User Agreement

1. General

1.1 The User hereby accepts and agrees to be bound by this User Agreement which may be revised from time to time. The User agrees to review the User Agreement periodically and the continued access to and/or use by the User of the ZONE Telecom, Inc. ("ZONE") Service shall be deemed as conclusive acceptance by the User of the revised User Agreement as they become effective from time to time.

1.2 For an individual User, the User declares that he or she is over 18 years of age.

2. Definitions

2.1 Application means, collectively, the Application to Change Long Distance Provider and Electronic Letter of Agency.

2.2 Fees means the following fees and charges for the use of and access to the ZONE Service as may be charged by ZONE from time to time in accordance with the User Agreement:
(a) Any registration fee, monthly subscription fee and per-minute rates or charges of any underlying service provider for the use of the ZONE Service; and (b) Any other payable fees, government regulatory fees, Universal Service fees, assessments and surcharges, taxes, tariffs and other charges.

2.3 Sign-up Form means the form on the ZONE Internet Web site by which the User signs-up for ZONE Service.

2.4 User means the person or organization described on the Application who has subscribed to use the ZONE Service electronically or through other means by submitting the Application and whose Application has been approved by ZONE.

2.5 ZONE means ZONE Telecom, Inc., its successors and assigns.

2.6 ZONE Service means a communications solution which will empower business and residential telecommunications customers to register and utilize major network services freely and easily through ZONE's Web site.

3. Registration

3.1 The User declares:

3.1.1 The information provided in the Sign-up Form, Application and electronic letter of agency is accurate, complete and up-to-date;

3.1.2 The User will safeguard and keep confidential any password and access number which ZONE provides to the User and if the User believes that the password and/or access number has been lost or stolen, the User will immediately notify ZONE;

3.1.3 Any person(s) using the User's password and/or access number is either the User or authorized by the User; and

3.1.4 The User will inform ZONE immediately of any changes to the information provided in the Application.

3.2 The User acknowledges that the ZONE Service may be governed by additional terms and conditions, under applicable federal and/or state law.

4. Services

4.1 Where required, services are provided pursuant to, and in accordance with, tariffs on file with the Federal Communications Commission and the appropriate state regulatory agencies. In the event of any inconsistency between the User Agreement and filed tariffs, the filed tariffs shall take precedence. In the event of detariffing, price lists maintained by ZONE shall govern and take precedence over the User Agreement.

4.2 The User acknowledges that ZONE may, in its sole discretion and with or without notice:

4.2.1 Vary the ZONE Service or any part thereof;

4.2.2 Modify the Fees associated with the ZONE Service; and

4.2.3 Modify or temporarily discontinue the ZONE Service or any part thereof.

4.3 In consideration of the User paying the Fees as and when they come due and complying with the User Agreement, ZONE will use its reasonable efforts to provide and maintain the ZONE Service.

4.4 The ZONE Service is supplied by ZONE on an "as is" basis and without any express or implied warranties save for those warranties implied or imposed by and which cannot be excluded or restricted under applicable federal and/or state law. ZONE cannot guarantee the service quality of any of its provided services or those of its underlying service providers. The entire risk as to the quality and performance of the ZONE Service is with the User.

4.5 Interstate and International rates are subject to change without notice.

5. Use of the ZONE Service

5.1 The User will pay all of the Fees due and payable to ZONE as a result of the use of the ZONE Service by the User.

5.2 The User will comply with the requirements of ZONE and all applicable federal and/or state law regarding the use of the ZONE Service.

5.3 The User shall be deemed to have sole and full responsibility for any access to or use of the ZONE Service through the User's password and/or access number. The User will remain liable for use of the ZONE Service by any third party until ZONE has received written notice of such event from the User requesting suspension of the ZONE Service.

6. Fees and Payments

6.1 The User acknowledges and agrees to pay ZONE the Fees in the manner selected by the User on the Application as and when they become payable without set-off or deduction except as otherwise provided under federal and/or state law.

6.2 The records of ZONE shall be final and conclusive in respect to the calculation of the Fees save and except for any manifest errors.

6.3 Company accepts the following methods of payment: credit card (Visa, MasterCard, Discover and American Express); bank debit card; electronic fund transfers; money orders; and paper checks.

6.4 ZONE will confirm creditworthiness as a condition precedent to the provision of ZONE Service. ZONE will preauthorize a credit limit for a residential User in the amount of $100; for a business User in the amount of $300; and for a calling card User in the amount of $50. Once the User has demonstrated a pattern of full and timely remittance of payment, ZONE, in its full discretion, may elect to raise the User's preauthorized credit limit from time to time.

