4. RIGHT TO TERMINATION OR MODIFICATION OF SERVICES.

Confosys may modify the terms of this Agreement or the Services, including but not limited to the price, content or nature of the Services, upon notice to you. Your continued use of the Services constitutes your agreement to those modified terms of this Agreement and you acknowledge that Confosys would not agree to provide the Services without that assent. In the event Confosys modifies the Agreement or the Services, you may terminate the Services as provided in Section 2, above. Confosys may terminate this Agreement and any Services at any time upon notice to you, provided that you will be entitled to receive the Services for any period for which you have already paid, or a pro-rata refund at Confosys`s sole discretion. This Agreement will automatically terminate if you fail to comply with any term. No notice shall be required from Confosys to effect such termination. Upon any termination of this Agreement (whether by you or Confosys), you shall immediately discontinue use of the Services.

5. SERVICE USE RESTRICTIONS.

You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights and restrictions. Confosys may provide you with guidelines regarding compliance with applicable regulation(s); however, you are solely responsible for ensuring that your use of the Services is in compliance with such regulations. You may only use the Services for your own use.
5.2 Fair Usage.
You agree that you will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the Services. You agree and represent that you are purchasing the Services and/or the equipment for your own internal use only, and shall not resell, transfer or make a charge for the Services or the equipment without the advance express written permission of Confosys. You agree that you shall use the service for only the number of Software and Applications earmarked for service under this agreement.

6. PERSONAL INFORMATION AND PRIVACY.

Confosys utilizes the public Internet and third party software and services to provide voice and data services. Accordingly, Confosys cannot guarantee the security of your voice and data communications. Confosys is committed to respecting your privacy. If you choose to provide personal information, it will only be used in the context of your relationship with Confosys. Confosys will not sell, rent, or lease your personal information to others. Unless required by law, subpoena, court order, warrant or other valid government request, Confosys will only share the personal information you provide with other Confosys entities and/or business partners that are acting on Confosys's behalf to perform the activities described herein and in accordance with the Confosys Privacy Policy, located at www.vocalocity.com/privacy. Such Confosys entities and/or national or international business partners are subject to Confosys's Privacy Policy with respect to the use of this data. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Confosys may disclose personally identifiable information.

7. E-MAIL NOTIFICATION.

To let you know what new Services are available from time to time, Confosys may send you and your employees emails describing the latest Services, how to access the Services and changes to the Services. You agree that as a Service subscriber, Confosys may send you such emails to the addresses you provide. Because these emails are necessary for you to receive the Services, you will receive these emails even if you have opted out of receiving other email from Confosys. If you do not want to receive these emails, you may cancel the Service at any time as provided in this Agreement.

8. DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY

THE SERVICES ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Confosys FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Confosys OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES EVEN IF Confosys HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH Confosys RELATED TO THIS AGREEMENT OR THE SERVICES/CONTENT SHALL BE CANCELLATION OF THE SERVICES. IN THE EVENT A COURT AWARDS DIRECT DAMAGES DESPITE THE FOREGOING, SUCH DAMAGES SHALL NOT EXCEED THE LESSER OF $250.00 OR THE AMOUNT YOU PAID TO Confosys. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Confosys DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH Confosys. THIS SERVICE DOES NOT INCLUDE ANY WARRANTIES IMPLIED OR EXPRESS FOR ANY DEVICE THAT IS UNDER COVERED UNDER THE TECHNICAL SUPPORT SUBSCRIPTION SERVICES PROVIDED BY CONFOSYS.

9. INDEMNIFICATION.

You agree to hold harmless, indemnify and defend Confosys, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claim that you have violated any term of this Agreement, including, without limitation, the requirements set forth in Section 4.1 of this Agreement.

10. NO ASSIGNMENT.

This Agreement is personal to you (or the company which you represent), and may not be assigned without Confosys`s express written consent. If you are agreeing on behalf of a company, you represent that you are authorized to bind the company under this Agreement.

