ÿþ<!doctype html public "-//w3c//dtd html 4.0 transitional//en"> <html> <head> <style> a {color:blue} html, body { margin:0; padding-left:30; padding-right:10; text-align:justified; } </style> <style type="text/css"> a { behavior: url('iepngfix.htc') } </style> <style type="text/css"> #fnt010 { font: bold 28px Arial; color:black; } #fnt011 { font: bold 24px Arial; color:black; } #fnt012 { font: 16px Arial; text-align:justify; color:black; } </style> </head> <body> <div style="position:absolute; float:left; top:5px; padding-left:30px; padding-right: 20px; z-index:100;"> <a name = "top"> <p id="fnt010"> General Service Agreement</p> </a> <p> <table> <tr> <td> <a href = "#general"> General Terms and Conditions </a> </td> </tr> <tr> <td> <a href = "#phone"> Digital Phone Service (Voice over IP) Terms and Conditions </a> </td> </tr> <tr> <td> <a href = "#exhibit"> Exhibit A: The  Services Terms and Conditions </a> </td> </tr> </table> </p> <a name = "general"> <p id="fnt011"> <u> General Terms and Conditions </u> </p> </a> <p id="fnt012"> <b> 1. Before setting up an account with InterCELL </b> </p> <p id="fnt012"> Please read the terms and conditions of this General Service Agreement before setting up an account with INTERCELL TECHNOLOGY LTD., operating name InterCELL. The terms and conditions of this Agreement and Exhibits attached (as/if applicable) will govern the relationship between you (the "Customer") and InterCELL. <br> InterCELL provides OmniCLOUD&trade; Service: Cloud Computing, High Speed Internet Access, Digital Phone Service (Voice over IP), Wireless, Data and IPTV services (the "Services") as they may exist from time to time, to Customers who establish accounts with InterCELL. By establishing an account with InterCELL or using any software ("Software") provided, developed, licensed or owned by InterCELL, a Customer agrees to be bound by this Agreement and to use the Services in compliance with this Agreement and other InterCELL policies posted from time to time on InterCELL's websites (the InterCELL <a href="http://www.intercelltech.ca"> www.intercelltech.ca</a>&nbsp, <a href="http://www.myomnicloud.com"> www.myomnicloud.com </a> and <a href="http://omnicloudpro.com"> www.omnicloudpro.com </a>). <br> InterCELL may change or modify or add to the terms and conditions of this Agreement, the Services it provides and the fees it charges at any time. Such changes, modification or additions will be effective immediately upon posting on the InterCELL Websites. Customers should review the InterCELL Websites periodically to be aware of any changes to this Agreement. </p> <p id="fnt012"> <b> 2. Customers </b> </p> <p id="fnt012"> Users of InterCELL's Services must be at least eighteen years old or have the consent of their parents or legal guardians. Therefore, if the Customer is an individual, he or she certifies that he or she is at least eighteen years old. Each Customer assumes all responsibility for the use of the Services and his, her or its account by underage users. This Agreement is not assignable by the Customer. </p> <p id="fnt012"> <b> 3. Contacting InterCELL</b> </p> <p id="fnt012"> A Customer may contact Intercell Technology Ltd. (InterCELL) Customer Service Department as follows: <br> <ol type = "disc"> <li id="fnt012" > by telephone at 1.855.770.3996 </li> <li id="fnt012" > by email at <a href="&#109;&#097;&#105;&#108;&#116;&#111;:&#105;&#110;&#102;&#111;&#064;&#105;&#110;&#116;&#101;&#114;&#099;&#101;&#108;&#108;&#116;&#101;&#099;&#104;&#046;&#099;&#097;">customerservice@intercelltech.ca</a> customerservice@intercelltech.ca </li> <li id="fnt012" > by registered or certified mail at 56 WOODVIEW CRT SW, CALGARY, ALBERTA T2W4X4, CANADA </li> </ol> <p id="fnt012"> <b> 4. Fees </b> </p> <p id="fnt012"> InterCELL's current fee schedule for Services is posted on the InterCELL Websites. InterCELL may change or modify or add to the fees it charges at any time. Such changes, modification or additions will be effective immediately upon posting on the InterCELL Websites. Customers should review the InterCELL Websites periodically to be aware of any changes to InterCELL's fee schedule. </p> <p id="fnt012"> <b> 5. Payment Obligations </b> </p> <p id="fnt012"> A Customer must provide InterCELL with accurate and complete billing information including legal name, address, telephone number, and credit card/billing information and must advise InterCELL of any changes to this information within 30 days of the change. A Customer is responsible for all charges to his, her or its account. Customers having questions regarding charges to an account should contact InterCELL's Customer Service Department. All charges are considered valid unless disputed in writing within 60 days of the billing date. Adjustment will not be made for charges that are more than 60 days old. Charges are billed to a Customer's credit card each month. InterCELL is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by InterCELL. InterCELL may, in its sole discretion, suspend or cancel a delinquent account. Suspension or cancellation of a delinquent account by InterCELL will not relieve the Customer of responsibility for all charges accrued to the date of suspension or cancellation or for all late charges, collections fees or similar amounts incurred in connection with the account. </p> <p id="fnt012"> <b> 6. Setting up an Account </b> </p> <p id="fnt012"> When a Customer sets up his, her or its account, he, she or it must provide a valid email address and choose a password. Only the Customer and those authorized by the Customer when setting up his, her or its account are authorized to use the account. A Customer should keep his, her or its password confidential. InterCELL is not responsible for charges incurred by the unauthorized use of the Customer's account. If a Customer discovers any unauthorized use of his, her or its account, he, she or it should contact InterCELL immediately at InterCELL's Customer Service Department. </p> <p id="fnt012"> <b> 7. Terminating an Account </b> </p> <p id="fnt012"> A Customer may terminate his, her or its account at any time upon notice to InterCELL's Customer Service Department. If notice of termination is received from the Customer at least 5 business days prior to the end of a billing period, termination of the account will be effective at the end of such billing period. If a notice of termination is received less than 5 business days prior to the end of a billing period, termination will be effective at the end of the following billing period and charges to the account will continue to accrue until the end of the following billing period. InterCELL may terminate a Customer's account at any time and for any reason including, without limitation, if the Customer is in breach of this Agreement. Upon termination of a Customer's account, the Customer will remain liable for payment of all charges incurred to the date of termination, the Customer will remain liable under the Indemnity set forth in Section 9 and the Disclaimer and Limitations of Liability provisions of Section 10 will continue for the benefit of InterCELL. <p id="fnt012"> <b> 8. Monitoring Use </b> </p> <p id="fnt012"> InterCELL has no obligation to monitor the use of the Services, but InterCELL may do so and it may disclose information regarding the use of the Services if, for any reason it