) The dollar amount of the suspected error
    (3) A description and explanation of the error (to the extent you can explain why you believe it is an error). If you need more information,          explain the item you would like to know more about.
    (4) Any other information that you think will help us to identify the reason for your complaint or inquiry.
    (5) Send your billing inquiry to:

        ITS – Integrated Telemanagement Services, Inc.
        Client Services Department
        4100 Guardian Street, Suite 110
        Simi Valley, CA 93063

    NOTE: Be sure to mail it in time to reach us within 60 days after the invoice was mailed to you.

B. We must acknowledge all letters, which point out possible errors within 30 days of receipt unless we are able to correct your invoice during those 30 days. Within 60 days after receiving your letter, we must either correct the error or explain why we believe the invoice is correct. Once we have explained the invoice, we have no further obligation to you even though you may still believe that there is an error, except as provided in paragraph D. If you notify us according to paragraph A, the following actions cannot be taken unless and until we have either corrected the error or sent you a written explanation of why we believe your invoice to be correct.

    (1) Neither we nor an attorney nor a collection agency may send you collection letters or take other collection action with respect to the          amount in dispute.

    (2) You cannot be threatened with damage to your credit rating or sued for the amount in question, nor can the disputed amount be          reported to a credit bureau or other creditors as delinquent.

    (3) HOWEVER, YOU REMAIN OBLIGATED TO PAY THE PORTION OF YOUR INVOICE NOT IN DISPUTE, AND WE CAN CONTINUE TO SEND YOU          PERIODIC BILLS.

C. If it is determined that we have made a mistake in your billing, you will not have to pay any finance charges on any disputed amount. If it is determined that we did not make a mistake in billing the disputed amount, you will be given the time to pay which you normally are given to pay undisputed amounts before any additional finance charges on the disputed amount can be charged to you.

D. If our explanation does not satisfy you and you notify us in writing within 10 days after you receive our explanation that you still refuse to pay the disputed amount, we may report to credit bureaus and other creditors, and may pursue regular collection procedures including a lawsuit. But we must also report that you think you do not owe the money, and we must let you know to whom such reports were made. If we settle the dispute with you, it is your responsibility to notify those to whom we reported you as delinquent that there was a later resolution of the dispute

E. If we do not follow these procedures, we are not allowed to collect the first $50.00 of the disputed amount, even if the invoice turns out to be correct.

16. CREDITS: A credit equivalent to the actual charge for the call up to three minutes in length will be applied for a wrong number if the calling party requests the credit immediately by calling the ITS Client Services Department.

17. TERM AGREEMENT DEFINITIONS: Clients terminating this agreement at anytime prior to the Term period will pay early termination fees. All current and prior usage billed will be recalculated at the month-to-month rate for each of the remaining months on the contract. Per line or circuit fees will also be calculated at 100% of the monthly rate multiplied by the remaining months on the contract. In addition, any install charges that were originally waived because of the term period will be charged on the next invoice. Client is subject to early termination fees if usage falls below 75% of the original commitment amount as defined on the first full month invoice generated from this agreement. Any outstanding debt must be paid prior to release of services provided by ITS.

This Agreement will be renewed for a like Term unless terminated in writing by either party 30 days prior to the conclusion of the agreed upon Term. All other provisions of this Agreement remain in effect until the date telecommunication services are disconnected. Clients will continue to be able to utilize telecommunications services, and will be liable for all charges. The effective date of this Term Agreement is established the day of installation by ITS.

18. SATISFACTION GUARANTEE OF QUALITY AND VALUE: If you are not completely satisfied with your ITS service and notify us in writing within 30 days of the signed date of this Agreement, ITS will credit the cost of switching you back to your previous carrier, up to $5 per line (up to 5 lines). This is our Satisfaction Guarantee. Client shall have no other right of cancellation or early termination,

19. GOVERNING LAW: The laws of the State of California shall govern this Agreement without reference to conflicts of law principles. This Agreement sets forth

the entire agreement and understanding of the parties relating to the subject matter covered. No modification shall be effective unless in writing and signed by both parties.

20. PRIVACY POLICY: ITS will not offer your customer information to third parties. We keep all your call records confidential. Any information we collect is for our own internal purposes. ITS is bound by the rules and regulations of the California Public Utilities Commission (CPUC) that states we cannot divulge customer information to anyone without your permission. We stress the importance of your privacy with our employees. We limit access to your information to those who need it to do their jobs, and we maintain careful security procedures, to help guard against unauthorized access to your corporate information. Information we are referring to includes: your business name, customer name, address, email address, telephone number, information from our web site usage, either online or on applications and other forms; information about your transactions with us, our affiliates and others such as your account number, payment history; call records, or phone history information. This explanation of our privacy policies replaces any previous statement of our policies. You must be 18 years of age to order product and services from ITS. If there are any changes we will notify our clients as required by law.