The terms and conditions of this Agreement apply to and govern: (i) any services specified on a ConnectMe Mobile customer order form ("Customer Order") that references this Agreement and that has been executed by ConnectMe Mobile and by you, the Customer; and (ii) any services that you purchase or license from ConnectMe Mobile by registering, or completing another applicable process by clicking the "I Accept" button during the subscription process ("Subscription") on the ConnectMe Mobile Web site, www.ConnectMeMobile.com (the "Site"). This Agreement, together with the applicable Customer Order or the applicable Subscription, is a binding contract between ConnectMe Mobile and you, the Customer. By signing the applicable Customer Order or by completing the applicable Subscription, you acknowledge that you have read and understand this Agreement and you agree to be bound by its terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions. All access to and use of the Site is subject to the Terms of Service and the Privacy Policy posted on the Site, which you should also read carefully. ConnectMe Mobile reserves the right to modify the Terms of Service and the Privacy Policy posted on the Site, such modifications effective as of the date of their posting to the Site. You acknowledge and agree that you are responsible for reviewing the Terms of Service and the Privacy Policy regularly for modifications and that your use of the Services subsequent to the modification shall constitute acceptance of such modifications. In this Agreement, ConnectMe Mobile and you, the Customer, are each referred to as a "Party" and are collectively referred to as the "Parties."

2.1 Description. ConnectMe Mobile will provide to Customer the online, telephone and mobile application services, as indicated in the applicable Customer Order or Subscription (the "Services"), in accordance with the specific instructions and descriptions set forth in such Customer Order or Subscription, which Services may include (but may not necessarily be limited to): (i) Visual Voicemail; (ii) Broadcast Audiomail; (iii) Inbound fax provisioning; (iv) FollowMe call forwarding; (v) Remote File Access; (vi) Custom report development; and (iv) Integration with legacy systems or other professional services.

3.1 License Grant. ConnectMe Mobile hereby grants Customer a limited, non-exclusive, non-transferable license to use the Services indicated in the applicable Customer Order or Subscription subject to the restrictions and limitations specified in such Customer Order or Subscription and the terms of this Agreement, solely for Customer’s legitimate internal business purposes during the Term (as defined in Section 7.1). All rights not expressly granted to you are reserved by the ConnectMe Mobile and its licensors.

3.2 Permitted Use. Customer is responsible for all activity under your account and shall notify ConnectMe Mobile immediately of any unauthorized use of any password or any other suspected breach of security. Customer acknowledges that ConnectMe Mobile shall assume that anyone accessing the Services using a login or other ID assigned to Customer is, or is acting on behalf of, Customer.

3.3 Prohibited Conduct. Except as expressly permitted by this Agreement or by an executed reseller or partner agreement, Customer shall not, directly or indirectly, without the express, prior written consent of ConnectMe Mobile: (i) use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, rent, lease, or transfer any of the Services; (ii) merge any Services or any portion thereof with any other program or materials or services; (iii) reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive the source code of any or any other compiled software provided or made available by ConnectMe Mobile hereunder; (iv) adapt, translate, localize, port, or otherwise modify any of the Services or any other compiled software provided or made available by ConnectMe Mobile hereunder; (v) remove, obliterate, or cancel from view any copyright, trademark, or other proprietary or confidentiality notice or legend appearing on or in the Services or any other materials provided or made available by ConnectMe Mobile hereunder; and (vi) knowingly permit any other person or entity to engage in any of the foregoing conduct.

3.4 Appropriate Use. ConnectMe Mobile provides the Services for your use in legitimate business pursuits only. Accordingly, the Services should only be used in accordance with the terms and conditions of this Agreement.

(a) Restrictions on Use of Account. You can't use our Services: (a) to transmit content/messages that are, or in any manner that is, illegal, fraudulent, threatening, abusive, defamatory, or obscene; (b) in a way that could cause damage or adversely affect our customers, reputation, network, property or Services; (c) to communicate any unsolicited commercial voice, fax, SMS, or other message; (d) to infringe on the copyright of another, or upload or transmit any "virus", "worm", or malicious code; or (e) in any way prohibited by the Agreement or applicable state, federal or international law. Customers whose use, in ConnectMe Mobile’s sole discretion, constitutes a violation of this policy may be subject to account suspension or termination with or without prior notice.