believes, in its sole discretion, that it is reasonable for it do so including, without limitation, in order for it to satisfy any legal requirements or requests, to operate the Services properly or to protect itself and its Customers. <p id="fnt012"> <b> 9. Indemnity </b> </p> <p id="fnt012"> The Customer agrees to defend, release, indemnify and hold InterCELL harmless from all liabilities, claims and expenses of any nature or kind including without limitation reasonable legal fees, arising from the use of the Customer's account or the use of the Services by the Customer or arising from any breach of this Agreement by the Customer. <p id="fnt012"> <b> 10. Disclaimers and Limitations of Liability by InterCELL </b> </p> <p id="fnt012"> THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE NOT GUARANTEED AND ARE PROVIDED ON AN "AS IS" BASIS AND THAT USE OF THE SERVICES BY THE CUSTOMER IS AT THE CUSTOMER'S OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT: <br> <ol type = "a"> <li id="fnt012" >InterCELL does not represent or warrant that any Service will be uninterrupted, error-free. </li> <li id="fnt012" > All conditions, representations and warranties, whether express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose or title or non-infringement are disclaimed and expressly excluded from this Agreement, except to the extent such disclaimer is prohibited by law. </li> <li id="fnt012" > InterCELL is not responsible for the content of the information and material available through the Internet. InterCELL makes no representations or warranties and gives no guarantees as to the quality, suitability, truth, accuracy or completeness of any information or materials contained on the Internet. Any questions regarding any such information or materials should be directed to the providers of such information or materials. </li> <li id="fnt012" > InterCELL will not be liable for any claims arising either directly or indirectly from the accessing, downloading, installation, use, reproduction of and/or receipt or distribution of any information or material through any Services. </li> <li id="fnt012" >InterCELL will not be liable for any direct, indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, data or other economic advantage) however such damage may arise, whether in tort as a result of breach of contract, even if InterCELL has been previously advised of the possibility of such damage. </li> <li id="fnt012" >The Customer acknowledges the inherent risks to security, confidentiality and privacy of wireless communication and agrees that he, she or it is solely responsible for ensuring the security of his, her or its data and/or equipment used in connection with the Services and that he, she or it will not may any claim against InterCELL for re-run time, lost data, inaccurate output, work delays or lost profits resulting from the use of the Services. </li> </ol> <p id="fnt012"> <b> 11. Acceptable Use </b> </p> <p id="fnt012"> InterCELL's dedication to customer service means that InterCELL strives to maintain Services that provide Customers with an enjoyable Internet experience free from interference by those who use the Services in an improper or unlawful manner. Accordingly, InterCELL's Acceptable Use Policy as described in this Section is incorporated in and forms part of this Agreement and all users of InterCELL's Services must comply with it. A Customer's use of the Services is governed by applicable local, provincial, national and international laws and regulations, including without limitation laws relating to copyright, trademark, obscenity, defamation, the right of privacy, false advertising and fraud. In addition to complying with such laws and regulations, each Customer is expected to use his, her or its best judgment and to be respectful of others. A Customer must use his, her or its best efforts to avoid interfering with the use of the Services by others and to ensure that he, she or it follows rules of proper conduct. Although InterCELL does not exercise editorial control or review over the content of any web site, electronic mail transmission, newsgroup or other material created or accessible by using the Services, it may remove, block, filter or restrict by any other means any materials that in InterCELL's sole discretion, may be illegal, may subject InterCELL to liability, or which violate this Acceptable Use Policy. InterCELL may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. The following is a list of activities that are violations of this Acceptable Use Policy. This list is intended to be illustrative, only. It is not exhaustive. There may be other activities that violate this Acceptable Use Policy. InterCELL is the sole and final arbiter of what is an acceptable use of the Services. Without limitation, a Customer will be in breach of this Acceptable Use Policy and this Agreement if he, she or it: <br> <ol type = "a"> <li id="fnt012" > uses the Services to transmit any material (by uploading, posting, email or otherwise) that intentionally or unintentionally violates any applicable local, provincial, national or international law or any rules or regulations made the reunder including without limitation material that is threatening, abusive, tortuous, harassing, defamatory, libellous, obscene, invasive of another's privacy or hateful; </li> <li id="fnt012" > uses the Services to harm or attempt to harm children in any way;</li> <li id="fnt012" > uses the Services to make fraudulent offers to sell or buy products, items or services or to advance any type of scam, financial or otherwise, such as "pyramid schemes", "Ponzi schemes", unregistered sales of securities, securities frauds and chain letters;</li> <li id="fnt012" > adds, removes or modifies identifying network, message or article header information or other identifiers in an effort to deceive or mislead others; attempts to impersonate any person by using forged headers or other identifying information provided, however, that the use of anonymous remailers or nicknames are not in themselves impersonation;</li> <li id="fnt012" > uses the Services to transmit material by (uploading, posting, email or otherwise) that the user does not have a right to make available to others whether under any law or any contractual or fiduciary relationships;</li> <li id="fnt012" > uses the Services to transmit any unsolicited commercial email or unsolicited bulk email or uses deliberately misleading headers in emails sent to multiple parties;</li> <li id="fnt012" > uses the Services to transmit any material by (uploading, posting, email or otherwise) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;</li> <li id="fnt012" > uses the Services to access or attempt to access the accounts of others, or to penetrate or attempt to penetrate security measures of InterCELL's or any other's computer software or hardware, electronic communications system or telecommunications system, whether or not resulting in disruption of service or the corruption or loss of data;</li> <li id="fnt012" > disobeys any requirements, procedures, policies or regulations of any networks connect to the Services;</li> <li id="fnt012" > uses the Services to transmit any material by uploading, posting, email or otherwise that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any other person;</li> <li id="fnt012" > uses the Services