You (“You” or “Customer”) acknowledge that by using the “Cloud Dial

Inc” products and services that are being provided to you as set forth in
any quote, order form or addendum, including, but not limited to, unified
communication services, collaboration services and any associated
software, hardware or web-based platform (and each of their applicable
features and ancillary solutions) (collectively referred to herein as the
“Service”), You agree to abide by and comply with these Terms of
Service. If You do not wish to be bound by these Terms of Service, You
may not use the Service. Cloud Dial Inc (“We” or ““Cloud Dial Inc””) may
modify these Terms of Service without notice to You and such
modifications shall be deemed effective immediately upon posting of the
modified Terms of Service. You agree to review these Terms of Service
periodically to be aware of such modifications and Your continued
access or use of Service constitutes Your acceptance to be bound by
the revised Terms of Service. Cloud Dial and Customer may be
referred to herein together as the “Parties” and individually as a “Party.”

1. Rights Granted . Subject to the terms of these Terms of Service, “Cloud

Dial Inc” grants You the right to use the Service. All rights not expressly
granted under these Terms of Service are retained by Cloud Dial.
2. Signing up for the Service . Upon signing up for the Service and
establishing a Service account (an “Account”) and at subsequent times
as requested by Cloud Dial, You agree to provide to Cloud Dial Your
true, accurate, current, and complete personal name and/or business
name, billing and shipping addresses, all addresses where the Service
is to be used, email address, contact phone number, credit card
information, and other information which “Cloud Dial Inc” deems
necessary to administer Your Account or to provide the Service to You
(“Customer Information”). You represent and warrant that the Customer
Information You provide is accurate, current, and complete, and agree
to promptly update any of the information if it changes. If You provide
Customer Information that is, or that “Cloud Dial Inc” suspects to be,
false, inaccurate, not current, incomplete, fraudulent, or otherwise
unlawful, “Cloud Dial Inc” has the right, in its sole discretion, to
immediately suspend or terminate the Service to You.
3. Additional Features and Services .

Additional features and services may be added and made available to

You in the future and will be governed by these Terms of Service and
applicable additional terms and conditions.

