Pearl Network: SIP Trunking in Dallas / Fort Worth, TX for VoIP Phone Systems and Internet

Pearl Technologies Terms and Conditions

Pearl Technologies Two Way SIP Trunk Service Level Agreement
This Service Agreement (the “Agreement”) is between Pearl Technologies, Inc. (“Pearl Technologies”) and the Customer. Services provided are based on the Terms and Conditions contained herein and are subject to change with updated versions of this document available for viewing and download on http://www.gopearl.net/legal. Customer accepts said Terms and Conditions, as acknowledged by signature on the relevant Service Order Form (“SOF”), and agrees to be bound by them.

Definitions:

“911 Services” means functionality that allows end users to contact emergency services by dialing the digits 9-1-1.

“Enhanced 911 Services” means the ability to route an emergency call to the designated entity authorized to receive such calls, which in many cases is a Public Safety Answering Point (“PSAP), serving the Customer’s Registered Address or user-provided address and to deliver the Subscriber’s telephone number and Registered Address information automatically to the emergency operator answering the call.

“Basic 911 Service” means the ability to route an emergency call to the designated entity authorized to receive such calls serving the Customer’s Registered Address. With basic 911, the emergency operator answering the phone will not have access to the caller’s telephone number or address information unless the caller provides such information verbally during the emergency call.

“ANI” means Automatic Number Identification.

“Customer VoIP Application” means the Class 5 VoIP application provided by Customer in connection with Pearl Technologies Two-Way SIP Trunk service.

“DID/DOD” means a telephone number assigned by Pearl Technologies to Customer for use by a Subscriber with Pearl Technologies Two-Way SIP Trunk service.

“Directory Listings” means the listing of a Subscriber’s telephone number in the ILEC directory for a Market.

“International” means anywhere outside of the continental United States, including Alaska and Hawaii.

“IP” means Internet Protocol.

“LCA” means a geographical local calling area (determined by the applicable ILEC) containing one or more Rate Centers.

“LNP” means local number portability.

“NADP” means the North American Dialing (or Numbering) Plan.

“Operator and Directory Assistance” means live or automated operator assistance for the placement of Subscriber calls, listing services and/or related information.

“PSTN” means the public switched telephone network.

“Rate Center” means a geographic area (determined by the applicable ILEC) within a LCA or Market that is associated with one or more specific NPA/NXX codes.

“Registered Address” means the address provided by customer in either written format on (i) appropriate Pearl Technologies order forms, (ii) entered into appropriate Bandwidht.com portals or (iii) other written or verbal communication to Customer’s Pearl Technologies sales or pos-sales representative, that represents the physical location from which Pearl Technologies’s SIP Trunking service and TNs associated with this service will be used.

“SIP” is the signaling protocol used between VoIP networks to establish, control and terminate voice calls.

“Subscriber” means an individual, end-user or telephone device assigned a DID/DOD.

“TN” means a telephone number assigned by Pearl Technologies to Customer (or that Customer ports to Pearl Technologies) and used by Customer in connection with Pearl Technologies Two-Way SIP Trunk for service.

“Toll Free Number” or “TFN” means a telephone number that supports NADP and is assigned by Pearl Technologies to Customer or that Customer ports to Pearl Technologies for use with the Pearl Technologies Two-Way SIP Trunk.

“U.S. Domestic” means the continental United States (excluding Alaska and Hawaii).

“VoIP” means voice over IP.

1. Services Provided. Provided that Customer is not in default of its obligations stated herein, Pearl Technologies shall provide Customer with the Service ordered in the Pearl Technologies Service Order Form, which Service Order Form is incorporated herein by reference, for the Service Term, the Service Term being defined in Section 11. If Customer has purchased or leased Equipment from Pearl Technologies or its certified third party leasing company then the Customer must install Equipment in accordance with instructions provided by Pearl Technologies (or its third party vendor). In addition Pearl Technologies Equipment must be used solely for the purpose of Service utilization. Customer is solely responsible to obtain, use and operate any equipment not provided by Pearl Technologies that may be used in association with the Service.

2. Service Description. Pearl Technologies Two-Way SIP Trunks is a bundled virtual trunking service providing inbound, outbound local and long distance voice services via a Pearl Technologies assigned DID. The service will route between a Customer’s IP address and either the PSTN or another IP address with Pearl Technologies delivering traffic to the Customer’s gateway device or IP-PBX via an internet protocol connection using Session Initiation Protocol (“SIP”) signaling. Each Two-way SIP Trunk enables a single concurrent call but can be oversubscribed with multiple Pearl Technologies assigned DIDs being accessible via a single trunk. Two-way SIP Trunks also include static 911 services, 411, Operator services, inbound caller id, caller location or white page listing. These services require Customer to provide their own legitimate service address. Only TNs or Toll-Free TNs provided by Pearl Technologies or ported to the Pearl Technologies network can be used in conjunction with this service.

3. Service Limitations. Pearl Technologies Two-Way SIP Trunk service does not include any Class 5 features (e.g. call waiting, call forwarding, voicemail, etc.), nor will the service provide any of the following call types: 976, 900, or 1010xxx. Outbound local, 911, outbound 800 calls or 411 calls are only available if the call’s originating Automated Number Identification (ANI) is a Pearl Technologies assigned DID or a DID that has been ported to the Pearl Technologies network. All special configurations are subject to Pearl Technologies’s approval and Pearl Technologies reserves the right to terminate this agreement where proper interoperability testing has not been completed when required. Any traffic deemed to jeopardize the integrity of Pearl Technologies’s network may be blocked by Pearl Technologies.
Service Moves. Pearl Technologies Service requires a contracted Service Address. Pearl Technologies Services may not be moved from a contracted Service address without written notification from the customer to Pearl Technologies. Should Customer fail to notify Pearl Technologies of a service move then Pearl Technologies, at its sole discretion, may immediately suspend Customer service until such time as a Customer Move Order is processed. Customer accepts that failure to properly notify Pearl Technologies of an intended service move may result in Customer service being E911 non-compliant. Customer understands that said failure may cause incorrect routing of Emergency Services and any consequences of such rest solely with the Customer. Additionally, customer understands that continuation of existing ELS DIDs may be restricted by the location of the moved service.

4. Emergency Services Dialing. Customer will have access to either basic 911 or Enhanced 911 (E911) as their default emergency calling service.
With E911 service, when a caller from the Customer’s Registered Address dials the digits 9-1-1, the Pearl Technologies telephone number and subscriber’s registered address is automatically sent to the local emergency center serving your location. The emergency operators will have access to this information regardless of whether the caller is able to verbally provide such information to the emergency call-taker. Accordingly, with E911 service, the emergency call-taker will have the caller’s call-back telephone number and registered address information just by virtue of the caller placing the call using the digits 9-1-1. In limited circumstances, Customers equipped with E911 may have their calls routed to the national call center. Please see the description below for an explanation of when this would occur and how this service operates.
With basic 911 service, when a caller from the Customer’s Registered Address dials the digits 9-1-1, the call is sent to the local emergency center serving your location. But operators answering the call will not have automatic access to the caller’s call-back telephone number or the Registered Address because the emergency center will not be equipped to receive, capture or retain Customer’s assigned Pearl Technologies telephone number and Registered Address. Accordingly, callers must be prepared to provide both call-back and address information. If the call is dropped or disconnected, or if the caller is unable to speak, the emergency operator answering the call will not be able to call the caller back or dispatch help to the caller’s address. As additional local emergency centers become capable of E911 functionalities, Pearl Technologies will automatically upgrade customers from basic 911 to E911 service. We will not notify Customer of the upgrade. In limited circumstances, Customers equipped with basic 911 may have their calls routed to the national call center. Please see the description below for an explanation of when this would occur and how this service operates.

