Terms

Terms of Service

These articles given herein below govern the terms under which Mpingi, Inc., (variously referred hereinafter as 'Mpingi', 'us' or 'we') provides various communication services ( hereinafter referred to as 'Service), (including Mpingi-ATA, Mpingi-Softphone and or any other device or service or software made available to you under these terms to be used in conjunction the said services herein after referred to as 'Device' or 'Equipment') to you the customer (variously referred hereinafter as "you", "user" or "customer") .

1. Agreement. These terms and conditions constitute the entire agreement between you and us.

2. Retail Customer: You will be deemed a Retail Customer if you have bought the Service from any retail stores, agent or dealer duly appointed by us in this regard.

3. You do hereby warrant and represent by using the service or activating the service, that: a. You are of legal age b. You are legally capable of entering in to agreements such as this c. You have fully read the terms and conditions of this agreement

4. 911 - Emergency Services

      a. Most customers will have access to either basic 911 or enhanced 911 (E911) service.

      b. E911 service will automatically forward your phone number, registered address to your assigned local emergency response center and operators have access to information they need to send you help and call you back       if they deem such callback necessary.

      c. Certain Emergency Response Centers may not be equipped to receive your registered address, if your Emergency Response Center falls in to this category which means that the local Emergency Response Center       Operator will not have either i) Your phone number or ii) Your exact location Therefore, you must be ready to provide the Operator with your phone number and your exact location immediately on connecting with the Operator,       the Operator will not be able to either call you back or dispatch help to you are unable to speak or the call is dropped or disconnected

      d. As more and more Emergency Response Centers acquire the capability to receive the telephone number and your exact location, the customers will be automatically upgraded to E911 or 911 Service no notice of this       upgrade will be given to you.

      e. You may not have access to either 911 or E911 service. Such customers' calls when they dial 911 will be automatically be routed to Mpingi National Emergency Response Call Center, where trained agents will ask you for       your name, phone number, exact location and then contact your local emergency response center to send you help.

      f. 911 calls are routed to Mpingi National Emergency Response center under a wide variety of possibilities that include

: i. You may be calling from outside the US.

ii. Your address may not have been validated due to any reason.

iii. You may be using a portable version of mpingi (including mpingi mobile or mpingi softphone) under which circumstance your location may not be identified with certainty.

iv. You hereby agree to let us disclose such pertinent information as may be required by third parties connected with or involved with or providing 911 dialing service to you including, without limitation, Local Emergency Response Centers, Mpingi National Emergency Response Center, Call Centers, Call Forwarders.

v. You are hereby required to advise all users of your mpingi phone of the above provisions, limitations and differences in dialing 911 using mpingi phones. We advise you to stick the 911 warning sticker that is provided to you along with the mpingi ATA or device prominently on the Equipment...

vi. It is required that you provide exact physical location of each phone number you use for the service. Please go to our website www.mpingi.com and enter or update the physical location when setting up the service or when you change your location. This is very important to ensure that help you require and desire does not go to your earlier physical location when you call for help.

      vii. 911 dialing will be available to you only after you:

      1. Register for 911 on our website and provide your physical location.

      2. Receive an email from us confirming that your 911 service has been activated for your phone number. viii. 911 Service Interruptions.

Your 911 service may be interrupted due to any of the following reasons:

