These are the Terms of Service ("Agreement") between NEXUMI COMMUNICATIONS, LLC, a Missouri limited liability corporation, having a business address at 1534 Burlington, North Kansas City, Missouri 64116 ("NEXUMI") and you ("Customer"). In this Agreement, "we", "us" and "our" refers to NEXUMI, and "you" and "your" refers to Customer. NEXUMI and Customer may be individually referred to as "Party" and collectively as the "Parties".

PLEASE READ THIS AGREEMENT CAREFULLY AND RETAIN THIS DOCUMENT FOR YOUR FUTURE REFERENCE. This Agreement governs the relationship between you and NEXUMI and explains your respective legal rights and ours concerning all aspects of our relationship.

1. Definitions

The following capitalized terms used in this Agreement shall have the following respective meanings and shall be equally applicable to both the singular and plural forms of the terms defined unless the context shall require otherwise:

1.1 "Affiliate" means an entity controlling, controlled by, or under common control with, directly or indirectly, a Party.

1.2 "Agreement" means this Service Agreement and any rates, policies, terms or conditions provided in writing by us or posted on our website, as modified or amended by NEXUMI, including, without limitation, the following, which are incorporated herein:

Letter of Agency, Master Service Agreement, Terms of Use, Privacy Policy, Price Schedule, and Privacy Policy.

1.3 "Billing Dispute Notice" means NEXUMI's standard Billing Dispute Notice, which is supplied to you upon request, and must be used by you in order to properly submit any billing disputes to NEXUMI.

1.4 "End User" means you, or any person or entity authorized by you to utilize, in whole or in part, the Service provided by NEXUMI to you under this Agreement, including, without limitation, any person or entity we reasonably believe is acting with the authority or knowledge of you or the person whose name is on your account. Notwithstanding the foregoing, you shall remain solely responsible for all  obligations contained in this Agreement, including, without limitation, the payment of applicable charges.

1.5 "Law" means all local, state, federal and international laws and regulations imposed by any government, state or regulatory body or agency, as amended or modified.

1.6 "U.S. High‑Cost Region" means all NPA‑NXX's that belong to OCNs less than the number nine thousand (9000) and OCNs as otherwise listed by NEXUMI, as determined by the Location Routing Number ("LRN"). For the purpose of this definition, the Local Exchange Routing Guide ("LERG") database, as updated, will be the official source of NPANXX numbers, LRNs, OCNs, and Low‑Cost Wireless OCNs for the United States.

1.7 "NPA‑NXX" refers to the first six digits of a phone number, or prefix as derived from the North American Number Plan ("NANP"). The area code is the first three digits and delineates a toll area in the U.S., Canada, and Mexico. The area code is also referred to as a Number Plan Area ("NPA"). NXX refers to the exchange, which is the three (3) digits following the area code.

1.8 "Operating Company Number" ("OCN") means a numeric identity assigned to carriers in order to distinguish routing data.

1.9 "NANP Termination Traffic" means all customer egress traffic to country code one (1) excluding toll‑ free termination traffic.

1.10 "Answer/Seizure Ratio" ("ASR") means the percentage determined by the number of successfully answered calls divided by the total number of calls attempted (seizures) multiplied by one hundred (100).

1.11 "Average Length Of Call" ("ALOC") means the time spent from the moment a call is answered to the moment the call is ended. This does not include the time taken in dialing and connecting to a user.

1.12 "Location Routing Number" ("LRN") In the United States, a LRN is a ten (10) digit number in a database called a Service Control Point ("SCP") that identifies a switching port for a local telephone exchange.

1.13 "Service" means the services described on the Price Schedule provided by NEXUMI or as listed on NEXUMI's website and provided by us to you pursuant to this Agreement.

1.14 "Website" means the NEXUMI website at www.nexumi.com.

1.15 "Tax" means all taxes, duties or other charges or assessments of whatever nature including, without limitation, regulatory fees, sales taxes, excise taxes, utility taxes, telecommunications related surcharges or assessments, including Universal Service assessments, imposed or required by any taxing or governmental authority, now or in the future.

2. Priority

Unless otherwise specified herein, the following order of priority, from highest to lowest, applies to any conflict between the terms relating to a Service: (i) the Terms of Use posted on the website; (ii) the Privacy Policy on the website; (iii) the Price Schedule posted on the website; (iv) amendments or addenda to this Agreement; and (v) this Agreement.

3. Service Limitations

3.1 You acknowledge and agree that the Services shall be offered by NEXUMI subject to continued availability of any of the Services in any jurisdiction, country or to any location. You acknowledge and agree that NEXUMI may elect not to offer the Services in or to any particular jurisdiction, location or country, or may block Services to or from any particular jurisdiction, location or country if we determine, in our sole discretion, that the continuation of such Service is not permitted or advisable.

3.2 You acknowledge and agree that the Service is not intended to replace an End User's primary phone service, such as traditional landline or mobile phone service. You acknowledge and agree that the Service may not be compatible with all communication equipment. In addition, you acknowledge and agree that different regulatory treatment may be applied to the Service than is applied to other telecommunications services, which may affect End Users' rights and obligations before regulatory agencies and other governmental bodies, and you shall bear sole responsibility to determine such rights and obligations and to ensure that an End User's use of the Services does not violate any such rights or obligations.

