TERMS OF SERVICE

The following terms and conditions apply to and control Customer’s access to and/or use of the Services described herein. GlobalPOPs, Inc. (“GlobalPOPs”) and Customer are the sole parties to these Terms of Service (Individually “Party” or collectively Parties”) and no third party, including but not limited to Customer’s End Users, shall constitute a Party hereto.

BY SUBMITTING A SERVICE ORDER FORM AND/OR ACCESSING AND USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF SERVICE, IS AGREEING TO ALL THE TERMS AND CONDITIONS HEREIN, AND CONSENTS TO BE BOUND BY AND BECOME A PARTY HERETO. SHOULD CUSTOMER NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, OR CANNOT COMPLY WITH THE TERMS AND CONDITIONS HEREIN, CUSTOMER SHALL IMMEDIATELY CEASE ANY ACCESS TO OR USE OF THE SERVICE, OR TERMINATE THE REGISTRATION PROCESS.

1. THE SERVICE.

The Services provided by GlobalPOPs and governed by these Terms of Services are Wholesale Dial-Up Internet Services and other ancillary services (“Services”). The Services do not include collocation services, which are governed by separate terms of service. In the event Customer is purchasing Collocation Service from GlobalPOPs, Customer agrees to be bound by such Collocation Terms of Service located at http://www.globalpops.com/dial/colo_terms-of-service.html. Unless otherwise set forth in writing, at the request of GlobalPOPs, Customer shall submit a completed and signed Service Order Form (“Order Form” or “Order”), indicating the specific Service(s) it desires to order. Customer acknowledges that additional terms and conditions may be set forth in the Order Form. Such additional terms and conditions shall supplement these Terms of Service and are incorporated herein by reference. GlobalPOPs may, in its sole discretion, accept or decline any Services ordered by or Traffic to or from Customer, and notice of acceptance or rejection shall be delivered to Customer via the email address that was provided by Customer upon registration.

The Services shall consist of a combination of various software solutions, networks, services and hosting facilities (the “Network”), components of which GlobalPOPs has been granted access and/or licenses to by third party licensors, suppliers, vendors, and subcontractors (“Third Party Vendors”). In no event shall GlobalPOPs’ use of, or contractual arrangement with, any Third Party Vendors create any agency, employment relationship, joint venture, partnership, representation or fiduciary relationship with such third parties, and neither GlobalPOPs nor such Third Party Vendors shall have the authority to create any obligation on behalf of the other. GlobalPOPs and any Third Party Vendor may, at any time and without liability to the Customer or any third party, including, but not limited to, Customer’s End Users, modify, expand, improve, maintain, or repair the Service, although such process may require a temporary suspension of Services or increased rates.

2 TERM.

These Terms of Service shall apply upon Customer’s submission of a completed and signed Order Form; provided that if Customer acquires access to and/or use of the Services without submitting an Order, then these Terms of Service shall immediately apply upon such access and/or use. GlobalPOPs shall provide Customer an anticipated Service Commencement Date within a reasonable time after such date is known to GlobalPOPs. Customer acknowledges and agrees that GlobalPOPs shall not, in any event, be bound to any date relative to the commencement of Services and GlobalPOPs hereby disclaims all warranties that any Service will commence on a specific date. GlobalPOPs may change the anticipated Commencement Date, without liability, in its sole discretion. Subject to the terms conditions, and qualifications herein, either Party may terminate any of the Services ordered hereunder, without penalty or liability, upon written notice to the other. Customer shall remain responsible and shall pay all charges and fees associated with the Service that accrue up to the moment of termination. In the event Customer terminates Services hereunder for any reason, the date of termination shall be the day falling one calendar month following the next billing date after the termination notice is given by Customer. In the event GlobalPOPs suspends or in any way deactivates Customer’s service for non-payment, Customer shall pay an additional fee to have the Service re-activated.

3. EQUIPMENT.

The Customer, at its cost, shall be solely responsible for obtaining and maintaining all hardware, software and equipment necessary to access the Services. Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising from any hardware, software and equipment provided and/or used by Customer and/or its End Users.

