The following terms and conditions shall apply to this Service Agreement ("Agreement") that is hereby entered into between OnlyOne ("Provider") and you ("Subscriber").


GRANT OF RIGHTS TO USE SERVICE
a. Effective upon acceptance of this Agreement, Provider hereby grants to Subscriber a personal, nonexclusive, nontransferable, revocable license to access and use the Services (as defined below), for Subscriber's personal or business use.

b. Subscriber shall have no right to sell, resell, reproduce, duplicate, copy, distribute, create derivative works or exploit for commercial purposes, any portion of the Services, access to the Services, or use of the Services nor make any claim that it does have such right.

c. The services provided by Provider hereunder may allow Subscriber to perform various messaging and communications functions (collectively, the "Services"). Unless explicitly stated otherwise, any new features provided by Provider that augment or enhance the current Services shall also constitute "Services" and shall be subject to these terms and conditions.

SERVICE USE AND LIMITATIONS
a. The Subscriber may use services for any lawful purpose. The Subscriber shall, at all times, use the Services in compliance with all applicable laws, rules, regulations, policies, orders and decisions of the Government and Provider. If at any time, in Provider's sole discretion, the Subscriber's use exceeds what would reasonably be expected by someone putting this Service to personal or business use, then Provider reserves the right to terminate or suspend the Subscriber's account without prior notice, provided that Provider will attempt to confirm such termination or suspension by subsequent notice.

b. The Subscriber is solely responsible for fulfilling all prerequisites and for obtaining all equipment, services and approvals necessary to meet the minimum technological requirements, as designated by Provider from time to time, necessary for connection or interface to Services from Provider and for all charges associated with the above, including, but not limited to, obtaining a telephone, PC, modem, having access to the Internet, having telephone features, forwarding and initiating contact with Provider to activate e-mail retrieval, as well as wireless, wire line fax numbers/services and telephone service charges as applicable.

c. Provider monthly charges are for Services from Provider. Additional charges incurred outside of these services are the Subscriber's sole responsibility and such charges and terms are governed by the rates and terms determined by the Subscriber's applicable service provider. For greater clarity, such additional charges may include, but not be limited to, phone card usage, connectivity to internet through the Subscriber's service provider(s), long distance charges, toll free and/or wireless access/minute/e-mail charges.

d. Provider services are provided on the basis of, and are subject to service, facility and equipment availability. Provider shall not be required to provide universal service and shall not provide service to any person or company who, in the opinion of Provider, would compromise the technical, financial or operational integrity of Provider, its network or facilities. Provider reserves the right not to provide services where necessary facilities, equipment or services are not available for any reason whatsoever. Provider has no obligation to maintain or repair facilities, equipment or services leased or owned by the Subscriber.

e. Provider has no obligation to monitor the Subscriber's calling/messaging patterns or sessions. The Subscriber's participation in voice or on-line communications is not edited, censored, or otherwise controlled by Provider. Provider cannot and does not screen content provided by or to users of the service. However, the Subscriber agrees that Provider has the right to monitor the service electronically from time to time to disclose any information as necessary to satisfy any law, regulation or other request of the Government, to operate the service properly, or to protect itself or its Subscribers. Provider will not intentionally monitor (except for testing or security protection purposes) or disclose any private electronic e-mail message unless required by law.

f. If flat rate services are part of your plan, you agree that OnlyOne does not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing (including charitable or political solicitation or polling), call center, blasting services or other activities outside normal and ordinary personal or small business activities. OnlyOne reserves the right to immediately terminate or modify the service or service plan if OnlyOne determine, in its sole discretion, that the flat-rate portion of your service plan is being used outside the scope of its intended use including any of the aforementioned activities

PROVIDER'S PROPRIETARY RIGHTS
a. As between the parties, Provider shall retain all right, title and interest to the Services including all copyrights, trademarks, patents and all other intellectual property rights thereto, including without limitation with respect to all technology and telephone numbers used in connection with or provided as part of the Services.

b. Subscriber may not, nor allow any third parties to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever.

c. The copyright notices and other proprietary legends shall not be removed from the Services and no right to use any trademark is granted under this Agreement.

d. Subscriber may not grant any sublicense, lease or other right in the Services to any third party. Provider retains all rights not expressly granted under this Agreement.

e. Subscriber may not give account information to third parties and shall at all times be responsible and liable for any transactions or activities that occur on Subscribers account.