4. Conditions of Service

4.1 You certify that you are not, and at all times during the term of this Agreement, shall not be, a "common carrier" as defined in the Communications Act of 1934, as amended (see 47 U.S.C. Sec. 153(10)). You shall not resell our Services in the form of telecommunications, telecommunications services, or any other form that would require you to (a) register with the Federal Communications Commission ("FCC") in accordance with 47 C.F.R. Sec. 64.1195, (b) file FCC Forms 499‑A or 499‑Q, or (c) otherwise comply with the FCC's Universal Service Fund requirements. You agree to indemnify and hold us, our Affiliates and subsidiaries, employees, directors, officers and shareholders of the same, harmless from any and all claims, liabilities, losses, judgments, damages, fines, penalties, forfeitures, settlements, and expenses, including without limitation attorneys' fees and costs, resulting from or arising out of your resale of the Services in violation of this Section or any other provision of this Agreement. Your resale of the Services in violation of this section may result in the immediate termination of this Agreement, in our sole discretion, without prior notice to you.

4.2 You shall only send to NEXUMI's network traffic which is originated via Internet protocol ("IP"). Your causing, transmitting, or routing of any non‑IP originated traffic to our network may result in the immediate termination of Service by us, in our sole discretion, without prior notice to you. You agree to indemnify and hold us, our Affiliate and subsidiaries, employees, directors, officers and shareholders of the same, harmless from any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs, resulting from or arising out of your sending non‑IP originated traffic to our network. We may, in our sole discretion, pass on to you any additional charges or fees which result from your sending non‑IP originated traffic to our network.

4.3 You agree that you shall not cause yourself or allow any other End User to route, or request or permit the routing of any toll free (8XX) calls or traffic to or in conjunction with any ports, DID, or POTS numbers assigned by NEXUMI, or use or permit the use of any other call routing method that would cause the originating carrier to bill us, without the prior written consent from an officer of NEXUMI. In the event that you or an End User causes or sends such calls or traffic, as described above, to our switch(es) without the prior written consent of an officer of NEXUMI, then you shall be liable for any such charges billed to NEXUMI by an originating or transmitting carrier as a result of such transmission or routing at our applicable per minute rate. If the traffic is identified as payphone originated traffic, applicable payphone surcharges shall apply. End Users or your causing, transmitting, or routing of toll‑free traffic to any ports, DID, or POTS numbers provided by NEXUMI without complying with the foregoing written consent requirements may result in the immediate termination of Service by us, in our sole discretion, without prior notice to you.

4.4 NEXUMI shall assess Customer a payphone surcharge, when applicable, for all toll‑free call attempts that originate from payphones that are delivered to the NEXUMI network at NEXUMI's applicable rate. Payphone calls are defined as calls with calling classes of: 07 [restricted station], 25 [Pay station (POTS routed)], 27[Payphone (BOCOT/Network)], 29[Prison/Inmate], 70[Payphone (COC[JT/smatt]. Customer acknowledges and agrees that Customer shall be responsible for payment of any payphone compensation obligations pursuant to applicable Law, and shall indemnify NEXUMI from any costs or expenses related to such payphone compensation.

4.5 If more than twenty percent (20%) of your total U.S. domestic termination traffic in any twenty‑four (24) hour period is terminated in U.S. "High‑Cost" Regions, an additional charge shall be added to your traffic in excess of such twenty percent (20%) threshold. Any such additional charges as described in the previous sentence shall be billed as an adjustment to your account. This 80/20 rule excludes calls terminating to Alaska and Hawaii.

4.6 If within any twenty‑four (24) hour period, your NANP Termination Traffic falls into any of the following categories, NEXUMI may assess an additional charge per call attempt.

a. ASR is less than sixty percent (60%).

b. ALOC is less than twenty‑five (25) seconds.

5. Term

This Agreement shall become effective as of the date of publication on the NEXUMI website www.nexumi.com and shall remain effective until terminated as provided hereunder.

6. Charges, Payments

6.1 You are solely responsible for all charges incurred on your account. This responsibility is not changed by virtue of any use, misuse, or abuse of the Service undertaken or caused by other End Users, or by third parties accessing the Services through your account by virtue of your failure to secure your account or account login information.

6.2 You shall remit payment for Services and applicable Taxes and surcharges on a pre‑pay basis in U.S. Dollars. You agree that Services shall not be provisioned unless and until sufficient pre‑payment is made. You agree that Services may be suspended immediately, in NEXUMI's sole discretion, if sufficient pre‑payment is not made. You agree that it is solely your ongoing responsibility to ensure that sufficient pre‑payment is made prior to use of the Services, and you agree that you shall maintain a positive account balance, sufficient to cover your anticipated usage of Services, at all times in order to continue using the Services. You shall be responsible for accurately providing NEXUMI with your valid payment information, including a valid payment method and shall pay all charges and fees associated with the Service.

6.3 You shall remit all payments by check, cash, wire transfer or credit card, and you understand and agree that processing of your credit card payments may be denied or discontinued by NEXUMI, at any time, in its sole discretion. NEXUMI shall use commercially reasonable efforts to post wire transfer payments to your account once NEXUMI receives notification of the receipt of the wire transfer. You understand that any type of payment made may be delayed in posting to your account and agree that Service may be interrupted due to lack of sufficient positive balance during any such delay. NEXUMI, in its sole discretion, may immediately suspend or terminate Services to you whenever you fail to maintain a positive account balance or maintain a sufficient positive account balance to cover your anticipated usage of Services. Notwithstanding the foregoing, NEXUMI shall not be responsible for ensuring that your usage of the Services does not result in a negative account balance, and you shall promptly remit all payments necessary to cover any negative account balances. Service cancellation may result in your loss of the numbers associated with the Service. You hereby waive any and all claims, actions or suits against NEXUMI, its Affiliates and subsidiaries, and such entities' employees, officers, directors and shareholders, and releases the same from any errors, omissions, and/or liabilities that may arise due to the processing of aforementioned payment transactions.