4. UNLAWFUL AND PROHIBITED USE.

Customer agrees to use, and ensure that its End Users use the Service only for lawful purposes and in a lawful manner. Customer and its End Users are expressly prohibited from using the Service in manner that would, in any way, constitute, or encourage conduct that is criminal in nature, that may give rise to a civil liability, or that otherwise violates any applicable laws or regulations. In addition, Customer and its End Users are expressly prohibited from using the Service (a) for any abusive or fraudulent purpose, (b) in a manner that enables Customer or its End User to avoid any obligation to pay for the Service, (c) in a manner that is deemed to interfere with, disrupt, or present a risk to the service, network, software, property, or security of GlobalPOPs, its customers, its Third Party Vendors or other third parties, whether directly or indirectly, (d) in a manner that results in usage inconsistent with GlobalPOPs’ expectations or the purpose for which GlobalPOPs is providing the Services, or (e) in a manner that may violate these Terms of Service or the policies of GlobalPOPs or any of its Third Party Vendors, as the same may change from time to time. If GlobalPOPs determines, in its sole discretion, that Customer or its End Users are using the Service in a manner that violates or is contrary to this Section then GlobalPOPs, as well as any affected Third Party Vendors, shall have the right, without liability, to block, suspend or terminate the Service, or any part thereof, without notice. Customer shall be responsible for any and all liabilities and obligations arising from Customer’s or its End Users’ use of the Service that is contrary to, or violates this Section. Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of Customer’s or its End Users’ violation of this Section. If GlobalPOPs, in its sole discretion, believes that Customer’s or any of its End User’s actions or omission may be considered criminal in nature, GlobalPOPs may forward personally identifiable information to the appropriate authorities for investigation and prosecution. Customer hereby consents to such forwarding and agrees to notify its End Users of the same.

5. AUDIT AND LAW ENFORCEMENT.

GlobalPOPs reserves the right, at the cost of Customer, to audit Customer’s and its End User’s use of the Service to enforce the provisions of these Terms of Service. In addition, GlobalPOPs may track and monitor Customer’s and its End Users’ use of the Service to (a) conform to legal requirements or comply with legal process; (b) protect and defend the rights, interests, or property of GlobalPOPs, its customers, the Third Party Vendors or any other third party; (c) respond to requests associated with a claim of copyright or trademark infringement, or unlawful activity; or (d) provide the Services hereunder. Customer agrees that these Terms of Service are sufficient notice to Customer of such monitoring to the extent any notice is required under applicable Federal or state law. Customer shall inform and provide notices to its End Users of the provisions of this Section. Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the forgoing.

6. PRIVACY.

The Service utilizes the public Internet and third party networks. GlobalPOPs and its Third Party Vendors shall not be liable for any lack of privacy which may be experienced by Customer or its End Users with regard to the Service. Customer shall be solely responsible for any liabilities arising from Customer’s or its End User’s lack of privacy, and Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the same.

7. CONTENT.

Neither GlobalPOPs nor any of its Third Party Vendors operate or control the content transported by the Service. As such, neither GlobalPOPs nor any of its Third Party Vendors shall have any liability or responsibility for the content of any communication or information transmitted via the Service. Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of such content, and Customer’s and its End Users’ use of Service.

8. LOCAL NUMBER PORTABILITY (LNP)

If Customer desires to port a number either to or from GlobalPOPs’ Network, Customer shall execute, and/or deliver to GlobalPOPs, all documents and information requested by GlobalPOPs, including, but not limited to, all required Letters of Authorization (“LOA”) and copies of the most recent billing invoices from Customer’s then current provider as proof of rights to the number. Customer acknowledges and agrees that GlobalPOPs shall have the right to refuse to port any number to or from its network for any reason or no reason. Customer acknowledges that GlobalPOPs typically cannot port a number to a geographic location outside of the local geographic area in which it is assigned, and that GlobalPOPs typically cannot port a number to a geographical area in which GlobalPOPs does not provide services. Customer agrees that GlobalPOPs, in its sole discretion, may port a number to any Third Party Vendor selected by GlobalPOPs in order for GlobalPOPs to provide Customer the Services ordered hereunder, and that GlobalPOPs shall be named the Customer of Record for such number. GlobalPOPs will make reasonable commercial efforts to perform requested and accepted ports, however, GlobalPOPs has no control over the porting process, and as such, GlobalPOPs makes no guaranties or warranties that a number will be ported on a particular day, or that a submitted port request will actually result in the number being ported. Further, GlobalPOPs makes no warranty that the Services associated with a number will be uninterrupted or error free during the porting process. Customer acknowledges that Customer’s current provider, as well as GlobalPOPs, may refuse to release a number for porting in the event the Customer has an outstanding or delinquent balance, or if such port is contrary to GlobalPOPs’ or such providers’ policies and procedures. Customer acknowledges that, if the account associated with the number being ported is canceled or suspended for any reason prior to the port date, such number may not be eligible for porting. Customer shall be responsible to cancel its account with the provider from which the number is being ported and to coordinate the port and cancelation dates to prevent the aforementioned ineligibility. Customer shall remain responsible for any contractual obligations it has with any third party provider, including any applicable charges and early termination fees. Customer agrees that GlobalPOPs may assess a port fee in the amount of Thirty Five Dollars and Zero Cents for each number ported to or from GlobalPOPs’ network or transferred between billing accounts within GlobalPOPs system. The porting of a number is done at the Customer’s sole risk. GlobalPOPs reserves the right to change the port date at any time in its sole discretion. Under no circumstances shall GlobalPOPs be liable for any damages, including, without limitation, loss of profits, associated with porting or not porting a number. Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of any number porting requested by Customer