RELATIONSHIP
a. The relationship between Provider and Subscriber is that of independent contractors. Neither this agreement nor the provision of services by Provider creates, nor shall be deemed to create, an agency, partnership, joint understanding or joint venture between Provider and Subscriber. Subscriber does not have, and shall not hold itself out as having, any authority to act for or create any obligation of, or make any representation on behalf of or in the name of, Provider.

SUBSCRIBER REGISTRATION
a. Subscriber agrees to provide true, accurate, current and complete data to Provider upon signing up for the Services and at subsequent times as requested by Provider.

b. If Subscriber provides data that is, or that Provider suspects to be, false, inaccurate, not current or incomplete, Provider has the right to suspend or terminate Services and refuse any and all current or future use of all Services, or any portion thereof.

c. Subscriber acknowledges that Provider may distribute the registration data to third parties, provided, however, Subscriber's name, address (home and email) and telephone number will not be distributed, unless required by law, or in the event Subscriber grants Provider the right to provide that information.

d. Unless otherwise requested by Subscriber, Subscriber accepts email, fax and voice messages sent occasionally by Provider for informational, training and promotional purposes.

e. Subscriber shall maintain and promptly update the registration data as applicable, including, but not limited to,

1. Change in address

2. Change in credit card account status (e.g., closed account, maximum credit use)

3. Change in expiration date of credit card account

f. Upon completion of all registration information and acceptance of this Agreement, Subscriber will receive a password, user ID, and when applicable, a PIN and telephone number

g. Subscriber is solely responsible for the maintaining the confidentiality of Subscriber's password and PIN, and will be responsible for all transactions and activities that occur as a result of Subscriber's disclosure of such password and/or PIN, whether or not such transactions and/or activities were authorized by Subscriber.

h. Subscriber shall not give account information to third parties and shall at all times be responsible and liable for any transactions or activities that occur on Subscriber's account.

i. Subscriber shall immediately notify Provider if any unauthorized use of Subscriber's account has occurred or of any other breach of security.

j. Provider respects the privacy of its subscribers. Please refer to the Provider Privacy Policy for more details. This policy, which may be updated from time to time by Provider in its discretion, is incorporated into these terms and conditions by this reference.

PRICING AND DISCOUNTS
a. Pricing and discounts for particular services are communicated to Subscribers at time of subscription. Any discounts or promotions offered at the time of subscription are subject to credit approval or payment in advance. Unless otherwise agreed to in writing, pricing and discounts are subject to change at any time. Changes in price to Subscriber's existing services will be notified to the Subscriber and shall take effect after delivery of such notice. Changes in other charges, (including, without limitation, taxes) which are not within Provider control, may be made without prior notification to the Subscriber.

BILL PAYMENT
a. Subscriber shall be required to pay monthly subscription charges and enhanced service charges in connection with the Services, as stated by Provider. There may be additional fees if Subscriber requests a change in any Services. Depending upon the level of Services selected by Subscriber, there may be charges for calls to or from certain locations, including without limitation payphones, and areas within extended calling zones. There may also be applicable taxes, surcharges, assessments, government fees and charges for any special or enhanced services Subscriber uses. Any of the foregoing may be billed to Subscriber when they reach a limit as Provider determines at its sole discretion.

b. Provider bills subscription charges and charges for certain enhanced Services in advance. Subscriber will pay Provider for all charges billed to Subscriber's account, whether or not Subscriber was the user of the account. Subscriber has the right to dispute charges on Subscriber's bill, but only if Subscriber notifies Provider of the dispute within thirty (30) days after the applicable billing date. If Subscriber fails to notify Provider of any dispute within such thirty (30) day period, Subscriber shall have irrevocably waived the right to dispute any such charge. Subscriber must pay all charges on time until the dispute is resolved. If the dispute is resolved in Subscriber's favor, Provider will refund the disputed amounts to Subscriber.

c. Provider will charge Subscriber the rates in effect under Subscriber's subscription plan plus any enhanced service charges at the time of subscription, as such rates may be updated by Provider from time to time. Some charges (such as, but not limited to, surcharges) may accumulate in Subscriber's account before Subscriber is charged for such amounts, or such amounts may be charged to Subscriber as assessed. Subscriber's billing cycle starts within the week number of the month the subscription purchase is successfully processed. If there is a change in subscription plan, there may be a resulting change in Subscriber's billing cycle.