6.5 You are solely responsible for and shall pay all applicable Taxes that may arise as a result of your or an End User's use of the Service. NEXUMI may bill you for all applicable Taxes, and may pass through to you, to the extent permissible by Law, applicable Taxes owed by NEXUMI due to the provision of Services to you. Taxes due by NEXUMI or you, if any, are in addition to charges associated with the consumption of the Services. If you are exempt from paying any Taxes, you must provide valid documentation, satisfactory to NEXUMI, that you are exempt from such Taxes. Any such Tax exemption shall only apply from and after the date NEXUMI acknowledges your valid exemption request, and shall only apply for as long as the exemption documentation remains valid. You shall advise NEXUMI immediately if your exemption status changes, and shall provide us with updated or renewal exemption documentation (a) to reflect your current exemption status, (b) as required by Law, or (c) upon our request. You agree to indemnify and hold NEXUMI, its Affiliates and subsidiaries, employees, directors, officers and shareholders of the same, harmless from any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs, resulting from or arising out of any invalid Tax exemption claimed by you.

6.6 All applicable charges for Services provided to you shall be deducted from your account as the charges are incurred. Applicable charges for any monthly recurring Services may be deducted from your account on the first day of each month.

6.7 The payment obligations set forth in this section shall survive termination of this Agreement.

7. Pricing

For the Services provided pursuant to this Agreement, you shall pay NEXUMI according to the Price Schedule provided to you and/or posted on the website, which is incorporated herein. Pricing is subject to change at any time. Current pricing shall be posted on the website and shall become effective immediately upon posting. Unless specified explicitly by NEXUMI to the contrary, all prices are in U.S dollars.

8. Billing Disputes

You shall notify NEXUMI of any dispute relating to charges billed to your account by submitting a Billing Dispute Notice to us within thirty (30) days of the date the charge appeared on your account. The existence of a dispute shall not relieve you from paying any and all amounts billed hereunder, without setoff or reduction. NEXUMI will use commercially reasonable efforts to resolve all disputes within forty‑five (45) days of receipt of a properly completed Billing Dispute Notice. If you do not submit a Billing Dispute Notice as stated above, you waive all rights to file a claim thereafter.

9. Termination

9.1 Subject to the provisions of this Agreement and any other written agreement between the parties, either Party may terminate this Agreement, for any reason, by providing the other Party with written notice of such termination, which shall be effective immediately upon delivery of such notice to the other Party. Furthermore, NEXUMI may terminate the Agreement immediately due to your breach of this Agreement or any applicable policy of NEXUMI as posted on the website from time to time. No reimbursements or refunds for any fees charged in connection with Service shall be issued where reason for termination is due to your breach of this Agreement, including, without limitation any other policy posted on the website.

9.2 NEXUMI may terminate this Agreement, or any Service, or both, immediately on notice if you (a) fail to make any payment due under this Agreement, or (b) fail to maintain a positive account balance sufficient to cover charges for Services acquired by you under this Agreement.

9.3 Either Party may terminate this Agreement, any Service, or both, immediately upon notice if the other (a) commits a material breach of this Agreement which cannot be promptly remedied, or (b) is repeatedly in breach of this Agreement.

9.4 NEXUMI may, in its sole discretion, upon your breach of this Agreement: (a) cease accepting or processing orders for Service and suspend Service without prejudice to its right to terminate this Agreement or the Service; (b) cease all electronically and manually generated information and reports (including any CDR not paid for by you); (c) draw on any letter of credit, security deposit or other assurance of payment and enforce any security interest provided by you; (d) collect from you any charges required under this Agreement; or (e) pursue such other legal or equitable remedy or relief as may be appropriate.

9.5 Any provision of this Agreement which specifically states it survives termination of this Agreement, or which by its content is intended to apply after termination of this Agreement, shall survive its termination.

10. Warranties and Limitation of Liability

10.1 THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THIS AGREEMENT. SUCH WARRANTIES ARE IN LIEU OF, AND NEXUMI EXPRESSLY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY OR CONTRACTUAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, INFRINGEMENT, COMPLETENESS, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNDER NO CIRCUMSTANCES SHALL NEXUMI OR ANY OF ITS AFFILIATES AND EACH OF THEIR RESPECTIVE PARTNERS, MEMBERS DIRECTORS, OFFICERS, MANAGERS, SHAREHOLDERS, EMPLOYEES AND AGENTS, AND THEIR SUCCESSORS AND ASSIGNS HAVE ANY LIABILITY FOR INTERRUPTIONS AFFECTING THE SERVICES FURNISHED UNDER THIS AGREEMENT THAT ARE ATTRIBUTABLE TO CUSTOMER'S INTERCONNECTION FACILITIES, OR TO CUSTOMER'S EQUIPMENT FAILURES, OR TO CUSTOMER'S BREACH OF THIS AGREEMENT, OR FOR ANY ACT OR OMISSION OF ANOTHER TELECOMMUNICATIONS COMPANY OR OTHER VENDOR PROVIDING ANY SERVICE OR PRODUCT THAT IMPACTS THE SERVICES PROVIDED UNDER THIS AGREEMENT.

