This agreement ("Agreement") is between Vidtel, Inc. ("Vidtel") and an end user ("End User") of the Vidtel IP Voice and Video Communications Service. Any Vidtel services or products ("Services") provided by Vidtel to End User shall be governed by the terms and conditions herein. By purchasing or activating the Services, END USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between End User and Vidtel by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE in some cases; and (3) LIMITING Vidtel's LIABILITY UNDER THE AGREEMENT. End User acknowledges that he or she is of legal age to enter into this Agreement.

1. TERMS AND CONDITIONS. The terms and conditions stated herein are complete and exhaustive. No waiver or amendment to this contract or these terms and conditions shall be binding on Vidtel unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of Vidtel.

2. TERM. The term of this Agreement ("Term") begins on the date that End User purchases Services and continues for the duration of the service period as defined by the service plan that is selected by End User ("Plan").

3. EQUIPMENT. To provide the Services, Vidtel may sell, lease or provide a videophone or other customer premises equipment (“Equipment”) to End User. Alternatively, End User may already own Equipment that has been certified by Vidtel for interconnection with the Vidtel Service, or End User may purchase such Equipment from a third party. Further, End Users may license from Vidtel (or a vendor approved by Vidtel) certain software designed to run on a personal computer or mobile device, which software enables access to the Vidtel Service from such personal computer or mobile device (a “Softphone”).

3.1 DEFECTIVE EQUIPMENT. All Equipment provided from Vidtel includes the benefits of the manufacturer's warranty from the date of End User’s purchase of Equipment or Services for the period provided by the manufacturer, which varies from time to time. End User shall be required to obtain authorization from Vidtel prior to return any Equipment. Vidtel will provide replacement Equipment at its expense only if the Equipment is deemed to be defective and covered under the warranty. Vidtel will not cover replacement for lost, stolen or modified equipment. Equipment returned by End User that is not covered under warranty may be refused by Vidtel.

End Users who purchased Equipment or Softphone from a third party should consult such third party regarding any returns policy.

3.2 NON-DEFECTIVE EQUIPMENT; RETURNS. Some Vidtel Plans include a “Risk Free” offer of Equipment or Services. In such cases, the Plan specifies the period following End User’s initial purchase of Equipment or Services during which he or she may return Equipment to Vidtel for a full or partial refund. No Equipment may be returned by End User for any reason without prior approval of Vidtel. In order to obtain an appropriate refund, End User must immediately obtain a return material authorization number from Vidtel, return to Vidtel any Equipment provided hereunder, undamaged and in good working condition, in its original packaging and with its original content.

The amount of the refund and the length of the period during which the “Risk Free” offer applies is specified in the Plan or the advertising for the Plan. Vidtel may, from time to time, allow working equipment to be returned without the original packaging, in which case the amount of any refund may be reduced by the reasonable cost of replacement packaging.

4. BILLING, CHARGES AND PAYMENT.

4.1. PAYMENT. Upon purchase of the Service or any Equipment, End User must provide Vidtel with a valid credit card number from an issuer that is accepted by Vidtel. End User authorizes Vidtel to charge the credit card number provided by End User ("Credit Card") for the cost of the Equipment or any charges arising from End User's use of the Services. End User agrees to notify Vidtel of any change to the credit card information including, but not limited to, changes in account number, expiration date or billing address. Vidtel shall not be responsible for any charges made by the Credit Card issuer to End User's Credit Card account for exceeding credit limit, insufficient funds or other reasons.

4.2. CREDIT TERMS. All Equipment or Services provided to End User and covered by the Agreement shall at all times be subject to credit approval or review by Vidtel. End User will provide such credit information or assurance as is requested by Vidtel at any time. Vidtel, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

4.3. BILLING. Vidtel will provide End User with a monthly on-line billing statement for the Services and bill all charges invoiced to End User's account to the Credit Card. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, regulatory recovery fees, taxes and any other applicable charges. Monthly service fees are paid in advance of each month's service; toll charges and any other applicable charges are billed subsequent to the end of each month's service. Vidtel reserves the right to immediately charge the Credit Card for cumulative charges due, if at any time End User's chargeable toll minutes for the current month exceed ten dollars ($10.00). Billing for monthly service fees commences upon purchase of the Services, and the first month's monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated.