9. ACCESS NUMBER TRANSITION

From time to time, GlobalPOPs may, at its sole discretion and without liability, Direct Customer or Customer’s End Users to a generic webpage to choose a new access number to dial. The webpage may provide access to GlobalPOPs’ Call finder utility at no charge.

10. TOLL FREE ROUTING

Customer agrees that it shall not, and shall not permit, the routing or request of any toll free (8XX) calls or traffic using CIC 0099 or 0110 to or in conjunction with any ports, DID, or POTS numbers assigned by GlobalPOPs. In the event that Customer causes or sends calls to GlobalPOPs’ Network and/or Equipment that are not approved for termination, Customer shall be liable for any and all amounts assessed against GlobalPOPs by an originating or transiting carrier. Customer’s violation of this Section may result in the immediate termination or suspension of Service by GlobalPOPs. Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of a violation of this Section.

11. REALM NAME TRANSFER

In the event GlobalPOPs provisions a Realm on a third party network at the request of Customer, GlobalPOPs will comply with subsequent requests to have such realm released or transferred and provisioned to another third party network if such request is submitted by the matching domain name registrant, or if no matching registrant can be found, by Customer. Any such request shall be in writing in a form acceptable to GlobalPOPs in its sole discretion. Customer acknowledges and agrees that GlobalPOPs shall have sole discretion whether or not to transfer or load any Realms (including domains) that are provisioned on GlobalPOPs’ proprietary network. Customer agrees to pay GlobalPOPs a realm release or transfer fee in the amount of Five Hundred Dollars and Zero Cents for each realm transferred from the Customer’s account. GlobalPOPs shall transfer a Realm not less than 72 hours from the date it receives a transfer request, and if the Realm is being inherited by another Customer of GlobalPOPs, not less than 72 hours after confirmation of such inheritance by such Customer.

12. PAYMENT TERMS

Customer agrees Customer shall pay all charges and amounts associated any Services Ordered and/or consumed. Customer hereby authorizes GlobalPOPs to charge the credit card account or debit the bank account identified on the Order Form or other documentation for payment of any and all fees and charges associated with the Order and Services, pursuant to GlobalPOPs’ then current billing policy and rates. The authority granted above shall remain in full force and effect until the expiration of the Termination Date as provides in Section 2 above, or for such longer period of time as necessary to collect all charges and fees that accrue prior to the termination of Services. Customer shall be responsible for accurately providing GlobalPOPs with Customer’s valid payment information, including the payment method, and maintaining and updating the same at all times. Customer shall ensure that all amounts billed hereunder are available each time GlobalPOPs attempts to charge or debit the account designated for such purposes. GlobalPOPs shall charge Customer a service fee each time GlobalPOPs attempts to charge or debit the designated account and such charge or debit is rejected due to insufficient funds. Customer hereby waives any and all claims, actions or suits against GlobalPOPs, and its parent companies, affiliates and subsidiaries, and such entities’ employees, officers, directors and shareholder, and releases the same from any errors, omissions, and/or liabilities that may arise due to the processing of aforementioned transaction.

In the event that Customer has a realm or child realm with less than ten (10) users, Customer will be billed a service charge in the amount of Twenty Five Dollars and Zero Cents per realm per month for any additional realm or child realms with less than ten (10) users after ninety (90) days.