to collect or attempt to collect personal information about another person without that person's knowledge or consent;</li> <li id="fnt012" > resells the Services without authorization to do so by InterCELL; or</li> <li id="fnt012" > uses the Services for high volume date transfers including in particular but without limitation sustained high volume data transfers or uses the Services to host a server including without limitation to host a web server or an IRC server </li> </ol> <p id="fnt012"> <b> 12. In the event InterCELL's Acceptable Use Policy is violated </b> </p> <p id="fnt012"> InterCELL requests that anyone who believes that InterCELL's Acceptable Use Policy is being violated contact InterCELL at InterCELL's Customer Service Department and provide as much of the following information as possible: </p> <ol type = "disc"> <li id="fnt012"> the IP address used to commit the alleged violation </li> <li id="fnt012"> the date and time of the alleged violation, including the time zone</li> <li id="fnt012"> evidence of the alleged violation </li> </ol> <p id="fnt012"> When reporting a matter regarding unsolicited email please provide a copy of the unsolicited email messages with full headers, if possible. Upon receiving notice of an alleged violation InterCELL may take such action as InterCELL in its sole discretion may determine including without limitation: </p> <ol type = "disc"> <li id="fnt012"> issuing warnings, written or verbal</li> <li id="fnt012"> suspending or terminating the account of a Customer who violates the Acceptable Use Policy</li> <li id="fnt012"> charge a Customer who violates the Acceptable Use Policy with administrative costs and/or reactivation charges bring legal action to enjoin violations and/or to collect damages </li> </ol> <a href = "#top"> Back to Top </a> <a name = "phone"> <p id="fnt011"> <u> Digital Phone Service (Voice over IP) Terms and Conditions </u> </p> </a> <p id="fnt012"> <b> 1. Acknowledgment and acceptance of Terms and Terms and Conditions of Use </b> </p> <p id="fnt012"> "InterCELL", and its subsidiaries and/or affiliates, (hereinafter the 'COMPANY' described as we, our or its), is in the business of providing telecommunication services, (hereinafter 'SERVICE'), described in greater detail on its website, to potential customers, (hereinafter the 'END USER' described as you or your), subject to the following Terms and Conditions of Use: <br> <br> By accessing COMPANY's website, registering for and/or using SERVICE, END USER acknowledges receiving, understanding and agreeing with this General Service Agreement (hereinafter the 'AGREEMENT',) including Schedules attached hereto, and accepts the Terms and Conditions of Use herein. If END USER does not agree to these Terms and Conditions of Use be advised END USER is hereby given formal notice to not use COMPANY's website or SERVICE. COMPANY reserves the right, at its discretion, to update or revise these Terms and Conditions of Use and anytime without notice to END USER. Each time END USER 'logs in' or otherwise accesses the website or any SERVICE following the posting of any changes to the Terms and Conditions of Use, END USER hereby accepts these changes regardless of whether END USER has reviewed or updated his/her knowledge of the updated Terms and Conditions of Use portion of the website. These Terms and Conditions of Use govern the use of COMPANY's website and SERVICE by viewers and/or any other users. </p> <p id="fnt012"> <b> 2. Conduct </b> </p> <p id="fnt012"> END USER is solely responsible for actions and the content of their transmissions through or in connection with SERVICE and when END USER is a company, END USER understands and agrees that any employee of said END USER company is bound by the Terms and Conditions of Use of this Agreement in all actions and submissions on or in connection with SERVICE; END USER agrees: </p> <ol type = "a"> <li id="fnt012"> to abide by all applicable local, state, national, and international laws and regulations in their use of SERVICE; </li> <li id="fnt012">not to use SERVICE for illegal purposes;</li> <li id="fnt012">not to use or attempt to use another person's or entity's account, telephone number, SERVICE, system or other Confidential Access Information without authorization from the that same said person or entity;</li> <li id="fnt012">to comply with all laws regarding the transmission of voice or technical data (including all export laws, regulations, and restrictions of Canada);</li> <li id="fnt012">not to make unsolicited contact, stalk, threaten, or harass anyone through, in connection with, or utilizing any data collected through SERVICE;</li> <li id="fnt012">that COMPANY neither endorses the content of any of your communications nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of SERVICE;</li> <li id="fnt012">not to interfere or disrupt networks connected to SERVICE or otherwise attempt to interfere with the proper function of SERVICE; and</li> <li id="fnt012">not to attempt to obtain unauthorized access to SERVICE Therefore COMPANY, at its sole discretion, may immediately terminate access to SERVICE and/or this website should END USER's conduct fail to conform to any provision of this AGREEMENT. </li> </ol> <p id="fnt012"> Therefore COMPANY, at its sole discretion, may immediately terminate access to SERVICE and/or this website should END USER's conduct fail to conform to any provision of this AGREEMENT. </p> <p id="fnt012"> <b> 3. Terms and Conditions of Use for Free Account </b></p> <p id="fnt012"> When END USER is a free account user (otherwise known as free account owner), SERVICE is provided to END USER for your personal, residential, non-business and non-professional use. This means that END USER shall not use SERVICE for any commercial or governmental activities, profit-making or non-profit, including but not limited to home office, business, sales or any other activity that would be inconsistent with normal personal usage patterns. This also means that END USER is not to resell, package with equipment or transfer SERVICE to any other person for any purpose, or make any charge for the use of SERVICE, without express written permission from COMPANY. COMPANY reserves the right to immediately terminate or modify SERVICE, if it is determined, at COMPANY's sole discretion, that END USER's SERVICE is being used for non-personal or business use. </p> <p id="fnt012"> <b> 4. Terms and Conditions of Use for Individual SERVICE </b></p> <p id="fnt012">For Individual SERVICE users, SERVICE is provided to END USER for individual use, for your personal, residential, non-business and non-professional use. This means that END USER shall not use it for any commercial or governmental activities, profit-making or non-profit, including but not limited to home office, business, sales, tele-commuting, telemarketing (including without limitation charitable or political solicitation or polling), autodialing, continuous or extensive call forwarding, fax broadcast, fax blasting or any other activity that would be inconsistent with normal individual usage patterns. This also means that END USER is not to resell or transfer SERVICE to any other person for any purpose, or make any charge for the use of SERVICE, without express written permission from COMPANY. END USER agrees that use of SERVICE provided to END USER by any other