4.4. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment or declined Credit Card charges, Vidtel may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the lesser of 1.5% per month or the maximum allowed by law accrued from the date of invoice until payment in full is received by Vidtel. If charges cannot be processed to the Credit Card and the End User’s account is suspended, End User will be charged a fee of ten dollars ($10.00) to re-activate the account. No suspension or termination of the Services or of this Agreement shall relieve End User from paying any amounts due hereunder.

4.5. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar fees or taxes. All such taxes shall be paid by End User and will be added to any amounts otherwise charged to End User unless End User provides Vidtel with an appropriate exemption certificate. If any amounts paid for the Services by End User are refunded by Vidtel, applicable taxes may not be refundable.

4.6. REGULATORY RECOVERY FEE. A Regulatory Recovery Fee as specified in the Plan will be charged monthly to offset costs incurred by Vidtel in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. Vidtel may, at its option, use the Regulatory Recovery Fee to pay any of the charges listed in section 4.5 above rather than charge End User for same. The Regulatory Recovery Fee will apply to every phone number assigned, including toll free and virtual numbers.

4.7. TRIAL PERIOD. Some Plans include a thirty (30) day trial period ("Trial Period") offered to new End Users for their first Vidtel account. The Trial Period commences upon the purchase of Services by End User on the Vidtel web site. If End User is not satisfied with the Services during the Trial Period, End User may obtain a refund of the Equipment cost (less a 20% restocking fee), activation fee, and monthly service fee. Applicable taxes will be refunded to the extent allowed by law. Shipping charges will not be refunded. To obtain a refund, End User must: a) Notify Vidtel within thirty (30) days of purchase of the Services and obtain a return material authorization number from Vidtel for any Equipment purchased from Vidtel and, b) Return such Equipment to Vidtel within seven (7) days of cancellation of the Services in its original, unaltered condition with all packaging intact. The Trial Period refund shall not apply to End Users that have trial period usage in excess of three hundred (300) minutes, and the Trial Period shall expire when End User exceeds three hundred minutes of usage.

4.8. CREDITS. End User acknowledges and agrees that the Services are provided "as is, where is." Credit allowances for interruption of the Services shall not be provided.

4.9. DISCOUNTS. From time to time in its sole discretion, Vidtel may offer promotions or discounts. Any promotion or discount codes must be applied by End User at the time purchase of the Services. End User shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.

4.10. BILLING DISPUTES. End User must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by Vidtel or End User waives any objection and further recourse. Written statements disputing charges must be sent to:

Billing Department
Vidtel, Inc.
825 E. Middlefield Road
Mountain View, CA 94043

-or- This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

4.11. PREPAID SERVICES. Some Plans may allow or invite End Users to prepay basic monthly service charges in consideration of a discount. End User will be responsible for any additional charges (such charges shall include activation fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charges) for services or usage not covered by the prepaid portion of the Plan. If End User terminates the Service prior to the end of the prepaid period, there is no refund. At the conclusion of the prepaid period, the Service will automatically renew for another prepaid period, unless End User chooses to switch to an alternate pricing plan or cancel service prior to the end of any prepaid period or within thirty (30) days thereafter.

4.12 DISCONNECT FEES. Some Plans provide for a disconnect fee to be charged at the time of termination of Service. Unless otherwise specified in the Plan, a disconnect fee will either be generally applicable to the termination of service or will be a higher amount for “early termination” during a certain period of time, e.g., two (2) years following activation of service.

5. 911 EMERGENCY CALLS.