10.2 THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES LEVIED IN CONNECTION WITH THIS AGREEMENT, AND THAT, WERE NEXUMI TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.

10.3 IN NO EVENT SHALL NEXUMI OR ANY OF ITS AFFILIATES AND EACH OF THEIR RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, OFFICERS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AND AGENTS, AND THEIR SUCCESSORS AND ASSIGNS BE LIABLE TO YOU, OR ANY OF YOUR AFFILIATES OR EMPLOYEES OR TO ANY THIRD PARTY OR END USER, FOR ANY LOSS OF PROFIT OR REVENUE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, WHETHER INCURRED OR SUFFERED AS A RESULT OF THE UNAVAILABILITY OF FACILITIES, PERFORMANCE, NON‑PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER THIS AGREEMENT, OR FOR ANY OTHER REASON, EVEN IF YOU OR ANY THIRD PARTY OR END USER ADVISES NEXUMI OF THE POSSIBILITY OF THIS LOSS OR DAMAGE; OR FOR ANY OUTAGE OR INCORRECT OR DEFECTIVE TRANSMISSIONS, OR ANY DIRECT OR INDIRECT CONSEQUENCES THEREOF.

10.4 YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT UPON ANY BREACH OF THE WARRANTIES DESCRIBED IN THIS SECTION OR OTHER TERMS OF THIS AGREEMENT BY NEXUMI SHALL BE TERMINATION OF THIS AGREEMENT.

10.5 The provisions of this section shall survive termination of this Agreement.

11. Regulatory Matters; Compliance with Laws; Use of Service and Software: Acceptable Use Policy

11.1 NEXUMI, in its sole discretion, may cancel or suspend the provision, in whole or in part, of any Service which is determined to be in violation of, or no longer permitted under, any applicable Law or regulation or of NEXUMI's authorization in a jurisdiction. NEXUMI will make reasonable efforts to restore the Service, or provide a functionally equivalent substitute to you.

11.2 You shall ensure that you and any other authorized End Users do not interfere with or disrupt other users of the Services or of the NEXUMI network.

11.3 You agree that you shall use the Service only for the purposes for which it is designed and provided.

11.4 Each Party shall comply with all Laws applicable to this Agreement and to their respective businesses. You agree that NEXUMI's performance obligations under this Agreement apply solely to you, and not to any third party.

11.5 NEXUMI hereby grants to you a limited, personal, non‑exclusive, non‑transferable license, for the duration of this Agreement, to use NEXUMI's website, in a manner that is necessary to your use of the Services, and which shall be made available to you under this Agreement for use only with the Services provided. You shall not reproduce or copy, in whole or in part, any portion of the website or any other material made available to you by us, and shall return all such material to us at the conclusion or termination of this Agreement.

11.6 You shall be solely responsible for (a) all content transmitted using the Services and (b) use and publication of communications and/or information using the Services. You understand and agree that NEXUMI is only an intermediary for the transmission of Customer and third party information, that NEXUMI plays a passive role as a conduit of information for you and third parties, and that NEXUMI does not initiate the transmission of information, select the receivers of the transmission, or select or modify the information contained in the transmission.

11.7 You shall perform your obligations under this Agreement in a commercially reasonable, ethical and professional manner, and in accordance with applicable Law, including without limitation, (i)all applicable anti‑bribery laws and regulations (e.g., the U.S. Foreign Corrupt Practices Act), (ii) all laws, regulations, codes of practice and guidelines regarding data privacy, telemarketing, do‑not‑call restrictions and requirements, "slamming", or deceptive business practices, (iii) all export control laws and regulations (including those promulgated by agencies of the United States Government, including the U.S. Departments of Commerce and Defense), which prohibit the export or diversion of goods to certain prohibited countries.

11.8 You shall use the Service only for lawful purposes and in a lawful manner, and subject to the express prohibitions set forth in this section. You shall ensure that all End Users use the Service only for lawful purposes and in a lawful manner, subject to the same express prohibitions set forth in this section. You are expressly prohibited from using the Service in a manner that would, in any way, constitute, or encourage conduct that is criminal in nature, that may give rise to civil liability, or that otherwise violates any applicable Laws. In addition, you are expressly prohibited from using the Service (a) for any abusive or fraudulent purpose, (b) in a manner that enables you to avoid any obligation to pay for the Service, (c) in a manner that is deemed to interfere with, disrupt, or present a risk to the Service, network, software, property, or security of NEXUMI, its customers, its underlying providers, or other third parties, whether directly or indirectly, (d) in a manner that results in usage inconsistent with NEXUMI's expectations or the purpose for which NEXUMI is providing the Services, or (e) in a manner that may violate this Agreement or the policies of NEXUMI or any of its underlying providers. If NEXUMI determines, in its sole discretion, that you or other End Users are using the Service in a manner that violates or is contrary to this section, then we shall have the right, without liability, to block, suspend or terminate the Service, in whole or in part, without notice. You shall be responsible for any liabilities or obligations arising from your or other End Users' use of the service that is contrary to, or violates this section. You agree to indemnify and hold NEXUMI, its Affiliates and subsidiaries, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, relating to or arising out of your or other End Users' violation of this section. If NEXUMI, in its sole discretion, believes that you or any End Users' actions or omissions may be considered criminal in nature, NEXUMI may forward the necessary information, subject to applicable Law, to the appropriate authorities for investigation and prosecution. You hereby consent to such forwarding and agree to notify other End Users of the same.