(b) Flat Rate Subscriptions. You acknowledge that Flat Rate Service Subscriptions are intended for customary personal and business use. Flat Rate Subscriptions are not intended for dedicated telecommunications services, intensive auto-dialing, continuous, or extensive call forwarding, or telemarketing and/or fax solicitation. Usage inconsistent with the foregoing or usage that considerably exceeds what is considered usual and normal for similar subscriber groups may is prohibited. Customers whose use constitutes a violation of this policy may be subject to additional charges or loss of account privileges.

(c) Storage Space Limitations. ConnectMe Mobile stores all voice and fax messages received by you in your Mailbox for thirty (30) days; thereafter, older messages will be automatically deleted. Should you wish to permanently retain a voice or fax message it is your responsibility to move the file to your online storage space (the “ConnectMeDocs Folder”) prior to that time. The amount of storage space allocated to your ConnectMe Docs Folder is determined by your Subscription. If you exceed your designated storage space limitation, some documents, fax-mail, or voice-mail messages may not be processed due to space constraints. However, if additional unallocated storage space is available on the Service, ConnectMe Mobile will use commercially reasonable efforts to temporarily allocate a portion of such additional storage space to satisfy Customer’s excess storage space requirements. Customer will be charged for all additional storage space in accordance with then current rates for such additional storage space. Customer further understands and agrees that ConnectMe Mobile is not responsible or liable for the deletion or failure to store messages or other information in excess of Customer’s designated storage space limitation.

4.1 General Fees. Customer shall pay ConnectMe Mobile the fees specified in the applicable Customer Order or Subscription Plan (the "Fees"). Unless expressly provided otherwise in the applicable Customer Order or Subscription, ConnectMe Mobile may increase the Fees to the rates then made generally available by ConnectMe Mobile upon the renewal date that the applicable Customer Order is executed by both Customer and ConnectMe Mobile or of the date that the applicable Subscription is completed by Customer. ConnectMe Mobile shall invoice Customer, or automatically charge the credit card specified by Customer, for such Fees in accordance with the payment schedule indicated in such Customer Order or Subscription. For credit card, payments no additional notice or consent will be required for billings to that credit card or account. You will advise us of any changes to your credit card account, such as account number or expiration date changes. Fees are due and payable within thirty (30) days after the date of the applicable invoice or the due date otherwise indicated in the applicable Customer Order or Subscription. Time is of the essence for payment. Should your credit card decline for any reason, we will attempt to charge it again. If the second attempt to bill your credit card is unsuccessful, your account will be suspended without notice. Any payment or portion thereof due and not received by ConnectMe Mobile within forty-five (45) days after the applicable due date shall bear an additional charge of one and one-half percent (1.5%) per month (or the maximum rate permissible under applicable law, whichever is less) from the date due until the date such payment is actually received by ConnectMe Mobile. Customer must report any errors or discrepancies in any ConnectMe Mobile invoice within thirty (30) days after the date of such invoice or such invoice will be deemed correct and payable by Customer in accordance herewith. Except as expressly provided herein, all Fees are non-refundable.

4.2 Additional Fees. Some Services are billed at a flat fee, others may assess per minute charges based on the Subscription selected. If your Subscription assesses usage fees, your usage will be is billed in six-second (6) increments with an eighteen (18) second minimum, or as otherwise stated by your Subscription. Usage under a Toll-Free Subscription will be charged at the then current rates of ConenctMe Mobile, unless otherwise provided in your Customer Order or Subscription. If you have a past due balance on a prior account, we reserve the right to collect the full balance if you open a new account with us or update your credit card on file.

4.3 Taxes. Fees do not include, and Customer shall pay, all applicable sales, use, and other taxes imposed in connection with this Agreement, or the Services.

4.4. Dishonored Check Policy. We may assess a fee of thirty-five dollars ($35.00) for any check returned for non-payment.

4.5 Guarantee. Notwithstanding the foregoing, ConnectMe Mobile offers a 30-day money back guarantee. If you don’t like the Service for any reason within the first 30-days of Service, you may cancel this Agreement with no further liability by contacting ConnectMe Mobile customer service at cancel@connectmemobile.com within that period. Fees paid will be promptly refunded.