      1. Power Failure: Your mpingi equipment requires power to operate. Therefore in the event of a power failure at your premises you will not be able to make any calls including 911 calls until such time as the power is       restored. You may need to reset or reconfigure the Device upon power restoration before you can make calls including 911 calls.
      2. Internet Failure: Your mpingi service requires a broadband internet connection to function. You will not be able to utilize the service if your internet connection fails due to any reason including suspension of service by your       internet service provider. In such an event you will not be able to utilize the 911 service.
      3. Interference or Blocking by your Internet Service Provider: or Hacking or Interference by Third Parties. Your ISP or any other third party may block ports used by the service or otherwise block or impede the provision of       service by us. In such an event you will not be able to utilize the service including calling 911, until such time as such interference blocking or impediment is removed. In such an event you may please send a complaint to us       and our trained agents will try and work with you to resolve the issue and attempt to restore service. You agree not to hold mpingi responsible for such interference or impediments. You will continue to be responsible to pay       the services to mpingi during such periods.
      4. Registration Failure: For 911 to function correctly you must register at our website for the first time and provide all the information required therein and for every number change, addition, deletion or ported you must update       your registration details. Failure to do so will cause your 911 to not function properly.
      5. Network Faults: As the mpingi service functions over the internet, any faults in the internet including but not limited to network congestion, delays, and packet or data loss may result in your 911 service not functioning       correctly. More specifically, when you dial 911 you may receive a slower response than through traditional 911 dialing using traditional public switched telephone network, if there is any network faults
      .6. Other Failures: The above cases are only for illustration and your service may not be utilizable including 911 dialing due to failures occurring due to a wide variety of reasons, including but not limited to the reasons herein       given.
      7. Disclaimer: Mpingi asserts it has no control over or whether or the way and manner in which the local emergency response center answers or handles calls routed to them through your dialing '911' on our service. We       disclaim all and any responsibility, liability or damages in whatsoever manner for the conduct of the local or National Emergency Response Centers, their call centers, agents or third parties involved in handling or otherwise       servicing 911 calls. We disclaim any and all liability or responsibility in any transmission of data including third-party data resulting in incorrect call routing or yielding incorrect or wrong or erroneous result. Neither Mpingi, its       officers, employees, agents may be held responsible for any claim, damage, loss either direct or indirect and you hereby agree to waive all and any claims in this regard or causes of action resulting from or relating to our       911 dialing service, unless such claims or actions result from our gross negligence, recklessness or willful misconduct. You agree to indemnify and defend mpingi, or its officers, its employees or agents and any other       service provider in this context from any and all claims, harm, losses, damages, fines, penalties, costs and expenses (including without limitation attorney fees) by, or on behalf, you or any third party relating to the absence,       failure or non functioning of the Service including 911 dialing, incorrectly routed 911 dialing calls, and/or the inability of any user to be able to dial 911 or access emergency service personnel
      8. Alternative 911 Arrangements: If you are not comfortable with the above limitations of 911 Service, you should consider having an alternative means of using the traditional 911 or E911 services, or disconnecting the       Service.