person for any business or governmental purpose will obligate END USER to pay the higher rates for business SERVICE on the account of all periods, including past periods, in which END USER is using, or did use, SERVICE for business or governmental purposes. COMPANY reserves the right to immediately terminate or modify SERVICE, if COMPANY determines, at its sole discretion, that END USER's SERVICE is being used for non-individual or business use. </p> <p id="fnt012"> <b> 5. Terms and Conditions of Use for Business SERVICE - Resale, even for free is prohibited </b></p> <p id="fnt012"> For a Business SERVICE user, SERVICE is provided to END USER as a business user. This means that END USER is not to resell or transfer SERVICE to any other person for any purpose, without express written permission from COMPANY. END USER agrees that the Business Plans do not confer the right to use SERVICE for auto-dialing, continuous or extensive call forwarding, call centers (incoming or outgoing), telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting. COMPANY reserves the right to immediately terminate or modify SERVICE, if COMPANY determines, at its sole discretion, that END USER's SERVICE is being used for any of the activities mentioned above. </p> <p id="fnt012"> <b> 6. Termination/Upgrade/Downgrade of Monthly Calling Plans/Service Interruption Deposit</b></p> <p id="fnt012"> For monthly Individual and Business users, SERVICE is provided on a monthly basis for which payment, in advance, is required. At the time of a user's first order, pre-payment of one full-month's service is required in addition to a service interruption avoidance deposit. The Service Interruption Deposit is the equivalent of one month's payment for service and does not apply to the cost of any hardware required to support the service. The Service Interruption Deposit, while held by InterCELL, provides up to one month's 'grace period' that allows InterCELL to continue to provide service for up to one month AFTER a user fails to honour a scheduled monthly payment. To complete the initial order, the user authorizes InterCELL to charge the user's method of payment (in most cases, a credit card) on a recurring, automatic, monthly basis. The user agrees to authorize the initial order charges (the user's first payment to InterCELL) to consist of the total of four or more items; the regular monthly charge for the service ordered; the Service Interruption Deposit (exactly the same amount for the regular monthly charge for the service ordered); and the cost of any hardware ordered by the user (in most cases this is the cost of one Analog Telephone Adapter); plus applicable taxes. The user agrees that the second payment to InterCELL will be for service beginning on the first of the month following the calendar month of user's initial order. The user's second payment to InterCELL will be a pro-rated monthly amount that gives financial consideration to the user whenever the user's first month of service consisted of less than 30 (thirty) days service. The user's second payment (the pro-rated payment) is hereby authorized to be paid on the first day of the month following initial order. An example: 15 (fifteen days) of service in the first month means that the user will automatically be charged 1/2 or 50% of one full month's service on the first day of the month following the calendar month of user's initial order. On the first day of the month following the pro-rated payment, and on the first day of subsequent months, user authorizes InterCELL to charge, as ongoing prepayment, the amount of the monthly service until this agreement is terminated. This agreement is a 'month-to-month' agreement, renewing on the first of each month until terminated. Notice of Termination must be in writing, via email, to our email address of record five (5) working days prior to the month end and termination will be effective at the end of the month following delivery of Notice of Termination. Monthly plan fees will not be prorated and/or refunded for the termination month. <br> Notice of Termination received after the required notice date will be deemed to be received in the month following receipt of such notice by InterCELL. A re-instatement fee will be charged to reactivate plans that were previously terminated. Requests to upgrade or downgrade a monthly calling plan to a different calling plan must be submitted in writing, via email, to the email address of record. Request to change an existing plan must be submitted at least five (5) days prior to the end of the month. Any request to upgrade or downgrade a monthly plan is not automatic and is subject to approval by COMPANY. Existing monthly plan customers that receive approval to change to a more expensive (upgrade) monthly plan may do so without having to pay additional setup fees. Existing monthly plan customers that receive approval to change to a less expensive (downgrade) monthly plan may do so and will be required to pay a $19.95 setup fee. Any change of phone number will require to pay another $19.95 setup fee. </p> <p id="fnt012"> <b> 7. Prohibited Uses </b> </p> <p id="fnt012"> Any END USER's use of SERVICE or any other action that causes a disruption in the network integrity of our COMPANY or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of SERVICE and/or payment for damages relating to such conduct. The END USER understands that neither COMPANY nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or SERVICE. The END USER agrees that it will NOT use SERVICE in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the network. The END USER agrees and represents that it is using SERVICE for its own internal use only, and shall not resell SERVICE thereof. SERVICE is for the personal, residential and reasonable business use of the END USER only. Such use shall not include certain activities, including but not limited to any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with personal, residential and reasonable business use patterns. </p> <p id="fnt012"> <b> 8. Changes to the Agreement and SERVICE </b></p> <p id="fnt012"> COMPANY may change the terms and conditions of this Agreement from time to time and at its discretion without prior notice. COMPANY reserves the right to change, suspend or cancel SERVICE, temporarily or permanently, with or without notice to the END USER. COMPANY will not be liable to any END USER or any third party in the event that COMPANY exercises its right to modify or discontinue SERVICE. </p> <p id="fnt012"> <b> 9. Telephone Numbers </b></p> <p id="fnt012"> END USER is solely responsible for choosing the telephone number when signing up for the service. COMPANY is not responsible for ensuring the selected number is within END USER's local calling area as recognized by other telephone service providers. <br> Any telephone number (hereinafter the 'NUMBER') provided to END USER is leased and not sold to the END USER. END USER shall not obtain any rights, title or interest in the NUMBER. END USER is not to use the NUMBER with any other device other than the approved equipment (hereinafter the 'Equipment') without the express written permission of COMPANY and COMPANY reserves the right to change, cancel or move the NUMBER at its discretion. Upon expiration, cancellation or termination of SERVICE, END USER shall relinquish and discontinue