6.5 Fees are immediately due and payable on the date of the invoice and will be assessed based on the method of payment selected by the User in the Sign-up Form. Late payment charges may be assessed for any failure to pay within the time set forth in the Sign-up Form in accordance with federal and/or state law.

7. Additional Terms

7.1 The user agreements and acceptable use policies of the underlying service providers, which are relevant to the use of the ZONE Service by Users, are hereby incorporated as part of the User Agreement. By agreeing to the User Agreement, the User accepts and agrees to be bound by ZONE's tariffs filed with the Federal Communications Commission and the appropriate state regulatory agencies, or in the event of detariffing, price lists maintained by ZONE. Additional rates and terms.

8. Disclaimer and Limitation of Liability

8.1 Due to the unavoidability of errors incident to the services provided by and to the use of the facilities furnished by ZONE, the services and facilities furnished by ZONE are subject to the terms, conditions and limitations set forth herein and in ZONE 's lawfully filed federal and state tariffs, or in the event of detariffing, price lists maintained by ZONE.

8.1.1 No liability of any nature whatsoever, including but not limited to consequential damages, shall attach to ZONE for damages arising from errors, mistakes, omissions, interruptions, or delays by ZONE, or its agents, servants or employees, in the course of establishing, furnishing, rearranging, moving, terminating, or changing regulated or non-regulated service or facilities (including the obtaining or furnishing of information in respect thereof or with respect to the subscribers or users of the service or facilities).

8.1.2 ZONE is not liable under any circumstances for any act, omission, error, mistake, interruption or delay of any underlying or connecting carrier or Local Exchange Carrier or its agents, servants or employees, or for the culpable conduct of the User, its agents, servants, employees, invitees, or guests, or failures of equipment, facilities or connections provided by the User or any other entity.

8.1.3 ZONE is not liable for interruptions, errors, delays or defects in transmission when caused by acts of God, war, fire, acts of terrorism, riots, government authorities, or other causes beyond its control.

8.1.4 ZONE is not liable under any circumstances for any act, omission, error, mistake, or delay arising out of any representations or statements it may make (including materials posted on Web sites) regarding the services, offerings, promotions, rates, discounts, terms or conditions of underlying service providers, Local Exchange Carriers or connecting carriers.

8.1.5 All calls placed by means of operator assistance will not be eligible for ZoneLD discounted rates.

9. Personal Data

9.1 All personal data held by ZONE will be kept confidential and in accordance with applicable federal and state law, but the User agrees ZONE may disclose or provide such data to the following parties:

9.1.1 Subsidiaries, holding companies, associated companies or affiliates or companies controlled by or under common control with ZONE with the User's consent;

9.1.2 Any government entity or law enforcement agency pursuant to criminal or other investigation;

9.1.3 Any financial institutions, charge or credit card issuing companies, credit information or reference, or collection agencies necessary to establish and support the payment of any services being requested; and

9.1.4 During the User's use of ZONE's Web site, ZONE may issue to and request from User's computer blocks of data commonly referred to as "cookies". The User must not alter any cookies sent to the User's computer from ZONE's Web site and the User must ensure that the User's computer sends correct and accurate cookies in response to any relevant request from ZONE's Web site. Cookies enhance the performance of ZONE 's Web site by providing a secure method for user identification and improving website navigation. User privacy and security are not compromised when a User accepts a cookie from ZONE's Web site.

10. Termination

10.1 ZONE may without incurring liability immediately terminate, restrict or suspend ZONE Service, in whole or in part, and may deny requests for new or additional ZONE Service, without notice to the User if: (i) User fails to pay ZONE any charges when due; (ii) User makes any false statement to ZONE; (iii) ZONE suspects fraud, abuse or misuse by User, other users or third parties; (iv) User violates any regulation of the User Agreement (or ZONE's filed tariffs or price lists); (v) ZONE believes User's use or content, or the use or content of other users, may violate the User Agreement or any laws or regulations or interferes in any way with ZONE's provision of ZONE Service to its customers or its business operations; or (vi) User becomes insolvent or is subject to any proceeding under bankruptcy or similar laws. In all other cases, ZONE may, by notice in writing to User, terminate, restrict or suspend ZONE Service, in whole or in part, without incurring liability.

10.2 Service may be discontinued by the User at any time by notifying ZONE in writing or by changing his or her primary interexchange carrier code with the Local Exchange Company to a different designated long distance carrier.

11. Assignment

11.1 This agreement may be assigned by ZONE at any time without the consent of the User.

11.2 The User shall not assign, transfer, convey, license or otherwise dispose of its rights and obligations under the User Agreement to any other party without the prior written consent of ZONE.

12. Applicable Law

This User Agreement, to the extent not governed by applicable federal and state tariffs, shall be governed under the law of the State of New Jersey.