MB Terms of Service

These terms and conditions constitute the agreement (the "Agreement") between Customer, Vendor and MBConnex. MBConnex is a DID Number Exchange, for communications-related services. For purposes of the agreement, "customer" means the person & company identified by MBConnex' accounting as responsible for payment of charges and any person with authority to represent that person or to use the services/ "Vendor" means the person or company providing communications-related services to MBConnex.

Use Of Service

A- Customer authorizes MBConnex.

To verify its creditworthiness with a credit reporting agency if needed to determine customer's eligibility for Service. If Customer is approved for Service, Customer agrees not to use Service for any unlawful or destructive purpose or in such a way as to create damage or risk to MBConnex' business, reputation, employees, facilities, third parties or to the public in general. Customer has no proprietary or ownership rights to or interest in a specific phone number or phone numbers assigned to Customer by MBConnex.

The service customer is buying is originally provided by the VENDOR of the DID number; thus, MBCONNEX does not provide the * Guarantee of Service on the DID number. MBCONNEX tests DID with the DID TESTER software. When a DID of MBCONNEX Seller Member does not work 3 days in a row in a one month period, the MBCONNEX BUYER will not be charged for the monthly rate or a rebate may apply. However, if the DID has a Per min charge occurred on it, the Buyer will be charged for it. Service Provision: the instant a Customer selects a number, the number is routed to the customer unless otherwise stated in advance via MBCONNEX email or MBCONNEX website.

B- Term

This agreement shall become effective on the Effective Date and shall continue for a period of time of service agreement, unless earlier terminated as provided herein. At the end of the initial Agreement Term, the Agreement Term shall automatically renew on month-to-month basis until terminated by either party with thirty (30) days' prior written notice to the other party.

Except otherwise set forth herein, MBConnex shall deliver the Service for the entire duration of the Service Term, and Customer shall pay all charges for delivery thereof through the end of the Service Term. To the extent that the Service Term for any Service extends beyond the Agreement Term, then this Agreement shall remain in full force and effect for such Service until the expiration or termination of such Service Term.

C- Unauthorized Usage

If the Service is stolen or Service is fraudulently used, Customer must immediately notify MBConnex and provide such documentation and information as MBConnex may request which includes, but is not limited to, a copy of a filed police report. Customer agrees to cooperate with MBConnex in any fraud investigation and to implement any fraud prevention measure MBConnex prescribes. Failure to provide reasonable cooperation will result in Customer liability for all fraudulent usage. Customer agrees to advise MBConnex if service usage changes from either residential or business use.

In addition, MBCONNEX Member agrees to comply with the MBCONNEX process for following through with illegal or fraudulent use of DID as listed

D- Cancellation

In each MBCONNEX transaction, there is a Buyer and Seller. The Buyer and the Seller understand that once a trade or exchange is completed on MBCONNEX, this concurs an agreement. The agreement is that neither party will cancel the trade or exchange during the period of time in which the said DID numbers are active. The provided DID numbers that were originally exchanged (traded) will then be passed on to other members of the exchange. This describes the method in which no exchange will be cancelled.

A DID sold on MBCONNEX may not be turned off by the MBCONNEX Seller unless the MBCONNEX Seller who sold the DID is going out of business and is closed. Where this is the case, the DID Seller must give at least a 3 months in advance notice.

E- Emergency Calling Service - Non-Availability

MBConnex is an incoming only service, and does not offer any outbound service, which is needed by FCC to provide E911 Services, and Customer must have its own E911 Services. MBCONNEX does not offer any e911 Services.

F - TECHNICAL SUPPORT

MBCONNEX BUYER Member understands that any technical support provided by MBCONNEX will be made to the MBCONNEX BUYER, not to the end-users of the MBCONNEX BUYER. The MBCONNEX BUYER will not pass information to its end-users to receive customer service from MBCONNEX. In the case where the MBCONNEX BUYER points the end-user or end-users to MBCONNEX for customer service or other reasons, MBCONNEX has the right to cancel the MBCONNEX service to the MBCONNEX BUYER. In the case where MBCONNEX decides to cancel the MBCONNEX service, the MBCONNEX BUYER will receive a 30 day notice.

G- Do Not Call Laws

MBConnex Buyer/Member is aware of Do Not Call laws and agrees to take the responsibility to comply with them.

Some information regarding Do Not Call in the USA is at http://www.ftc.gov/opa/2008/04/dncfyi.shtm,

in UK is at http://www.tpsonline.org.uk/tps/, and in Canada is at http://en.wikipedia.org/wiki/Canadian_Do_Not_Call_List.

This is not all inclusive and is the responsibility of the MBConnex Buyer Member to know and comply.

Changes to this Agreement

MBConnex. may amend the terms of the Agreement, including all Calling Plans, with advance notice. If Customer does not agree to the amendment, Customer may terminate the Agreement by Requesting its account to be closed.

Charges/Payments/Default/Taxes/Termination

a. Billing and Payment of Charges for Customer

When a customer hits BUY NOW button, they agree to make the payment billed to them, no matter if they are able to configure the DID number on its switch or not and can not refuse the payment, under any reason. All Sales are Final.