5.1 Ownership. The Services provided to Customer by ConnectMe Mobile hereunder (including, but not limited to, all computer software (whether in source code, object code, or other form), databases, indexing, search, and retrieval methods and routines, hypertext markup language ("HTML") code, active server pages ("ASP"), intranet pages, and similar materials) constitute the valuable intellectual property and proprietary material of ConnectMe Mobile and its licensors and are protected by applicable intellectual property laws of the United States and other countries. Except for the rights expressly granted to Customer in this Agreement, all Services provided under this Agreement, all modifications, compilations, and derivative works thereof, and all intellectual property and proprietary rights pertaining thereto, are and shall remain the property of ConnectMe Mobile and its respective licensors.

5.2 Ownership of Toll Free Number. You are the owner of any toll free telephone number assigned to you by ConnectMe Mobile. You may request to transfer your toll free number to another carrier for a $30.00 transfer fee. Your account must be paid in full, with no outstanding balances prior to transfer of your number. Following the termination of your ConnectMe Mobile account for any reason, your assigned number becomes property of ConnectMe Mobile. Should you wish to transfer your toll-free number to another provider, it is your responsibility to do so prior to canceling your ConnectMe Mobile account.

5.3 Ownership of Local Number. You understand and agree that you are not the owner of any local telephone number assigned to you by ConnectMe Mobile. Ownership of any such local phone number is vested solely in ConnectMe Mobile (who will assign or re-assign such numbers to you for your use during the term of this Agreement). You understand and agree that (a) ConnectMe Mobile may from time to time need to change the local number assigned to you (due to an area code split or for any other reason outside of ConnectMe Mobile’s control) and (b) following the termination of your ConnectMe Mobile account for any reason you will no longer have access to such local number. In either case, such local phone number may be re-assigned immediately to another customer and you agree that ConnectMe Mobile will not be liable for damages (including consequential or special damages) arising out of any such re-assignment and you hereby waive any claims with respect to any such re-assignment, whether based on contract, tort or other grounds, even if ConnectMe Mobile has been advised of the possibility of damages.

7.1 Term. The term of this Agreement (the "Term") shall commence, as applicable, on the date that the applicable Customer Order is executed by both Customer and ConnectMe Mobile or on the date that the applicable Subscription is completed by Customer. The Term shall continue from month to month until terminated by either party upon 30 days notice. ConnectMe Mobile may verify orders to prevent fraud. We reserve the right to cancel any order that cannot be confirmed by phone contact with the party who placed the Customer Order.

7.2 Default/Termination. Without limiting the generality of the foregoing, ConnectMe Mobile may restrict, suspend or terminate your Services with or without notice for reasons including, without limitation, if you fail to pay any amount due within five (5) days; make any false statement to ConnectMe Mobile; become insolvent or go bankrupt or make any assignment for the benefit of creditors, or; you otherwise breach any part of this Agreement. Upon any termination in accordance with the foregoing, ConnectMe Mobile may immediately deactivate or delete your account and all related information and files in your account, reassign any telephone numbers associated with the account, and/or bar any further access to such files, information, or the Services. If Services are suspended, a fee may be charged to reactivate your account. If your account is terminated by ConnectMe Mobile, you will be responsible for paying all amounts and charges owing under this Agreement at the time of termination.

7.3 Cancellation. Providing your account is in good standing, you may cancel your Service under this Agreement at any time, upon thirty-day (30) prior written notice to us. All rights and licenses granted herein to you to access and use the Services shall automatically terminate and be revoked upon cancellation. Unless you are canceling your account within your first thirty-days of service, you will be responsible for paying all amounts and charges owing under this Agreement at the time of cancellation. For your cancellation to be effective, you must notify us in writing of your intention to cancel by e-mail at cancel@connectmemobile.com or via facsimile at (732) 972-5164.

