This Master Service Agreement (formerly known as Internet Voice Subscriber Agreement "IVSA") and the agreements and documents referenced herein constitute a contract (collectively, “Agreement”) is by and between Maxsip and Customer, as defined in herein. Customer has agreed to purchase the products and services (collectively, “Service(s)”) selected on each individual attached Service Order (collectively, the “Service Orders” and each, a “Service Order”), or authorized telephonically or via email by Customer, and such additional Services as may be ordered by Customer from Maxsip from time to time in the future, on these terms and conditions, which can be found at www.Maxsip.com together with Supplemental Terms and Conditions for Maxsip’s various plans for voice, data and efax. If Customer does not have access to the electronic version of this Master Service Agreement, a hard copy will be provided upon request. Customer agrees to comply with all such terms and conditions and to timely pay for all Services. Customer is responsible for verifying that all Customer information on Service Order(s) is/are complete, accurate and reflects Customer's intentions. In the event of a conflict between this Master Service Agreement and the Supplemental Terms and Conditions, the terms and conditions set forth in the Supplemental Terms and Conditions specific for the plan or service will govern. In the event of a conflict between this Master Service Agreement and Customer’s Service Order, the terms set forth in the Service Order will govern.

By subscribing to or using Maxsip Service(s), Customer agrees to the terms of this Agreement in its entirety. References herein to various documents are part of this Agreement.

DEFINITIONS (Terms with initial caps not otherwise defined herein shall have the meanings ascribed in the Agreement.)

Affiliate: Affiliate means, with respect to either Company or Customer, any other entity which controls, is controlled by, or is under common control with the Company or Customer. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of Company or Customer management and policies, whether through the ownership of voting securities, by contract, or otherwise.

Authorization Code: A numerical code, one or more of which may be assigned to a Customer, to enable the Company to identify the origin of service User so it may rate and bill the call. All Authorization Codes shall be the sole property of the Company and no Customer shall have any property or other right or interest in the use of any particular Authorization Code. Automatic Numbering Identification (ANI) may be used as or in connection with the Authorization Code.

Automatic Numbering Identification (ANI): A type of signaling provided by a local exchange telephone Company which automatically identifies the local exchange line from which a call originates.

Commencement Date/Start of Service: The date the Company notifies a Customer that Service is available for use by Customer or some other mutually agreeable date. Commencement Dates may be determined by Maxsip based on the date of execution of a quotation or Service Order.

Company: Maxsip Corporation or any controlled affiliate providing an offered product.

Customer: The person, firm, corporation or other entity that orders or uses Service and is responsible for compliance with all Company’s regulations and Customer obligations set forth in the Agreement, including the duty to pay for Service. The term Customer includes its employees, assigns, agents or other parties directly or indirectly using Services provided by Maxsip. The term Customer also means any person, whether authorized or unauthorized, using the Service and/or Device provided to Customer. Customer is also referred to within as “You,” “Your,” or “User”.

Customer Service or Customer Service Representative: An individual that may assist a Customer with any question he/she may have about any service provided by Maxsip. A Maxsip Customer Service Representative may be reached by calling 1.888.8.MAXSIP.

Due Date: A specific date in time calculated as stated on the invoice or due on receipt. Each invoice has its own designated due date by which the Customer is given ten (10) calendar days to satisfy payment of said invoice. In the event Maxsip does not receive payment in full prior to the Due Date or on the Due Date, the Customer's account is deemed delinquent and late fees will apply.

End User or User: Any person or entity that receives or uses Maxsip Service, irrespective of whether such person or entity is authorized by the Customer to receive or use Service. “End User” shall also mean any person or entity Customer or its Carrier Customer provides telecommunications and/or related services using, in part, Services provided by Maxsip to Customer.

FCC: Federal Communications Commission.

Holiday: Includes, but not limited to, New Year's Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Individual Case Basis: A service arrangement in which service rate, charges or terms and conditions are non-standard and based on the specific requirements of the Customer.

Master Service Agreement (MSA) or Carrier Service Agreement (CSA): That part of an Agreement by and between the Company and the Customer and, among other things, accommodates the execution of subsequent Service Order or Access Service Requests by the Company and the Customer.

Network: the telecommunications network of Company or Customer, as the context of the provision requires or as contemplated.

etwork Number: The part of an Internet address that designates the network to which the addressed node belongs.

Non-Recurring Charges (NRC): One-time charges for Service including, but not limited to, charges for specially constructed Communications Facilities, Service installation, e.g., “expedite charges,” or special fees for which the Customer becomes responsible at the time a SO, MSA or CSA is accepted.