5. Nature of Service a. Term: The Service is offered on a monthly basis reckoned from the date of activation of your Service, starting from the activation date and ending before the same date in the following month. This agreement term shall renew automatically on a monthly basis unless we receive from you a written notice at least fifteen days before the start of the subsequent month stating clearly your request for discontinuance of the Service. The service is on monthly terms and no fees or charges paid for you for that month shall be refundable regardless of the date of sending "disconnection notice". If you do not provide the required 15 days notice, you will be liable to pay for the subsequent month as well. You may be responsible for next month's full charges, unbilled charges, plus a disconnection fee all of which will immediately become due and payable. You may have agreed in addition to a commitment period depending upon promotional plans if any under which you signed up for the Service, in such an event you will be responsible for the full charges due for the commitment period which becomes immediately due and payable. In addition to above if you disconnect service after initial term of Money Back Guarantee period but before the expiry of 12 months thereafter you will be charged a disconnect fee of $49.95 per phone line. b. Additional Term: On acceptance of any rebate or upgrade or free equipment or any other promotion there may be a term commitment associated with the benefit that you accepted. Your additional term begins from the date of activation of the benefit and ends on the last day of the commitment period. The period will be disclosed as per the promotion plan. If you disconnect service during the commitment term, you agree to pay us a recovery fee for the benefit you accepted. The recovery fees are cumulative and are over and above any charges or fees that you may owe Mpingi or fees or charges that you are required to pay to Mpingi upon disconnection of Service. Each recovery fee is an amount equal to the regular price of the benefit you accepted less the price you paid thereon. c. Change of Plan: You may request a change in the plan of service selected by you and the company may at its sole discretion grant your request subject to the following: i. You have no dues pending and your account is current. ii. You may be subject to a plan change fee of not more than $25 at the company's discretion. iii. The plan change will be effective immediately upon the Company informing you of the change of plan. iv. The difference in charges, if any, including plan change fees, will be reflected from the next month's invoice onwards. d. Home Use: Unless otherwise specifically mentioned, your Service is provided to you solely for residential use you may not sell, transfer, lease, and rent the service to any other party without written permission from us. You are prohibited from using the Service and Device for auto-dialing, continuous or extensive call forwarding, telemarketing (including without exception and limitation, charitable, political, academic, polling, surveys), fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to immediately disconnect or modify your Service if we determine, in our sole and absolute discretion, that your use of the Service or the Device is, or at any time was, inconsistent with normal residential usage patterns. In addition you will be required to pay our higher rates for commercial service for all periods in which your use of the Service or the Device was inconsistent with normal residential use. e. Business Use: If you subscribed to mpingi business, the Service and Device are provided to you as a small business user or business traveler. You may not resell or transfer or rent or lease the Service or the Device to another party without our written prior consent. You are prohibited from using the Service and Device for auto-dialing, continuous or extensive call forwarding, telemarketing (including without exception and limitation, charitable, political, academic, polling, surveys), fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to immediately disconnect or modify your Service if we determine, in our sole and absolute discretion, that your use of the Service or the Device is, or at any time was, inconsistent with normal small business or business traveler usage patterns. f. Mega Business Use: If you subscribed to mpingi mega business, the Service and the Device are provided to you as a mega business user. You may not resell or transfer or rent or lease the Service or the Device to another party without our written prior consent. You are prohibited from using the Service and Device for auto-dialing, continuous or extensive call forwarding, telemarketing (including without exception and limitation, charitable, political, academic, polling, surveys), fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to immediately disconnect or modify your Service if we determine, in our sole and absolute discretion, that your use of the Service or the Device is, or at any time was, inconsistent with normal small business or business traveler usage patterns.

6. Prohibited Uses. a. Unlawful. You shall use the Service and the Device only for lawful purposes. We reserve the right to immediately disconnect your Service without notice, if, in our sole and absolute discretion, we determine that you have used the Service or the Device for an unlawful purpose. In the event of such disconnection, you will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service. If we believe that you have used the Service or the Device for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, Mpingi will provide information in response to law enforcement requests, lawful government requests, subpoenas, court orders, to protect it's rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others. b. Inappropriate Conduct. You shall not use the Service or the Device in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or any similar behavior. We reserve the right to immediately disconnect your Service without notice, if, in our sole and absolute discretion, we determine that you have used the Service or the Device in any of the aforementioned ways. In the event of such disconnection, you will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service. If we believe that you have used the Service or the Device in any of the aforementioned ways, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, Mpingi will provide information in response to law enforcement requests, subpoenas, court orders, to protect it's rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others . Furthermore, Mpingi reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.

7.Use of Service and Device by Customers outside the United States. Although we encourage you to use of the Service to place calls to foreign countries from within the United States and to use the Mpingi Service as you travel, we do not presently offer or support the Service in any countries other than the United States, Canada and the United Kingdom, India, Pakistan, China, Malaysia, Sri Lanka, Bangla Desh. Mpingi Service is designed to work generally with unencumbered high-speed internet connections. However, if the high-speed internet connection you are using is outside the United States, Canada or the UK, and/or your ISP places restrictions on the usage of VoIP services, Mpingi does not represent or warrant that use of the Mpingi Service by you is permitted by any other jurisdictions or by any or all the ISPs. You will be solely responsible for any violations of local laws and regulations or violations of ISP terms of service resulting from such use. We reserve the right to disconnect your Service immediately if we determine, in our sole and absolute discretion, that you have used the Service or the Device in violation of laws of jurisdictions outside the U.S., Canada and the UK.