11.9 NEXUMI may offer Direct Inward Dialing (DID) numbers where NEXUMI has access to such numbers. You agree that DID numbers are provided by NEXUMI only as an aggregated transport service. You understand and acknowledge that 911, E911 or 411 services are not included with DID numbers, and you agree that it is your sole responsibility to separately obtain and provide such services if required by applicable Law. You shall have sole responsibility for ensuring compliance with all  applicable Laws relating to your use of DID numbers and other such Laws regulating services you provide to End Users.

11.10 You are responsible for providing all necessary End User information and authorizations, as required by applicable Law, prior to the submission to NEXUMI of a request to port a number to NEXUMI's network. You shall obtain and provide such information and authorizations in the manner required by applicable Law, including obtaining and providing a written letter of authorization from you, the End User, if applicable. You shall at all times remain liable to NEXUMI for any and all lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses (including attorney's fees) of any kind and nature resulting from your failure to comply with this subsection and with all Laws applicable to the porting of numbers to NEXUMI's network.

12.1 The rates, terms, and conditions for some components of the Service provided pursuant to this Agreement may be subject to tariffs or similar documents. Tariffs and similar documents are subject to change at NEXUMI's discretion, in accordance with requirements of the applicable regulatory agency.

12.2 If any foreign, federal, state, or local government, regulatory agency or governmental body, including without limitation the Federal Communications Commission or a state public utility commission, or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of materially increasing the cost to provide Services hereunder or canceling, changing, or superseding any term or provision of this Agreement, then this Agreement shall be deemed modified by NEXUMI in such a way as is consistent with the fowl., intent and purpose of this Agreement and is necessary to (a) comply with such rule, regulation, law or order, or(b) to pass on to you any additional charges or fees imposed on NEXUMI. In the event that the modifications allowed by this section result in a material modification to this Agreement, any adversely affected Party may terminate this Agreement, without liability, upon written notice to the other Party.

12.3 Notwithstanding anything in this Agreement to the contrary, NEXUMI reserves the right to unilaterally modify or amend this Agreement, including any terms or conditions, policies, or pricing on the website, which are incorporated by reference herein, at any time. All such modifications or amendments to this Agreement including any terms or conditions, policies, or pricing on the website, which are incorporated by reference herein, shall be effective upon posting of the same, as modified or amended, on the website. By continuing to use the Service after the posting of such amendments or modifications, you agree to be bound by the amended or modified Agreement, including any terms or conditions, policies, or pricing on the website, which are incorporated by reference herein.

13. Technical support

NEXUMI, in its sole discretion, will provide you with technical support limited to the Services provided hereunder. Technical support may be rendered from NEXUMI's or an Affiliate's premises and may be available via the website, e‑mail and/or telephone. Support for other applications and uses is not provided or implied.

14. Indemnification

You shall defend, indemnify and hold harmless NEXUMI, its Affiliates and subsidiaries, and their respective directors, officers, shareholders, partners, members, managers, employees, representatives and agents, and each of their successors and assigns, from any claims, taxes, penalties, interest, expenses, damages, lawsuits, actions, demands, or other liabilities (including without limitation, reasonable attorneys' fees and court costs) relating to or arising out of: (a) any breach of any covenant or agreement of Customer contained in this Agreement; (b) any misrepresentation or breach of any of the representations and warranties of Customer contained in this Agreement; or (c) any claims that may be asserted by parties other than Customer who have use of or access to the Services through Customer including, but not limited to, End Users.

15. Force Majeure

Each Party is released from future performance, excluding performance of payment obligations already incurred, made impossible due to an act of fire; flood; earthquake; lighting; explosion; war; act of terrorism; strike; embargo; labor dispute; power failures; utility curtailments; government; civil or military authority; act of god or nature; act or omission of carriers or suppliers (other than the Parties themselves); acts or failures to act of any governmental authority; computer viruses or worms; 'denial of service' attacks, DNS spoofing attacks and or other hacking attacks of a similar nature (provided that the Parties have taken reasonable steps to prevent such hacking attacks); or any other causes beyond its reasonable control, whether or not similar to the foregoing, or from other causes or events beyond the Parties' control that are typically referred to as Force Majeure. A Party's release from such obligations shall be limited to the time during which its performance is made impossible. Should you continue to be unable to perform, due to a Force Majeure event, or should performance not have been commenced within forty‑five days after the occurrence of the Force Majeure event, NEXUMI shall have the right to terminate this Agreement immediately upon written notice.

16. Notices

All notifications, requests, demands, and other communications required or permitted under this Agreement (excluding invoices, modifications or amendments to this Agreement by NEXUMI, and rate changes) ("Notices") shall be in writing and addressed to NEXUMI at the address(es) specified below, and to Customer at the address(es) provided on Customer's account. All Notices from NEXUMI to you shall be deemed to have been duly delivered or given when sent by NEXUMI. All Notices from you to NEXUMI shall be deemed to have been duly delivered or given when: (i) delivered by hand; (id) sent by facsimile before 5:00 p.m., local time of the recipient, on a business day (or otherwise on the next succeeding business day) and a confirmation of the successful transmission is received by the sender; (iii) five (5) business days after being deposited for delivery with an internationally recognized overnight delivery service, such as Federal Express, and addressed or sent, as the case may be, to the appropriate addresses set forth below or to such other addresses as NEXUMI may designate by Notice to you; or (iv) sent by electronic mail to the addresses designated below before 5:00 p.m., local time of the recipient, on a business day (or otherwise on the next succeeding business day) and a confirmation of the electronic mail delivery is received by the sender. For purposes of this section, a business day is any weekday except officially recognized U.S. federal holidays.

