PLEASE READ THIS GENERAL SERVICE AGREEMENT CAREFULLY. This governs the relationship between you and the Company and explains, among other things, the following:

The Agreement
Your agreement (“Agreement”) with the Company consists of this General Service Agreement BY ENROLLING IN, USING, OR PAYING FOR COMPANY SERVICES, YOU AGREE TO THE RATES, CHARGES, AND TERMS AND CONDITIONS IN THIS AGREEMENT. IF THIS AGREEMENT IS NOT ACCEPTABLE TO YOU, DO NOT USE THE SERVICES AND NOTIFY THE COMPANY IMMEDIATELY AT 1-877-782-7412.

The Company may change this Agreement at any time. Rates, charges (including rates and charges for international services), or terms or conditions in the Agreement may change at anytime. They will be published in the Company’s website within 5 days of such change and will be incorporated by reference into this Agreement. For purposes of the Agreement, “you” means the residential or business customer, defined as either (i) the person identified in the Company’s account records as responsible for payment of all charges; or (ii) any other person with actual or apparent authority to represent that person or to use the service(s). This Agreement covers your intra-state, state-to-state and international services and charges. Rates and charges for international calls and any associated terms and conditions associated with such calls can be found by visiting our website at www.starfone.net or by calling Company Customer Service toll-free at 1-877-782-7412. The rates and charges found in the Agreement are effective as of November 1st, 2009 and are subject to change. For your most current rates and charges, the most current version of this General Service Agreement, or if you have questions about your services, please visit our website at http://www.starfone.net/ or call us toll-free at 1-877-782-7412.

General Provisions
These terms and conditions shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of Customer and STARFONE. Service shall not be assigned by Customer without the prior written consent of STARFONE. STARFONE may, without Customer's consent, assign its obligations to provide Service or its rights to receive payment from Customer. STARFONE may subcontract Service to be provided Customer, but shall retain responsibility to Customer for such Service.

This Agreement terminates and supersedes all prior verbal or written understandings or agreements on the subject matter hereof.

Agency
Customer appoints STARFONE as its agent to order changes in and maintenance on telecommunications service(s) provided to the Customer in order to implement the Service. STARFONE is hereby released from any and all liability for acting on pertinent information submitted to STARFONE by Customer, and for following Customer's instructions with reference to any changes or maintenance on said Service. Customer must contact STARFONE on all matters pertaining to Service and must follow STARFONE's instructions with reference thereto.

Responsibilities of Customer
Customer agrees to use the Service in accordance with all applicable laws, regulations and instructions for use. Customer is responsible for obtaining and maintaining any equipment needed to access, connect to, or use the Service and for ensuring that such equipment is compatible with such Service. Service provided by STARFONE is for the sole use of Customer and not for resale of any kind. Fraud, Customer shall be responsible for securing its telephone equipment and/or Service access information against being used to place fraudulent calls using a Service. Customer will be responsible for payment of all applicable charges for Service provided by STARFONE and billed to Customer's account, even where those calls are originated by fraudulent means, either from Customer's premises or from remote locations. In addition, Customer shall be responsible for calls charged by fraudulent means to Customer's Service. STARFONE will limit any single call to 60 minutes.

Limitations on Liability
STARFONE DOES NOT WARRANT THAT THE SERVICE PROVIDED WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. In the event of any interruption in Service, STARFONE's sole obligation is to use its best efforts to repair the Service interruption. THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT. THE COMPANY DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON THE COMPANY’S BEHALF AND YOU MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY BY THE COMPANY.

The Company will not be liable for: (i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, terrorist acts, strikes, lockouts, work stoppages or other labor difficulties; preemption of existing services to restore service in compliance with the FCC’s Rules and Regulations; and any law, order, regulation or other action of any governing authority or agency thereof; or (ii) delayed installation of the Company’s facilities or commencement of service.

The Company will not be liable for any act or omission of any other company or companies furnishing a portion of the service, or from any act or omission of a third party, including those vendors participating in the Company offerings made to you, or for damages associated with service, channels, or equipment that it does not furnish, or for damages that result from the operation of customer provided systems, equipment, facilities or services that are interconnected with the Company services.

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. Customer's obligation to pay for Service provided by STARFONE shall not under any circumstances be excused.

The Company will be indemnified, defended, and held harmless by you and/or by others authorized by you to use the service against all claims of loss or damage arising from the use of service furnished by the Company, including: 1. Allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the material, data, information, or other content transmitted via the Company service; and 2. All other allegations and claims arising out of any intentional act or omission by you or others using the service, in connection with any service provided by the Company. With respect to any other factual allegation, legal claim, or dispute by you or by any others, for damages associated with the ordering, installation (including delays thereof), provision, termination, maintenance, repair, interruption, or restoration of any service or facilities offered by the Company, the Company’s liability, if any, will be limited to credit allowances for interruptions of service as provided for in the section, Handling of Certain Specific Credits. In all cases the Company’s liability is limited to the balance due on the specific Customer’s account being addressed and not the cumulative total of all Customer accounts.
Credit Review and Payment Policy
Unless Customer prepays for services or provides a credit card and written authorization to automatically bill, account will initially be restricted to $75.00 of credit. Thereafter limit shall be changed at the sole discretion of the Company. Monthly payments are due on the described "Due Date," located on Customer's monthly STARFONE invoice. In the event that payment is not received by STARFONE on or before the "Due Date," STARFONE will impose a late fee on Customer's outstanding unpaid balance at a rate equal to 1.5% of such balance each month until past due amounts are paid. If Customer account is sent to collections then an additional $25.00 collection’s fee will be added to the current balance. Customer is responsible for payment of all charges associated with STARFONE's billed Service, including applicable late fees. In the event of a dispute regarding Customer's invoice, Customer must contact STARFONE to inform them of the concern. During the resolution period of such dispute, payment must be timely made on all undisputed amounts. In the event Customer's account is fully suspended by STARFONE and then reinstated, Customer will be assessed a $10.00 reinstatement fee per account. If Customer's payment is returned unpaid by its bank for insufficient funds, STARFONE may re-present Customer's check and assess Customer a $15.00 fee, not to exceed any state regulatory limitations. Payments may take up to 5 business days to reflect on your account.