8.1 Services. ConnectMe Mobile warrants the Services will perform in a competent and workmanlike manner, in accordance with standards common and prevalent in the industry. As Customer’s sole and exclusive remedy for a claimed breach of this limited warranty: (i) if Customer notifies ConnectMe Mobile, in writing and in reasonable detail, of the nature and extent of such failure within thirty (30) days after the initial provisioning of the Services, ConnectMe Mobile shall re-perform or cure any portion of such Services that fail to satisfy the foregoing limited warranty; or (ii) if, after being provided with notice as described in the foregoing clause (i), ConnectMe Mobile determines, in its sole discretion, that it is unable to re-perform or cure the Services in a manner that complies with such warranty through the exercise of commercially reasonable efforts, ConnectMe Mobile will refund to Customer the fees paid for such portion of the Services during the immediately preceding thirty (30) days.

8.2 Power and Authority. Customer represents that it is financially solvent and that it has the requisite legal and corporate power, right, and authority to enter into this Agreement, to grant the rights it purports to grant hereunder, and to perform its duties and fulfill its obligations hereunder.

8.3 Accuracy of Information. Customer represents that all information provided to ConnectMe Mobile in connection with this Agreement is, and warrants that all information provided to ConnectMe Mobile hereunder shall be, true, complete, and correct in all material respects, to the best of Customer’s ability, knowledge, and belief. If the contact and registration information you have provided is false or fraudulent, ConnectMe Mobile reserves the right to immediately terminate your access to the Services.

9.1 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1: (I) CONNECTME MOBILE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT; (II) THE SERVICES ARE PROVIDED BY CONNECTME MOBILE ON AN "AS-IS" BASIS, WITHOUT ANY FURTHER WARRANTIES OF ANY KIND; AND (III) CONNECTME MOBILE DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES PROVIDED BY CONNECTME MOBILE OR ITS CONTRACTORS OR AGENTS IN CONNECTION WITH THIS AGREEMENT, ARE OR WILL NECESSARILY ALWAYS BE COMPLETELY ACCURATE, CURRENT, OR COMPLETE, CONTINUOUSLY AVAILABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH CUSTOMER OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM. CONNECTME MOBILE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, OTHER THAN THOSE SET FORTH IN SECTION 8.1 INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES THAT MIGHT ARISE THROUGH USAGE OF TRADE OR CUSTOM, COURSE OF DEALING, AND COURSE OF PERFORMANCE.

10.1 EXCLUSIONS. NEITHER CONNECTME MOBILE, ITS SUBSIDIARIES, CONTRACTORS, SUPPLIERS, CO-BRANDERS, AND OTHER SIMILAR ENTITIES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF ANY OF THE FOREGOING (ALL SUCH PERSONS AND ENTITIES AS LISTED HERETOFORE IN THIS SENTENCE, COLLECTIVELY, THE "CONNECTME MOBILE ASSOCIATES"), SHALL BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (I) CUSTOMER’S USE OR NON-USE, OR CUSTOMER’S RELIANCE ON OR FAILURE TO RELY ON, THE SERVICES PROVIDED OR MADE AVAILABLE BY CONNECTME MOBILE OR ITS CONTRACTORS IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, THE "CONNECTME MOBILE MATERIALS"); OR (II) ANY DECISIONS MADE OR NOT MADE, OR ACTIONS TAKEN OR NOT TAKEN, BY CUSTOMER OR ANY THIRD PARTY WITH REGARD TO, IN RELIANCE ON, OR AS A RESULT OF, USE OF ANY CONNECTME MOBILE MATERIALS. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL THE CONNECTME MOBILE ASSOCIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE OR DOWNTIME OF FACILITIES, EQUIPMENT, OR SERVICES, COSTS OF COVER, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY CONNECTME MOBILE MATERIALS, EVEN IF CONNECTME MOBILE WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

10.2 MAXIMUM LIABILITY. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF THE CONNECTME MOBILE ASSOCIATES SHALL BE LIMITED IN ACCORDANCE WITH THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING PROVISIONS OF THIS SECTION 10, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR OTHER PROVISION OF THIS AGREEMENT, IF ANY OF THE CONNECTME MOBILE ASSOCIATES ARE FOUND LIABLE TO CUSTOMER OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY OF THE CONNECTME MOBILE ASSOCIATES, COLLECTIVELY, FOR ALL SUCH CLAIMS AND OTHER MATTERS SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY CUSTOMER TO CONNECTME MOBILE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT MOST PREDOMINANTLY GIVING RISE TO SUCH LIABILITY.