5.1. 911-TYPE SERVICES DEFINED. “911-type Services” means functionality that allows end-users to contact emergency services, including, without limitation, police, and fire and hospital medical services. 911-type Services may include Enhanced 911-type Service (“E911”), which has the ability to selectively route an emergency call to the primary 911 provider so that it reaches the correct emergency service located closest to the subscriber location and to transmit the identification of the subscriber location and telephone number (subject to the obligations to provide and maintain the subscriber location information). Enhanced 911-type Service is not immediately available in all areas, and is subject to the capabilities of the local PSAP.

5.2. 911-TYPE SERVICES NOT AUTOMATIC. Most Vidtel service plans support 911-type Services utilizing the 911 infrastructure to complete calls to an emergency service dispatcher, in those rate centers where such service is available and you have chosen to activate it. You acknowledge and understand that 911-type dialing is NOT automatic, that you must take affirmative steps with Vidtel, in writing, to effectuate such 911-type Services for each of your end-users and that such 911-type Services are different in a number of important ways from traditional 911 service, as set forth below.

5.3. LOCATION INFORMATION. You acknowledge and understand that subject to the limitations set forth below, every end-user must provide an end-user location for each telephone number (in the form of a valid street address) and you are responsible for correctly and timely maintaining and updating such location information in the manner we prescribe. You acknowledge and understand that 911-type Services will not be available to a particular end-user in the event of the assignment of a telephone number to a location outside of the geographic rate center associated with such telephone number; or the relocation of the calling device to which a telephone number has been assigned to a location away from the registered end-user location associated with such telephone number; or you fail to maintain and/or update end-user location information as required to enable that information to be registered in the local telephone company’s Automatic Location Information database.

5.4. NO SOFTPHONES OR VIRTUAL NUMBERS. You acknowledge and understand that Vidtel’s 911-type Services are not available on SoftPhones or Virtual numbers.

5.5. POWER OUTAGE. You acknowledge and understand that 911-type Services will not be available to a particular end-user in the event of an outage, degradation or other disruption of electric power at the end-user location.

5.6. BROADBAND OUTAGE. You acknowledge and understand that 911-type Services will not be available to a particular end-user in the event of an outage, degradation or other disruption of the end-user broadband Internet connection.

5.7. ACCOUNT SUSPENDED. You acknowledge and understand that 911-type Services will not be available to a particular end-user in the event of a suspension of your account as a result of nonpayment or other breaches by you.

5.8. OTHER 911 LIMITATIONS. You acknowledge and understand that 911-type Services will not be available in rate centers where these services are not available or if it is available and you have not chosen to activate it. You acknowledge and understand that: a call placed to 911 using Vidtel’s network in these areas or if you have chosen not to activate it will attempt to complete, but it will not utilize the 911 infrastructure to selectively route calls to the primary 911 provider; the 911 call may or may not complete and if it does complete, it may complete to a 911 dispatcher or to a general or administrative line; and such administrator may or may not be specifically designated to receive the incoming 911 call and there may be a greater possibility that the general or administration line may produce a busy signal or will take longer to answer or not be answered at all; the 911 call may be completed to a 911 dispatcher (or to a general or administrative line) in a different geographic location than the caller’s location; the caller’s location information will not be displayed; and the callback number may or may not be displayed. The caller needs to communicate their location and phone number to the individual answering the call. You acknowledge and understand all of the limitations and obligations set forth above.

6. TOLL CHARGES. Every call to or from Equipment or Softphones using the Services that originate or terminate in the Public Switched Telephone Network ("PSTN"), including other VoIP or video calling networks, is subject to the then applicable toll charges that are associated with the Plan. Calls to a phone number outside the United States and Canada to a non-Vidtel phone number will be charged at the current rates published on the Vidtel web site. The duration of each call is to be calculated in one minute increments and rounded up to the nearest one minute increment for any fraction of minutes used. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent. When End User dials an International PSTN phone number, charges may apply regardless of whether the party on the other line answers the call. Calls made by an End User to an International mobile, rather than landline, or information services or premium rate telephone number may result in higher toll charges. The toll charges in effect from time to time are listed on the Vidtel.com website.