Notices to NEXUMI:

NEXUMI COMMUNICATION, LLC

Attn:  CEO

1534 Burlington

North Kansas City, MO  64116

Phone: 816-474-0118

Facsimile: 816‑474‑3799

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

17. Confidentiality

17.1 You agree that (a) all information furnished by NEXUMI that is labeled "confidential" or is reasonably understood to be confidential, (b) all information with respect to which you are notified in writing that the information is being transmitted in a confidential basis, and (c) any confidential information whatsoever with respect to the Services, is the confidential and proprietary information or trade secret (collectively "Proprietary Information") of NEXUMI and shall remain the sole and exclusive property of NEXUMI. If you disclose Proprietary Information to an employee, officer, director, contractor, agent, or consultant, you shall advise the receiving person of the confidential and proprietary nature of the received information and take steps to ensure that such receiving person shall abide by the terms of this Agreement regarding disclosure of the Proprietary Information.

17.2 Proprietary Information shall not include information that you can demonstrate: (i) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than you; (ii) was known to you as of the time of its disclosure; (iii) is independently developed by you without access to the Proprietary Information of NEXUMI; or (iv) is subsequently learned from a third party not under a confidentiality obligation to NEXUMI.

17.3 Except as provided for in this Agreement, you shall: (i) not make any disclosure of the Proprietary Information to anyone other than your employees and agents who have a need to know in connection with the performance of your obligations under this Agreement; (ii) take measures to protect the confidentiality of our Proprietary Information that, in the aggregate, are no less protective than those measures you use to protect the confidentiality of your own Proprietary Information, and in no event shall less than due care be used; (iii) advise those to whom disclosure of Proprietary Information is made of the confidential nature of the Proprietary Information and of the prohibitions contained herein; (iv) not duplicate such Proprietary Information, except as reasonably necessary to perform your duties under this Agreement; (v) not remove or destroy any proprietary or copyright notice appearing on the Proprietary Information; and (vi) return all Proprietary Information (including all copies thereof in any media) to us at our request and in any event at the termination or expiration of this Agreement.

17.4 If you are requested or legally compelled by a government agency, a court order, or as otherwise required by law, or in any legal or arbitration proceeding relating to this Agreement, to disclose any of the Proprietary Information of NEXUMI, you agree that you will provide us with prompt written notice of these requests so that we have the opportunity to pursue our legal and equitable remedies regarding potential disclosure. In such instances, you shall also take all reasonably available measures, including, without limitation, requesting confidential treatment, redaction of information, or asserting any other reasonably available legal rights, to ensure that NEXUMI's Proprietary Information is only disclosed to the extent legally necessary.

18. Non‑Waiver

Failure by either Party to insist upon strict performance of any terms or conditions of the Agreement or failure or delay to exercise any rights or remedies provided herein or by Law shall not release either Party from any of the obligations hereunder, and shall not be deemed a waiver of any rights hereunder.

19. Third Parties

The provisions of this Agreement and the rights and obligations created under this Agreement are intended for the sole benefit of NEXUMI and you, and do not create any right, claim or benefit on the part of any person not a Party to this Agreement, including without limitation, End Users or any other third parties.

20. Relationship of the Parties

Neither this Agreement nor the provision of Service hereunder shall be deemed to create any joint venture, partnership or agency between NEXUMI and you. The Parties are independent contractors and shall not be deemed to have any other relationship. Neither Party shall have, or hold itself out as having the power or authority, express or implied, to bind, assume, incur, or create any obligation or liability for the other Party in any manner whatsoever.

21.1 This Agreement shall be governed by the laws of the State of Missouri without regard to any choice of law principles that could result in the application of the laws of any other jurisdiction. The Parties agree that any action related to this Agreement shall be in the venue of the state courts located in the County of Clay, State of Missouri, or only if applicable exclusive federal law, then in the United States District Court ‑ Western District of Missouri. You hereby consent to the jurisdiction of the courts of the county of Clay, state of Missouri, or the federal courts located in the United States District Court - Western District of Missouri, as applicable, and waive any objection to this venue.

21.2 The provisions of this section shall survive termination of this Agreement.

22. Headings

The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement

23. Unenforceability of Provisions

The illegality or unenforceability of any provision of this Agreement shall not affect the legality or enforceability of any other provision or portion of this Agreement. If any provision or portion of this Agreement is deemed illegal or unenforceable for any reason, there shall be deemed to be made such minimum change in the provision or portion as is necessary to make it valid and enforceable as so modified.

24. Entire Agreement

This Agreement, including all rates, policies, terms or conditions posted on NEXUMI's website, constitutes the entire agreement between the Parties relating to the subject matter hereof. All prior understandings and agreements between the Parties relating to the subject matter hereof are merged in this Agreement, which alone and completely expresses the Parties' mutual understanding.

25. Assignment

NEXUMI may assign all or part of its rights under the Agreement without such assignment being considered a change to the Agreement, and without notice to you, except to the extent provided by law. We shall then be released from all liability. You may not assign the Agreement without our prior written consent. Subject to these restrictions, the Agreement will bind the heirs, successors, subcontractors, and assigns of the respective Parties, who will receive its benefits.