Quote/Quotation: The terms "quote," "quotation" and "estimate" shall be used interchangeably in the normal course of business. Under the terms of this Agreement, a quote or estimate signed by Customer becomes a Service Order and is made part of this Agreement.

Recurring Charges (MRC): Monthly charges for Services or equipment.

Service(s): refers to any and all products and services Customer purchases from Maxsip under the terms of this Agreement, including all future Service Orders.

Service Order (SO): is a Customer executed quotation for service(s), or an independent document, that is made part of this Agreement upon execution by Customer. The Service Order identifies the Service to be furnished and the location(s) at which that Service is to be provided.

United States: include all 50 States of the United States.

Supplemental Terms and Conditions: Terms and conditions additional to the general Terms and Conditions herein that apply to a specific plan of Service ordered or used by a Customer.

Telecommunications: The transmission of voice communications or, subject to the transmission capabilities of the service, the transmission of data, facsimile, signaling, metering, or any other form of intelligence.

1. Scope of Agreement and Term of Service
   1. SERVICES AND BILLING. In accordance with the terms and conditions herein, Maxsip shall provide certain products and services to Customer as specified in any Service Order and made part of this Agreement. Billing for such Services shall begin as of the Commencement Date.
   2. TERM OF SERVICE. The initial term of service shall begin on the Commencement Date and continue for the duration of the term as defined in this Agreement. Individual Terms of Service for each order shall be made part of any Service Order. In the event the SO does not specify a length of years for the initial term of Services, the initial term of Service is thirty six (36) months.
   3. RENEWAL. This Agreement and all Services shall automatically renew for a term of twelve (12) months, unless one party notifies the other party in writing at least thirty (30) days prior to the expiration of the then-current term of its intention to not renew this Agreement.
   4. PROVISION OF SERVICES. Subject to the terms and conditions of this Agreement, Maxsip shall provide to Customer the Services solely for Customer's own use, and not for the use or benefit of any third party. Customer may allow its employees, agents, and other users to access the Services on Customer's behalf, provided Customer communicates the terms and conditions of this Agreement to all potential users, and obtains from each user (or, in the case of a minor user, from the parent or legal guardian) a substantively equivalent agreement that limits the liability of Maxsip as described in this Agreement. Customer takes full responsibility for the use of the Services by any minors and hereby consents to such minors' use of the Services. The Services provided by Maxsip to the Customer are not for resale without the prior written agreement of Maxsip. In the event the Customer attempts to sell the Services, including the routing of Internet Protocol traffic from other individuals or organizations, Maxsip must be notified. In such case, Maxsip may, at its sole discretion, increase the fees associated with the Services rendered hereunder, or terminate this Agreement, pursuant to the termination provisions contained in these Terms and Conditions.
   5. PROHIBITION ON RESALE. If Customer has subscribed to Maxsip’s Services, the Service and Device are provided to Customer as a user. This means that Customer is not to resell or transfer the service or device to any other person for any purpose, without express written permission from Maxsip in advance. Customer agrees that the Maxsip Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting. Maxsip reserves the right to immediately terminate or modify the Service, if Maxsip determines, in its sole discretion, that Customer's Service is being used for any of the aforementioned activities beyond normal usage for that class of customer.
   6. UPGRADES AND SUPPORT. From time to time, Maxsip may (and has the right to) send information and offers to Customer and its users about upgrades, documentation and other services offered by Maxsip. Notwithstanding the foregoing, unless otherwise agreed in writing, under no circumstances shall Maxsip have any obligation to provide Customer with upgrades, enhancements, modifications, or support for the Services other than as set forth herein.
   7. QUOTATION FOR SERVICES. Quotations for Maxsip Services are valid for one (1) month from the date on the quotation. If the quotation is set to expire in less than one (1) month, a specific expiration date will be noted on the quotation itself. Customer executed quotations thereby become Service Orders and made part of this Agreement.
   8. Customer agrees and understands that monthly fees do not include on-site support. See Section 2 for rates and charges associated with on-site visits.
   9. EMERGENCY SERVICES – 911 DIALING. Enhanced 911 or E911 service is a North American telecommunications based system that automatically associates a physical address with the calling party's telephone number, and routes the call to the most appropriate Public Safety Answering Point (PSAP) for that address. The caller’s address and information is displayed to the PSAP calltaker immediately upon call arrival. This provides emergency responders with the location of the emergency without the person calling for help having to provide it. It is the Customer’s sole responsibility to make sure that the proper physical address for their location is associated with their phone number. If the physical address changes, or Customer transfers the phone number out of their location, they must notify Maxsip of the address change in order for E911 to operate properly. The system only works in North America if 911 is called. Calls made to other telephone numbers, even though they may be listed as an emergency telephone number, may not permit this feature to function correctly.