Customer is responsible for paying all charges posted to customer's account, including but not limited to, monthly service fee, setup fee, usage charges, advanced feature charges, transaction fees and other on pre paid bases. Charges, including disputed amounts, must be paid by the date shown on the invoice. MBConnex calculates all rates at one-minute increments, rounded up to the nearest minute, commencing upon the first use of any services being provided. Customer agrees that (a) it would be impractical to determine the exact amount of MBConnex' damages if Customer fails to pay promptly, and (b) in the event of such failure, Customer shall pay MBConnex the amount due plus any bank charges or transactions fees that may occur due to a charge back or improper credit card number provided for payment to MBCONNEX.

b. Credit Card Charges

If Customer's choice of payment is via credit card, customer must fill, sign and submit a credit card authorization form along with clear copies of other required documents to MBConnex. It authorizes MBConnex. to charge the credit card account number for MBConnex charges that accrue during the billing cycle. Customer reauthorizes MBConnex to charge its designated credit card account each time it uses Service and/or as required by the Calling Plan Customer chooses. This authorization will remain valid until terminated by written notice to or from MBConnex. It is expressly understood and agreed that the term for Service will automatically renew for a similar term until such time as Customer notifies us in writing of its intention not to renew. MBConnex may terminate the Customer account at any time, in MBConnex's sole discretion, for declined credit cards or any other non-payment of account charges with the understanding, however, that Customer remains fully liable to MBConnex for all charges accrued from usage of Service and all charges incurred by MBConnex due to said declines, etc.

When my credit card is charged for MBCONNEX invoices, and it declines, I will be charged $3 per day for those declinations.

If you have an issue with credit card charges, you should contact our company MBConnex. first by logging into your account and create a support email communication concerning the matter. In the event of a charge back by a credit card company (or similar action by another payment provider allowed by us) in connection with your payment of fees for any Service(s) we provide, you agree that we may suspend access to any and all accounts you have with us. We will reinstate your rights to and control over these Services solely at our discretion, and subject to our receipt of the unpaid fee(s) and our then-current reinstatement fee, currently set at $100 (US Dollars). Reinstatement of Service(s). Charges for the Service(s) which use our credit card payment processor will be identified on your credit card statement as "MBConnex."

Payments from the MBCONNEX BUYER Member will be prepaid via credit card. Where credit card is not available, the payments will be prepaid via bank wire transfer or Western Union transfer.

c. Default/Termination

MBConnex reserves the right to terminate Service at MBConnex's discretion. MBConnex may discontinue the Service, for any reason including without limitation, if it has reason to believe that there have been attempts to hack or disrupt the system, or that the Service is being misused in any way. In the event of Customer default - i.e. Customer does not pay any sum when due, breach any representations Customer made to MBConnex, fail to perform any of Customer's obligations set forth in this Agreement between Customer and MBConnex, are suspected by MBConnex of committing fraud, harming MBConnex's network, harming Service to other customers, using Service in any way that damages MBConnex - Customer will reimburse MBConnex for its attorneys' and expert witnesses' fees and costs of investigation, collection and similar expenses incurred by MBConnex in the enforcement of any right or privilege hereunder. If this Agreement is terminated because of Customer default, MBConnex may keep any charges or sums prepaid by Customer upon termination. MBConnex may require reactivation charges to renew Service after termination or suspension.

d. Taxes

Any applicable sales, use, excise, public utility or other taxes, fees or charges imposed on MBConnex as a result of providing the Service will be added to Customer's account when imposed or required by law. If Customer is exempt from payment of such taxes, it will provide MBConnex with an original Tax Exempt Document. Tax exemption will only apply from the date MBConnex receives the document

Limitations

a. Limitation of Liability

MBConnex's non performance hereunder shall be excused and MBConnex shall not be liable if caused by act or omission of an underlying carrier; equipment, network or facility failure; equipment, network or facility upgrade or modification; acts of god; strikes; fire; war; riot; government actions; equipment, network or facility shortage; equipment or facility relocation or causes beyond MBConnex's control, including without limitation the failure of an incoming or outgoing call, call to be connected or completed, or degradation of voice quality. MBConnex's liability for any failure or mistake shall in no event exceed Service charges during the affected period. MBConnex is not liable for any incidental or consequential damages of any type.

b. Indemnification

Customer agrees to defend, indemnify, and hold MBConnex, its affiliates and agents and any other service provider, harmless from claims or damages relating to this Agreement. This paragraph shall survive termination of this agreement.

c. No Warranties on Service

MBConnex provides no warranties of any kind on the Service. Statements regarding or descriptions of the Service, if any, by MBConnex or MBConnex's agents or installers are informational and are not given as a warranty of any kind. MBCONNEX is a Brokerage web site, and does not offer service on its own, but offers basic help to customers in configuring their servers via web help.

Resolution of Disputes

a. Mandatory Arbitration

Any dispute or claim between Customer and MBConnex arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the Ontario Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join a punitive or certified class action to arbitration or seek to consolidate or bring previously consolidated claims in arbitration. The arbitrator shall have no authority to award punitive damages. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.

b. Cost of Arbitration

All administrative fees and expenses of arbitration initially will be divided evenly between Customer and MBConnex. In all arbitrations, each Party will bear the expense of its own counsel, experts, witnesses and preparation of evidence in arbitration. The prevailing Party shall be awarded all attorneys' fees and costs attendant to each arbitration proceeding. The decision of the Arbitrator shall be final.

The location of arbitration shall be Toronto Ontario, unless otherwise agreed to by both Parties in writing.

Miscellaneous

a. Signing Authority

Customer acknowledges that the Customer is of legal age, has receives a true copy of this Agreement that is available online and has read and clearly understands the terms of this Agreement. Customer notes that there is a reference to these terms of services URL on customer's Purchase Invoice.

b. Privacy

IP telephony utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. MBConnex is not liable for any lack of privacy that may be experienced with regard to the Service. Please refer to our Privacy Policy for additional information.

c. Notices

Notices to Customer shall be sent to the email address on file for Customer at MBConnex and will be considered given on the date sent by MBConnex. Customer is responsible for notifying MBConnex of any changes to its email address. Notices to MBConnex shall be considered given when received by MBConnex at care at MBConnex.net.