National Call Center service Certain Pearl Technologies customers do not have access to either basic 911 or E911. If Customer does not have access to either E911 or basic 911, emergency calls placed using the digits 9-1-1 will be sent to a national emergency call center. A trained agent at the emergency call center will ask for caller’s name, telephone number, and location and then transfer the caller to the appropriate local emergency center or otherwise determine the best way to provide emergency services to the caller. Like Basic 911, the trained operators answering calls in the national call center will not have automatic access to the caller’s telephone number or Registered Address information because the national call center is not equipped to receive, capture or retain Customer’s Pearl Technologies telephone number and Registered Address, so the caller must be prepared to provide this information. Customer’s 911 calls may also be sent to Pearl Technologies’s national emergency call center if there is a problem validating the Registered Address provided by Customer during provisioning, if Customer is located in an area that is not covered by the land line 911 network, or if Customer has basic 911 or E911 service but these call fails to complete and are routed to the national emergency call center for failover purposes.

DISCLAIMER OF LIABILITY:

CUSTOMER ACKNOWLEDGES AND AGREES THAT PEARL TECHNOLOGIES’S SERVICE IS INTERNET BASED AND THAT 911 SERVICES ARE DIFFERENT THAN THAT OF TRADITIONAL WIRELINE SERVICE. FOR BASIC 911 OR E911 TO BE ACCURATELY ROUTED TO THE APPROPRIATE EMERGENCY RESPONDER, THE CUSTOMER MUST PROVIDE THE TN ASSOCIATED WITH THE TWO-WAY SIP TRUNKING SERVICE FOR THE REGISTERED ADDRESS, IN THE ‘USERPART’ OF THE ‘FROM URI’ CONTAINED IN THE SIP ‘FROM’ HEADER. CUSTOMER ACKNOWLEDGES THAT THE BANDWIDTH TWO-WAY SIP TRUNK SERVICE MAY NOT SUPPORT BASIC 911 OR E911 DIALING IN THE SAME MANNER AS TRADITIONAL WIRELINE PHONE SERVICE. CUSTOMER AGREES TO INFORM OF THE POTENTIAL COMPLICATIONS ARISING FROM BASIC 911 OR E911 DIALING. SPECIFICALLY, CUSTOMER ACKNOWLEDGES AND AGREES TO INFORM ALL EMPLOYEES, GUESTS, AND OTHER THIRD PERSONS WHO MAY USE THE SERVICE THAT BASIC 911 AND E911 SERVICES WILL NOT FUNCTION IN THE CASE OF A SERVICE FAILURE FOR ANY OF THE FOLLOWING REASONS: (A) POWER FAILURES, (B) SUSPENDED OR TERMINATED BROADBAND SERVICE, (C) SUSPENSION OF SERVICES DUE TO BILLING ISSUES, AND/OR (D) ANY OTHER SERVICE OUTAGES NOT DESCRIBED HEREIN. CUSTOMER FURTHER ACKNOWLEDGES THAT FAILURE TO PROVIDE A CORRECT PHYSICAL ADDRESS IN THE REQUISITE FORMAT MAY CAUSE ALL BASIC 911 OR E911 CALLS TO BE ROUTED TO THE INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. FURTHERMORE, CUSTOMER RECOGNIZES THAT USE OF THE SERVICE FROM A LOCATION OTHER THAN THE LOCATION TO WHICH THE SERVICE WAS ORDERED, I.E., THE “REGISTERED ADDRESS,” MAY RESULT IN BASIC 911 OR E911 CALLS BEING ROUTED TO THE INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. CUSTOMER ACKNOWLEDGES AND AGREES THAT PEARL TECHNOLOGIES, ITS UNDERLYING CARRIER, OR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CUSTOMER. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS PEARL TECHNOLOGIES FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OF THE CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES TO HOLD HARMLESS AND INDEMNIFY BADNWIDTH.COM FROM ANY CLAIM OR ACTION ARISING OUT OF MISROUTES OFANY 911 CALLS, OR WHETHER LOCAL EMERGENCY RESPONSE CENTERS OR NATIONAL EMERGENCY CALLING CENTERS ANSWER A 911 CALL OR HOW THE 911 CALLS ARE HANDLED BY ANY EMERGENCY OPERATOR INCLUDING OPERATORS OF THE NATIONAL CALL CENTER. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANT, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.

5. Service Availability. The Service is available throughout the Service Term, except in the case of scheduled maintenance of the Pearl Technologies network and/or its underlying carrier’s network. Pearl Technologies will use commercially reasonable efforts to provide prior notification via electronic mail (“email”) to Customer regarding any scheduled maintenance of Service. Pearl Technologies may interrupt its provision of Service for unscheduled emergency maintenance without notice to Customer or Customer’s customers.

6. Interoperability Requirement. Customer shall review the appropriate “Solution Overview & Interface Specification” guide posted at www.gopearl.net , to identify all necessary interoperability requirements. Pearl Technologies takes no responsibility for installation or configuration of customer Phone System, or any responsibility related to connecting a customer’s Phone System to any Pearl Technologies provided equipment.

7. IP originated traffic. All user traffic must be IP originated. “IP Originated” shall mean voice traffic which Customer represents and certifies as utilizing TCP/IP as a transmission protocol from the Customer’s originating equipment (i.e. SIP phones, SIP PBX, TDM to SIP Gateway, IP-adapter, etc.) to a TCP/IP gateway. Traffic identified as non-IP originated is subject to incremental $0.05 per minute charges.

8. Porting Numbers. Pearl Technologies will require a completed and signed Letter of Authorization (“LOA”) for any numbers or toll free numbers the customer wishes to port. Applicable LOAs are attached hereto. In addition, Pearl Technologies will require a recent, applicable copy of the Customer’s current phone bill which contains the Customer’s Billing Telephone Number (“BTN”) as well as a record of any numbers that need to be ported. Necessary LOA(s) and Bill Copy(s) must be received by Pearl Technologies before Pearl Technologies initiates the port request.

9. Service Activation Date. Pearl Technologies will work with the Customer to establish an initial activation date upon which their SIP Trunk solution will be activated. This date will be based on the Customer’s requested date as well as the Confirmed Port Date Pearl Technologies receives from its underlying provider. The Confirmed Port Date is the date upon which the Customer’s current voice provider has agreed to port the numbers to Pearl Technologies. The Confirmed Port Date typically cannot be set any earlier than two (2) to four (4) business weeks after the port request was initiated. Upon submission of the port request, Pearl Technologies will request a port date that coincides as closely as is reasonably possible with the initial activation date arrived at with the Customer. However, since the port interval is a product of the accuracy of the information provided to Pearl Technologies by the Customer as well as the processing speed of the Customer’s current voice provider, Pearl Technologies makes no guarantees about how soon a Customer’s number can be ported, but will work with its underlying carrier and the Customer to make sure the port date coincides as closely as possible with the activation date requested by the Customer. When Pearl Technologies receives the Confirmed Port Date, Pearl Technologies will assign a Service Activation Date based on the aforementioned criteria and will communicate this date to the customer. If the Customer wishes to change the requested service activation date, Customer must communicate, in writing, the new requested date to their VoIP Installation Specialist within forty-eight (48) hours of the issuance of the service activation date. Such further date changes by Customer will be met by Pearl Technologies on a best effort basis.

10. Service Activation Appointment. Pearl Technologies will attempt to arrange an Activation Appointment with the Customer on the Service Activation Date, whereupon, a Pearl Technologies Service Activation Specialist will contact the Customer to provide relevant information and facilitate test calls. Such test calls will consist of outbound and inbound calls between the Customer site and Pearl Technologies . It is the customer’s sole responsibility to ensure that their premise and all equipment is prepared for service activation by the Service Activation Date. The Service Commencement Date shall be the date when the voice components are delivered and confirmed by a Pearl Technologies SIP Trunking Confirmation email, whether or not an Activation Appointment has occurred. The Service Commencement Date shall equal the first date of billing for the services delivered.