use of any phone numbers, voice mail access numbers and/or web portals assigned to the END USER by COMPANY. </p> <p id="fnt012"> <b> 10. Fees </b></p> <p id="fnt012"> COMPANY does not currently charge any fees to use the Free Internet calling SERVICE. COMPANY reserves the right to change this policy at its sole discretion without prior notice. END USER is responsible for procuring and paying the costs for any software, hardware, or internet/broadband connection charges necessary to access and use SERVICE. </p> <p id="fnt012"> <b> 11. Payment </b></p> <p id="fnt012"> All paid SERVICE, new or recurring, are prepaid. END USER initial use of SERVICE authorizes COMPANY to charge the END USER's credit card account number on file with COMPANY, including any changed information given if the card expires or is replaced, or if END USER substitute a different card, for recurring charges. In the event of termination of SERVICE by END USER, authorization to charge your credit card shall remain in effect for 30 days after COMPANY receives written notice of said termination. </p> <p id="fnt012"> <b> 12. Late/Non-payment </b></p> <p id="fnt012"> COMPANY may terminate END USER SERVICE at any time and at its sole discretion, if any charge to END USER's credit card on file with COMPANY is declined, reversed and/or expires and END USER provides no valid credit card replacement or any agreed form of payment to COMPANY. </p> <p id="fnt012"> <b> 13. Billing </b></p> <p id="fnt012"> SERVICE user must provide COMPANY with a valid credit card number (Visa, MasterCard, Discover, American Express or any other issuer then-accepted by COMPANY) when SERVICE is activated. COMPANY reserves the right to stop accepting credit cards from one or more issuers at any time and at its sole discretion. If the card expires, END USER closes the account, billing address changes, or the card is cancelled and replaced owing to loss or theft, END USER must advise COMPANY immediately. Such billing charges will include monthly SERVICE fees, applicable taxes and any other applicable charges. Monthly SERVICE fees are charged in advance to END USER credit card, including but not limited to: monthly recurring charges. </p> <p id="fnt012"> <b> 14. Unlimited Calling Plans Rules </b></p> <ol type = "disc"> <li id="fnt012"> Number porting is only available for US or Canada numbers. </li> <li id="fnt012">Calls to US Virgin Islands and countries outside of this calling plan are charged at normal rates and require long distance credit.</li> <li id="fnt012">International numbers have an additional $19.95 setup fee.</li> <li id="fnt012"> <b>Residential Unlimited Plans </b>are based on typical residential voice usage (up to 3,000 minutes) and are not permitted for commercial use. InterCELL retains the right to require account upgrade or suspend service if the calling habits are outside these guidelines.</li> <li id="fnt012"> <b>The Business Unlimited Plans </b>are based on the calling habits of the average small office user (up to 4,000 minutes). Businesses that require multiple users making simultaneous calls or high volume users in the business of making or taking phone calls should use our Business Add-on Plans. InterCELL retains the right to require account upgrade or suspend service if the calling habits are outside these guidelines.</li> <li id="fnt012"> <b>Toll free numbers </b>are not accessible from Puerto Rico and Alaska.</li> </ol> <p id="fnt012"> <b> 15. Unlimited Plan Abuse Policy </b> </p> <p id="fnt012">COMPANY Unlimited Plans are designed and priced for customers with typical calling patterns. We consider END USER to be an average consumer and does not allow usage that is considered high volume or above average call volume. Businesses, call shops, cyber-cafes and telemarketing firms, as well as residential customers with high volume calling patterns, must use an Add-on plan or custom solution designed by our sales engineering team. <br><br> As per the Terms and Conditions of Use found in this General Service Agreement, we will require END USER to upgrade to an Add-on Plan or custom solution when the abuse occurs, as it is necessary to avoid interruption of SERVICE. If you do not find a plan to suit your needs, please contact us to discuss your requirements so that we may find the plan that is best suited to your needs. Unlimited plans will renew on the same day every month unless they are cancelled. </p> <p id="fnt012"> <b> 16. Termination </b></p> <p id="fnt012"> COMPANY reserves the right, at its sole discretion, to suspend or discontinue END USER access to all or part of website or SERVICE, with or without notice. COMPANY will not be liable to END USER or any third party due to termination of SERVICE. </p> <p id="fnt012"> <b> 17. Indemnification </b></p> <p id="fnt012"> The END USER agrees to defend, indemnify and hold harmless COMPANY, its directors, officers, shareholders, affiliates, agents, successors, assigns and vendors, from any claims or damages relating to this Agreement or a breach or violation of this Agreement, including reasonable attorneys' fees. </p> <p id="fnt012"> <b> <u> 18. Critical Components: </u> EMERGENCY SERVICES - 911 Service </b> </p> <p id="fnt012"> <b> 18.1 Non-Availability of Traditional 911 or E911 Service. </b> </p> <p id="fnt012"> <u>END USER MUST MAINTAIN AN ALTERNATE MEANS OF REQUESTING EMERGENCY SERVICES.</u> END USER acknowledges and understands that COMPANY does NOT support traditional 911 and E911 access to emergency services. The limited emergency response service provided by COMPANY differs in a number of important ways from traditional 911 and E911 as explained further below. END USER must maintain an alternate means of accessing traditional emergency response services. END USER acknowledges and understands that COMPANY's 911 Service cannot be used in conjunction with any Soft Phone (Omniphone"! or any) or non-interconnected Virtual Numbers (virtual numbers not associated with a DID and therefore can not receive calls from a PSTN line). COMPANY's 911 Service is not automatic; END USER must separately take affirmative steps, as described in this Agreement and on our website, to register the address where END USER will use the SERVICE in order to activate the 911 feature. END USER must do this for each interconnected virtual number that END USER obtains. The 911 Service is different in a number of important ways from traditional 911 or E911 service as described on our website page for E911 Service and below. END USER shall inform any household residents, guests and other third persons who may be present at the physical location where END USER utilizes SERVICE of (i) the non-availability of traditional 911 or E911 Service, and (ii) the important differences in and limitations of the our 911 Service as compared with traditional 911 or E911 Service. <b> The documentation that accompanies each Device that END USER purchases should include a sticker concerning the potential non-availability of traditional 911 or E911 Service (the "911 Sticker"). If END USER did not receive a 911 Sticker with the Device, or END USER requires additional 911 Stickers, please contact our customer care department immediately. </b> </p> <p id="fnt012"> <b> 18.2 Registration of Physical Location Required. </b> </p> <p id="fnt012"> END USER acknowledges and understands that for each interconnected