8. Copyright; Trademark; Unauthorized Usage of Device; Firmware or Software. a. Copyright; Trademark. The Service and Device and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on our websites are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All of our websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") are and will at all times remain our exclusive property. Nothing in this Agreement grants you the right or license to use any of our marks. b. Unauthorized Usage of Device; Firmware or Software. Other than for Mega Business customers, you have not been granted any license to use the firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. Other than for Business Plus customers, you expressly agree that the Device is exclusively for use in connection with the Service and that we will not provide any passwords, codes or other information or assistance that would enable you to use the Device for any other purpose. We reserve the right to prohibit the use of any interface device that we have not provided to you. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface device that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.

9.Tampering with the Device or Service. You shall not change the electronic serial number or equipment identifier of the Device or to perform a factory reset of the Device without our prior written consent. We reserve the right to disconnect your Service if we believe, in our sole and absolute discretion, that you have tampered with the Device. In the event of such disconnection, you will remain responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will immediately become due and payable. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose.

10. Theft of Service. You shall not use the Service in a manner calculated to avoid Mpingi policies and procedures. You shall not obtain or use the Services in an improper manner. You shall notify us immediately, in writing or by calling our customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft, fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the disconnection of your Service and additional charges to you. Until such time as we receive notice of the theft, fraudulent use or unauthorized use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen, fraudulent or unauthorized use of the Service. Mpingi reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.

11. Return of Device (Does Not Apply to Business Plus Customers) a. Retail Customers. A Retail Customer may only return the Device to the retail store, dealer or other provider from which the Retail Customer purchased the Device. All returns will be subject to the return policy of such retail store, dealer or other provider. We will not accept any Device returned to us from a Retail Customer. Mpingi will credit services fees if you call us within the Money Back Guarantee period. b. Non-Retail Customers. Non-Retail Customers may return the Device to us if 1) you cancel services within the Money Back Guarantee period and 2) you return the Device to us within thirty (30) days of the date you disconnected Service. Mpingi will also waive our 49.99 disconnection fee subject to the following. The Money Back Guarantee period only applies to the initial line ordered on your account, additional lines are excluded; Service is disconnected within the first thirty (30) days following the activation of the Service, activation occurs when you place your order for service; We receive the Device is in original condition, reasonable wear and tear xcluded; You return original proof of purchase with the Device, together with the original packaging, all parts, accessories, and documentation; Prior to returning the Device to us, you must obtain a valid return authorization number from our customer care department, which can be reached at billing@Mpingi.com or 1-330-777-5566 / 1-330-777-5577; and You must pay all costs of shipping the Device back to us.

So long as you disconnect service within the Money Back Guarantee Period and return your equipment to Mpingi within thirty (30) days of disconnection, Mpingi will issue ONE disconnection fee credit to your account.
If you receive cartons or Devices that are visibly damaged, you must note the damage on the carrier's freight bill or receipt and keep a copy. In such event, you must keep the original carton, all packing materials and parts intact in the same condition in which they were received from the carrier and contact our customer care department immediately at billing@Mpingi.com or 1-330-777-5566 / 1-330-777-5577.

12. Number Transfer on Service Disconnection. Upon the disconnection of your Service, we may, in our sole and absolute discretion, release to your new service provider the telephone number that you ported (transferred or moved over) to us from your previous service provider and used in connection with your Service if:
such new service provider is able to accept such number;
your account has been properly disconnected;
your account is completely current, including payment for all charges and applicable disconnection fees; and
You request the transfer upon disconnecting your account.

13. Service Distinctions. The Service is not a telecommunications service and we provide it on a best efforts basis. Things beyond our control may affect the Service, such as power outages, fluctuations in the internet, your underlying broadband service. Other things may affect Service, such as maintenance. Mpingi will act in good faith to minimize disruptions to your use of and access to Service. Important distinctions exist between telecommunications service and the Service offering that we provide. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

14. Ownership and Risk of Loss. You will own the Device and bear all risk of loss of, theft of, casualty to or damage to the Device, from the time it is shipped to you until the time (if any) when it is returned to us in accordance with this Agreement.

15. No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900 or calling card calls). The Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.