11. Service Term. The initial Service Term for the Pearl Technologies Service provided to Customer shall be at least one (1) year and up to three (3) years from the Service Commencement Date depending on the Service Term selected on said Service Order Form. After such initial term, Service shall continue to be provided on a month-to-month basis, unless terminated in writing by Pearl Technologies or by Customer via email pursuant to Section 24 of this Agreement. The initial Service Term plus the continuation of Service as provided in this Section 11 are referred to collectively as the “Service Term.” (The Agreement Term is coterminous with the Service Term.)

12. Service Support. Pearl Technologies provides support for the Services as described at www.gopearl.net, as guaranteed by the applicable Service Level Agreement (“SLA”), posted at www.gopearl.net/legal. PEARL TECHNOLOGIES DOES NOT SUPPORT CUSTOMER SERVICES BEYOND THE PEARL TECHNOLOGIES POINT OF DEMARCATION, DEFINED AT WWW.GOPEARL.NET.

13. CPE Maintenance, Support, and Repair. If Customer has leased CPE from Pearl Technologies, then Customer shall allow Pearl Technologies reasonable access to the CPE as required to provide Service ordered by Customer. Equipment provided for Service may be new or recertified. All CPE and CPE provider service purchased from Pearl Technologies is subject to the terms and conditions set forth in the Manufacturer’s or Publisher’s warranty, end-user license, or agreement applicable to such CPE or CPE provider service, with no warranty of any kind from Pearl Technologies. Customer shall reimburse Pearl Technologies, on a time and materials basis as documented in an invoice, for the entire cost to repair and/or replace CPE in the event of (a) misuse, (b) failure to exercise reasonable care, (c) altering original Pearl Technologies configuration, (d) damage, (e) theft, or (f) disaster. If Pearl Technologies CPE requires maintenance not caused by one of the events set out in the sentence above, Pearl Technologies or its agents shall either arrange to repair the CPE at Customer’s premises or ship an equivalent pre-configured replacement to Customer. If replacement CPE is shipped to Customer, Customer shall return the faulty CPE to Pearl Technologies within ten (10) days of receiving the replacement CPE or pay for such CPE. Customer will not receive compensation for downtime associated with CPE replacement or repair. In addition, if Customer has rented CPE, Customer shall return (at Customer’s own expense) Pearl Technologies CPE to Pearl Technologies within ten (10) days of termination. If this CPE is not returned in good working condition to Pearl Technologies Customer shall be invoiced and pay for this CPE.

14. CPE Purchase. All CPE and CPE Provider Service purchased from Pearl Technologies is subject to the terms and conditions set forth in the Manufacturer’s or Publisher’s warranty, End-User license or agreement applicable to such CPE or CPE Provider Service, with no warranty of any kind from Pearl Technologies. Should customer receive purchased CPE that is damaged or dead on arrival Customer must notify Pearl Technologies Customer Care within ten (10) days of receipt. Returns will only be accepted on brand new factory-packaged products within thirty (30) days of the date CPE was shipped. All products must be fully complete including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. Products returned in used or altered condition will not be accepted. After thirty (30) days from initial product ship date, all sales are final. Customer is responsible for shipping charges to the Pearl Technologies distribution center for all products being shipped for return or exchange. Customer is responsible for all risk of loss and damage to products being shipped for return or exchange. Should Customer desire to return or exchange purchased CPE, pursuant to the above conditions, then Customer must e-mail Customer Care at customerservice@gopearl.net to request a Return Materials Authorization (RMA). All returns and exchanges will incur a twenty percent (20%) restocking fee, as calculated according to the original purchase price. If the RMA is in response to CPE delivered dead on arrival or damaged, and said CPE is found to be operating within manufacturer specifications upon return, said CPE shall be subject to the restocking fee outlined above.

15. Charges for Service. The monthly recurring charge(s) (“MRC”) and any non-recurring charge(s) (“NRC”) for Service is stated in said Service Order Form. Service charges are exclusive of applicable taxes and surcharges, including the Federal Universal Service Fund surcharge that Pearl Technologies passes on to its Customers if it is charged to Pearl Technologies. At its sole discretion, Pearl Technologies may require a security deposit to continue providing Service should Customer’s credit profile yield insufficient credit. Additionally, at its sole discretion, Pearl Technologies reserves the right to demand immediate payment by wire and block Customer’s voice traffic should Pearl Technologies determine Customer’s usage exceeds their approved level of credit. Except for items outlined in this agreement, Pearl Technologies shall not increase pricing during the initial Term of a Customer Order, but thereafter Pearl Technologies may increase pricing upon at least thirty (30) days’ written notice. All rates and charges are subject to change immediately in the event there are mandated surcharges or taxes imposed by federal, state or governmental agency. Notwithstanding the foregoing, in the event of Regulatory Activity, Pearl Technologies reserves the right, at any time with as much advance written notice as reasonably possible and without liability, to: (i) pass through to Customer all, or a portion of, any changes or surcharges or taxes directly or indirectly related to such Regulatory Activity; (ii) modify the Service, rates (including any rate guarantees), promotions, terms and/or conditions of this Agreement in order to conform to such action; or (iii) if such Regulatory Activity materially and adversely impairs the provision of Service under the Agreement, as reasonably determined by Pearl Technologies, terminate the Agreement.

16. Billing Disputes. In the event Customer disputes any invoiced charges, Customer shall pay all undisputed charges and submit written notification of the dispute, with supporting documentation, within thirty (30) calendar days of receipt of the invoice in question. Pearl Technologies shall respond to Customer, in writing, within thirty (30) calendar days of receiving a dispute notification from Customer. Any dispute resolved in favor of Customer shall be credited as appropriate on the next available invoice. In the event that any disputed amounts are deemed to be correct as billed and in compliance with this Agreement, Customer shall be notified in writing that the charges have been deemed valid and legitimate and the charges in question shall be due and payable by Customer upon the original Due Date or immediately upon receipt of said notification if Due Date has passed.

17. Specific Charges for Two-Way SIP Trunk Service.
Disconnect Charges: For any request to disconnect or port out a Pearl Technologies assigned TN, a non-recurring charge of $5 per TN will be charged.
LNP Charges: For cancelled LNP request more than 48 hours before FOC, a non-recurring charge of $6 per TN will be charged. For cancelled LNP requests within 48 hours of FOC, a non-recurring charge of $75 per TN will be charged. For any request to reinstate, within 24 hours, a newly ported phone number to the original carrier, a non-recurring charge of $300 per number will be assessed.

Payphone Surcharges: In the event the Customer’s 800/Toll-Free TN receives any inbound calls originating from a Payphone, these calls will be subject to a charge per call. The charges are based on regulated FCC Payphone Compensation rules. These regulatory charges (approximately $0.60 per call) will be passed through directly to the customer.

Call Duration Thresholds: All per minute rates (Interstate LD, Intrastate LD, Local if applicable, 800 Domestic) assume at least 95% of calls terminating will be of a call duration of no less than six (6) seconds in length. If 5% or more of Customer’s completed calls are equal to or less than six (6) seconds in length during any billing cycle then Pearl Technologies reserves the right to charge, and Customer shall pay, a $0.03 charge per short duration call. This charge will be in addition to Customer’s current rates.

Local & Inbound Minute Thresholds: Each Two-Way SIP trunk is subject to a monthly cap limiting the amount of inbound and local outbound minutes to two-thousand
(2,000) per trunk. Any inbound or local outbound minutes exceeding 2,000 will be billed at $0.018 per minute. This cap is a soft cap, meaning that its enforcement will not be automatic but will be at the discretion of Pearl Technologies should the customer’s usage exceed this usage cap in any given month.