d. Purchase and use of long distance minutes are only valid in conjunction with a current, paid-up subscription. Provider will not offer any refunds or reimbursements for the purchase price of long distance minutes. Unused minutes expire six (6) months after the date of purchase, and may not be transferred. Usage of long distance minutes is billed in thirty (30) second increments. For example, one (1) minute is deducted for a forty nine (49) second call. Long distance minutes are billed at the time of purchase. If Subscriber selects "Auto-Buy", long distance minutes are automatically purchased and charged to Subscriber when the available minutes reach a threshold, determined by Provider in its sole discretion.

e. If Subscriber changes Subscriber's Services from a free demo plan to a billed plan, Subscriber will be billed beginning in the monthly billing cycle in which such a change is made.

f. Unless otherwise agreed to in writing, Subscriber agrees that all payments will be made to Provider via credit card, debit card, or automatic check payment (ACH) issued by a US bank, including MasterCard®, VISA®, Discover® or American Express®. Provider may change the credit cards accepted at any time, at its sole discretion. Subscriber's name and address as it appears on Subscriber's Provider account must also be on the credit account from which Payment is made. If Subscriber provides a credit card number that Provider accepts for payment of Subscriber's monthly bills, Subscriber is authorizing Provider to charge the amounts Subscriber owes, then or later, to that credit card account and to demand immediate payment from the card issuer. Subscriber also agrees to pay, under the terms of Subscriber's agreement with the card's issuer, the amounts charged to Subscriber's credit card. Continued use of Provider Services or non-termination of Subscriber's account re-affirms that Provider is authorized to charge and collect for Services. Subscriber agrees to authorize Provider to charge purchases made online to the credit card account supplied to Provider when the subscription was initiated, or the card that Provider has on file when the purchase is made. Subscriber agrees to pay all costs and expenses, including without limitation attorney's fees, incurred by Provider to collect any monies due under terms of this Agreement.

g. If Subscriber subscribed to a Provider service pursuant to a special offer granting Subscriber a free trial period, Subscribers set-up fee and initial monthly service fee will BE PRE-AUTHORIZED AGAINST SUBSCRIBERS CREDIT CARD LIMIT and will be immediately charged to Subscribers credit card, without further authorization from Subscriber, upon the expiration of such free trial period, unless Subscriber provides prior notice that Subscriber has terminated this authorization, or if the special offer specifically includes said charges. Such notice will not affect charges submitted before Provider could reasonably act on Subscribers notice.

h. If Subscriber subscribed to a Provider service pursuant to a special offer granting a pre-paid discount for a fixed number of months, Subscriber's pre-paid fees are payable in advance and are COMPLETELY NON-REFUNDABLE. In addition, Subscribers initial monthly service fee for the month immediately following Subscribers pre-paid period will be PRE-AUTHORIZED AGAINST SUBSCRIBERS CREDIT CARD LIMIT and will be immediately charged to Subscriber's credit card, without further authorization from Subscriber, upon the expiration of such pre-paid period unless Subscriber provides prior notice that Subscriber has terminated the authorization or if the special offer specifically includes said fees. Such notice will not affect charges submitted before Provider could reasonably act on Subscribers notice.

i. Provider reserves the right to suspend or terminate Subscriber's Provider account without notice upon rejection of any card charges or if Subscriber card issuer (or its agent or affiliate) seeks return of payment previously made to Provider when Provider believes Subscriber is liable for the charge. Such rights are in addition and not in lieu of any other legal rights or remedies available to Provider.

j. Provider reserves the right to require payment by credit card before it provides, continues, or reinstates services to Subscriber.

k. Any Subscriber whose service has been blocked or discontinued for non-payment of amounts Provider will be required to make appropriate payments to Provider (including accrued interest) before service is restored. In addition, Provider will require a security deposit from the blocked or discontinued Subscriber wishing to re-establish service.

SUBSCRIBER RIGHTS TO CHANGE OR END THIS AGREEMENT

a. Unless otherwise agreed to in writing, Subscriber may terminate its rights to receive Services hereunder by providing written notice to Provider.

b. If Subscriber terminates its rights to receive Services hereunder in the manner prescribed above, Subscriber will be billed through the end of the billing cycle in which such rights are terminated.

c. Upon any termination of Subscriber's right to receive Services hereunder, Subscriber shall immediately cease to use the Services and Provider shall have no further obligations whatsoever to Subscriber.

d. Any change in Service requested by Subscriber shall be at Provider's discretion and shall be subject to the provisions of this Agreement.