16. No Directory Listing. The phone numbers you obtain from us will not be listed in any telephone directories. Phone numbers transferred from your local phone company may, however, be listed. As a result, someone with your phone number may not be able to utilize a reverse directory to lookup your address.

17. Incompatibility with Other Services.

a. Home Security Systems. The Service may not be compatible with home security systems. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.

b. Certain Broadband, Cable Modem, and Other Services. You acknowledge that the Service presently is not compatible with AOL cable broadband service, certain versions of TiVO, and there may be other services with which the Service may be determined to be incompatible. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.

18. CHARGES; PAYMENTS; TAXES; DISCONNECTION
a. Billing. When the service is activated, you must provide us with a valid email address and a credit or debit card number from a card issuer that we accept. We reserve the right to stop accepting credit or debit cards from one or more issuers. If your credit or debit card expires, you close your account, your billing address changes, or your credit or debit card is cancelled and replaced on account of loss or theft, you must advise us at once. We will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which we decide to bill in arrears) to your credit or debit card, including but not limited to :
activation fees; monthly Service fees; usage charges; international usage charges; advanced feature charges; premium services/Add-ons, equipment purchases; regulatory recovery fee; Emergency 911 Cost Recovery; 911 fees; federal, state and/or local taxes; disconnection fees; and shipping and handling charges.

The amount of such fees and charges shall be published on our website and may change from time to time. Mpingi may introduce new products and services at special introductory pricing. Introductory pricing may change at Mpingi's discretion. Notification of monthly invoices will be sent to you via your email address on file with us. We reserve the right to bill at more frequent intervals if the amount you owe to us at any time exceeds $50. Mpingi bills usage charges in full minute increments that are rounded up to the next full minute unless otherwise set forth in the rate schedules found on our website. Mpingi bills fractional usage charges in full cents that are rounded up when the value is $.005 or more and down when the value is less than $.005, unless otherwise set forth in the rate schedules found on our website.

The above fees are defined as follows: Activation Fee - This fee covers charges for setting up your account and activating you on our system.

Monthly Service Fee - This is the basic charge associated with your service. This fee includes the calling charges defined by your plan; the features associated with your plan and basic account services.

Usage Charges - If you exceed the number of calling minutes on your plan, Mpingi will bill you for the minutes you use above your allowance. Mpingi also bills for calls to directory assistance and other information services.

International Usage Charges - These are the fees associated with calls to locations outside of the US, Canada and Puerto Rico. However, if you are on an unlimited calling plan, Mpingi will not charge you for calls to France, Ireland, Italy, Spain and the UK that terminate to another Mpingi line or a landline telephone.

Advanced Features, Add-Ons, Premium Services - Mpingi charges additional fees for enhanced features and services such as Virtual Phone Number and Softphone.

Equipment Purchases - In most instances, you will pay for equipment associated with your Mpingi service with your credit or debit card. However, there may be occasions when Mpingi will offer you the option to bill equipment to your account.

Regulatory Recovery Fee - A regulatory recovery surcharge of $0.99 applies to each phone number. Mpingi uses this fee to pay our regulatory-related fees and expenses, including taxes, number portability charges, and related legal fees.

Emergency 911 Cost Recovery of $0.99 applies to each line of service. This fee is used to recover costs directly associated with developing, implementing and maintaining a nationwide E911 in compliance with FCC regulations, Mpingi 911 dialing and the Mpingi national 911 emergency call center.

Taxes - Mpingi is required to bill and collect local, state and federal taxes imposed on Mpingi customers by the various taxing authorities. Mpingi passes all taxes it collects on to the appropriate taxing authority.

911 Fees - State and/or local governments may assess fees on Mpingi to pay for emergency services in your community. Mpingi bills and collects 911 fees from its customers and remits such fees to the appropriate authority. Depending on where you live, these fees can vary widely. Mpingi is committed to supporting public safety services and resources in your State. For more information, and to learn more about the fees collected in your community for emergency services, contact your state or local elected official.