11. OTHER IMPORTANT PROVISIONS.

Definitions: The term "Dispute" means any dispute, claim, or controversy between you and Confosys regarding any aspect of your relationship with Confosys, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Dispute Resolution provision (with the exception of the enforceability of the class action waiver clause provided in this paragraph). "Dispute" is to be given the broadest possible meaning that will be enforced. As used in this Dispute Resolution provision, "Confosys" means Confosys, and its parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents.
Purpose: In case you have a Dispute (as defined below) with Confosys that cannot be resolved through an informal dispute resolution with Confosys, you or Confosys may elect to arbitrate that Dispute in accordance with the terms of this Dispute Resolution provision rather than litigate the Dispute in court. Arbitration means you will have a fair hearing before a neutral arbitrator instead of in a court by a judge or jury.
Restrictions: YOU MUST CONTACT US WITHIN THREE (3) MONTHS OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE. ALL PARTIES TO THE ARBITRATION MUST BE INDIVIDUALLY NAMED. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS SIMILARLY SITUATED UNLESS THE STATUTE UNDER WHICH YOU ARE SUING PROVIDES OTHERWISE. ALL PARTIES WAIVE ANY CLAIM TO INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES ARISING FROM OR OUT OF ANY DISPUTE WITH Confosys UNLESS THE STATUTE UNDER WHICH THEY ARE SUING PROVIDES OTHERWISE.

Location of Arbitration: The arbitration will take place in the City of New York, State of New York, United States.
Payment of Arbitration Fees and Costs: THE PARTY INITIATING THE ARBITRATION WILL ADVANCE ALL ARBITRATION FILING FEES AND ARBITRATOR'S COSTS AND EXPENSES. EACH PARTY IS RESPONSIBLE FOR ALL ADDITIONAL COSTS SUCH PARTY INCURS IN THE ARBITRATION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' OR EXPERT WITNESSES. IF THE ARBITRATION PROCEEDING IS DECIDED IN FAVOR OF THE PARTY INITIATING THE ARBITRATION, THE OTHER PARTY SHALL REIMBURSE THE FEES AND COSTS ADVANCED ONLY UP TO THE EXTENT AWARDABLE IN A JUDICIAL PROCEEDING. IF THE ARBITRATION PROCEEDING IS NOT DETERMINED IN FAVOR OF THE PARTY INITIATING THE ARBITRATION, THE OTHER PARTY SHALL NOT BE REQUIRED TO REIMBURSE THE OTHER FOR ANY OF THE FEES AND COSTS ADVANCED BY Confosys. IF A PARTY ELECTS TO APPEAL AN AWARD TO A THREE-ARBITRATOR PANEL, THE PREVAILING PARTY IN THE APPEAL SHALL BE ENTITLED TO RECOVER ALL REASONABLE ATTORNEYS' FEES AND COSTS INCURRED IN THAT APPEAL. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARBITRATION PROVISION, Confosys WILL PAY ALL FEES AND COSTS THAT IT IS REQUIRED BY LAW TO PAY.
Severability: If any clause within this Dispute Resolution provision (other than the class action waiver clause identified above) is found to be illegal or unenforceable, that clause will be severed from this Dispute Resolution provision, and the remainder of this Dispute Resolution provision will be given full force and effect. If the class action waiver clause is found to be illegal or unenforceable, the entire Dispute Resolution provision will be unenforceable, and the dispute will be decided by a court. In the event this entire Dispute Resolution provision is determined to be illegal or unenforceable for any reason, or if a claim is brought in a Dispute that is found by a court to be excluded from the scope of this Dispute Resolution provision, you and Confosys have each agreed to waive, to the fullest extent allowed by law, any trial by jury. Exclusions from Arbitration. YOU AND Confosys AGREE THAT THE FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION: (1) ANY DISPUTE OVER THE VALIDITY OF ANY PARTY'S INTELLECTUAL PROPERTY RIGHTS; AND (2) ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF A SERVICE. Continuation. This Dispute Resolution provision shall survive the termination of your customer relationship with Confosys. SPECIAL NOTE REGARDING ARBITRATION FOR CALIFORNIA AND/OR WASHINGTON STATE CUSTOMERS:
11.2 Complete Agreement.
This Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by Confosys or not. The acceptance of any purchase order is expressly made conditional on your consent to the terms set forth herein and any additional terms in your purchase order or similar document shall be null and void. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of Confosys. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Confosys is not liable for editorial, pictorial, or typographical errors in this communication.
11.3 Equipment.
You may be required to purchase telecom equipment in order to utilize the Services. Procuring and maintaining that equipment is your sole responsibility. Confosys may, at your request, facilitate the provision of equipment from a third party supplier or resell certain equipment. While we suggest and resell some equipment brands and facilitate your purchase of some equipment as an accommodation, the original equipment manufacturer and not Confosys shall be responsible for any equipment defects, if applicable. Confosys will pass through all original equipment manufacturer warranties for the equipment to you. Confosys shall have no liability to you of any nature regarding such equipment. Please check the equipment provider's website for warranty, return rules and other terms and conditions applicable to such third party equipment supplier. Equipment may not be returned to Confosys for any reason. ALL EQUIPMENT SALES ARE FINAL. Equipment may be returned to the manufacturer solely in the event of a defect which arises within the applicable warranty period, provided you comply with the terms of this Section and the manufacturer's Return Materials Authorization ("RMA") policy. Prior to returning the equipment, you must contact Confosys so that Confosys may determine whether a defect exists and to receive an RMA number, which is required along with the return. You must ship the equipment to the manufacturer at the address provided by Confosys in accordance with all RMA procedures. You have 10 days after receipt of an RMA to ship the equipment back to the manufacturer at the address we provide. You must pay all shipping fees. Once the manufacturer has received the equipment, the original equipment manufacturer will deal with the equipment under its applicable warranty policy.

