AMERICATEL d/b/a/ TELIGENT Commercial -
Terms and Conditions for Service

1. Credit – Teligent has sole discretion to determine Customer's credit limit, and has no obligation to provide Service in excess of that limit. Where Customer has not established sufficient credit, Teligent may require advance payment, or may require a cash deposit or prepayment from Customer in the amount of three months’ estimated charges for Service. By executing this Agreement, Customer accepts Teligent’s credit approval policies and procedures and authorizes Teligent to conduct such credit checks thought credit reporting agencies, and other sources as reasonably necessary.

2. Service - If Customer is approved for credit and/or has submitted an adequate advance payment or deposit, Teligent will provide the Service specified herein pursuant to these Terms and Conditions and any applicable rate schedules as they may be revised from time-to-time

3. Charges - Customer will incur charges for Service as specified herein and in any referenced rate schedule. Teligent reserves the right to modify the rate schedule in its sole discretion on seven days written notice. Customer is responsible for any charges for local, state and federal taxes, and for regulatory surcharges or fees.

4. Invoices – Teligent will bill Customer for Service charges incurred on a monthly basis. Invoices may include previously unbilled charges for Service furnished by Teligent to Customer in a prior billing period. Customer shall pay fixed monthly recurring charges (“MRC Charges”) in advance, every month.

5. Payment - Customer will pay each invoice in full within 30 days of the applicable invoice date. All payments due hereunder shall be made in U.S. dollars. Past-due balances will be subject to a late fee in the amount of the lesser of 1.5% per month, or the maximum lawful rate permitted by law. Teligent may also apply any deposit or prepayment to past-due amounts Teligent will bill the Customer for any applicable bank fees charged to Teligent for returned checks, not withstanding the reason for the returned check. Certified funds for the amount of any returned checks will be due within 5 business days. If certified funds are not received within 5 business days, Teligent reserves the right to suspend service.

6. Billing Disputes – Any billing discrepancies must be presented to Teligent in writing within thirty days of the invoice date, in sufficient detail to permit Teligent to investigate the dispute. Invoiced charges will be deemed undisputed if no notice is given to Teligent within the thirty-day period. Customer may not withhold payment of undisputed amounts. The parties shall use commercially reasonable efforts to resolve any disputed charges in a timely manner, and Teligent will issue a credit on Customer’s invoice for the first billing cycle after any disputed charges have been investigated and determined to be valid. Once the dispute is resolved, payment of the disputed charges is due within 5 business days.

7. Suspension of Service – In the event that Customer does not make payments in the established payment terms in full as required hereunder; or Customer’s use of Service materially increases and Customer fails to provide additional assurance of payment upon request, Teligent may suspend Service in whole or in part until Customer has paid all past-due amounts, and has paid the current balance to the approved credit level.

8. Fraud - Customer will be responsible for all calls or Service originated at Customer’s number(s); accepted at Customer’s number(s) (e.g., collect calls); billed to Customer’s number(s) via third-number billing if Customer is found to be responsible for such calls, or for use of a calling card; or otherwise incurred at Customer’s specific request. Customer is responsible for controlling access to, and use of, Customer’s own facilities, and although Teligent may recommend possible solutions to reduce unauthorized use of Service, Teligent DOES NOT WARRANT OR GUARANTEE THAT SUCH RECOMMENDATIONS WILL PREVENT UNAUTHORIZED USE. In the event that the Teligent network monitoring system detects suspicious calling patterns or other reasonable indicators of possible unauthorized or fraudulent use of Service, Teligent promptly will notify Customer of the potential abuse, and may block or restrict Service upon notice to Customer until the anomaly can be investigated and resolved.

9. Termination – Subject to applicable tariff requirements, Teligent may terminate Service upon written notice to Customer if required to prevent fraud, or if Customer fails to provide satisfactory assurance of payment; fails to pay charges as they become due; uses Service in violation of any law, regulation or applicable tariff; or causes or permits any condition that might tend to harm or impair the Teligent or public telecommunications network. Customer may cancel Service by providing thirty days’ written notice to Teligent, but must pay any early cancellation penalties, if applicable to the Services in the instance of early cancellation. Teligent will remit any excess deposit to Customer after application of the deposit to any outstanding invoiced amounts.

10. No Warranty – Teligent MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION PROVIDED BY Teligent, ITS AFFILIATES, AGENTS OR EMPLOYEES SHOULD CREATE A WARRANTY.

11. Liability - IN NO EVENT SHALL Teligent ITS PARENT OR SUBSIDIARY COMPANIES NOR THEIR AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SERVICE OR WITH THE DELAY OR INABILITY TO USE THIS SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF Teligent OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIBAILITY OF Teligent SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO Teligent FOR THE PERIOD DURING WHICH SERVICE WAS AFFECTED

12. Force Majeure – Teligent will not be liable for any delay or failure to perform due to governmental orders, labor stoppages or shortages, strikes, war, fire, floods, epidemics, quarantine restrictions, civil unrest, riots, freight embargoes, acts of God, cable cuts, technical failures, collapse of structure or other causes beyond the control of Teligent.

13. Governing Law and Venue. This Agreement is to be governed and construed in accordance with the laws of the State of New York. Any legal proceedings to enforce this Agreement shall be brought in the state or federal courts located in the State of New York, the parties hereby waiving any claim or defense that such forum is not convenient or proper. Customer will be liable to Teligent for attorney’s fees incurred in the collection or attempted collection of any past due amounts. Customer is responsible for any and all costs incurred in the collection of monies due Teligent, including legal and accounting expenses.

14. Successors and Assignment – This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns, provided however, that Customer shall not assign or transfer Customer’s rights or obligations under this Agreement without the prior written consent of Teligent.

16. Notice. Any notices, requests or other communications from Customer to Teligent shall be in writing by first-class postage prepaid United States mail. Such notices shall be effective upon receipt by Teligent.