Hold Charges - For some reasons if you are planning to go to your home country or out of USA for longer term, you can call our customer care department or login to your MPINGI web account and place your MPINGI account on hold for a nominal charge of $3.99 per month. Upon doing so you will not be charged for the monthly subscription fee. One can place the account on hold only from 1st to 30th of a month, if an account is placed on hold(or released from hold) in the middle of the month your account will be charged for the subscription fee and not the hold charges.

19. Billing Disputes. You must notify us in writing within seven days after receiving your credit or debit card statement if you dispute any Mpingi charges on that statement or you will be deemed to have waived any right to contest such charges. All notices of disputed charges should be sent to: Customer Care Billing Department Mpingi Inc., 1208 Arques Ave, Suite #100 Sunnyvale, CA 94085 -Or- billing@Mpingi.com NO Chargeback. You agree that you will not without notifying us and waiting for a minimum period of 7 days from date of such notification of any billing dispute to hear from us initiate any chargeback, stop of payment or any other action with your credit card provider and/or bank or payment gateway including payment sites such as Paypal. You agree that in the event of you initiating such a chargeback or stop payment or dispute mechanism in contravention of these terms, the company may at its sole discretion do the following:a. Revoke all free/special offers made to you (including free hardware, free minutes, free monthly charges, 30 day free trial offer or any other offer,) and you agree that you will be liable to be billed at normal commercial rates for all the services from date of registration. b. Treat your chargeback as a request for cancellation and initiate a cancellation under these terms and conditions and the company will be entitled to consider all balance as immediately due and charge your card/account for the same without further notice.

20. Payment and Collection.

a. Payment. For every month's usage we shall raise invoice in the next month and the first invoice shall be after the expiry of any risk free trial period. The invoice shall be sent to you by e-mail only. You may request that the invoices to be mailed to you at an extra handling cost of $2 per invoice. The payment for the invoice will be collected against the credit/debit card you provide at the time of registration automatically.

The first invoice will include activation fees and shipping charges and that will be after thirty (30) days. Thereafter, billing will be on the second (2nd) day of every month and that will include plan fees and usage charges etc. If we can not collect payment against the card in our records you will be notified and you must pay the invoice in full within seven (7) days of such notice. Arrears of payment carry interest at such rates as may be decided by the company from time to time.

b. Acceptance of Cards. We only accept payment by credit or debit card. Your subscription to the Service authorizes us to charge your credit or debit card. This authorization will remain valid until 30 days after we receive written notice from you terminating our authority to charge your credit or debit card, whereupon we will charge your credit or debit card for the disconnection fee, if applicable, and any other outstanding charges and disconnect your Service. We may disconnect your Service at any time in our sole and absolute discretion if any charge to your credit or debit card is declined or reversed, your credit or debit card expires and you have not provided us with a valid replacement credit or debit card or in case of any other non-payment of account charges.

c. Delinquency. If your invoice payments are in arrears for more than 30 days your account is held to be delinquent and the company reserves the right to call for payment for the entire term agreed to along with cost of hardware if given to you free of charge and terminate service at its sole discretion.

d. Collection. If your Service is disconnected, you will remain fully liable to us for all charges pursuant to this Agreement and any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney's fees.

e. Notices. You understand that it is difficult for Mpingi to distinguish between credit and debit cards. You agree to waive your rights under Regulation E to receive ten days advance notice from Mpingi regarding the amount that Mpingi will debit from your account. Mpingi may send you messages about your billing from time to time, but Mpingi is not obligated to do so. Mpingi may change or cease its messages at any time without notice to you.

21. Disconnection; Discontinuance of Service. We reserve the right to suspend or discontinue the Service generally, or to disconnect your Service, at any time in our sole and absolute discretion. If we discontinue the Service generally, or disconnect your Service without a stated reason, you will only be responsible for charges accrued through the date of disconnection, including a pro-rated portion of the final month's charges. If your Service is disconnected on account of your breach of any provision of this Agreement, you will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus the disconnection fee, if applicable, all of which will immediately become due and payable. Mpingi will pursue collection for unpaid amounts on disconnected accounts and may report to credit bureaus.