10.3 BASIS OF THE BARGAIN. THE PROVISIONS OF SECTIONS 9, 10, AND 11 OF THIS AGREEMENT ARE ALL FUNDAMENTAL AND SPECIFIC REQUIREMENTS OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND CONNECTME MOBILE, AND CONNECTME MOBILE WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON THE OTHER TERMS SET FORTH HEREIN WITHOUT EACH SUCH PROVISION.

11.1 Infringement. ConnectMe Mobile shall defend, indemnify, and hold Customer harmless from and against any claims, actions, and other proceedings ("Claims"), and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and expenses (collectively, "Losses," and including reasonable attorneys fees and court costs), to the extent arising out of any claims by any third party that the Services (excluding any material provided or furnished by, or included at the direction of, Customer) infringe upon United States’ copyright or any United States patent issued as of the date of the applicable Customer Order or Subscription. In the event of such a claim, ConnectMe Mobile may, in its discretion, either procure a license to enable Customer to continue to use the allegedly infringing item or develop or obtain a non-infringing substitute of substantially equivalent functionality and performance. If ConnectMe Mobile determines that neither of the foregoing options is commercially reasonable or practicable, then, notwithstanding anything to the contrary elsewhere in this Agreement, ConnectMe Mobile may immediately terminate this Agreement and refund to Customer any prepaid fees for the then-remaining or unexpired portion of the Term. Notwithstanding the foregoing, ConnectMe Mobile shall have no obligation to indemnify, defend, or hold Customer harmless from any Claim to the extent that it is based upon: (i) a modification by Customer (or by anyone under Customer’s direction or control or using logins, IDs or passwords assigned to Customer) to the Services; (ii) a modification made by ConnectMe Mobile pursuant to Customer’s order or specification or in reliance on materials or information provided by Customer; or (iii) the use by Customer (or by anyone under Customer’s direction or control or using logins, IDs or passwords assigned to Customer) of any Services other than in accordance with this Agreement. This Section 11.1 sets forth Customer’s sole and exclusive remedy, and ConnectMe Mobile’s entire liability, for any claim that any ConnectMe Mobile Materials violate or infringe upon the rights of any third party.

11.2 Third Party Claims. Except as provided in Section 11.1 Customer shall defend, indemnify, and hold the ConnectMe Mobile Associates harmless from and against all Claims, and shall pay all Losses, arising out of or related to third-party claims based upon: (i) Customer’s (or that of anyone authorized by Customer or using logins, IDs or passwords assigned to Customer) use, non-use, or modification of any ConnectMe Mobile Materials; or (ii) the violation of any rights of any third party in connection with Customer’s (or that of anyone authorized by Customer or using logins, IDs or passwords assigned to Customer) use, non-use, or modification of any ConnectMe Mobile Materials.

11.3 Defense. With regard to any Claim subject to indemnification pursuant to this Section 11, the indemnified Party shall grant the indemnifying Party the right to assume full defense and control of such Claim and shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its sole expense.

12.1 Changes to the Services. ConnectMe Mobile expressly reserves the exclusive right to, without prior notice, at any time and from time to time,: (i) offer new, additional, or substitute services; (ii) modify, amend, or discontinue offering all or any particular services; and (iii) post a revised version of this Agreement on the Site. Nevertheless, during the Term ConnectMe Mobile shall not, except as expressly provided elsewhere in this Agreement: (a) materially and significantly reduce or decrease the functionality and features of the Services; or (b) cease offering any of the Services without offering a substitute of comparable functionality and features. Further, despite the posting at any time of a new version of this Agreement on the Site, any previously executed Customer Orders and previously completed Subscriptions shall continue to be governed by the version of this Agreement in effect as of the date of such Customer Order or Subscription. You agree to accept as the true and accurate copy of this Agreement the version hereof maintained with respect to the date of the applicable Customer Order or Subscription by ConnectMe Mobile in the course of its normal backup and archival process.

12.2 Entire Agreement. This Agreement, together with the applicable Customer Order or Subscription, constitutes the entire agreement and understanding between the Parties regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by an authorized representative of each of the Parties. In the event and to the extent of any conflict between this Agreement and the applicable Customer Order or Subscription, the terms of this Agreement shall prevail and control.

