This is an Agreement between you and NickelTalk for Communication Services and related Services, and will become effective when NickelTalk activates your account. You agree and acknowledge that NickelTalk may refuse to accept this Agreement if NickelTalk believes that you may be unable to perform, in whole or part with the obligations hereunder.

Annual Fee
An annual fee of $5.95 will be charged to your account regardless of usage amount, except for instances in which a customer has signed up during a promotion in which the first year's membership fee is being waived. The annual fee will be charged to your account each year on the first month following the anniversary date of service. This charge will appear on your usage summary. Unless we receive notification of cancellation of Service the annual fee will apply.

Rates
NickelTalk rates vary depending on service plan and may change from time to time. Calling codes define country name with corresponding country and mobile codes. Charges to international mobile phones may be higher than country rates. All calls using our Service are billed in full minute increments with partial minutes rounded to the next full minute. Rates do not include current mobile service provider applicable charges.

Service
Availability of service is subject to account approval at our sole discretion. Service is normally available to your phone whenever you are able to connect with your NickelTalk access number. The Company may choose not to provide service to countries or calling areas at its sole discretion. In addition, at any time the Company may prevent use of service for any reason, including fraudulent calling patterns, excessive usage, billing irregularities and unlawful use. If your payment method is invalid or payment is declined by the bank or issuer at the time a charge is attempted, you will not be able to use the Service until your account is paid in full.

Charges
You are responsible for paying all charges to your account including but not limited to: long distance, features, directory assistance, annual fees, any taxes, surcharges or other fees. If you activate Service on behalf of an entity but were unauthorized to do so, you will be personally responsible for all charges to the account and will be fully bound by this Agreement as though you had activated Service on your own behalf. Calls are billed in full minute increments with partial minutes rounded to the next full minute. Calls are measured from approximately the time the called party answers until approximately the time you press "End" or the other party disconnects from the line. Connected calls to fax machines, answering machines and voice mail will be charged in the same way.

Billing and Payment
NickelTalk will provide a detailed billing summary in the format of its choice, which may change from time to time. Billing cycle dates are calendar month end and may change from time to time. All auto-billed charges (credit card and EFT) will automatically be posted to the payment of your choice and will show on your statement as being billed to TVC on approximately the first day of the month following your month end calendar billing cycle. No additional notice or consent will be required for charging Service use to your credit card or bank account of record.

Disputes
All amounts due, including disputed amounts, must be paid by the due date regardless of the status of any objection. Disputed amounts can be addressed in the following ways: (1) by contacting NickelTalk customer service by phone, or (2) in writing to the address contained on our invoice. All disputes must be received within 60 days after the date of invoice. If these requirements are not met you will waive any objections. If the desired results are not achieved after attempting to resolve disputes by telephone you must state your dispute in writing and mail to the address contained on our invoice within 60 days after the date of invoice.

Service Termination/Default
Failure to pay any amount owed to us by the due date of invoice, or if you breach any representations to us or fail to perform any of the promises you made in this Agreement, or if you are subject to any proceeding under the Bankruptcy Act or similar laws, you will be in default and we may, without notice to you, suspend Service and/or terminate this Agreement. You agree to pay all cost, including reasonable attorney fees, collection fees and court costs we incur in enforcing this Agreement through any appeal.

Cancellation of Service
You may cancel NickelTalk Service at any time. You may do so by (1) contacting our customer service department by telephone or email, or (2) by notifying us in writing at the address contained on your invoice. All Service will be canceled within 2 business days of receipt of notice. Following cancellation, you are responsible for paying all charges owed on your account including but not limited to: long distance, features, directory assistance, annual fees, any taxes, surcharges or other fees.

Unauthorized Use/Stolen Phone
If your phone is stolen or if you become aware of unauthorized use of Service you must notify us immediately to suspend Service. You are responsible for all charges to your telephone until Service has been suspended.