virtual number that END USER uses with SERVICE, END USER must register with the physical location where END USER will be using SERVICE with that particular virtual number. When END USER moves the Device to another location, END USER must register the new location. If END USER does not register a new location, any call END USER makes using the 911 Service feature may be sent to an emergency center near the old address. END USER will register initial location of use when END USER subscribes to SERVICE. Thereafter, END USER may register a new location by logging into control panel and clicking on the "update 911 info" button located next to your virtual number on the "DID Numbers" page. For purposes of the 911 features, END USER may only register one location at a time for each phone line END USER uses with SERVICE. </p> <p id="fnt012"> <b> 18.3 Confirmation of Activation Required. </b> </p> <p id="fnt012"> END USER acknowledges and understands that your 911 Service will not be activated for any phone line that END USER is using in connection with SERVICE, unless and until END USER has submitted a verified address. </p> <p id="fnt012"> <b> 18.4 How Emergency Personnel are contacted. </b> </p> <p id="fnt012"> END USER acknowledges and understands that COMPANY contracts with a third party to use the address of your registered location to determine the nearest emergency response center and then forward your call to a general number at that center. When the center receives your call, the operator will have the address END USER entered in our 911 database as well as your DID number that END USER associated with virtual number. If END USER has not provided this information, END USER must provide address and phone number in order to receive assistance. In order to allow the emergency operations center personnel to call END USER back if necessary. Some local emergency response centers may decide not to have their general numbers answered by live operators 24 hours a day. <br><br> END USER hereby authorizes COMPANY to disclose END USER's name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to END USER's registered location. </p> <p id="fnt012"> <b> 18.5 SERVICE Outages. </b> </p> <ol type = "a"> <li id="fnt012"> SERVICE Outages Due to Power Failure or Disruption. END USER acknowledges and understands that 911 Service does not function in the event of a power failure or disruption. If there is an interruption in the power supply, SERVICE, including 911 Service, will not function until power is restored. Following a power failure or disruption, END USER may need to reset or reconfigure the Device prior to utilizing SERVICE, including 911 Service. </li> <li id="fnt012">SERVICE Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP Service. END USER acknowledges and understands that service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all SERVICE, including 911 Service, from functioning.</li> <li id="fnt012"> SERVICE Outage Due to Suspension or Termination of Account. END USER acknowledges and understands that service outages due to suspension or termination of account will prevent all SERVICE, including 911 Service, from functioning.</li> <li id="fnt012"> SERVICE Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. END USER acknowledges and understands that ISP or broadband providers or other third party may intentionally or inadvertently block the ports over which SERVICE is provided or otherwise impede the usage of SERVICE. In that event, provided that END USER alerts us to this situation, COMPANY will attempt to work with END USER to resolve the issue. During the period that the ports are being blocked or SERVICE is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, SERVICE, including the 911 Service feature, may not function. END USER acknowledges that COMPANY is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to usage of SERVICE, and any loss of SERVICE, including 911 Service, that may result. In the event END USER loses SERVICE as a result of blocking of ports or any other impediment to your usage of SERVICE, END USER will continue to be responsible for payment of SERVICE charges unless and until END USER terminates SERVICE in accordance with this Agreement.</li> <li id="fnt012"> Other SERVICE Outages. END USER acknowledges and understands that if there is a SERVICE outage for any reason, such outage will prevent all SERVICE, including 911 Service, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement. </li> </ol> <p id="fnt012"> <b> 18.6 Re-Verifying Address is Required if END USER Changes Number or Adds or Ports New Numbers. </b> </p> <p id="fnt012"> END USER acknowledges and understands that 911 Service does not function if END USER changes phone numbers or if END USER adds or ports new phone numbers, unless and until END USER successfully registers a location of use for each changed, newly added, or newly ported phone number. </p> <p id="fnt012"> <b> 18.7 Network Congestion; Reduced Speed for Routing or Answering 911 Service Calls. </b> </p> <p id="fnt012"> END USER acknowledges and understands that there may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Service call made utilizing SERVICE as compared to traditional 911 Service over traditional public telephone networks. </p> <p id="fnt012"> <b> 18.8 Possible Lack of Automatic Number Identification. </b> </p> <p id="fnt012"> END USER acknowledges and understands that it may or may not be possible for the local emergency personnel to automatically obtain your phone number when END USER uses 911 Service. COMPANY's system is configured to send the automatic number identification information; however, one or more telephone companies, not COMPANY, routes the traffic to the emergency response center and that center may not be capable of receiving and passing on that information. As a result, the operator who answers your 911 Service call may not be able to automatically obtain your phone number and call END USER back if the call is not completed or is not forwarded, is dropped or disconnected, if END USER is unable to speak to tell the operator your phone number, or if SERVICE is not operational for any reason. </p> <p id="fnt012"> <b> 18.9 No Automated Location Identification. </b> </p> <p id="fnt012"> END USER acknowledges and understands that in most SERVICE areas, it is not possible at this time to transmit to the local emergency response center the address that END USER registered for 911 Service. END USER will need to state the nature of your emergency promptly and clearly, including your location (and possibly your telephone number), as the operator may not have this information. Emergency personnel will not be able to find your location if the call is not completed or is not forwarded, is dropped or disconnected, if END USER is unable to speak to tell the operator your location, or if SERVICE is not operational for any reason. </p> <p id="fnt012"> <b> 18.10 Disclaimer of Liability and Indemnification. </b> </p> <p id="fnt012"> END USER acknowledges and understands that COMPANY does not have any control over whether, or the manner in which, calls using our 911 Service are answered or addressed by any local emergency response center. COMPANY disclaims all responsibility for the conduct of local emergency response centers and the national emergency calling center. <br> <br> END USER