4. Accounts . The Account owner shall be the legal entity (e.g.,

corporation, partnership, individual) that signs up for the Service with
 “Cloud Dial Inc”. If no legal entity is provided upon sign-up, then the
Account owner will be the owner of the credit card (or alternative
method of payment) used to open the Account. Subsequent changes to
ownership must be supported by appropriate legal documentation. If
“Cloud Dial Inc” is unable to determine the valid owner of the Account,
“Cloud Dial Inc” reserves the right to suspend and/or terminate the
Service.
5. Customer Information . You hereby grant to Cloud Dial a perpetual,
worldwide, royalty-free, non-exclusive license to copy, store, record,
transmit, display, print, and use Customer Information to the extent
required to provide or improve the Service, always in accordance with
applicable law. We may also use Customer Information for other
purposes such as to provide You with information about features of the
Service, to contact You for updates to Your Account information, and to
provide You with marketing and promotional material about the Service
as well as “Cloud Dial Inc”’s other products and services. We may also
share Your Customer Information with third parties that are underlying
vendors of Service and to transfer Customer Information to or from the
United States and/or to or from other countries deemed by “Cloud Dial
Inc” to have adequate data protection laws, but only as necessary to
provide the Service to You. You hereby agree that “Cloud Dial Inc” may
send You (and any other user of the Service connected to Your
Account) marketing and promotional materials via e-mail, regular mail,
or any other medium; provided that You may unsubscribe to such
materials at any time by notifying “Cloud Dial Inc” Customer Support.
”Cloud Dial Inc” may disclose or provide access to Your Customer
Information pursuant to a judicial or other governmental request or
order.
6. Prohibited Uses . Notwithstanding anything to the contrary contained
herein, “Cloud Dial Inc” reserves the right, in its sole discretion, to
immediately and without notice terminate the Service to You (and
generally) for any use of the Service or any other action that causes a
disruption in “Cloud Dial Inc”’s network integrity, or directly or indirectly
threatens or compromises the security of “Cloud Dial Inc”, its vendors,
or the Service or that otherwise violates this Section 6. Customer
agrees, represents, and warrants that it will use the Service for its own
internal use only, and will not resell, transfer or charge for the Service
or Equipment without the express written permission of “Cloud Dial Inc”.
Permitted use of the Service does not include certain activities
including, but not limited to transmitting any material that contains
viruses, time bombs, trojan horses, worms, malware, spyware, or any
other programs that may be harmful or dangerous, spoofing, continuous
or extensive call forwarding, continuous connectivity, fax broadcast, fax
 blasting, polling, transmitting any material that may infringe,
misappropriate, or otherwise violate the foreign or domestic intellectual
property rights or other rights of third parties, telemarketing (including
without limitation charitable or political solicitation, junk faxing, fax
spamming, calling/faxing any person through the use of distribution lists
or otherwise who has not given specific permission to be included in
such a process) or any other activity that would be inconsistent with
reasonable business usage. Customer shall not transmit through the
Service any unlawful, harassing, defamatory, abusive, threatening,
harmful, vulgar, obscene, indecent, or otherwise objectionable
communications or material of any kind or nature. Customer further
agrees not to transmit any material that encourages conduct that could
constitute a criminal offense, violate the intellectual property rights of
others, give rise to civil or criminal liability or otherwise violate any
applicable local, state, national or international statute, regulation, or
other law. You agree that You will, at all times, comply with all
applicable laws, including but not limited to the Truth in Caller ID Act,
the Telephone Consumer Protection Act and the Controlling the Assault
of Non-Solicited Pornography and Marketing Act (CAN-SPAM). You
further agree that you will not use a fax line to place voice calls. Any
use found to be inconsistent with any of the restrictions set forth herein
may result in the immediate termination of the Service. You also
understand that “Cloud Dial Inc” may immediately suspend or terminate
Your right to use the Service without liability of any kind if (a) You use
the Service to send or transmit any unsolicited communications or
advertisements, or (b) in “Cloud Dial Inc”'s sole discretion, Your use of
the Service exceeds what would be expected of normal business use.
Cloud Dial reserves the right, in its sole discretion, to block access to
certain high cost/premium locations. You agree that “Cloud Dial Inc” is
entitled to record and/or monitor Your use of the Service. By
accessing or using the Service, You consent to such recording and
monitoring. You are solely responsible for informing anyone with whom
You interacts or otherwise communicate via the Service that information
uploaded to or in any way passing through the Service, including
written, visual or oral communications or other electronic means, may
be recorded or monitored.
7. Conditions . Customer acknowledges and agrees that Cloud Dial's
obligations to provide the Service are expressly conditioned upon (i)
Cloud Dial’s receipt of all payments due hereunder, and (ii) Customer's
satisfaction of the technical requirements set forth herein, including
possession of properly configured Equipment and the provision of
accurate Customer Information to Cloud Dial.
8. Payment . The Service is provided to You on a monthly prepaid
basis. All pricing is in United States dollars. For billing purposes,
Your start of Service date (“Service Date”) will commence on the
earlier of (i) one month following Your sign up for the Service; and
(ii) the date of actual service activation on the Cloud Dial platform.
You are responsible and will be charged for all non-recurring fees
(i.e., international calls, toll free numbers, etc.) incurred by You.
Call charges are rounded up to the next full cent. By way of
example, a 15-minute inbound toll-free call that is rated at $0.015
per minute will be rounded to a $0.23 charge in our billing
system.
9. Customer Responsibilities . You are financially responsible for
Your use of the Service, including the authorized and
unauthorized use of Your Account. In order to use the Service,
You must have properly configured and working Internet service
and hereby agree, at Your sole expense: to (1) obtain access to
Your own Internet service with a third party provider separate to
the Service; (2) be responsible for payment of Internet connection
and all equipment necessary to establish a connection to such
Internet service, as may be required to use the Service; and (3)
pay Cloud Dial for the Service.
10. Termination . In addition to Cloud Dial’s right to terminate the
Service as set forth in other sections of these Terms of Service or
other terms and conditions agreed by You, Cloud Dial reserves the
right to terminate the Service for convenience upon at least thirty
(30) days’ notice to You. Cloud Dial shall not be liable to You or
any third party for terminating or suspending Your use or access
to the Service for any reason. If You are purchasing the Service
on a month to month basis (i.e., the Service is not subject to a
committed service term) then, subject to the applicable provisions
in Section 8, You may cancel the Service for convenience upon at
least thirty (30) days’ notice. If You terminate the Service in the
middle of a billing cycle, or if Cloud Dial terminates the Service as
a result of Your breach of these Terms of Service or other terms
and conditions agreed by You, You shall not be entitled to any
refund or pro ration of any pre-paid amounts, credits, or other
amounts paid to Cloud Dial prior to the termination or suspension
date and early termination fees may apply. Upon expiration,
cancellation or termination of the Service, Customer shall
relinquish and discontinue use of any voice mail access numbers,
logins and/or web portals assigned to Customer by Cloud Dial or
its vendors.
 In order to be valid, any cancellation of Services by You, at
any time, must be made in writing and sent
to support@clouddial.net .

11.