(a) Incorporation of TAA, MSA or Service Agreement. These Terms and Conditions (these “Terms and Conditions”) to the Telecommunications Account Agreement (“TAA”), Master Service Agreement (“MSA”) or Service Agreement (referred to herein, as so amended and modified, as the “Agreement”) are part of the Agreement between clients and U.S. TelePacific Corp. All capitalized terms used but not defined herein will have the meanings given to such terms in the TAA or MSA (as applicable). “JPNDC” as used in the Agreement means the JPNDC entity executing the TAA, MSA or Service Agreement and/or its Affiliates.

(b) Services. Services are offered to clients by JPNDC either under tariffs (i.e., documents which list services, prices and other terms and conditions, referred to herein as “Tariffs”) filed with the Federal Communications Commission and state regulatory agencies having jurisdiction over the Services (“Tariffed Services”), or on a non-Tariffed basis (“Non-Tariffed Services”). All services provided under the Agreement are collectively referred to as the “Services.” In the event that the rates and terms in the Agreement conflict at any time with those set forth in JPNDC’s federal and/or state Tariffs applicable to the Services, the rates and terms of the Tariffs will control. The rates and terms of Tariffed Services may change, subject to the approval of the applicable regulatory agency.

(c) Pass Through of Price Increases. JPNDC may increase the rates for non-Tariffed Services to pass through any price increases imposed on it or its Affiliate by the providers of the underlying facilities used to provide the Services or, in the case of long-distance services, by wholesale providers of such services. “Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or under common control with a party, and where the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

(a) Agreement Effective Date. The Agreement is effective when the TAA, MSA or Service Agreement has been signed by clients and accepted by JPNDC (the “Agreement Effective Date”).

The Indemnified Party will, at the expense of the Indemnifying Party, reasonably cooperate with the Indemnifying Party and its attorneys in the investigation, trial and defense of the Third-Party Claim and any appeal arising therefrom. The Indemnifying Party may settle a Third-Party Claim without the prior consent of the Indemnified Party only if the Third Party Claim involves only the payment of money by the Indemnifying Party without any admission of guilt or fault and a full and complete release from continuing and further obligation or liability on the part of the Indemnified Parties is executed by Parties involved in the settlement and delivered to the Indemnified Party. If the Indemnifying Party does not assume full control over the defense of a Third-Party Claim subject to such defense as provided in this Section 5(e), the Indemnified Party will have the right to defend the Third-Party Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

(a) Mutual Confidentiality. This Section sets out the terms for identification of information which is considered confidential and proprietary by a party (the “Discloser”), and restrictions against use and disclosure of such Confidential Information after disclosure to the other party (the “Recipient”).

(b) Definition of Confidential Information. “Confidential Information” as used in the Agreement means all proprietary or confidential information that is disclosed to the Recipient by the Discloser, and includes: (i) any and all information relating to products or services provided by a Discloser, its clients-related and financial information, source and executable code, flow charts, drawings, techniques, specifications, development and marketing plans, strategies, forecasts, and sales and marketing materials; (ii) any products or services made available by a party; and (iii) the terms of this Agreement. Confidential Information does not include information that Recipient can show: (A) was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (B) is or becomes a matter of public knowledge through no fault of Recipient; (C) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (D) is or was independently developed by or for Recipient.

(a) Binding Arbitration of Any and All Disputes. By entering into the Agreement, clients and JPNDC waive any right to a jury trial, or the right to have any Dispute resolved in any court, and instead accept the use of binding arbitration. “Dispute” as used in this Section 8 means any cause of action, claim, case, and/or controversy of any kind arising out of or in any way related to the Agreement (including any amendments, addendums or attachments to the Agreement or documents incorporated by reference into the Agreement), and/or the subject matter of the Agreement.

(b) No Class or Representative Actions or Arbitrations. clients and JPNDC expressly agree that any Dispute is personal to such parties, and any such Dispute will only be resolved by an individual arbitration and clients will not bring or be a member in a class arbitration, a class action, or any other representative arbitration or judicial proceeding unless such agreement is prohibited by law.

If the Services offered to clients hereunder utilize VoIP technology to provide 911 and E911, this notice provides information about 911 and E911 capabilities and limitations on such voice services. The FCC requires that all telecommunications service providers utilizing VoIP notify their subscribers of the differences between the 911 and E911 access capability provided using VoIP technology and the 911 and E911 access capability using traditional telephone service. Further details about the FCC’s requirements can be found at www.fcc.gov/cgb/consumerfacts/voip911.pdf.

Notwithstanding anything to the contrary contained in this Agreement, you may terminate this Agreement without any further obligation if the Services we provide are not substantially performing up to industry standards during the first ninety (90) days the Services are available for your use.