acknowledges and understands that COMPANY relies on third parties to assist us in routing 911 Service calls to local emergency response centers and to a national emergency calling center. COMPANY disclaims any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither COMPANY, nor its officers or employees, may be held liable for any claim, damage or loss and END USER hereby waives any and all such claims or causes of action, arising from or relating to our 911 Service. END USER shall defend, indemnify, and hold harmless COMPANY and or any of its subsidiaries, officers, directors, employees, affiliates and agents and any other service provider who furnishes services to END USER in connection with SERVICE, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by or on behalf of END USER or any third party relating to the absence, failure or outage of SERVICE, including 911 Service, incorrectly routed 911 Service calls, and/or the inability of any user of SERVICE to be able to use 911 Service or access emergency service personnel. </p> <p id="fnt012"> <b> 18.11 Alternate 911 Arrangements. </b> </p> <p id="fnt012"> END USER acknowledges and understands that COMPANY strongly encourages END USER to have an alternate means of accessing traditional 911 or E911 services or terminating SERVICE. COMPANY does not recommend END USER rely on a non-traditional 911 service in an emergency. </p> <p id="fnt012"> <b> 18.12 911 Fees. </b> </p> <p id="fnt012"> END USER acknowledges and understands that COMPANY charges a fee of $25.00 US Dollars for all non-emergency calls to the 911 Service. This charge is in place to help ensure that SERVICE is not abused. </p> <p id="fnt012"> <b> 18.13 Abuse.</b> </p> <p id="fnt012"> END USER acknowledges and understands that while our 911 Service is not traditional 911, abusing the 911 Service, making false or prank calls to a 911 service is still a crime. If END USER commits such acts, the END USER account will be terminated and your local and state governments may prosecute END USER. </p> <br> <a href = "#top"> Back to Top </a> <a name = "exhibit"> <p id="fnt010"> Exhibit A </p> </a> <p id="fnt011"> <u> The  Services Terms and Conditions </u> </p> <p id="fnt012"> <b> 1. Disclaimer of Warranties and Limitation of Liability </b> </p> <p id="fnt012">To the full extent permissible by applicable law, COMPANY (InterCELL) disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. COMPANY does not warrant that this website, its servers, SERVICE or e-mail sent from us are free of viruses or other harmful components. COMPANY will not be liable for any damages of any kind arising from the use of or inability to use this website, including, but not limited to direct, indirect, incidental, punitive, special, exemplary and consequential damages. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if COMPANY has been advised of the possibility of such damage. COMPANY makes no representations or warranties of any kind, express or implied, as to the operation of this website and/or SERVICE or the information, content, materials, or products included on this website. COMPANY hereby makes no warranty that: <ol type = "i"> <li id="fnt012"> this website or SERVICE will meet your requirements, </li> <li id="fnt012"> this website or SERVICE will be uninterrupted, timely, secure, or error-free,</li> <li id="fnt012"> the results that may be obtained from the use of this website or SERVICE will be accurate or reliable,</li> <li id="fnt012"> the quality of any products, services, information, or other material purchased or obtained by END USER through this website or SERVICE will meet your expectations, and</li> <li id="fnt012"> any errors in this website or SERVICE will be corrected.</li> </ol> <p id="fnt012"> COMPANY shall not be liable for any direct, indirect, consequential, incidental or special damages, whether foreseeable or not, which may result from use or access to this website and/or SERVICE. END USER understands and agrees that the use of this website and/or SERVICE is at END USER's sole risk and discretion and is on an "as is" and "as available" basis. END USER also understands and agrees that END USER will be solely responsible for any damage resulting from END USER's use of this website or SERVICE, including damage to your computer system or loss of data that results from material or data that is downloaded from this website. <br> <br> COMPANY is not responsible for the content on the Internet or the World Wide Web not otherwise located on this website. As a convenience to our END USERs, COMPANY may provide links to resources that are beyond its control. COMPANY makes no representations as to the quality, suitability, functionality or legality of any websites to which COMPANY may provide links, and the END USER hereby waives any claim he or she might have against COMPANY with respect to such websites. </p> <p id="fnt012"> <b> 2. No Consequential Damages </b> </p> <p id="fnt012"> In no event shall COMPANY, its officers, directors, employees, affiliates, agents, successors, assigns or any other service provider who furnishes services to the END USER in connection with this Agreement or SERVICE be liable for any incidental, indirect, special, punitive, exemplary or consequential damages, or for any other damages, including but not limited to loss of data, loss of revenue or profits, or arising out of or in connection with the use or inability to use SERVICE, including inability to be able to dial 911 Service or to access emergency service personnel through SERVICE. The limitations set forth herein apply to claims founded in breach of contract, breach of warranty, products liability, tort and any and all other theories of liability and apply whether or not COMPANY was informed of the likelihood of any particular type of damages. </p> <p id="fnt012"> <b> 3. Remedies for Breach of these Terms by END USER </b> </p> <p id="fnt012"> In the event that COMPANY determines, at its sole discretion, that END USER has breached any portion of these Terms and Conditions of Use, or has otherwise demonstrated conduct inappropriate for our website, COMPANY reserves the right to: <ol type = "i"> <li id="fnt012"> warn END USER via email that END USER has violated these Terms and Conditions of Use; </li> <li id="fnt012"> delete any or all content provided by END USER or END USER agent(s) to this website, </li> <li id="fnt012"> discontinue your access to SERVICE or the website; </li> <li id="fnt012"> notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or </li> <li id="fnt012"> any other action which COMPANY deems lawful and appropriate. </li> </ol> <p id="fnt012"> <b> 4. Governing Law </b> </p> <p id="fnt012"> This Agreement is governed by the laws of the Alberta, Canada without regard to its conflicts of law provisions. END USER acknowledges and agrees that Alberta courts have jurisdiction over this Agreement and END USER and that Calgary, Alberta, Canada is an appropriate place for venue of any litigation, and that all litigation, to the extent possible, shall be in Calgary, Alberta, Canada.