Customer is responsible for, and must pay any and all applicable Federal, state, and local sales, use, excise, public utility, or other taxes, regulatory fees, and charges, now in force or enacted in the future, that arise as a result of the Customer’s sale, use and/or consumption of the Service. Similarly, GlobalPOPs may pass through to Customer taxes and fees owed by GlobalPOPs to the extent permissible by law. Said amounts are in addition to and exclusive of charges for Service. If Customer is exempt from paying any taxes or fees, Customer must provide documentation, satisfactory to GlobalPOPs, that Customer is exempt. Tax exemption will only apply from and after the date GlobalPOPs acknowledges Customer’s exemption request. Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the foregoing, including any claim of exemption by Customer.

GlobalPOPs may immediately suspend, restrict, or cancel the Services, without notice or liability, if GlobalPOPs does not receive payment of all amounts billed to Customer by the required due date. In addition, GlobalPOPs may add interest charges to any past-due amounts at a rate equal to the lesser of 2.5% per month or the maximum rate allowed by law, prorated for each day payment is past due. Service suspension or cancellation will result in Customer’s loss of the numbers associated with the Service. Acceptance of late or partial payments (even if marked “Paid in Full” or with other restrictions) shall not waive any of the rights of GlobalPOPs to collect the full amount of the charges for the Service. Customer agrees to reimburse GlobalPOPs for reasonable attorneys’ fees, and any other costs associated with, collecting delinquent or dishonored payments. Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out Customer’s non-payment hereunder.

Additional payment and billing terms and conditions may be found in the Service Order. GlobalPOPs may and shall at all times reserve the right to, upon 30 days notice, require a minimum traffic commitments from Customer.

13. BILLING DISPUTES

In the event Customer disputes any amount billed by GlobalPOPs, Customer shall notify GlobalPOPs of such billing dispute by completing and submitting a "Billing Dispute Form" located at www.loginto.us, under the "Accounting” or “Billing" link. The existence of a dispute shall not relieve Customer from paying any amounts billed hereunder. All Customer disputes must be submitted to GlobalPOPs within sixty (60) days of the billing date or such dispute shall be forever waived. Upon receipt of a billing dispute, GlobalPOPs shall reasonably investigate the dispute and provide Customer with a conclusive resolution based on the outcome of its investigation.

14. MODIFICATION OF TERMS.

GlobalPOPs has the right to and may, at any time, modify the terms and conditions of these Terms of Service, and to change or discontinue any aspect or feature of the Services as it deems necessary. Notice of any such change shall be sent to Customer via email, at the email address provided by Customer upon registration. Customer hereby consents to receive notifications in electronic format and acknowledges that such format shall not affect the enforceability thereof. Any changes or modifications to these Terms of Service shall be effective immediately upon the transmission such notice, or at such time indicated in the notice. In addition to providing the above mentioned notice, GlobalPOPs shall publish the modified Terms of Service at http//www.globalpops.com/dial/terms-of-service.html. Customer agrees to review the Terms of Service periodically to be aware of any and all modifications thereto. Customer’s use of the Service after notice of any such changes shall constitute Customer’s conclusive acceptance of any and all such changes. In the event Customer no longer desires to receive notices via electronic methods, Customer shall provide written notification of such decision, at which time GlobalPOPs may terminate Services without liability.

15. WEBSITE USE/WARRANTIES

By accessing and using any GlobalPOPs Website, (including, but not limited to the Back Office) the Customer acknowledges that it has read the terms of use located at http://www.globalpops.com/dial/terms-of-service.html (“Terms of Use”), and, in addition to the terms and conditions contained herein, Customer agrees to all the terms and conditions therein, and consents to be bound and become a party thereto. Should the Customer not agree to, or is unable to comply with any of the terms and conditions of the Terms of Use, it shall immediately cease any use of the GlobalPOPs Website as well as the Service or terminate the registration process. Information, ideas, and opinions expressed on the GlobalPOPs Website should not be regarded as professional advice or the official opinion of GlobalPOPs, and Customer is encouraged to consult professional advice before taking any course of action related to the information, ideas or opinions expressed on the GlobalPOPs website. In addition to those disclaimers contained in these Terms of service and the Terms of Use, GlobalPOPs does not make any warranties or representation that the content and services available on the GlobalPOPs Website are, in any case, true, correct or free from any errors. GlobalPOPs may provide hyperlinks to websites not controlled by GlobalPOPs ("target sites") and such hyperlinks do not imply any endorsement, agreement on, or support of the content, products and/or services of such target sites. GlobalPOPs does not editorially control the content, products and/or services on target sites and shall not be liable, in any manner whatsoever, for the access to, inability to access, the use, inability to use, or the content available on or through target sites.