6A. TELEPHONE NUMBER. Any telephone number provided by Vidtel ("Number") to the End User shall be leased and not sold. End User is not to use the Number with any other device other than Vidtel-approved Equipment or Softphone, without the express written permission of Vidtel. Vidtel reserves the right to change, cancel or move the Number at its sole discretion.

7. LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT. End User shall not modify the Equipment or Softphone in any way without the express written permission of Vidtel. Except as otherwise provided for hereunder, End User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. End User shall immediately notify Vidtel of any lost or stolen Equipment or Softphone and shall cooperate with Vidtel in all reasonable aspects to eliminate actual or potential unauthorized use of the Equipment or Softphone. At Vidtel's sole option, failure to report lost or stolen equipment in a timely manner will cause End User to be responsible for all usage and other service fees accrued until the time that Vidtel is informed of the loss or theft and can effect a termination of the Services.

8. PROHIBITED USES. Any use of the Services or any other action that causes a disruption in the network integrity of Vidtel or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services at the sole discretion of Vidtel. End User understands that neither Vidtel nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services.

End User agrees that it will NOT use the Services in ways that violate laws (including but not limited to laws prohibiting transmission of unsolicited fax advertisements), infringe the rights of others, or interfere with the users, services, or equipment of the network. End User shall not transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. End Users further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.

9. PERSONAL USE. Vidtel's Service Plans for residential End Users that offer unlimited minutes of PSTN calls ("Unlimited PSTN Plans") are for the reasonable personal use of End User only. This means that End User is not to resell or transfer the Service or Equipment to any other person for any purpose, without express written permission from Vidtel in advance. End Users shall not use the Services for commercial or governmental purposes, or for profit or non-profit activities, including, but not limited to, home office, business, sales, tele-commuting, call center, autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing, junk faxing, fax spamming, calling/faxing any person (through the use of distribution lists or otherwise) who has not given specific permission to be included in such a process or any other activity that would be inconsistent with personal or residential usage.

End User agrees to notify Vidtel immediately if usage of the Unlimited PSTN Plans changes from personal residential to business use and to subscribe to a business-oriented Plan. Vidtel reserves the right to immediately terminate or modify the Services of any End User using Unlimited PSTN Plans if Vidtel determines, in its sole discretion, that End User is not using the Unlimited PSTN Plans for End User's reasonable personal or residential use.

10. INTERNATIONAL USE. Unlimited PSTN Plans are only for the personal use of individuals whose primary residence and place of operation of the Service is the United States or Canada. Any use found to be inconsistent with this location restriction will result in the plan being automatically changed to an International User plan, if available, or termination of the Service at the sole discretion of Vidtel. Vidtel reserves the right to immediately terminate or modify the Services of any End User using Unlimited PSTN Plans if Vidtel determines, in its sole discretion, that End User is using the Unlimited PSTN Plans outside of the United States or Canada. If the Service is used outside of the United States or Canada at any point as determined solely by Vidtel, then Vidtel reserves the right at its sole discretion to immediately move the End User's account and any other accounts of that same End User to the International user plan retroactive to the billing period that the first unit was used outside the United States or Canada.

11. COMMERCIAL USE. End User agrees that the use of the Service and/or Equipment for activities other than reasonable personal residential use will obligate End User to pay Vidtel's higher rates for business services for all periods of such use, including past periods, in which End User used the Service for commercial or governmental purposes. If End User subscribes to a Vidtel business plan ("Business Plans"), the Service and Equipment are provided to End User as a small business user. This means that End User is not to resell or transfer the service or Equipment to any other person for any purpose, without express written permission from Vidtel in advance. End User agrees that Vidtel Business Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, call center, telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting. Vidtel reserves the right to immediately terminate or modify the Service, if Vidtel determines, in its sole discretion, that End User's Business Plans' Service is being used for any of the aforementioned activities.