Long Distance Minimum Threshold: For any month in which the average sum of a Customer’s Two-Way SIP Trunks’ interstate, intrastate or international long distance traffic does not reach 300 minutes, Pearl Technologies reserves the right to enforce a minimum threshold of 300 minutes. The per-minute rate applied will be $0.019. This threshold is a soft threshold meaning that its enforcement will not be automatic but will be at the discretion of Pearl Technologies should the customer’s long distance usage not reach the minimum threshold in any given month. Long distance services above 300 minutes will be billed by the per-minute rate or rate schedule specified in the client contract. If no rate is specified a maximum per-minute rate of $0.06 will be applied at the discretion of Pearl Technologies.

Call Rating: Calls will be rated as local calls if they terminated within subscriber’s Local Calling Area associated with the call’s originating ANI (which must be a Pearl Technologies assigned DID). All calls outside of a Subscriber’s Local Calling area shall be rated as either intrastate, interstate or international long distance. This distinction of inter versus intrastate versus international long distance will be determined based on the Originating Automatic Number Identification (ANI) and Terminating ANI provided in the call signaling. Pearl Technologies utilizes the value in the ‘FROM’ field in the SIP header as the Originating ANI for establishing the jurisdiction of the call (i.e. interstate versus intrastate versus international). However, in the event a value is present in any of the SIP header fields used for caller id (e.g. Remote Party ID, P-Assert-Identity), Pearl Technologies may use this in lieu of the “FROM” field as the Originating ANI to determine the jurisdiction of a call. If Pearl Technologies cannot accurately rate a call due to an invalid or omitted Originating ANI, and its rating jurisdiction is not international, Pearl Technologies will default to rating the call at the prevailing Intrastate long distance rate. Pearl Technologies will determine the originating or terminating carrier by evaluating the Terminating ANI down to the NPA-NXX-X level. Customer is also required to maintain the originating ANI for all outbound calls and abstain from any level of ANI manipulation in the call signaling.

Local Call Rating Exclusion: Rating outbound calls as Local only applies to calls that utilize telephone numbers (DIDs) assigned by Pearl Technologies or that have been ported to Pearl Technologies’ service as the originating ANI. Termination of calls from DIDs not provided by Banwidth.com or ported to Pearl Technologies’ service will be rated as either Interstate or Intrastate long distance. This distinction of inter versus intrastate long distance will be determined based on the Originating Automatic Number Identification (ANI) and Terminating ANI provided in the call signaling. If Pearl Technologies cannot accurately rate a call due to an invalid or omitted Originating ANI, and its rating jurisdiction is not international, Pearl Technologies will default to rating the call at the prevailing Intrastate long distance rate.

International Rates: If no rate schedule is attached, international rates are available at 972-829-2640. International per minute rates are subject to change. Pearl Technologies reserves the right to block all or a number of high cost, international routes. Customers may request to have this block removed by requesting in writing to customerservice@gopearl.net and copying their dedicated Pearl Technologies account executive.

Interstate LD Rates: All interstate dialing will be billed at the quoted flat, per-minute rate or rate schedule. LD interstate calls terminating to Alaska are an exception and will be billed at a $0.40 per minute rate.

800 Domestic Rates: Domestic 800 inbound calls are billed at the quoted flat, per-minute rate or rate schedule. 800 service is only available to 800/Toll-free DIDs provided by or ported to Pearl Technologies’ network. If no rate is specified a maximum per-minute rate of $0.06 will be applied at the discretion of Pearl Technologies.

Directory Assistance and Operator-Assisted Dialing: Pearl Technologies’ Two-Way SIP Trunk service may provide Directory Assistance (i.e. 411) and traditional Operator Assisted Dialing. Specific per call or per minute of use rates may apply.

RBOC / Wireless Thresholds for Flat Rate Charges: All flat-rate per-minute rates (Interstate LD, Intrastate LD, 800 Domestic) assume at least 75% of calls terminate (or originate for 800 domestic inbound) on either an RBOC or Wireless PSTN providers. If this threshold is not met, Pearl Technologies reserves the right to charge up to an additional $0.06 per minute on the number of minutes needed to meet this threshold.

Usage Charges Incurred with Bulk Forwarding Number Management to the PSTN: Pearl Technologies provides the capability for inbound calls to a TN associated with this service to be forwarded to a number on the PSTN (i.e. landline or cell phone) or another VoIP line. Should Customer utilize this feature, Customer will incur any applicable usage charges for the inbound leg to the original TN in addition to usage charges for the outbound forwarded leg which may be rated as interstate or intrastate depending on the TN of the originating caller or value used in the caller-id field. It is important to note that if an inbound call is forwarded to another of Customer’s Pearl Technologies provided TNs, the usage associated with the forwarding leg will be billed as either local, intrastate or interstate.

18. Billing Increments. Billing increments are set forth below.

Terminating Destination	Initial Billing Increment (Seconds)	Additional Billing Increment (Seconds)
US Domestic	6	6
International (excluding Mexico)	60	60
Mexico	60	60

19. Billing and Payment. Pearl Technologies shall bill Customer for Service rendered at the rates stated in said Service Order Form. Invoices shall include all applicable taxes, service charges, fees and surcharges. Pearl Technologies shall commence billing for the monthly recurring charges and usage (the Service) on the Service Commencement Date, as defined in Section 9. First and second month payments for the service are billed upon Service commencement. Payments are due within fifteen (15) days of the invoice date. Where applicable, service charges for the first partial month of service will be pro-rated and billed. After fifteen (15) days of non-payment, all fees will accrue interest at a rate of one and one-half percent (1.5%) per month or any part thereof, or the highest rate allowed by applicable law, and customer shall pay all collection costs incurred by Pearl Technologies (including, without limitation, reasonable attorney’s fees). Some Customers installed prior to two-thousand-and-eight (2008) may be subject to payment terms whereby payments are due within thirty (30) days from the invoice date. Additionally, Pearl Technologies reserves the right to amend said Customers to a fifteen (15) day payment term should they fail to make satisfactory payments pursuant to their current account payment term. At any point beyond provided invoice due date, where Customer has failed to make satisfactory payment as so judged by Pearl Technologies, then Pearl Technologies may give Customer written notification, by email, that Customer has committed a material breach of the Agreement due to non-payment. Said notification will be provided five (5) business days prior to Service suspension or termination. Customer must pay all outstanding charges, within said notice period, to avoid suspension or termination of Service. If Service is terminated due to non-payment, then the Termination fees described in Section 23 shall apply. In its sole discretion, Pearl Technologies may (i) require a security deposit to continue the provisioning of Service(s) if Customer’s approved level of credit is deemed insufficient; (ii) demand immediate payment by wire or other means and discontinue Service(s) should Provider determine Customer’s usage exceeds their approved level of credit (iii) immediately block Customer’s Service(s) if a Customer’s pre-paid balance is depleted or is at a level that cannot cover Customer’s estimated traffic during the time required for the Customer to replenish their prepaid balance, or if Customer refuses to make any requested payments.

20. Resumption of Service. If Customer requests that Service be restored after a suspension or termination, Pearl Technologies has the sole and absolute discretion to restore such Service and may condition restoration upon satisfaction of such conditions as Pearl Technologies determines is necessary for its protection, including requiring Customer to execute a new agreement, pay all past due statements in full, pass Pearl Technologies’s credit approval, and/or make advance payments. New nonrecurring charges also may apply to restore Service.