12.3 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of New Jersey, without regard to choice of law provisions thereof. The application of the United Nations Convention of Contracts for the International Sale of Goods and the provisions of any state law adopting, in whole or in part, or in any modified form, the provisions of the Uniform Computer Information Transactions Act are expressly excluded here from.

12.4 Forum. The exclusive forum and venue for any legal or equitable claim or action brought in connection with this Agreement shall be the state and federal courts situated in Monmouth County in the State of New Jersey. The Parties hereby irrevocably submit and consent to the personal and subject matter jurisdiction of such courts and irrevocably waive any objection or claim that venue is improper for any reason in such courts.

12.5 Arbitration. Except for any claims or actions seeking injunctive relief for a breach or alleged breach of Section 5 or Section 6, any dispute, claim, or controversy arising out of, or relating to, this Agreement (a "Dispute") shall be addressed in accordance with this Section 12.5. Each Party agrees to notify the other in writing as soon as reasonably practicable after becoming aware of the basis of a Dispute and to use commercially reasonable efforts to informally resolve or settle the Dispute after providing or receiving such a notice. Nevertheless, if the Parties fail to resolve such a Dispute within thirty (30) days after the date that such notice was received; either Party may submit the Dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Any such arbitration shall be conducted in Manalapan, New Jersey before an arbitrator having at least five (5) years experience in the information technology industry. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

12.6 Attorney's Fees. In any arbitration, suit, action, or proceeding relating to this Agreement, the prevailing Party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection therewith. ConnectMe Mobile shall also be entitled to reimbursement for any and all of its collection costs in the event of late payment or nonpayment by Customer.

12.7 Severability. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be deemed severed from this Agreement and all other provisions shall remain in full force and effect.

12.8 Survival. The provisions of this Agreement, and the rights, duties, and obligations of the Parties hereunder, which by their nature may be reasonably inferred to have been intended to survive termination, cancellation, completion, or expiration of this Agreement (including, but not limited to, the rights, duties, and obligations set forth in Sections 1, 2, 3, 4, 5, 6, 8, 9, 10, 11, and 12 hereof) shall survive and continue as valid and enforceable rights, duties, and obligations.

12.9 Waiver. The failure by either Party at any time to enforce any of the provisions of the is Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy, or option or in any way affect the validity of this Agreement. The waiver of any default by either Party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

12.10 Assignment. All rights granted to Customer herein are personal to Customer and Customer may not assign, delegate, or otherwise transfer this Agreement or any of Customer’s rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of ConnectMe Mobile, which consent shall be in ConnectMe Customer’s sole discretion. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.11 Force Majeure. Except for payment obligations hereunder, neither Party shall be liable or deemed to be in default for any delay or failure in performance hereunder to the extent resulting, directly or indirectly, from acts of God, terrorism, or civil insurrection, strikes or other organized labor interruption, telecommunications or utility interruptions or failures, fire, explosions, floods, or other natural disasters, any similar cause or any third party beyond the reasonable control of such Party, and any delay or failure of the other Party to fulfill its obligations hereunder.

12.12 No Third Party Benefit. The provisions of this Agreement are for the sole benefit of the Parties hereto. Except as expressly provided herein, this Agreement neither confers any rights, benefits, or claims upon any person or entity not a Party hereto nor precludes any actions against, or rights of recovery from, any persons or entities not Parties hereto.

12.13 Notice. All notices required hereunder shall be in writing or in electronic format and shall be deemed to have been given when mailed by first class mail to the respective address, when sent via email to the respective email address, or when sent via receipted facsimile to the respective facsimile number, specified in the applicable Customer Order or in the applicable Subscription and as updated in accordance herewith.

12.14 Source of Reference. Customer agrees that ConnectMe Mobile may publish Customer logos on the Site or refer to Customer as a customer in web and print materials. Customer agrees that it shall make itself available as, and serve as, a reference to potential customers of ConnectMe Mobile regarding the scope and quality of the Services and further agrees that, in furtherance of the foregoing, ConnectMe Mobile may identify Customer as a reference and direct potential customers to contact Customer directly regarding ConnectMe Mobile’s services.