16. GENERAL WARRANTIES

THE SERVICES, HARDWARE, SOFTWARE AND OTHER COMPONENTS OF THE NETWORK AND SERVICE ARE OFFERED AND PROVIDED "AS IS", “AS AVAILABLE” AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND HEREIN. GLOBALPOPS AND ITS THIRD PARTY VENDORS AND ANY THIRD PARTY WHO FURNISHES SERVICES TO GLOBALPOPS OR ENABLES GLOBALPOPS TO FURNISH SERVICE TO CUSTOMER, MAKES NO WARRANTIES OF ANY KIND REGARDING THE SERVICE, SOFTWARE, OR EQUIPMENT PROVIDED HEREUNDER AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY OF DATA, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICE WILL MEET CUSTOMER’S OR ITS END USERS’ REQUIREMENTS, ANY WARRANTY AGAINST INTERFERENCE WITH CUSTOMER’S OR ITS END USERS’ ENJOYMENT OF THE SERVICES, OR AGAINST INFRINGEMENT OF ANY NATURE. IN ADDITION, GLOBALPOPS, AND ITS THIRD PARTY VENDORS AND ANY THIRD PARTY WHO FURNISHES SERVICES TO GLOBALPOPS OR ENABLES GLOBALPOPS TO FURNISH SERVICE TO CUSTOMER IN CONNECTION WITH THESE TERMS OF SERVICE, MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. GLOBALPOPS DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON BEHALF OF GLOBALPOPS’, ITS THIRD PARTY VENDOR’ OR ANY THIRD PARTIES. ANY AND ALL STATEMENTS AND/OR DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT, IF ANY, BY GLOBALPOPS OR ITS EMPLOYEES, AGENTS OR INSTALLERS, ARE INFORMATIONAL ONLY AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND AND CUSTOMER SHOULD NOT RELY ON ANY SUCH STATEMENT OR DESCRIPTIONS.

17. LIMITATION OF LIABILITY

IN ADDITION TO AND NOT TO LIMIT ANY OTHER LIMITATIONS OF LIABILITY PROVIDED HEREIN, EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, GLOBALPOPS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY, OF ANY NATURE, INCURRED BY CUSTOMER, ITS END USERS AND/OR ANY THIRD PARTY RESULTING FROM THESE TERMS OF SERVICE, THE SERVICES PROVIDED HEREUNDER, AND/OR CUSTOMER’S ACCESS TO, USE OF AND/OR RESALE OF THE SAME. IN NO EVENT SHALL GLOBALPOPS BE RESPONSIBLE FOR ANY LIABILITIES ARISING OUT OF: (A) THE SERVICES, FACILITIES OR EQUIPMENT PROVIDED BY CUSTOMER OR ITS END USERS OR BY A THIRD PARTY VENDOR (INCLUDING ANY AGENTS, SUBCONTRACTORS, INDEPENDENT CONTRACTORS OR END USERS OF THE SAME); (B) ANY ACT OR OMISSION OF ANY THIRD PARTY, CUSTOMER OR ITS END USERS.

IN ADDITION TO AND NOT TO LIMIT THE FOREGOING, GLOBALPOPS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, TO THE CUSTOMER OR ANY THIRD PARTY, INCLUDING CUSTOMER’S END USERS, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES OR COST OF PURCHASING REPLACEMENT SERVICES) ARISING OUT OF, OR RELATING TO, THESE TERMS OF SERVICE, THE SERVICES PROVIDED HEREUNDER, AND/OR CUSTOMER’S ACCESS TO, USE OF AND/OR RESALE OF THE SAME.. FURTHERMORE, IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF GLOBALPOPS ARISING WITH RESPECT TO THESE TERMS OF SERVICE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.

NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING MAY BE ASSERTED BY CUSTOMER HEREUNDER OR OTHERSISE, RELATIVE TO THE SERVICES OR THESE TERMS OF SERVICES.

IN THE EVENT A JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH LIABILITIES AND WARRANTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

18. INDEMNIFICATION.

In addition to any other indemnification provisions herein, Customer agrees to indemnify and hold GlobalPOPs, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to Customer’s or its End User’s acts or omissions, consumption of the Services and/or breach of these Terms of Service, including, without limitation, any claims asserted by any third party. GlobalPOPs shall promptly notify Customer in writing of any claim for which it is obligated under this indemnity and for which GlobalPOPs may seek indemnification.

19. DISPUTE RESOLUTION

These Terms of Service and all aspects of the Services provided hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to choice of law rules. The above governing law provision applies regardless of the location of the Customer or where Customer or its End Users use or pay for Service. Venue for any action brought hereunder shall be Allegheny County, Pennsylvania, and Customer hereby waives any rights or claims to the contrary. In any proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights under this Agreement, the prevailing party may be awarded reasonable attorneys’ fees, together with any costs and expenses, to resolve the dispute and enforce the final judgment. In the event the original jurisdiction of any claim hereunder is in the Commonwealth Court or any level of Federal Court, or in the event that such Courts are granted Jurisdiction as a result of an appeal from a subordinate jurisdiction, both parties shall post a $250,000.00 bond, which shall be held in escrow for the benefit of the other party to ensure the payment of any awards, including an award for attorneys’ fees, and costs and expenses to resolve the dispute and enforce the final judgment. In no event shall the amount of the bond itself place a limit on liability hereunder.

20. MISCELLANEOUS

(a) General Provisions. These Terms of Service and any documents incorporated herein constitute the entire Agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral. No written or oral statement, advertisement, or service description not expressly contained in these Terms of service will be allowed to amend, contradict, explain, or supplement it unless agreed upon by the Parties in writing. Neither Customer nor GlobalPOPs is relying on any representations or statements by the other party or any other person or entity that is not included as a Party to these Terms of service.

(b) Force Majeure. Except for the Customer’s payment of charges, which have accrued, neither Party to these Terms of service assumes a risk of any event, foreseeable or unforeseeable, and beyond the reasonable control of either Party, that has a material effect upon the agreed exchange contemplated herein. .

(c) Survival. The provisions of these Terms of service that, by their purpose, are intended to survive the termination of these Terms of service shall so survive. Said provisions shall include, but shall not be limited to, those provisions that include indemnification clauses, limitations on liability, warranty limitations, billings, non-disclosure, and Customer’s obligations to pay for the Service provided, including any additional usage charges.

(d) Non-Waiver. Failure by either Party to insist upon strict performance of any terms or conditions of these Terms of service, or failure or delay to exercise any rights or remedies provided herein, and/or by law shall not release either Party from any of the obligations of these Terms of service, and shall not be deemed a waiver of any right to insist upon strict performance thereof or any rights and remedies herein.

(e) Severability. If any terms herein are illegal or unenforceable at law or in equity, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Any illegal or unenforceable term shall be deemed to be void and of no force and effect, except to the minimum extent necessary to bring such term within the provisions of applicable law and such term, as so modified, and the balance of these Terms of Service shall then be fully enforceable.

(f) Third Parties. Notwithstanding anything to the contrary contained herein, no third party shall be considered a party to or beneficiary of these Terms of service or have any claim under these Terms of service against either Customer or GlobalPOPs, and the Customers, sister companies, parent companies, vendors, independent contractors and service providers of the same.

(h) Assignment. Customer may not assign these Terms of service without the express written consent of GlobalPOPs, which consent shall not be unreasonably withheld.

(i) Business Relationship. These Terms of Service shall not create any agency, employment, joint venture, partnership, representation or fiduciary relationship between the Parties. Neither party shall have the authority, nor shall any party attempt, to create any obligation on behalf of the other party.

(j) Notices. Customer Agrees that all notices shall be considered written and properly given if sent to Customer via the email address provided by Customer at the time of registration and as necessarily updated. Customer hereby consents to receive notifications in electronic format and acknowledges that such format shall not affect the enforceability thereof. In the event Customer wishes to not receive notices electronically, Customer shall inform GlobalPOPs of such desire and GlobalPOPs may, at its sole discretion terminate the Service without further liability.