21. Additional NRC (if applicable). In addition to the standard NRC listed above, the following NRC, if applicable, will apply:
Service Reinstatement Fee: $200.00 plus any charges imposed by underlying carrier(s)
Missed Appointment Fee: $200.00
Rejected Credit Card/Unpaid Check: $40.00 (or legal limit)
Cancellation of Service prior to installation: $250.00
Relocation: Dependent on specific move
Upgrade Charge: Dependent on specific upgrade
Downgrade Charge: Dependent on specific upgrade

22. Inside Wiring for VoIP Component. It will be the customer's responsibility to provide any needed internal wiring or extensions (and required conduit, facilities, power, etc) for the Equipment and phones required to use the service.

23. Material Breach. Pearl Technologies or Customer may terminate this Agreement and the Service provided hereunder in the event of a material breach that is not cured within thirty (30) days following the delivery of written notice specifying said breach, except in the case of serious material breaches, so judged by Pearl Technologies. Such notice from Customer must be in the form of an email sent to customercare@gopearl.net, with “Notice of Material Breach” in the subject line of the email and Customer’s contact information in the body of the email. Such notice from Pearl Technologies shall be in the form of an email to the Customer. In the event of an uncured material breach by Pearl Technologies, the Agreement and Service shall be terminated without liability to the Customer. In the event of an uncured material breach by Customer, such as early termination of this Agreement, the following termination fees shall apply, (a) the total MRC for all components of the service for the remainder of the Service Term, (b) one hundred percent (100%) of the past due balance at the time of termination, and (c) any non-recurring charges originally waived by Pearl Technologies.

24. Termination. Upon termination of Service or this Agreement not due to a material breach, Pearl Technologies will disconnect, or will cause to be disconnected, the Service, if notified by the Customer, in writing, to customerservice@gopearl.net forty (40) days prior to termination of the agreement.

25. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 26, IN NO EVENT WILL PEARL TECHNOLOGIES OR CUSTOMER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN RELATION TO THE SIP TRUNK, DEDICATED INTERNET ACCESS SERVICE, CPE, AND/OR ANY PRODUCTS OR SERVICE PROVIDED BY THIRD PARTIES UNDER THIS AGREEMENT. PEARL TECHNOLOGIES’ MAXIMUM LIABILITY UNDER THIS AGREEMENT IS LIMITED TO SERVICE CREDITS NOT TO EXCEED THE FEES PAID TO PEARL TECHNOLOGIES BY CUSTOMER FOR THE SERVICE PROVIDED. Pearl Technologies Two-Way SIP Trunk service does not include any Class 5 features (e.g. call waiting, voicemail, etc.), nor will the service provide any of the following call types: 976, 900, or 1010xxx. Outbound local, 911, outbound 800 calls or 411 calls are only available if the call’s originating ANI is a Pearl Technologies assigned DID or a DID that has been ported to the Pearl Technologies network. All special configurations are subject to Pearl Technologies’ approval and Pearl Technologies reserves the right to terminate this agreement where proper interoperability testing has not been completed when required.

26. Indemnity. Customer shall indemnify and hold harmless Pearl Technologies from and against any loss, cost, claim, liability, damage, or expense (including reasonable attorneys' fees) to or by any third party, relating to or arising from (a) the use of the Service provided to Customer, whether or not Customer has knowledge of or has authorized access for such use, (b) any damage to or destruction of CPE not caused by Pearl Technologies or its agents, and (c) any material breach of this Agreement by Customer.

27. No Warranties and Customer Assumption of Risk. PEARL TECHNOLOGIES MAKES SERVICE COMMITMENTS UNDER THE APPLICABLE SERVICE LEVEL AGREEMENT (“SLA”); SAID SLA IS INCORPORATED HEREIN BY REFERENCE. HOWEVER, PEARL TECHNOLOGIES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR THE PEARL TECHNOLOGIES SERVICE (INCLUDING PEARL TECHNOLOGIES CPE) PROVIDED UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PEARL TECHNOLOGIES DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICE WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. PEARL TECHNOLOGIES EXERCISES NO CONTROL OVER, AND HEREBY DISCLAIMS ANY RESPONSIBILITY FOR, THE ACCURACY AND QUALITY OF ANY INFORMATION TRANSMITTED WITH THE USE OF THE SERVICE. CUSTOMER HEREBY EXPRESSLY ASSUMES THE RISK OF ITS OR ITS CUSTOMERS’ USE OF ANY INFORMATION TRANSMITTED VIA THE SERVICE.

28. Miscellaneous. Customer acknowledges and understands that Customer is to receive the Service detailed in this Agreement and the Customer is not relying on any affirmation of fact, promise or description from any person or entity, nor any other oral or written representation other than what is contained in this Agreement. Handwritten alterations or additions to this agreement made by Customer will not be considered part of this Agreement. This Agreement may only be modified, or any rights under it waived, by a separate written document executed by both parties. This Agreement shall be governed by, construed under, and enforced in accordance with, the laws of the State of North Carolina without reference to its choice of law principles. For any action or suit to enforce any right or remedy of this Agreement, (except for actions to enter or collect on judgments) the parties consent to exclusive jurisdiction and venue in the courts for Wake County, North Carolina and the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees. In the event of a conflict between this Agreement and any applicable tariff, the tariff shall prevail. Customer may not assign this Agreement without Pearl Technologies’ prior written consent. This Agreement shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. Agreement headings are provided for reference purposes only.

29. Acceptable Use Policy. All use of Service must comply with Pearl Technologies’ Acceptable Use Policy (“AUP”), which is posted at www.gopearl.net, and is incorporated herein by reference. By accepting Pearl Technologies Service, Customer agrees to comply with this AUP and any subsequent modifications thereto. Pearl Technologies reserves the right to modify this AUP from time to time, effective upon posting the AUP as modified at the URL shown above. Violation of the AUP shall be considered a material breach of this Agreement pursuant to Section 23.

30. RFC 3261 Compliance. This service is based on RFC 3261 – “SIP-Session Initiation Protocol” and requires Customer to conform to this standard. In the event Pearl Technologies determines that Customer is in violation of RFC 3261 and this violation prevents Pearl Technologies from accurately rating or billing Customer’s calls, Pearl Technologies reserves the right to bill the customer based on their estimated usage and rates, based on Pearl Technologies’ discretion.

31. Resale Prohibition. The Service provided shall be for Customer use only with no authorization for the Customer to resale service to others. Customer agrees to comply with said prohibition and understands should Customer fail to adhere to this provision Pearl Technologies shall immediately terminate Customer service. Additionally, Pearl Technologies shall find Customer in breach of contract with full termination penalties due as outlined in section 23 of this agreement. Customer will also be liable for any additional charges and damages which may be incurred as a result of unauthorized resale.

Pearl Technologies Commercial Wireless Terms and Conditions

"We", "us" and "our" refer to Pearl Technologies, LLC. "You” and "your" refer to the customer identified on the attached Cover Page. "Terms" means these Commercial Terms and Conditions. “Agreement” means the attached Cover Page, these Terms, and any terms attached hereto or incorporated by reference in either of the foregoing. "Service(s)" refers to access services ("Access Services") you ordered on the attached Cover Page, and any other services (e.g., voice services) we provide to you. "Equipment" means hardware or software we use or provide to you in connection with Services.

1. Our Duties. Subject to all terms of this Agreement, we will provide you Services and you will pay for those Services. These Terms include and incorporate by this reference our Internet Acceptable Use Policy (“AUP”), a current version of which is attached hereto as Exhibit “A”, and you agree that you have reviewed, understand and agree to the AUP. Any private line services (“Private Line”), including but not limited to Metro Ethernet private line point to point circuits, shall be provisioned as a dedicated circuit. Any traffic traversing Customer's Private Line circuit will be segmented from other customer's traffic and will not traverse the Internet. The traffic will not be subject to degradation from other customers or Internet outages.