26. Dispute Resolution

26.2 If your dispute is not resolved by good faith negotiations, you have the right to take any dispute that qualifies to small claims court rather than arbitration, or to a state or federal regulatory agency. All of your other disputes arising out of or related to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory) must be resolved by final and binding arbitration. This includes any dispute based on any Service or matter having a connection with this Agreement and any dispute not finally resolved by a small claims court or state or federal regulatory agency.

26.3 The arbitration process established by this section is governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. Sec. 1 et seq. The arbitration of any dispute shall be conducted in accordance with the American Arbitration Association's ("AAA") Supplementary Procedures for Consumer‑Related Disputes, as modified by this Agreement, which are in effect on the date a dispute is submitted to the AAA. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms.

26.4 The arbitrator will have no authority to award consequential, incidental, punitive, or exemplary damages barred by this Agreement, and you expressly waive your rights to any such damages. To the extent such damages may not be so waived, if an arbitrator decides to award such damages they shall  be limited to the total amount of Service charges between the Parties. Unless applicable substantive law provides otherwise, each Party pays its own expenses to participate in the arbitration, including attorneys' fees and expenses for witnesses and production and presentation of evidence.

26.5 Arbitrations under this Agreement shall be confidential as permitted by federal law.

26.6 EACH DISPUTE SHALL BE DECIDED ON AN INDIVIDUAL CASE BASIS AND SHALL NOT BE CONSOLIDATED IN ANY ACTION WITH THE DISPUTES OR CLAIMS OF OTHER CONSUMERS OR CUSTOMERS. YOU AGREE THAT YOU SHALL NOT BRING ANY DISPUTE OR CLAIM AS A CLASS ACTION OR AS A PRIVATE ATTORNEY GENERAL, AND YOU AGREE NOT TO ACT AS A CLASS REPRESENTATIVE OR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS WITH RESPECT TO ANY DISPUTE OR CLAIM RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED BY NEXUMI. WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, THE PARTIES AGREE TO WAIVE ANY RIGHT TO JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES UNDER THIS AGREEMENT.

26.7 If any portion of this dispute resolution section is determined to be unenforceable, then the remainder shall be given full force and effect.

26.8 This section shall survive termination of this Agreement.

27. Authority

Each individual executing this Agreement on behalf of a Party hereby represents and warrants to the other Party that this individual is duly authorized to so execute, and to deliver, this Agreement. By its signature below, each Party acknowledges and agrees that sufficient allowance has been made for review of this Agreement by respective counsel and that each Party has been advised by its legal counsel as to its legal rights, duties and obligations under this Agreement.

28. Attorneys' Fees

If suit is brought or an attorney is retained by NEXUMI to enforce the terms of this Agreement or to collect any money due under this Agreement or to collect money damages for breach of this Agreement, then we shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorneys' fees, witness fees, collection fees, court costs, costs of investigation and other related expenses incurred in connection therewith.

29. Emergency Services 911 and E911

29.1 Dialing 911 for Emergency Services. Please review the following Information carefully, which summarizes important differences between traditional 911 dialing and 911 dialing from NEXUMI's Voice over Internet Protocol ("VoIP") telephone service. All NEXUMI customers acknowledge that they have read and understood this 911 emergency services disclosure before using the NEXUMI telephone service by use of our Service.

29.2 Limitations on Emergency Calling. Dialing 911 on your NEXUMI telephone service ("911 Dialing") is different from traditional 911 service in some important ways. The FCC requires NEXUMI to advise you of the circumstances under which 911 emergency services may not be available or may be limited in some way, when compared to traditional 911 service, as well as the nature of such limitations.

29.3 You Must Notify All Telephone Users that Dialing 911 on Your NEXUMI Device is Different from Traditional 911 service. You must inform all telephone users, employees, residents, guests, and other persons that may be present at the physical location where you utilize any equipment with NEXUMI Services of the important distinctions and limitations of 911 Dialing as compared with traditional 911 dialing.

29.4 Service Disruptions may Delay or Disrupt 911 Calls

Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, your equipment and 911 Dialing will not function until power is restored. Following a power failure or disruption, or if you move your equipment, you may need to reset or reconfigure such equipment prior to utilizing 911 Dialing.

Service Outages Due to Internet Outage, Suspension, Disconnection of Broadband Service, or Internet Service Provider ("ISP) Service. Service outages, suspensions, or disconnections of service by your high‑speed Internet provider or ISP will prevent all NEXUMI Services, including 911 Dialing, from functioning.

Outage Due to Disconnection of Your NEXUMI Account. Outages due to disconnection of your account will prevent your equipment, including 911 Dialing, from functioning.

Outages Due to ISP or Broadband Provider Blocking of Ports, or Other Acts. Your ISP, high‑speed Internet provider, or other third party may block the ports over which your telephone connection is made or otherwise impede the usage of your equipment. If you suspect this has happened, you should alert us to this situation and we will work with you to attempt to resolve the issue. During the period that the ports are being blocked or your equipment is impeded, your equipment, including 911 Dialing, may not function. You acknowledge that NEXUMI is not responsible for any impediment to your use of the equipment or the NEXUMI Services, including 911 Dialing, which is caused by the actions of a third party, including blocking the ports over which your telephone connection is made.

Other Outages. Outages to the NEXUMI Service may be caused by reasons other than those listed here, and may prevent 911 Dialing from properly functioning.

29.5 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing your equipment over NEXUMI Services as compared to traditional 911 dialing over traditional public telephone networks.