Handling of Certain Specific Credits
1. If your account has been closed but has been closed for less than 12 months but has a credit balance remaining, the Company will transfer the credit to another of your accounts, if there is one, upon your request. If you do not have another account and there is a credit balance amount, the Company will mail you a check for the balance, provided that you make your request within 12 months of your account being closed. All requests made after 12 months from account closure will be denied. 2. No credit allowances will be made for: a. Interruptions caused by your negligence or the negligence of others authorized by you to use your service including the dialing of a wrong number. b. Interruptions due to the failure of power, equipment, systems, or services not provided by the Company. c. Interruptions during any period when you have released the service to the Company for maintenance or rearrangement purposes, or for the implementation of your order. d. Interruptions during periods when you elect not to release the service for testing or repair and continue to use it on an impaired basis. e. Non-completion of calls due to network busy conditions. f. Interruptions not reported to the Company. An interruption period begins when you report to the Company that the service has been interrupted and release it for testing and repair. An interruption period ends when the service is operative again. If you report the service to be inoperative but decline to release it for testing and repair, the service is deemed to be impaired, but not interrupted. If you elect to use another means of communication during the period of interruption, you must pay the charges for the alternative service used.

Rates and Charges
Pricing of Service is based on prevailing local and long distance rates or tariffs at the time pricing is proposed, and is subject to change by STARFONE at any time. In the event that any local telephone company, long distance provider, mobile phone (cellular) service provider, regulatory agency, legislative body or court modifies or creates regulations or laws regarding charges and/or fees that increase the costs for STARFONE to provide Service, STARFONE will pass such increases on to the Customer with a price increase.

For billing purposes, the length of each call is rounded to the next higher full minute. If the computed charge for a call includes a fraction of a cent, the fraction is rounded to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded to the nearest whole cent.

Charges for calls that originate from any payphone, hospital, hotel or prison in the U.S. or the U.S. territories and are carried over the Company’s network will include a $0.80 charge. This charge will be in addition to applicable basic charges and other surcharges.

Cellular Phone Charge: Charges for calls that are carried over the Company’s network and terminate on a cellular phone will include a surcharge in addition to the basic charges and Surcharges.

Taxes: All taxes, tax-like charges, and tax-related surcharges are referred to collectively as “Tax(es).” The Company may elect to impose and collect such Taxes, unless otherwise constrained by court order or direction. You agree to pay all Taxes imposed. If the Company has collected Taxes and a challenged Tax is found to have been invalid and unenforceable, the Company, in its sole discretion, will either reduce service rates for a fixed period of time in the future in order to flow-through to customers an amount equivalent to the amounts collected, or it will credit or refund such amounts to affected customers (less its reasonable administrative costs), if the amounts collected were retained by the Company or if they were delivered to the jurisdiction and returned to the Company, or it will negotiate an arrangement with the jurisdiction to provide a future benefit for customers in that jurisdiction. 1. If you provide the Company with a duly authorized tax exemption certificate, the Company will exempt you in accordance with law, effective on the date the Company receives the certificate. 2. Taxes based on the Company’s net income will be the Company’s sole responsibility. 3. If you are required by the laws of any foreign tax jurisdiction to withhold income or profit taxes from a payment, within 90 days of the withholding, you will provide the Company with official tax certificates documenting remittance of the taxes. The tax certificates will be in a form sufficient to document qualification of the taxes for the foreign tax credit allowable against the Company’s U.S. corporation income tax, and will be accompanied by an English translation. Upon receipt of the tax certificate, the Company will issue you a credit for the amounts represented thereby.

Federal Universal Service Fee (“FUSF”): 15.3% for the second quarter of 2010, this rate is determined quarterly by the Federal Communications Commission. This tax will change every quarter and needs to be checked at: http://www.FCC.gov/omd/contribution-factor.html. For further information on Federal Universal Service Fee or any Federal Taxes please call FCC at 1-888-225-5322.

Additional Surcharges: The Company may adjust its rates and charges or impose additional rates and charges in order to recover amounts it is required or permitted by governmental or quasigovernmental authorities to collect from others or pay to others in support of statutory or regulatory funds, fees, or programs (“Governmental Charges”). Examples of such Governmental Charges include, but are not limited to, Universal Service funding, utility and other fees imposed on communications providers, and compensation payable to payphone service providers for use of their payphones to access the Company’s service.