Personal Account Information
Any person able to provide your name, address, mobile number and last 4 digits of the payment method information on record is authorized by you to receive information about and make changes to your account, including addition or deletion of accounts. If you are receiving Service through a business calling plan from your employer, you authorize us to share your account information with your employer.

Change to This Agreement
We may amend the terms of this Agreement upon advance notice. If you do not agree to the amendment, you may terminate the Agreement immediately and you will not be charged any early cancellation fee. If you use the service more than 30 days after we notify you of a change, you agree to that change. You have the option to change your NickelTalk Calling Plan at any time by notifying us. You are eligible to participate in any promotions for which you qualify, provided that you comply with all requirements of the promotion. All billing changes will be in affect by your next billing cycle.

Limitation of Liability
We are not liable for acts or omissions of another service provider, for information provided through your phone, equipment failure or modification, or causes beyond our reasonable control. We are not liable for service outages nor for service limitations or interruptions. We are not liable for any accidents or incidents which result from the use of Service by you or any other person. Our liability and the liability of any underlying carrier for any failure or mistake shall in no event exceed our service charges during the affected period. We and any underlying carrier are not liable for any incidental, punitive or consequential damages such as lost profits. We and any underlying carrier are not liable for economic loss or injuries to persons or property arising from the use of service. This paragraph shall survive termination of this Agreement.

Indemnification
You agree to defend, indemnify, and hold us, our affiliates and representatives and any other service provider, harmless from claims or damages relating to this Agreement or your promises or statements made in it and use of the Service. This paragraph shall survive termination of this Agreement.

No Warranties
We make no express warranty regarding the Service and disclaim any implied warranty, including any warranty of merchantability or fitness for a particular purpose. We do not authorize anyone to make any warranty on our behalf and you should not rely on any such statement. This paragraph shall survive termination of this Agreement.

Binding Arbitration
Any dispute or claim arising out of or relating to this Agreement or service provided in connection with this Agreement will be resolved by binding arbitration except that (1) you may take claims to small claims court if they qualify for hearing by such a court, or (2) you or we may choose to pursue claims court if the claims relate solely to the collection of any debts you owe us. However, even for those claims that may be taken to court, you and we both waive any claims for punitive damages and any right to pursue claims on a class or representative basis.

Arbitration Procedures
You must first present any claim or dispute to us by contacting us in writing at the address contained on your invoice, to allow an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved in 60 days. The arbitration of any dispute shall be conducted in accordance with the American Arbitration Association. Any arbitration will take place Miami, Florida. An arbitrator may not award relief in excess of or contrary to what this Agreement provides, order consolidation or class arbitration, or award punitive damages or any other damages aside from the prevailing party's actual damages, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of the arbitration award. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, than the remainder shall still be given full force and effect.

Arbitration Expense
All administrative fees and expenses of an arbitration will be divided equally between you and us. In all arbitrations, each party will bear the expense of its own lawyers and preparation.

Waiver of Punitive Damage Claims and Class Actions
By this Agreement you and we are waiving certain rights to litigate disputes in court. If for any reason this arbitration clause is deemed inapplicable or invalid, you and we both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class or consolidated basis or in a representative capacity.

Privacy
We are not liable for any lack of privacy you may experience while using the Service. We have the right to intercept and disclose any transmissions over our facilities and to provide subscriber billing and call records and related information under certain circumstances (for example, in response to lawful process, warrants, subpoenas or to protect our rights or property.)

Assignment
We may assign all or part of this Agreement without such assignment being considered change to the Agreement, and without notice to you. We are then released from all liability. You may not assign this Agreement without our prior written approval.

Governing Laws
This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Florida.

Entire Agreement
These general Terms and Conditions represent the entire agreement between you and us and supersedes all prior offers, contracts, agreements and representations. This Agreement supersedes all promises made to you by our customer service agents, representatives or employees. If any part of this Agreement is found invalid, the balance remains enforceable.