22. Taxes. State and local governments may assess taxes, surcharges and/or fees on your use of Mpingi service. These charges may be a flat fee or a percentage of your Mpingi charges and may change from time to time without notice. These charges are based on the rates applicable to the address you provided to us. You are responsible for all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or a Device. Such amounts are in addition to payment for the Service or Devices and will be billed to your credit card as set forth in this Agreement. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate.

23. Disconnection Fee (Does Not Apply to Mega Business Customers). You will be charged a disconnection fee of $49.99 per voice line if your Service is disconnected for any reason after the Money Back Guarantee period and within the first year following the activation of your Service.

24. Money Back Guarantee; Limitations and Conditions.

a. Residential, Mpingi Business Customers. We offer a thirty (30) day money back guarantee from the date of activation of your Service (different periods apply for Retail Customers depending on the applicable offer details contained in the advertising or online content of the retail store or dealer that sold the Retail Customer the Equipment). The money back guarantee applies only to the first-ordered line per account, not to additional or secondary lines. We will refund the activation fee, the monthly charge for the first month of Service, shipping charges and the disconnection fee provided that:

you have not exceeded 250 minutes of usage (500 minutes for Retail Customers); you cancel your Service within the applicable period; you return the Device to us if purchased at www.Mpingi.com in original condition, normal wear and tear excluded, within thirty (30) days after the cancellation of your Service; the Device is returned in the original packaging with the UPC or bar code intact and is accompanied by all components, accessories, parts, manuals, registration cards and other documentation; and Prior to returning the Device to us, you obtain a valid return authorization number from our customer care department, which can be reached at billing@Mpingi.com or 1-330-7777-5566 / 1-330-777-5577.

Mpingi may not be able to refund all federal excise taxes and any other applicable taxes. You will be responsible for any charges for international usage, payphone calls to Mpingi toll free numbers and directory assistance. We reserve the right to disconnect or revoke this money back guarantee at any time, without prior notice.

b. Mega Business Money Back Guarantee. We offer Mega Business subscribers a thirty (30) day money back guarantee from the date of activation of Service. The money back guarantee applies only to the first-ordered service package, not to additional or secondary orders. We will refund the activation fee and monthly charge for first month of Service provided that:

you have not exceeded 5,000 minutes of usage; and You cancel your Service within the thirty (30) day period.

Mpingi may not be able to refund all federal excise taxes and any other applicable taxes. You will remain responsible for any charges for international usage, payphone calls to Mpingi toll free numbers and directory assistance. We reserve the right to disconnect or revoke this money back guarantee at any time, without prior notice.

25. Payphone Charges. If you use our "mpingi toll plus" feature or any toll free feature that we offer in the future, we will be entitled to recover from you any charges imposed on us either directly or indirectly in connection with toll free calls made to your number. We may recover these amounts by means of a per-call charge, rounded up to the next cent, or in such other fashion as we deem appropriate for the recovery of these costs.

26. Charges for Directory Calls (411). We will charge you $0.99 for each call made to Mpingi directory assistance.

27. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES

a. Limitation of Liability. We will not be liable for any delay or failure to provide the Service, including 911 Dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following: an act or omission of an underlying carrier, service provider, vendor or other third party; equipment, network or facility failure; equipment, network or facility upgrade or modification; force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions; equipment, network or facility shortage; equipment or facility relocation; service, equipment, network or facility failure caused by the loss of power to you; outage of, or blocking of ports by, your ISP or broadband service provider or other impediment to usage of the Service caused by any third party; any act or omission by you or any person using the Service or Device provided to you; or any other cause that is beyond our control, including, without limitation, a failure of or defect in any Device, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 911 Dialing) to be connected or completed, or forwarded..

Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period.

28. Disclaimer of Liability for Damages. IN NO EVENT WILL MPINGI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

29. Indemnification and Survival.

a. Indemnification. You shall defend, indemnify, and hold harmless Mpingi, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party or user of the Service, relating to the Services, including, without limitation, 911 Dialing, or the Device.

b. Survival. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.