      1. All Customers are automatically enrolled in E911 services and are charged a one time setup fee of $15.00 and a recurring monthly fee of $1.95 for the E911 service. These fees are subject to change at any time. Customers may opt out of E911 service and must do so in writing.
      2. Customer acknowledges, understands and agrees that dialing 911 without having E911 service will result in a charge of $85.00 on their bill for each call made to 911.
      3. 411 DIRECTORY ASSISTANCE. All Customers are automatically enrolled in 411 Directory Assistance and are charged a one time setup fee of $30.00 and a recurring monthly fee of $1.95 for the 411 service. These fees are subject to change at any time. Customers may opt out of 411 service and must do so in writing. Each Customer may list one number in the 411 Directory. Customers may list additional numbers subject to a fee for each additional number to be listed.
      4. Customers calling 411 Directory Assistance will be billed $1.00 per 411 call. This fee is subject to change at any time.
2. Customer Responsibilities
   1. Customer agrees to adhere at all times to the then current operating rules for each Service, or Services, as identified in the MSA, SO and applicable Supplemental Terms & Conditions for Service(s). Should Customer fail to comply with such operating rules, Maxsip reserves the right to terminate this Agreement, or any associated Service(s) upon written notice of such violations of the then current operating rules. Customer shall have thirty (30) days to cure such violations. Should such violations constitute a violation of local, state or federal rules, regulations or laws, Customer shall have five (5) days to cure such violations upon the delivery of written notice.
   2. Without limiting any other terms herein, Customer shall not use the Services for storage, possession or transmission of any information, the possession, creation or transmission of which violates any state, local or federal law, including without limitation, stolen materials, obscene materials or child pornography. CUSTOMER'S USE OF SERVICES AND/OR BACKUP FILES MAINTAINED BY MAXSIP ARE SUBJECT TO EXAMINATION BY LAW ENFORCEMENT OFFICIALS OR OTHERS WITHOUT CUSTOMER'S CONSENT UPON PRESENTATION TO MAXSIP OF A SEARCH WARRANT OR SUBPOENA.
   3. Customer shall comply with, at all times any rules, regulations, policies or procedures as defined in this Agreement.
   4. Customer Service issues will be addressed upon notification of a trouble report by Customer to our Customer Service Department via email at 1.888.8.MAXSIP. Customer Service Department will make recommendations that the Customer will need to implement to correct the quality of service. Maxsip is not responsible for the actions that Customer chooses not to perform based on the Customer Service Department’s recommendations and Customer is still obligated to make monthly payments under the terms set forth in Section 3.
   5. In the event of any maintenance or repair visit to the Customer’s premises in response to a trouble report charges for maintenance and repair will charged based on the level of the problem from a minimum of $125.00 per hour to a maximum of $250.00 per hour during normal business hours defined as Monday through Friday, 8:00am to 5:00pm. After hours rates start at $150.00 per hour and Holiday Rates start at $200.00 per hour. A minimum of 1 hour will be charged for any on-site visit and travel expenses will also be charged at cost. Maxsip will use best efforts to keep travel costs to a minimum.
   6. Customer is responsible for all shipping expenses related to returning equipment, condition of the equipment during shipping and all equipment upon arrival at MAXSIP's office is subject to inspection by a MAXSIP technician. Customer is responsible for any equipment damage determined by technician with the exception of standard wear and tear resulting from normal usage.
3. Payment Terms
   1. Customer agrees to pay Maxsip promptly on the terms agreed in this Agreement. Maxsip reserves the right to terminate services immediately upon failure to provide payment fifteen (15) days beyond the terms provided.
   2. Customer agrees to pay Maxsip all local, state, federal taxes or services fees in connection with Services provided by Maxsip. Maxsip has the right to pass on to Customer any changes in taxes or service fees which may be incurred during the Term of Services.
   3. Maxsip may, at any time, validate the credit worthiness of Customer at any time during the Term using available verification procedures. Customer hereby gives permission for Maxsip to obtain Customer’s credit information from consumer credit reporting agencies at any time. Maxsip may determine that a Customer may be a credit risk for (1) unsatisfactory credit rating; (2) insufficient credit history; (3) fraudulent or abusive use of any Maxsip Services or services provided by a similarly situated entity within the last five years; or (4) late payments for current or prior bills, and due to such determination, Maxsip may require a deposit (or an advance payment as permitted by state law) to ensure payment for the Services.
   4. BILLING PROCEDURE. Unless otherwise stated in a Service Order, Maxsip shall present Customer with a Billing Statement on, or about, the twenty first (21st) day of each month for services provided during the following month (herein known as a “Billing Cycle”). For Time and Materials services, or services which must be quantified at the end of each Billing Cycle, those services shall appear on the Billing Statement for the following Billing Cycle.
   5. DISPUTES. Customer may dispute amounts (herein known as “Disputed Amounts”) due to Maxsip by presenting such disputes (herein known as “Disputes”) in writing within seven (7) days of the date on the Billing Statement or invoice. Disputed Amounts may not exceed the amount of the amount due to Maxsip in the Billing Cycle for which the Dispute was raised. Such disputes will be reviewed by Maxsip within thirty (30) days of the receipt of the dispute in writing from Customer. Customer agrees to pay all undisputed amounts promptly in accordance with Section 3a of this Agreement.

