This agreement (“Agreement”) is between BitBlock Systems, Inc.(“BITBLOCK”), and the Client (“CLIENT”) of the BITBLOCK products and/or services (“SERVICES”), which shall be governed by the terms and conditions herein in addition to those existing in the applicable VoIP Agreement. By activating or continuing to use the SERVICES under a specified service schedule (“Plan”), CLIENT acknowledges receiving, reading, and understanding this Agreement and accepts the terms and conditions herein. CLIENT acknowledges that they are of legal age to enter into this Agreement. For a larger print / online version of the Agreement please refer to http://www.BitBlock.com/MOHTOS as required.

1.      TERMS AND CONDITIONS. The terms and conditions stated herein are in lieu of and replace all terms and conditions set forth in any documents issued by any party, including, without limitation, purchase orders, specifications, discussions, and / or emails. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY ANY PARTY AT ANY TIME ARE HEREBY OBJECTED TO BY BITBLOCK, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON BITBLOCK. No waiver or amendment to this contract or these terms and conditions shall be binding on BITBLOCK unless made in writing expressly stating that it is such a waiver or amendment and signed by a representative of BITBLOCK.

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SERVICES, CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

2.      SERVICES. This list may be amended from time to time. The Plan defining details of the Service, Set up fees and monthly fees are described above in the Service Information. BITBLOCK will not require a new signed Agreement for simple changes to the SERVICES such as modification of quantity of SERVICES unless such change would modify or extend the Term.

3.      PLANS. Plans are subject to modification from time to time with notice to CLIENT no less than 60 days prior to the end of the current Term. Plans with general availability will be posted at http://www.BitBlock.com/MOHPLANS.

4.      MESSAGE FREQUENCY.  The number of productions contracted must be used in the 12-month contract period and cannot be accumulated and used in other contract periods.

5.      MESSAGE APPROVAL. Time is of the essence in this Agreement. CLIENT will endeavor approve or revise message scripts as necessary within 30 days of receipt. An extension to this limitation may be granted by BITBLOCK at their sole discretion. Failure by CLIENT to edit or approve message scripts in a timely manner may result in the forfeit of that message production.

6.      TERM. The term of this Agreement ("Term") begins on the Date of signing below, that CLIENT purchases SERVICES and continues for the duration of the Plan Term above as defined by the Plan that is selected by CLIENT. Plans consisting of custom Voice Prompts have a 30-day Term during which the script and final prompts are to be completed. For Plan(s) with Monthly Fees, at the end of the current Term, the Term is automatically renewed unless CLIENT provides BITBLOCK, written notice of intent to cancel the Plan no less than thirty (30) days prior to the end of the current Term. CLIENT agrees to pay for SERVICES for the duration of the Term. Expiration or early cancellation of the Term does not alleviate CLIENT of responsibility for all unpaid, charges due hereunder.

7.      RATES. Rates agreed are guaranteed for two years from the Date of signing below. BITBLOCK will notify CLIENT of any rate increase no less than 60 days prior to the end of the current Term.

8.      EQUIPMENT. The required equipment may be supplied by BITBLOCK and unless specified remains the property of BITBLOCK. BITBLOCK will replace supplied equipment that malfunctions at no charge. BITBLOCK is not liable for any damages caused through equipment failure.

9.      MALFUNCTIONS. Media or equipment that malfunctions will be replaced at no charge during the Term.

10.     COPY CONTENT & MUSIC. All advertising copy must be acceptable to BITBLOCK. Suitability of copy is judged at the sole discretion of BITBLOCK. CLIENT represents and warrants that all copy, jingles, and music (if applicable), supplied by or on behalf of CLIENT and used in the on-hold message or in-store broadcast message, does not and will not violate any law, rule or regulation of any government authority or right whatsoever of any person or organization. CLIENT agrees to indemnify and hold harmless BITBLOCK, including their associates, affiliates, and subcontractors, from any and all liability, cost and experiences, including legal costs incurred by BITBLOCK, arising out of a breach of such representation and warranty of the use or broadcast of any such copy.

11.     LICENSE. Plans consisting of custom Voice Prompts are licensed for perpetual use on telephone systems and may not be used for other purposes including, but not limited to, broadcast media or other mass distribution systems without prior written consent. Plans consisting of Media On Hold, in-store or in-office background music, are licensed for the duration of the Term of the Agreement with a $2.80 / site license. Number of sites declared above will be subject to review by BITBLOCK from time to time.

12.     TERMINATION. Upon Termination of this Agreement, CLIENT will cease using any copies of Media On Hold, in-store or in-office background music for any purpose other than reference material prior to sixty (60) days following the end of Term.