</p> <p id="fnt012"> <b> 5. Copyrights and Trademarks </b> </p> <p id="fnt012"> All content included on website and advertising, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of COMPANY or its content suppliers (the Intellectual Property) or its subsidiaries or affiliates, or trade names or trademarks licensed to them and are protected by Canada and international Copyright laws. The compilation of all content on this website is the exclusive property of COMPANY and is protected by Canada and international Copyright laws. END USER may not post to this website, use SERVICE and/or copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer, any material subject to any Intellectual Property. END USER has the burden of determining whether any information, software, images or any other content on this website is not protected by any Intellectual Property. </b> </p> <p id="fnt012"> <b> 6. Registration Information/Privacy Policy </b> </p> <p id="fnt012"> When END USER registers as a member of COMPANY; END USER will be required to provide us with your End User I.D., and password other confidential access information (Confidential Access Information). <br><br> Except as provided herein, COMPANY will not sell to any third party your name, address, email address and End User I.D., unless END USER provides your informed consent, except to the extent necessary to comply with applicable laws, police investigations or in legal proceedings where such information is relevant. COMPANY grants third parties providing technical services to us access to our database only to the extent necessary to provide such technical services. In those instances, these Terms and Conditions of Use bind such third parties. END USER informed consent shall be in the form of an "opt in" or similar policy. In addition, COMPANY may assign, sell, license, or otherwise transfer to a third party its entire database, including your name, address, email address, and End User I.D., in connection with an assignment, sale, joint venture, or other transfer or disposition of all or a significant portion of the assets or stock of COMPANY. <br> <br> END USER is responsible for maintaining the confidentiality of Confidential Access Information. END USER shall be responsible for all uses of Confidential Access Information, whether or not authorized by END USER. END USER agrees to immediately notify COMPANY of any unauthorized use of Confidential Access Information. </p> <p id="fnt012"> <b> 7. Linking to the Website </b> </p> <p id="fnt012"> END USER may provide links to InterCELL website provided </p> <ol type = "i"> <li id="fnt012"> END USER does not remove or obscure, by framing or otherwise, the Copyright notice, content or other notices on this website. </li> <li id="fnt012"> END USER gives us prior written notice of such link via email, and </li> <li id="fnt012"> END USER discontinues providing links to this website if notified by COMPANY. </li> </ol> <p id="fnt012"> <b> 8. Miscellaneous </b> </p> <p id="fnt012"> In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provisions is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. <br> <br> The failure of any party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect. <br> <br> COMPANY may assign our rights and obligations under this Agreement and upon such assignment COMPANY may be relieved of any further obligation hereunder. This Agreement, and any modifications of this Agreement by COMPANY as provided above, constitute the entire understanding between the parties as to subject matter hereof, and supersede all prior agreements and understandings. Any legally unenforceable provision of this Agreement will, at the election of COMPANY, be deleted or modified to correct the defect and, regardless, the remainder of the terms of this Agreement will remain valid and enforceable. </p> <p id="fnt012"> <b> 9. Consent to Receive Electronic Documents </b> </p> <p id="fnt012"> By accessing this website and/or using SERVICE, END USER is agreeing to receive electronic documents, billing reports, statements and records (electronic records) in lieu of paper documents, statements and records. Electronic records may be emailed to END USER to the email account that END USER provides to COMPANY, accessed through this website using Confidential Access Information or otherwise electronically provided to END USER. By accessing this website and using SERVICE, END USER is also agreeing to the use of electronic signatures in lieu of (and in addition to) wet-ink, physical signatures. END USER may request a paper copy of any electronic record that COMPANY sends END USER by sending an email request to COMPANY. END USER can also request this by sending a written request to our address of record, ATTN: Electronic Records. END USER shall be charged $10.00 for every paper record that END USER requests prior to END USER cancellation of consent. END USER can withdraw consent to receive electronic records from COMPANY by sending an email message to email address of record or by sending a written letter. END USER will be charged a $50.00 cancellation of consent fee. This consent applies to all electronic records that COMPANY may send END USER. Withdrawal of this consent will not affect the legal effectiveness, validity or enforceability of any electronic record that COMPANY provides to END USER prior to the withdrawal of such consent. If END USER changes email address to receive electronic records, END USER must notify COMPANY of new email address by sending an email or written letter to our address of record. </p> <p id="fnt012"> <b> 10. Taxes </b> </p> <p id="fnt012"> END USER is responsible for, and shall pay, any 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 SERVICE or a Device and/or Software. Such amounts are in addition to payment for SERVICE or Devices and/or Software and will be billed to END USER credit card as set forth in this Agreement. </p> <p id="fnt012"> <b> 11. Technical Support </b> </p> <p id="fnt012"> COMPANY agrees to provide the END USER with technical support at its sole discretion and is limited to SERVICE and the Equipment provided hereunder. Technical support is rendered from COMPANY's facilities, when available, via email and telephone. Support for other applications and uses is not provided or implied. </p> <p id="fnt012"> <b> 12. Acknowledgment </b> </p> <p id="fnt012"> END USER represents to COMPANY that END USER has the authority and capacity to understand and agree to these Terms and Conditions of Use and Schedules attached hereto, and has the capacity to properly operate devices, commonly known as 'Smart Phones'. END USER acknowledges (a) that END USER has read and understood these Terms and Conditions of Use; and (b) that these Terms and Conditions of Use have the same force and effect as a signed agreement. </p> <br> <!-- Bottom --> <table style="position:absolute; float:left; width:840; cellspacing:0; background:white; align:center; valign=center; padding-left:0px; z-index:100; font: 14px Arial"> <tr height="100%"> <td colspan="7"> <hr color="#696969"> </td> </tr> <tr align="center" height=50> <td> <a href="javascript:window.close();"> <font color="#696969"> &copy;&nbsp;InterCell,&nbsp;2005-2011</a></td> <td>|</td> <td> <a href = "opspage.html"> <font color="#696969">Online&nbsp;Privacy&nbsp;and&nbsp;Security</a></td> <td>|</td> <td> <a href = "wrppage.html"> <font color="#696969">Warranty&nbsp;and&nbsp;Return&nbsp;Policy </a></td> <td>|</td> <td> <a href = "tacpage.html"> <font color="#696969">Website&nbsp;Usage&nbsp;Terms&nbsp;and&nbsp;Conditions</a></td> </td> </tr> </table> </font> </tr> </table> <br> </div> </body> </html>