12. CHANGES TO THE AGREEMENT, SERVICES OR PLAN. Vidtel reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan (a "Change of Service"). In the event of a Change of Service, Vidtel will post to the Web Site currently located at http://www.vidtel.com/terms/.

Notice will be considered received by End Users and such changes will become binding to End Users, on the date the changes are posted to the Web Site ("Change Date"), and no additional notice will be required. If End User does not send Vidtel notification of their desire to terminate this agreement or uses the Service after the Change Date, End User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End User does not consent to the change of service and terminates this agreement, End User will be responsible for any sums due hereunder. End User may request a Plan change at anytime, subject to any applicable change of service fee and additional terms and conditions.

13. TERMINATION. End User may prospectively terminate its subscription to any Plan at any time. End User shall be responsible for all usage (toll) charges incurred to the date of termination and the full monthly service fee for the month during which the notice of termination of service is provided to Vidtel. In accordance with section 4.12, Disconnection Fees may apply. Vidtel reserves the right, at its sole discretion, to suspend, terminate or change the Services without advance notice for any reason, including without limitation, misuse of the Services in any way, End User's breach of this Agreement, End User's failure to pay any sum due hereunder, suspected fraud or other activity by End User that adversely affects the Services, Vidtel, Vidtel's network or other End Users' use of the Services. Vidtel reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End User agrees that Vidtel's determination is final and binding on End User. Vidtel may require an activation fee to change or resume a terminated or suspended account.

14. PRIVACY. Vidtel utilizes the public Internet and third party networks to provide voice and video communication services. Accordingly, Vidtel cannot guarantee the security of voice and video communications of End User. Vidtel is committed to respecting an End User's privacy. Once End User chooses to provide personally identifiable information, it will only be used in the context of the End User's relationship with Vidtel. Vidtel will not sell, rent, give or lease End Users' personally identifiable information to others. Unless required by law or subpoena or if End User's prior permission is obtained, Vidtel will only share the personal data End User provides with other Vidtel entities and/or business partners that are acting on Vidtel's behalf to complete the activities described herein. Such Vidtel entities and/or national or international business partners are governed by Vidtel's privacy policies with respect to the use of this data.

Vidtel is required to file numerous reports with different administrative bodies. As such, Vidtel may provide aggregate statistics about customers, sales and traffic patterns. None of these reports or statistics will include personally identifiable information. However, Vidtel reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either Vidtel, any other End User or any company affiliated with Vidtel. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Vidtel may disclose personally identifiable information.

15. TECHNICAL SUPPORT. Vidtel provides technical support to End Users via telephone and e-mail for the Services and the Equipment or Softphone provided hereunder. Support for other applications and uses is not provided or implied.

16. BREACH. In the event of End User's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse Vidtel for all attorney, court, collection and other costs incurred by Vidtel in the enforcement of Vidtel's rights hereunder and Vidtel may keep any deposits or other payments made by End User.

17. INDEMNIFICATION. End User agrees to defend, indemnify and hold Vidtel, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.

18. DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL VIDTEL OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF LIFE, INJURY, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF VIDTELOR ITS VENDORS OR OTHERWISE.

19. WARRANTY AND LIABILITY LIMITATIONS. VIDTEL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER VIDTEL NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO VIDTEL’S OR END USER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF END USER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF VIDTEL'S OR ITS VENDORS' NEGLIGENCE. ANY CLAIM AGAINST VIDTEL MUST BE MADE WITHIN 90 DAYS OF THE EVENT OF THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER AND VIDTEL HAS NO LIABILITY THEREAFTER. VIDTEL'S LIABILITY IS LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND. VIDTEL MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR. ALL WARRANTIES COVER ONLY DEFECTS ARISING UNDER NORMAL USE AND DO NOT INCLUDE MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN VIDTEL. IN NO EVENT SHALL VIDTEL’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY END USER TO VIDTEL IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.