PROVIDER RIGHTS TO RESTRICT OR END SERVICE OR THIS AGREEMENT
a. To maintain or improve the Services, to prevent fraud, or for any other reason determined by Provider, Provider, at its sole discretion, may restrict, suspend, terminate or modify Subscriber's service with or without notice. Without limiting the generality of the foregoing, Provider may restrict, suspend or terminate Subscriber's Services with or without notice for reasons including, without limitation, if Subscriber:

Incurs charges that cannot be billed
Exceeds any credit limit
Makes a false statement to Provider
Interferes with Provider Subscriber service or other business operations
Becomes insolvent or go bankrupt
Breaches any part of this Agreement
Provider may also do so if:
Subscriber's credit information cannot be verified.
b. Provider believes or suspects that Subscriber's account is being misused or used by anyone for unlawful activity.

c. Provider believes or suspects that the use of Subscriber's account adversely affects or has the potential to affect service to other Subscribers.

d. Provider believes or suspects that the use of Subscriber's account adversely affects or has the potential to affect Provider's operations

e. Upon any termination in accordance with the foregoing, Provider may immediately deactivate or delete Subscriber's account and all related information and files in Subscriber's account reassign any telephone numbers associated with the account, and/or bar any further access to such files, information, or the Services.

f. Provider shall not be liable to Subscriber or any third party for any reason for terminating this Agreement or access to Services or for modifying this Agreement and/or the Services.

MODIFICATION TO SERVICES
a. During the term of this Agreement, Provider may modify the Services at any time and with or without notice to Subscriber.

b. Without limiting the generality of the foregoing, Provider may, from time to time, with or without notice and at its sole discretion, establish or change various practices, limitations and restrictions for administering such Services, including without limitation: (a) the maximum number of days that messages, faxes, emails or postings will be retained; (b) the maximum number of messages or postings allowed; (c) the size and nature of messages and postings; (d) the maximum storage space available for an account; and (e) any other matter related to the administration of the Services.

c. Subscriber agrees that Provider shall not be responsible or liable in any way for deactivation or deletion of accounts or for loss of emails, voice mails, communications, postings, data or information as a result of, or arising out of, administration of the Services, whether or not Subscriber is given prior notice thereof.

d. Provider may delete accounts that are inactive for an extended period of time.

e. Provider shall not be liable to the Subscriber or any third party for any reason for Provider modifying or terminating the Services, in whole or in part.

Subscriber is responsible for creating a back-up copy of any important or critical information that is stored on the Services. Provider shall not be responsible or liable in any way for any information or data loss in connection with the Services.

SERVICE INTERRUPTION
a. Subscriber agrees that it may be necessary for Provider to, from time to time, temporarily suspend service for technical reasons or to maintain its network, equipment or facilities.

b. Provider may interrupt service at any time for any duration of time without penalty or liability to itself, where necessary to prevent improper or unlawful use of service facilities, connections or Provider network. Provider may offer certain access control features in connection with the services, which can assist in deterring unauthorized access to the services. However, such access control features may not completely eliminate unauthorized access and the resulting charges, and Subscriber remains solely responsible therefore. In no event, shall Provider be liable, either in contract or in tort, for protection from unauthorized access to Subscribers transmissions, transmission facilities or Subscriber premises equipment, or for unauthorized access or alteration, theft or destruction of Subscriber's data files, program, messages, procedures or information through accident, fraudulent means or any other method

NO WARRANTY FOR SERVICE
PROVIDER DISCLAIMS ANY WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Provider does not warrant that the services will meet Subscriber's requirements, or that the services will be uninterrupted, secure or error free or that any defects in the services will be corrected. Furthermore, Provider neither warrants nor makes any representations regarding the use or the results obtained through the use of the services or any data or information downloaded, stored or otherwise obtained or acquired through the use of the services. Subscriber acknowledges that any data information downloaded, stored or otherwise acquired through the use of the services are at Subscriber's own sole risk and discretion. Provider shall not be liable for any service interruption, error or defect. The entire risk associated with the use of the services shall be borne solely by Subscriber.