29.6 Changes to Your Address or Using a "Non‑Native" Number may Delay or Disrupt 911 Calls. With traditional telephone service, when you dial 911 your call is automatically routed to the appropriate local emergency responder for your geographical area, or Public Safety Answering Point ("PSAP"), because the phone company knows where you are (this is called "Basic 911"). If you move to a different area and set up a new account for your phone service, your calls to 911 will still be routed to the appropriate PSAP since the phone company will know that you have moved. Some locations have access to "Enhanced 911", which is also called "E911". If your location has access to E911, when you call 911 from your traditional telephone service your address and phone number are automatically provided to the PSAP, which means that the emergency operator has the information he or she needs to send you help and call you back, if necessary.

Most NEXUMI Customers will access either Basic 911 or E911 service via 911 Dialing. If you are an NEXUMI customer with a registered address within the State of New York, we are required by state law to notify you that your 911 Dialing service is E911, unless you are one of the customers described below who doesn't have Basic 911 or E911 due to their specific location or situation (see "Certain Customers may not have Access to Basic 911 service or E911 service", below), in which case 911 Dialing will connect you to the National Emergency Call Center as described below.

With the NEXUMI Service, you have the option to select a phone number that does not correspond to your geographical area (for example, your NEXUMI area code may signify Kansas City but you and your device may live in St. Louis). Your device may also work anywhere you take it, so long as it has a broadband connection to the Internet, which means you must inform NEXUMI of your actual physical address, no matter what NEXUMI telephone number you have, and you must update that physical address any time you move.

If you do not provide your correct physical location to NEXUMI when you set up your account, or if you do not update that information with NEXUMI when you move your NEXUMI device, your 911 calls may be routed to a PSAP in the wrong location, and/or the wrong address and phone number may be provided to the PSAP, resulting in potentially lengthy delays in the arrival time of the emergency responders.

When you first provide NEXUMI with your registered location, and when you update it, there may be a delay in that information becoming available to properly route your calls to the correct PSAP and to provide the PSAP with your correct location.

29.7 Certain Customers may not have Access to Basic 911 service or E911 service. In certain locations or situations, NEXUMI customers may not have access to Basic 911 service or E911 service. In those locations and situations your 911 call will be sent to the National Emergency Call Center. A trained agent at the National Emergency Call Center will ask for the name, telephone number and location of the customer calling 911, and will contact the local emergency center for such customer in order to send help. Examples of situations where 911 calls will be sent to the national emergency call center include when there is a problem validating a customer's address, when the customer is identified with an international location, or if the customer is located in an area that is not covered by the landline 911 network. Emergency personnel do not receive your phone number or physical location when your 911 call is routed to the National Emergency Call Center, which means if you are unable to provide that information, they may not be able to send help to your location and/or call you back should the call be disconnected for any reason.

29.8 You Must Register and Update Your Address with NEXUMI. For each phone line that you utilize with the internet‑only service, you must register with NEXUMI the physical location where you will be using your equipment with that phone line. Your initial location will be registered as a part of the registration process when you receive a new phone number from us. It is incumbent on you to confirm the accuracy of your physical address via your online account if you make any changes, additions, or transfer phone numbers to your account. If we cannot validate the address you provide during the registration process, your 911 call will be sent to the national emergency call center as described above. If you move your equipment to another location it should work without further registration, but you still MUST update your physical address in order to ensure proper 911 Dialing function. If you do not update your location, any 911 calls you make may be routed to a PSAP near your old address and may result in help being sent to the wrong location. For purposes of 911 Dialing, you may only register one location at a time for each phone line. Should you choose to use the NEXUMI system overseas, you will not have access to emergency calling. NEXUMI reserves the right to charge you for penalties that we incur when 911 response personnel are sent to the wrong address because you have not updated your physical location. You authorize us to disclose your name and address to third parties involved with providing 911 emergency services to you, including but, not limited to, call routers, call centers and local emergency centers.

29.9 Landline 911 Emergency Calling. If you have a landline connected through your NEXUMI Service and you dial 911, the call will be directed through your local telephone service line and handled by your local telephone service company, not by NEXUMI.

29.10 Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither NEXUMI nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless NEXUMI, its officers, directors, employees, affiliates, agents, and assigns, and any other service provider who furnishes services to you in connection with the NEXUMI Services, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, attorneys' fees) by, or on behalf of, you or any third party relating to the absence, failure, or outage of the service or inability to operate any connected equipment, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the service and any equipment to be able to use 911 Dialing or access emergency service personnel.

29.11 Alternative 911 Services. If you are not comfortable with the limitations of the 911 Dialing service, you should consider continuing to have a basic landline connected to your service.

30. Miscellaneous

30.1 For purposes of this section, "Query" means any unique access of caller name ("CNAM") services, and "Provider" means NEXUMI's underlying provider of the CNAM services.

30.2 You agree and warrant that any information provided to CNAM services shall have been legally obtained and that its use of information from the CNAM services will be legal. You agree that you shall comply with all applicable privacy and data protection laws, rules, and regulations related to your use of the CNAM services, including information provided to and from the CNAM services.

30.3 You agree to use the CNAM services only to obtain information on a Query basis and that all Queries to the CNAM services will be primary; that is, except for use of your existing customer information, there will be no queries with another product or service to obtain information that might be obtained from the CNAM services without first making a Query to the CNAM services.

30.4 You agree that you shall not: (i) disassemble, deconstruct, decompile, or otherwise reverse engineer the CNAM services or any other Provider software used with the Provider's services; (II) use information obtained from the CNAM service with any technology or in any way to produce a result or functionality of another Provider service; or (ill) use the CNAM services with computer‑generated, random information.