12 SERVICE OUTAGE.

You acknowledge and understand that the does not function in the event of a power failure or disruption. Should there be an interruption in the power supply, the Service and will not function until power is restored.

12.2 Broadband Service / ISP Outage or Termination / Suspension or Termination by Confosys.
You acknowledge and understand that service outages or suspension or termination of service by your broadband provider and/or ISP or by Confosys will prevent ALL Service.

12.3 Other Service Outages.
You acknowledge and understand that if there is a service outage for ANY reason, such outage will prevent ALL Service, including 911 dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.
12.4 Force Majeure.
Confosys is not responsible or liable to you for its failure to perform any of its obligations contributed to by causes or circumstances beyond its reasonable control including, without limitation, Internet outages, communications and cable outages, failure of third party services or products that interface or interact with the Services, labor strikes, lockouts, supply shortages, earthquake, fire, flood, war, act of God, criminal acts (e.g. computer hacking that circumvents reasonable security measures), bankruptcy of merchants or licensees, or any acts of governmental bodies or authorities.

13. CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS

As a convenience and courtesy to you, Confosys provides access to its Services online which may require you to enter into agreements or receive notices electronically. Accordingly, you acknowledge and agree that by clicking "I Agree" or "I Accept" anywhere on a Confosys website:
13.1. You agree to conduct electronically the particular transaction into which you thereby enter including, without limitation, entering into this Agreement;
13.2. You have read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, this Agreement, and any policies and any amendments hereto or thereto;
13.3. You agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter;
13.4. You are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, this Agreement and any amendments hereto; and,
13.5. You agree to receive electronically information about the Services and other electronic records into which you thereby enter including, without limitation, this Agreement.

14. VENUE/GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to conflicts-of-laws principles. By using the Services, you hereby agree that the exclusive jurisdiction for any and all disputes regarding these Terms shall lie in the federal, state, and local courts of New York, United States.