LIABILITY OF PROVIDER
a. Due to the unavoidable nature of errors incident to the services and to the use of the facilities furnished by Provider or other providers, and any affiliates thereof, where applicable, the services and facilities furnished by Provider are subject to the terms, conditions and limitations set forth herein.

b. Except with regard to physical injuries, death or damage to Subscriber premises or other property wholly occasioned by its negligence, the liability of Provider or any affiliate of Provider to the Subscriber, to any person to whom the Subscriber provides services, or to any other person, firm, corporation, organization or entity whatsoever, whether as a result of a breach of contract, neglect or negligence, a fundamental breach of a fundamental term or otherwise, or any loss or omissions, delays, errors, defects or failures in the services, in any equipment of facilities, or for any other action or inaction by Provider or any affiliate thereof in connection with the services or the provision or non-provision thereof, shall not exceed an amount equivalent to the proportionate charge to the Subscriber for the affected services for the period during which the mistake, omission, delay, defect or failure existed. Provider and its affiliates shall have no liability whatsoever to the Subscriber or any third person arising from the failure for any reason, to activate any services on the activation date requested by the Subscriber. Under no circumstances shall Provider or any of its affiliates be liable for any indirect, special, consequential, exemplary or punitive damages whatsoever, including, without limitation, any interruption of business or lost profits, even if such damages were reasonably foreseeable.

c. Provider and its affiliates shall not be liable for: any act or omission of any connecting carrier, underlying carrier, local exchange telephone company or competitive access provider, including an underlying ISP; acts or omission of any providers of connections, facilities, or service other than Provider; conduct of the Subscriber or failure of equipment, facilities or connections provided by the Subscriber.

d. Provider and its affiliates shall not be liable for any mistakes, omissions, interruptions, errors, delays or defects in transmission or storage or failure to transmit or properly store, when caused by fire, flood, epidemic, earthquake or other act of God, explosion, strike or other disputes, riots, civil disputes, war (whether declared or undeclared) or armed conflict, municipal ordinance or provincial or federal law, Governmental order, decision or regulation, or order of any court of competent jurisdiction, or other cause not within the reasonable control of Provider or any of its affiliates.

LIABILITY OF SUBSCRIBER
a. Provider shall not be liable for and Provider shall be indemnified and held harmless by the Subscriber against, all claims, demands, losses or liabilities, including, but not limited to, fees and expenses of counsel, arising out of any of the following:
Claims for libel, slander, harassment, improper use of the services or related facilities, infringement of copyright or unauthorized use of any trade-mark, trade name or service mark, arising from the material, data, information or other transmissions, use or storage of the Subscriber using Provider facilities or services;
Claims for patent infringement arising from combining or connecting Provider equipment, facilities, services or systems with equipment, facilities and systems of the Subscriber;
Claims by those to whom the Subscriber may provide services; or
Damage to business or property or injury to or death of any person, occasioned by or in connection with any act or omission of the Subscriber or of any person utilizing the Subscribers codes, services, equipment or facilities with or without the consent or knowledge of the Subscriber.

GENERAL

a. This Agreement, including any documents incorporated herein by reference, merges all prior written and oral communications and defines the entire agreement of the parties concerning the Services.

b. In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect and such illegal, void or ineffective provisions shall be construed, as nearly as possible, to reflect the intentions of the parties.

c. All notices under this Agreement shall be in writing and delivered by email or in writing.

d. This Agreement shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of law provisions. Each party submit to the exclusive jurisdiction of the state and federal courts located in Ohio, and irrevocably waive any right that such party may have to assert the such forum is not convenient or that any such court lacks jurisdiction.

e. Subscriber agrees and acknowledges that any breach of the provisions regarding ownership contained in this Agreement shall cause Provider irreparable harm and Provider may obtain injunctive relief as well as seek all other remedies available to Provider in law and in equity.

f. Subscriber shall not transfer or assign this Agreement or Subscriber's rights under this Agreement. Any purported transfer or assignment in violation of this section is void. Notwithstanding the foregoing, this Agreement may be assigned by Provider and shall be binding on and inure to the benefit of Provider, its successors, assigns and legal representatives.

g. The failure of Provider to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement. The provisions of this Agreement relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this Agreement for any reason.

h. The U.N. Convention for the Sale of Goods shall not be applicable to this license of the Services to Subscriber.

i. The section titles in this Agreement are for convenience only and have no legal or contractual effect.