20. EXPORT COMPLIANCE. End User agrees to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Services. End User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.

21. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE. Upon expiration, cancellation or termination of the Services, End User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End User by Vidtel or its vendors.

22. SOFTWARE COPYRIGHT. Any software used by Vidtel to provide the Services and any software provided to End User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End User may not copy the software or any portion of it.

23. SURVIVAL. The provisions of section 3, 14, 15, 16, 17, 18, 19, 24 and 26 shall survive any termination of the Agreement.

24. NOTICES. Vidtel communicates with End Users primarily via email. Notices to End User shall be sent to the email address specified by End User at the time of registration for the Services or as subsequently specified by End User ("Email Address"). End User is responsible for notifying Vidtel of any Email Address changes. End User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that End User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.

25. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Vidtel shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, terrorist attack, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Vidtel as may occur in spite of Vidtel's best efforts.

26. GOVERNING LAW / RESOLUTION OF DISPUTES.

26.1. MANDATORY ARBITRATION. PLEASE READ THIS PROVISION CAREFULLY. IT MEANS THAT, EXCEPT AS NOTED BELOW, END USER AND VIDTEL WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO END USER, INCLUDING ANY BILLING DISPUTES (“CLAIM”). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). This agreement to arbitrate also requires End User to arbitrate claims against other parties relating to Services or Products provided or billed to End User if Claims are asserted against Vidtel in the same proceeding. ARBITRATION WILL BE CONDUCTED UNDER THE AAA’S PUBLISHED COMMERCIAL ARBITRATION RULES AND SUPPLEMENTAL PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARE AVAILABLE BY CALLING THE AAA AT 800-778-7879 OR VISITING ITS WEB SITE AT www.adr.org. The AAA has a fee schedule for arbitrations. End User will pay the published share of the arbitrator’s fees and administrative expenses (“Fees and Expenses”) except that: (a) for Claims less than $20, Vidtel will pay all Fees and Expenses; and (b) for Claims between $25 and $1,000, End User will pay only $20 in Fees and Expenses, or any lesser amount as provided under AAA’s Supplemental Procedures for Consumer-Related Disputes. End User and Vidtel agree to bear their own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The AAA Supplemental Procedures for Consumer-Related Disputes provide that unless a hearing is requested, disputes will be resolved based on written submissions and no personal appearance is required. If End User requests an arbitration hearing, that hearing will take place either telephonically or in San Jose, California. As a limited exception to the agreement to arbitrate, End User and Vidtel agree that: (a) End User may file Claims in small claims court in Santa Clara County (San Jose), California, if the Claims qualify for hearing by such court; (b) if End User fails to timely pay amounts due, Vidtel may assign the account for collection, and the collection agency may pursue in court claims limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement; and (c) any Claim filed as a class action is not subject to arbitration but instead must be filed in the California Superior Court, County of Santa Clara (San Jose) or in the United States District Court for the Northern District of California.

26.2. PREFILING NOTICE OF CLAIM. BEFORE INSTITUTING ARBITRATION OR SUIT, END USER AGREES TO PROVIDE VIDTEL WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO VIDTEL AT THE ADDRESS BELOW. IF VIDTEL IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN END USER OR VIDTEL MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 28.1. All claim notices should be sent to:

Director of Customer Operations
Vidtel, Inc.
440 N. Wolfe Rd.

Sunnyvale, CA 94085

or This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

26.3. GOVERNING LAW. The Agreement and the relationship between End User and Vidtel shall be governed by the laws of the State of California without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 26.1, End User and Vidtel agree to submit to the personal and exclusive jurisdiction of the courts within the state of California, to the extent possible in Santa Clara County, and waive any objection as to venue or inconvenient forum. The failure of Vidtel to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. End User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

27. ENTIRE AGREEMENT. The terms and conditions of this Agreement, along with the rates posted to the web site currently located at http://www.vidtel.com, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of Vidtel and End User.

Revised 1/28/09 Ver 1.5