      Disputes should be notified to the following address:

      Billing Department
      PO Box 465
      Cederhurst, NY 11516
      billing@Maxsip.com

   6. LATE FEE. If any portion of Customer’s bill is not paid by the Due Date, Maxsip may charge Customer a late fee on unpaid balances and may also terminate or suspend Services to Customer without notice. The late fee will be the lesser of 5% per month, or the highest rate permitted by law.
   7. FAILURE TO PAY. Upon advanced notice, we may suspend, restrict, or cancel the Services and this Agreement, for any Customer that does not make payments current or pay prior bills by the required Due Date, including payments for late fees or any other required additional charges. Customers that settle their unpaid balances and wish to continue Maxsip Service may be required to provide a deposit at any time.
   8. EARLY TERMINATION FEES. Early termination of Service by Customer will result in an Early Termination Fee (ETF) of $150.00 applied for each Service in place that is being terminated (ex. phone, data, efax, standard fax, IPTV, line services, etc.) Customer agrees that when terminating Service, in whole or in part, prior to the expiration of this Agreement, Customer is liable for an amount equal to the MRC per Service being terminated for each month of service remaining on the Agreement.
   9. In the event Maxsip attempts to collect unpaid fees, fines, penalties and/or interest through a collection agency or takes legal action to recover monies due, Customer is liable for all expenses Maxsip incurs to recover such monies, including but not limited to attorneys’ fees.
4. General
   1. This Agreement is subject to Maxsip’s business policies, practices and procedures, which can change without notice. Unless otherwise prohibited by law, Maxsip can also change rates, terms and conditions in this Agreement at any time by sending Customer written notice prior to the billing period in which the changes would go into effect. If Customer chooses to use Maxsip Services after that point, Customer thereby accepts the changes.
   2. In the event there is a ruling, regulation, or order issued by a judicial, legislative or regulatory body that causes Maxsip to believe that this Agreement may be in conflict with such rules, regulations, and orders, Maxsip may terminate or modify any or all of our Services and/or this Agreement immediately without notice.
   3. Maxsip’s failure at any time to insist upon strict compliance with any of the provisions of this Agreement will not constitute a waiver of such terms in the future. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions will remain enforceable and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.
   4. LIMITED PERFORMANCE WARRANTY. Maxsip shall provide Services in a manner consistent with industry standards and practices, and in accordance with any Service Addendum or Service Order during the Term. Customer agrees that Maxsip Service is provided “as is.” Events beyond Maxsip’s control may affect Service, including but not limited to power outages, fluctuations in the Internet, Customer’s underlying ISP or broadband service, other third party services or maintenance. Maxsip will act in good faith to minimize disruptions to Customer’s use of your access to Service.
   5. LIMITATION OF LIABILITY. Customer may raise a Dispute in accordance with Section 3.5 of this Agreement. At no time shall Maxsip be liable for more than the amount paid by Customer for the three (3) Billing Cycles immediately prior to the event which gave rise to the Dispute. In no event shall Maxsip be responsible for damages arising out of the use of a Service, or Services provided by Maxsip. Customer shall hold Maxsip, its assigns, directors, designees, contractors, sub-contractors, or any other party that Maxsip should use to provide Services, harmless of any claims or damaged associated with such Services. Customer agrees that all Services provided by Maxsip to Customer under this Agreement are used at its sole risk.
   6. DISCLAIMER OF DAMAGES. IN NO EVENT SHALL MAXSIP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO BE ABLE TO DIAL 911 OR TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT MAXSIP WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
   7. INDEMNIFICATION. Customer agrees that it shall indemnify, defend and hold harmless Maxsip and its respective officers, directors, employees and agents (collectively, the “Indemnitees”), from and against any and all third party damages, claims, losses, expenses, costs, obligations and liabilities including without limitation reasonable attorney’s fees (“Damages”), suffered directly or indirectly by any of the Indemnitees by reason of or arising out of this Agreement, including without limitation, any Damages related to use of the Services.
   8. NO WARRANTIES ON SERVICE. MAXSIP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, MAXSIP DOES NOT WARRANT THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER MAXSIP NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO MAXSIP OR CUSTOMER'S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF MAXSIP OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY MAXSIP OR MAXSIP’S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