2. Availability of the Service. We are not liable for Service performance issues caused in whole or in part by you, by third parties, by your equipment or by Equipment you install or maintain or have a third party install or maintain. We are not liable for adverse performance of Services during modifications, relocation, or repairs to Equipment, provided that we give you notice of such activities.

3. Equipment. You grant us and our agents full right and authority of entry and access, across, under and over your Premises identified on the attached Cover Page (“Premises”) to install, inspect, maintain, repair and remove Equipment, and to do anything necessary with respect to the Services or Equipment, for as long as we provide Service or as long as Equipment is on the Premises. While on the Premises, we will abide by all reasonable security procedures you have in place.. You represent and warrant to us that you have the authority to grant us the right and authority of entry and access under this Section. You will abide by all license agreements associated with any computer software. We may supply new or reconditioned Equipment to you. We have no liability whatsoever for any loss, damage, or expense arising out of Equipment provided by you or a third party. You will not move Equipment from the location where installed or open, tamper with, make changes to, or try to repair, Equipment without our prior written permission. You assume all risk of loss of Equipment at the Premises resulting from abuse, misuse or intentional damage of any Equipment.

4. Charges. Except for Installation Fees specified on the attached Cover Page, which are due and payable immediately, you will pay all charges for use of Services and Equipment in full within 25 days after receiving our invoice. If you do not notify us of a billing dispute within 14 days of receiving our invoice, you waive all rights to dispute that invoice. You will pay any local, state or federal taxes, charges or fees, including all applicable regulatory surcharges and fees, in connection with the Services, along with all third party charges, including all applicable taxes, incurred while using the Services. You will pay interest on past-due amounts at the rate of 1.5% per month until paid in full.

5. Term. This Agreement is effective as of the Effective Date set forth on the attached Cover Page and shall remain in effect until you no longer take any Services and all of our Equipment provided to you or installed at the Premises has been returned to us and you have paid all charges. The Initial Service Term commences on the “Installation Date”, which is the date we complete the installation of Services and Equipment and the Services and Equipment are ready for your use. You may cancel Services and/or terminate this Agreement effective at the end of the Initial Service Term by providing us written notice of your intent to cancel thirty days’ prior to the end of the Initial Service Term. If you do not provide such written notice, the Initial Service Term will automatically renew, and you agree that you will continue to take, and pay for, the Services, for the Extension Service Term indicated on the attached Cover Page and thereafter on a month-to-month basis; provided, however, that you may, after the end of the Extension Service Term, cancel the Services at any time by giving us thirty days’ prior written notice to that effect. Upon cancellation of any Service, you will return any related Equipment (other than Equipment you bought from us) in its original condition and working order. We will use commercially reasonable efforts to complete the installation of Services and Equipment and make the Services and Equipment ready for your use on or by the Estimated Installation Date(s) set forth on the attached Cover Sheet, but we cannot guarantee Services availability on the Estimated Installation Date(s), and we will not be in breach of this Agreement, or otherwise liable, for failure of Services to be available on the Estimated Installation Date(s).

6. Limitation of Liability. OUR LIABILITY IS SUBJECT TO ALL TERMS OF THIS AGREEMENT. OUR TOTAL LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES OR EQUIPMENT IS LIMITED TO ACTUAL, DIRECT DAMAGES, BUT IN NO EVENT ARE WE LIABLE FOR ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNTS YOU PAID TO US FOR SERVICES DURING THE 12 MONTHS PRIOR TO THE TIME WHEN THE LIABILITY AROSE. IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES, AGENTS AND AFFILIATES BE LIABLE WITH RESPECT TO THIS AGREEMENT, ANY SERVICES OR ANY EQUIPMENT FOR ANY TYPE OF INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, OR LOST SAVINGS OF ANY KIND, WHETHER ARISING UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. THESE LIMITS DO NOT APPLY TO DAMAGES FOR DEATH OR BODILY INJURY.

7. No Resale; Fixed Location Use. Services and Equipment are for your internal use only and you will not share, resell or assign the Services or any Equipment (other than Equipment you bought from us) without our prior written consent. The Services may not be moved to, or used from, any location other than the location to which the Services are first provided, without payment of new connection fees and any applicable early termination charge(s).

8. Events of Default. You are "in Default” if: (i) you fail to make payment when due and such failure is uncorrected for five (5) calendar days after notice by us; (ii) you breach any other provision of this Agreement and such breach is uncorrected for ten (10) calendar days after notice by us; or (iii) your use, or the use of any person accessing or using the Services or Equipment, violates, or is alleged to violate, any applicable law, rule, regulation or policy of any governmental authority. We may refuse, suspend, discontinue, or terminate Service(s) and remove Equipment and/or terminate this Agreement without notice if (a) you are in Default, or (b) Service is used in a manner that violates this Agreement or any applicable law, rule, regulation or policy of any governmental authority or affects provision of any service to you or any other users.

9. Indemnification. You will indemnify, defend and hold harmless us, our directors, officers, stockholders, employees, agents and affiliates from and against any liability, loss, damage, or expense arising in connection with any actual or threatened claim, action, or proceeding arising out of any act or omission by any person (other than us) accessing Services or Equipment, whether authorized by you or not, which violates, or is alleged to violate, this Agreement or any applicable law, rule, regulation or policy of any governmental authority.

10. Self-Installation. We will have no liability whatsoever for any inability to use the Services or Equipment due to, or damage caused by, installation, maintenance or removal of Equipment by you or a third party chosen by you. You will indemnify, defend and hold harmless us, our directors, officers, stockholders, employees, agents and affiliates from and against any liability, loss, damage, or expense in connection with claims, actions, or proceedings arising out of installation, maintenance or removal of Equipment by you or a third party chosen by you.

11. No Liability for Content. We have no responsibility for, or obligation to control, content available through the Services, and you access and use the Services and such content at your own risk. Neither we nor our directors, officers, stockholders, employees, agents or affiliates will have any liability whatsoever for claims, losses, actions, damages or proceedings relating to such content. We have the right (but not the duty) to monitor content accessed, transmitted or used by anyone accessing Services or Equipment, whether authorized by you or not, and to disclose information as necessary to satisfy any law, regulation or other governmental request, to operate the Services or to protect us or other users. We may remove any materials that we deem to be undesirable or in violation of this Agreement. Without limiting any other provision of this Agreement, you will not, and will not cause or permit any other person to, use Equipment or Services: (i) to violate, or in connection with any act or omission which violates, any law, rule, regulation or policy of any governmental authority; (ii) for any unlawful, immoral, invasive, infringing, harassing, defamatory, fraudulent, or obscene purpose; or (iii) in a manner that violates Pearl Technologies’ then-current publicly available policies regarding acceptable use of Equipment or Services (including without limitation the AUP). You will indemnify, defend and hold harmless us, our directors, officers, stockholders, employees, agents and affiliates from and against any liability, loss, damage, or expense arising in connection with a claim that use of Equipment or Services by anyone, whether authorized by you or not, infringes any right of any third party.

12. WARRANTIES. Commencing on the Installation Date, the Services will operate as substantially continuously, except for (i) regularly scheduled maintenance, (ii) maintenance required as a result of matters beyond our reasonable control, (iii) events beyond our control, or (iv) your failure to perform in accordance with this Agreement.