30. No Warranties on Service. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, AND DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER MPINGI NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER'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 MPINGI'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY MPINGI OR MPINGI'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.

31. Device Warranties (Does Not Apply to Mega Business Customers).

a. Limited Warranty. Except as set forth herein, if you received a Device from us and the Device included a limited warranty at the time of receipt, you must refer to the separate limited warranty document provided with the Device for information on the limitation and disclaimer of certain warranties. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation.

b. No Warranty. IF A LIMITED WARRANTY DID NOT COME WITH YOUR DEVICE, YOU ARE ACCEPTING THE DEVICE "AS IS". YOUR DEVICE IS NOT ELIGIBLE FOR REPLACEMENT, REPAIR OR REFUND AFTER THE MONEY BACK GUARANTEE PERIOD.

c. Retail Customer Limited Warranty. For Retail Customers only, we will provide a limited warranty on the Device as to manufacturing defects only for a period of one (1) year from the date of purchase. This Retail Customer limited warranty does not apply to any defect or failure other than a manufacturing defect, and, without limiting the generality of the foregoing, does not apply to any defect caused by damage in transit, retailer handling or Retail Customer handling. A Retail Customer's sole remedy for any breach of this Retail Customer limited warranty is to obtain a repaired or replacement Device, by following the return procedures set forth in Section 2.10. Retail Customer must include with the returned Device a letter stating that the Retail Customer is returning the Device for warranty repair or replacement and stating the nature of the defect. The Retail Customer limited warranty will also apply in lieu of the limited warranty included with the Device if such included limited warranty is less favorable to Retail Customer than that contained herein.

d. Disclaimer. OTHER THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE DEVICE OR ANY FIRMWARE OR SOFTWARE IS "ERROR FREE" OR WILL MEET CUSTOMER'S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE. DEVICE WARRANTIES DO NOT APPLY TO BUSINESS PLUS CUSTOMERS.

32. No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

33. Content. You will be liable for any and all liability that may arise out of the content transmitted by you or to any person, whether authorized or unauthorized, using your Service or Device (each such person, a "User"). You shall assure that your and your User's use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to disconnect or suspend your Services and remove your or your Users' content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform to the requirements set forth in this Agreement or interferes with our ability to provide Services to you or others. Our action or inaction under this Section will not constitute any review or approval of your or Users' use or content.

34. MISCELLANEOUS

a. Governing Law. The Agreement and the relationship between you and us are 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 5.2, you shall submit to the personal and exclusive jurisdiction of the courts located within the State of California and waive any objection as to venue or inconvenient forum.

b. Mandatory Arbitration and No Jury Trial. Any dispute or claim between you, any member of your household or any guest or employee of you and us arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Somerset, New Jersey. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. You shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, NEW JERSEY.

35. No Waiver of Rights. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

36. Entire Agreement. This Agreement, including any future modifications as may occur within the terms of the Agreement, and the rates for Services found on our website constitute the entire agreement between you and Mpingi and govern the use of the Service by you, members of your household, guests and employees. This Agreement supersedes any prior agreements between you and Mpingi and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.

37. Severability. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

38. FUTURE CHANGES TO THIS AGREEMENT We may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted on www.Mpingi.com. Such changes will become binding on you on the date they are posted to our website and no further notice by us is required upon your continued use of the Service. The Agreement as and when posted supersedes all previously agreed to electronic and written terms of service, including, without limitation, any terms included with the packaging of the Device and also supersedes any written terms provided to Retail Customers in connection with retail distribution, including, without limitation, any written terms enclosed within the packaging of the Device.

39. PRIVACY Mpingi Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Mpingi is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy at www.Mpingi.com for additional information.

Last Updated: July 19, 2007. Copyright 2007 Mpingi Inc. used under license. Mpingi is a registered service mark owned by Dhanus Technologies Ltd., and used under license from Dhanus Technologies Ltd., Chennai, India

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