   9. NO THIRD PARTY BENEFICIARIES. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
   10. CONTENT. Customer is liable for any and all liability that may arise out of the content transmitted by or to Customer using the Services. Customer shall assure that Customer’s use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. Maxsip reserves the right to terminate or suspend affected Services, and/or remove Customer’s content from the Services, if Maxsip determines that such use or content does not conform with the requirements set forth in this Agreement or interferes with Maxsip’s ability to provide Services to Customer or others or receives notice from anyone that Customer’s use or Content may violate any laws or regulations. Maxsip actions or inaction under this Section shall not constitute review or approval of Customer’s use or Content. Customer will indemnify and hold Maxsip against any and all liability arising from the content transmitted by or to Customer using the Services. The term Customer also means any person, whether authorized or unauthorized, using the Service and/or Device provided to Customer.
   11. CPNI NOTIFICATION AND CONSENT SOLICITATION. Maxsip's ability to deliver superior service is enhanced by having access to Customer account records for marketing purposes. Customers have the right, and Maxsip has the duty, to protect the confidentiality of information such as the types and amounts of Services Customers buy from Maxsip and what Customers pay for those services. This information is known as Customer Proprietary Network Information (CPNI). Maxsip is required to get a Customer's permission before using CPNI to offer Customer any additional Services outside the product category currently subscribed to by the Customer. Maxsip will not share information regarding a Customer's account unless required to do so by law. Customer's service will not be affected regardless of whether or not a customer allows Maxsip use of the CPNI.
   12. MONITORING. Maxsip may monitor the use of our service for violations of this Agreement. Maxsip may remove or block all communications if we suspect a violation of this Agreement, or if Maxsip believes it would be necessary in order to protect its service, affiliates, directors, officers, agents, and employees from harm.
5. Governing Law/Resolution of Disputes
   1. MANDATORY ARBITRATION. Any dispute or claim between Customer and Maxsip 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 American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, New York and shall be conducted in English. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. 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 any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.
   2. GOVERNING LAW. The Agreement and the relationship between Customer and Maxsip shall be governed by the laws of the State of New York without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 5a, Customer and Maxsip agree to submit to the personal and exclusive jurisdiction of the courts located within the state of New York and waive any objection as to venue or inconvenient forum. The failure of Maxsip to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. Customer agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
   3. SEVERABILITY. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.
   4. CHANGES TO THIS AGREEMENT. Maxsip may change the terms and conditions of this Agreement from time to time. Changes to this Agreement supersede all previously agreed to electronic and written Terms and Conditions. If Customer continues to be enrolled in, use, or pay for the Services after any changes in prices, charges, and/or terms and conditions have been made, Customer agrees to the changes. Notices are given and effective on the date posted on the Maxsip web site at www.Maxsip.com or the date Maxsip notifies Customer of changes by the following: email at the address provided by Customer, postcard, letter, recorded announcement, message on Customer’s bill, an insert in Customer’s bill, newspaper ad, or a call to Customer’s billed telephone number, whichever occurs first.
   5. ASSIGNMENT. This Agreement is not assignable, transferable or sub-licensable by Customer except with Maxsip’s prior written consent. Maxsip may assign all or part of this Agreement or Customer debts to us without notice, and Customer agrees to make all subsequent payments as instructed.
   6. FORCE MAJEURE. Customer shall not hold Maxsip liable for any delay or failure on performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics and similar occurrences beyond Maxsip’s reasonable control.
   7. ENTIRE AGREEMENT. This Agreement, and the associated Service Orders, the rates for Services found on the Maxsip website, and the terms of use found on the Maxsip web site constitute the entire agreement between Customer and Maxsip and govern Customer’s use of the Service, superseding any prior agreements between Customer and Maxsip and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon Maxsip unless and until posted in accordance with Section 5d hereof.

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