Service Level Agreement per Circuit SLA Value
Service Availability with Single Lateral 99.9%
Service Availability with Diverse Dual Lateral 99.99%
Service Availability with Diverse Dual Lateral and Managed Redundancy 100%
Layer 2 Packet Loss Less than 1%
Layer 2 Latency (One Way) Less than 40 msec
Layer 2 Jitter (One Way) Less than 10 msec
Mean Time-To-Repair (MTTR) 4 Hours

Upon a failure of the Services to operate as described in this Section 12, we will grant you a credit against future amounts due hereunder calculated as follows ("Service Credit(s)"): for each sixty (60) minute period that the Access Services are the subject of a continuous Interruption, we shall grant you a credit equal to 1/720 of the monthly recurring charge for the affected Services. To receive Service Credit(s), you must request Service Credit(s) in writing within thirty (30) days after the occurrence of the Interruption which gave rise to such Service Credit(s). For purposes of the foregoing, "Interruption" means a total failure of the Services to operate as described in this Section 12. The duration of any Interruption will commence when you first report the Interruption to us and will end when the Interruption ceases. You agree to promptly: (i) notify us of any Interruption, (ii) cooperate with us in implementing any required fixes and (iii) provide us with any monitoring data used by you to determine the existence of an Interruption and its duration. Service Credits shall be your sole and exclusive remedy for any failure of the Services to operate as described in this Section 12. EXCEPT FOR EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL EQUIPMENT AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR CONTRACTUAL, AND ANY WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED.

13. Access Services. You are solely responsible for backing-up all data prior to installation, inspection, maintenance, repair or removal of Equipment. We will have no liability whatsoever for any damage to your computer, software, files, data or peripherals or for breaches of your security (including access to your computer, software, data or peripherals) in connection with Access Services (excluding damages for death or bodily injury). You represent that you have reviewed the minimum technical requirements necessary to use Access Services and that computer(s) in which Equipment will be installed or which use Access Services meets these requirements. You must possess original (or equivalent) media (CD, disk, etc.) for the operating system of that computer(s) in order for installation of Access Services and related Equipment to be successful.

14. General. We are not liable if our performance is delayed or prevented by causes beyond our control such as an act of God, natural disaster or any unforeseen action by you or third parties that impairs the use of our Service or Equipment. This Agreement will be governed by the laws of the State of Texas (without regard to its conflict of law principles) and applicable tariffs and similar documents (including any publicly available price lists) (“Tariffs”), and state and federal laws, rules, and regulations. Our obligations are subject to any applicable law, rules or regulations, and any of our or our affiliates’ Tariffs or Tariffs of third parties we contract with, and in the event of a conflict between the terms of any applicable Tariff, rule, or regulation and this Agreement, the Tariff, rule, or regulation controls with respect to the conflicting provision, but all non-conflicting provisions of this Agreement continue to apply. Provisions regarding payment, limitation of liability, exclusions of warranties, arbitration and indemnification will survive termination of this Agreement. Except as provided in this Agreement, neither party may amend or modify this Agreement except by a writing signed by both parties. You may not assign any of your rights or obligations under this Agreement, or any Services or any Equipment, without our prior written consent. This Agreement, as amended from time to time, along with any orders accepted by us and any applicable Tariffs, constitute the entire agreement of the parties with respect to Services and Equipment, and supersede all prior oral or written agreements, understandings, representations and warranties. In the event of a conflict between the terms of any orders and this Agreement, this Agreement will control. Any provision of this Agreement determined by a legal authority of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the validity or enforceability of such provision in any other jurisdiction. Any additional or varying terms contained in your preprinted forms, purchase orders, correspondence or other documents transmitted to us shall be of no effect.

15. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, any Services or any Equipment shall be settled by binding arbitration in Dallas, Texas, administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction thereof. Arbitrator(s) may award costs and reasonable attorney’s fees to the prevailing party, but may not award punitive damages or any damages other than actual direct damages.

Pearl Technologies Internet Acceptable Use Policy (AUP) Introduction

1.1. This Acceptable Use Policy applies to all users (“End Users”) of Pearl Technologies, LLC. ("Pearl Technologies") services (the "Services"). All End Users must comply with this Internet Acceptable Use Policy ("AUP"), Services are provided to an End User on express condition that he or she agrees to comply fully with all provisions of this AUP.

1.2. Pearl Technologies does not monitor under normal circumstances the content of any Web site, electronic mail transmission, news group, or other material created, transmitted, or accessed over or through the Services. However, we reserve the right to suspend or terminate any Services, or take any other action, if we believe that your use of the Services, in our sole discretion, may be illegal, subject Pearl Technologies to liability, or violate this AUP. Pearl Technologies may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Pearl Technologies does not accept responsibility for the content of the materials and information published by others, which are accessible through the Services, and does not accept responsibility for the violation of any laws resulting from such publication.

1.3. End Users must abide by the laws of the state and country in which they reside, including all copyright laws and regulations, tariff regulations, and export controls, treaties and international law.

1.4. Use of Services constitutes an End User’s acceptance of and agreement to abide by all of the policies of Pearl Technologies, including this AUP, as such policies may be modified by Pear Technologies at any time and from time to time, and to use such services for lawful purposes in compliance with all applicable laws. Use of Pearl Technologies' services is at the risk of the End User. Electronic Communications Privacy Act Notice (18 USC 2701-2711) Pearl Technologies MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON ITS NETWORK OR ANY OTHER NETWORK. Pearl Technologies SHALL NOT BE LIABLE FOR THE PRIVACY OF E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT STORED ON Pearl Technologies' EQUIPMENT, TRANSMITTED OVER NETWORKS ACCESSED BY Pearl Technologies, OR OTHERWISE CONNECTED WITH USE OF THE Pearl Technologies NETWORK.

Policies

2.1. Pearl Technologies accounts may be used only by the authorized owners of the accounts, except where specifically authorized by Pearl Technologies system administrators. Revealing your account username or password to others or allowing use of your account by others is prohibited.

2.2. Resale, trade of transfer any account without express written consent from Pearl Technologies is prohibited. Attempting to obtain access beyond that for which a customer is authorized will be grounds for immediate termination of such customer's account.

2.3. Attempting to defeat identification procedures, gain passwords or encryption codes, penetrate security measures, circumvent user authentication or use of the Pearl Technologies network to gain unlawful or unauthorized entry to another machine on the Internet or any other network; use of an Pearl Technologies account to or attempt to alter or destroy data belonging to Pearl Technologies or another user on any computer network; and use of the Pearl Technologies system as a staging ground to "crack" other systems will be grounds for immediate termination of such customer's account.

2.4. Transmission, redistribution, reproduction or commercial exploitation of information available on Pearl Technologies' network without the permission of its owner or in violation of applicable copyright laws or patents will be grounds for immediate termination of such customer's account.

2.5. Abusive or inappropriate use of any Service, including any behavior which disrupts the normal use of the system or Internet services of others, inhibits any user form accessing the Internet, interferes with the proper operation of Pearl Technologies' network or impairs the availability, reliability or quality of Pearl Technologies service for other customers will be subject to the sanctions described below.

2.6. General: It is also a violation of this AUP for any End User to affect or participate in any of the following activities:

2.6.1. exporting software or technical information in violation of U.S. export control laws;

2.6.2. making fraudulent offers of items, products, or services originating from a customer's account;

2.6.3. using non-authorized relays through any third party systems, or using or tolerating the use by others of Services as a relay for any use not permitted by this AUP;

2.6.4. "flooding" or overburdening recipient computer systems by sending a high volume of spurious data which impedes functionality or disables the recipient system, or any other methods of denial of service of another;

2.6.5. storing or distributing on Pearl Technologies servers illegally-acquired information, programs containing malicious code, including viruses, trojans or worms or tools to comprise the security of other sites;

2.6.6. using programs such as packet sniffers, host and/or service monitoring or other similar programs;

2.6.7. engaging in any of the above activities using the service of another provider but channeling such activities through an Pearl Technologies account or re-mailer or using Pearl Technologies account as a mail drop for responses;

2.6.8. directing commercial advertising to groups in violation of their charters;

2.6.9. publishing or distributing obscene or defamatory materials; and

2.6.10. willfully violating the posted Acceptable Use Policy of any Internet Service Provider (ISP) or network.

2.6.11. Illegal use. Using the Services to transmit any material (by email, uploading, posting, or otherwise) that, intentionally or unintentionally, violates any applicable federal, state, local or international law, or any rules or regulations promulgated there under, or permitting any other person to do any of the foregoing, whether through action or inaction.

2.6.12. Harm to minors. Using the Services to harm, or attempt to harm, minors in any way.

2.6.13. Threats. Using the Services to transmit any material (by email, uploading, posting, or otherwise) that threatens or encourages bodily harm or destruction of property.

2.6.14. Harassment. Using the Services to transmit any material (by email, uploading, posting, or otherwise) that harasses another.

2.6.15. Fraudulent acts. Using the Services to make fraudulent offers to sell or buy goods or services or to conduct any type of financial scam, including without limitation "pyramid schemes," "Ponzi schemes," and "chain letters."

2.7.16. Unsolicited messaging. Using the Services to transmit or facilitate any unsolicited advertising or promotional messaging, or bulk messaging, including but not limited to email and instant messages.

2.7.17. Forgery or impersonation. Adding, removing or modifying identifying network header information to deceive or mislead, or to impersonate any person (excluding using anonymous remailers or nicknames not intended to impersonate and deliberately misleading headers ("munging" headers) in news postings to safeguard against spam email address collectors).

2.7.18. Unauthorized access. Using the Services to access, or attempt to access, accounts of others, or to penetrate, or attempt to penetrate, security systems of Pear Technologies or any other organization, or to access or attempt to access the communications network of Pearl Technologies or any other organization without authority, whether or not such actions disrupt or affect any data or other information.

2.7.19. Copyright or trademark infringement. Using the Services to transmit any material (by email, uploading, posting, or otherwise) that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of another, including without limitation, unauthorized copying of copyrighted material, digitization and distribution of photographs from publications, web sites, or other copyrighted sources, and unauthorized transmission of copyrighted software.

2.7.20. Collection of personal data. Using the Services to collect, or attempt to collect, personal information about others without their knowledge or consent.

2.7.21. Network disruptions. Using the Services in any manner which adversely affects the ability of other people or systems to use the Services, including without limitation "denial of service" (DoS) attacks against another network host or user, interfering with or disrupting use or enjoyment of the Services by other users, or tampering with any network equipment (whether in or out of the site of use).

2.8. Email, Newsgroups and Internet Relay Chat

2.8.1. Email is a person-to-person medium and not a broadcast medium. Harassing others by "mail-bombing" or "spamming", which constitutes sending the same or substantially similar unsolicited electronic mail messages to a large number of recipients, or more than ten (10) similar mail messages to the same email address, or 10Mb of data to a newsgroup is grounds for termination of a customer's account. Threatening bodily harm or property damage to individuals or groups, for example, making terrorist threats is also strictly prohibited and is grounds for termination.

2.8.3. Certain restrictions relating to newsgroup postings have been established by Usenet and are respected by Pearl Technologies. Customers of Pearl Technologies unconditionally agree to abide by such restrictions, protocols and policies in using their accounts.

2.8.4. The following activities are specifically prohibited by Pearl Technologies in connection with the use of email, newsgroup or IRC services:

2.8.4.1. distributing malicious software which contributes to or assists in "mail-bombing" or "spamming";

2.8.4.2. sending unsolicited, junk or chain letter email for the purpose of advertising or soliciting, or using Pearl Technologies Internet's email address to collect responses from unsolicited email;

2.8.4.3. attempting to impersonate any person, using forged email or Usenet headers or other identifying information;

2.8.4.4. using a news server for software distribution, cross-posting messages to more than 10 newsgroups and posting off-topic messages and advertising to newsgroups;

2.8.4.4. posting frivolous, excessively vulgar or repetitious messages to newsgroups;

2.8.4.5. posting binary or excessively large unrelated text files to non-binary newsgroups;

2.8.4.6. installing "auto-responders," "cancel-bots" or similar automated or manual routines which generate excessive amounts of net traffic, or disrupt newsgroups or email use by others;

2.8.4.7. transmitting blanket postings to all or large numbers of newsgroups simultaneously without regard to the newsgroups' topics; and

2.8.4.8. using IRC bots in violation of any accepted policies on IRC servers.

2.8.4.9. Posting to any newsgroup in violation of a group's charter, published guidelines, FAQs, "community standards", other "netiquette" standards, this AUP, or any law or regulation, including without limitation continued posting of off-topic articles or advertisements, deleting or canceling another's posting. We reserve the right to delete or cancel any posting which violates this AUP. If you decide to use our service to offer any public information service, such as running a web server or FTP server, you will experience a diminution in performance. We are not responsible for any diminution of service resulting from your operation of such public information services.

End User Responsibilities

3.1. All End Users who publish materials and information which are accessible through the Services are solely responsible for the content of such materials and information and are solely responsible for compliance with all laws applicable to the publication of such materials and information.

3.2. Each Pearl Technologies account holder is responsible for charges incurred by others to whom the account holder has given its username and/or password, and for charges incurred by a person who has obtained such account holder's username and/or password prior to such account holder's notification to Pearl Technologies of such fact.

3.3. Pearl Technologies customers are solely responsible for all traffic emanating from their networks. Each End User is responsible for ensuring that his or her site of use and computer and other network facilities at the End User's premises are protected against unauthorized access and are continuously configured in a secure manner. If an End User is provided a password or other security device by which to access or use the Services, the End User shall safeguard and maintain the integrity and confidentiality of such password or security device.

3.4. Also, each account holder must immediately notify Pearl Technologies of any unauthorized use of such account holder's account, of any breach or attempted breach of security, if it is believed that such account holder's password has been compromised or of any other violations of this AUP.

Actions by Pearl Technologies for Noncompliance or Violation

4.1. Use of an Pearl Technologies account or service in an illegal manner is grounds for immediate termination of such account. End Users should be aware that Pearl Technologies views such activities very seriously and may disclose prohibited activities to law enforcement agencies, including the Federal Bureau of Investigation, with whom Pearl Technologies will fully cooperate. Pearl Technologies will cooperate with appropriate law enforcement agencies involved in investigating instances that may be reported to such authorities by subscribers or other users who believe they are being subjected to potentially unlawful harassment.

4.2. Pearl Technologies reserves the right to conduct its own investigation of suspected violations of this AUP.

4.3. Each account holder understands and acknowledges that Pearl Technologies has the right to terminate any account for any reason that Pearl Technologies interprets as a violation of this AUP and such account holder will be liable for any and all costs incurred by Pearl Technologies as result of such violation.

4.4. Pearl Technologies will review alleged violations of this AUP on a case-by-case basis. Violations, which are not promptly remedied, may result in disciplinary action, including referral to appropriate authorities for civil or criminal prosecution. Pearl Technologies's decisions in all such matters are final. Pearl Technologies does not assume any liability to any account holders, users or others for its failure to enforce this AUP.

4.5. Nothing herein is to be construed to limit Pearl Technologies' remedies in any way, to recover costs, identify and remove offenders, levy cancellation charges or pursue any other remedies at law or in equity.

4.6. Pearl Technologies may take any one or more of the following actions in response to a reported violation of this AUP:

issue verbal or written warnings to the offending End User. suspend the End User's Services.
terminate the End User's Services.
invoice the End User for administrative costs and expenses associated with his or her violation of this AUP, all of which costs and expenses shall be paid by the End User in full within twenty-five (25) days of invoice date.
bring legal action against the End User to enjoin violations and/or to collect damages, if any, caused by violations, without prejudice to any other rights at law or in equity which Pearl Technologies may have against the End User or any other party.

Pearl Technologies RESERVES THE RIGHT TO MODIFY THIS POLICY AT ANY TIME AND FROM TIME TO TIME WITHOUT NOTICE.