Services:
The Answering Service will provide Telephone Answering Services (“TA Services”) to the Client, which will consist of the receiving and answering of telephone calls to the Client, when properly transferred and forwarded by the Client to the Answering Service, and responding to and forwarding of these telephone calls in accordance with information supplied in writing by the Client. This information can be supplied to the Answering Service by mail, facsimile, or e-mail. The Client will be fully responsible for the correctness and accuracy of all information. The Answering Service shall be entitled to rely on the information supplied by the Client, including, but limited to, telephone numbers, names of persons to whom the calls should be relayed, the hours when the persons are to receive forwarded telephone calls and all other items of information used in the performance of TA Services by the Answering Service. The Answering Service shall not be required or have a duty to inquire as to any of the information supplied by the Client.

Terms of Payment:
All statements by the Answering Service to the Client shall be paid within ten (10) days of the date of the statement. If the Client disputes any portion of the statement, the Client must bring the dispute to the attention of the Answering Service in writing within ten (10) days of the date of the statement. The failure of the Client to send a written notice of dispute within this time period shall be deemed a waiver by the Client of the right to dispute any portion of the statement. If the dispute relates to a portion of the statement, the Client shall be required to make payment of the undisputed balance within the time period set forth above.

An initial $25.00 late fee then one percent (1%) per month thereafter will be charged on any unpaid balance due as of the tenth (10th) of each month. At any time an account becomes thirty (30) days delinquent, the Answering Service shall have the right, at its sole discretion, to suspend or terminate all TA Services, upon twenty-four (24) hour prior written notice to the Client. TA Services which are suspended or terminated for nonpayment shall be subject to a reconnection charge of $50.00. An additional deposit may also be required. The Client shall be responsible for payment of all TA Services up to the time of suspension or termination and for payment of a late charge of $25.00 and one percent (1%) per month on any unpaid overdue balance thereafter. The Answering Service shall have the right to apply the deposit to any unpaid balances, but the Client shall remain responsible for payment of any amounts in excess of the deposit, plus late charges on such amounts.

Reports and Statistical Information:
The Answering Service may be requested by the Client from time to time to furnish reports or statistical information to the Client regarding aspects of the TA Services being performed. The cost to prepare and furnish such reports and statistical information is not included within the amount specified above as charges for the TA Services. Therefore, the Answering Service will advise the Client of the cost to be charged for the reports and statistical information and obtain the consent of the Client before preparing and providing same to the Client. The Answering Service does not make any guarantees, warranties or representations as to the accuracy of the reports and statistical information so provided.

Illegal Use:
The Client represents and warrants that the TA Services will not be used for any illegal purpose. If the Answering Service becomes aware that the TA Services are being used for any illegal purpose, the Answering Service shall have the right to suspend or terminate all TA Services IMMEDIATELY, without any prior written or oral notice to the Client. The Client shall be responsible for payment of all TA Services up to the time of suspension or termination and the Answering Service shall have the right to apply the deposit to any unpaid balances.

Confidentiality:
The Answering Service shall treat all messages as confidential and shall not intentionally disclose any messages to any unauthorized person or organization. However, the Answering Service shall not be responsible for any inadvertent disclosure and shall have the right to cooperate with all law enforcement agencies or organizations and may disclose to them whatever information is requested pursuant to the performance of their official duties, without prior notice to the Client of such requests.

Limitation of Liability:
The Answering Service shall not be liable for any acts, errors, or omissions by it or its employees or agents, except for conduct which is adjudicated to be grossly negligent or intentional. The Answering Service’s entire liability to the Client as to damages for, based upon, or in connection with, either directly or indirectly, TA Services provided or which should have been provided by the Answering Service to or on behalf of the Client shall not exceed the fees and costs payable by the client to the Answering Service for the payment period in which the conduct giving rise to the claim took place. Notwithstanding the above, in no event shall the Answering Service or its employees or agents be liable to the Client for (a) any incidental or consequential damages, including, but not limited to, any lost profits or revenues arising either directly or indirectly from the performance, or failure to perform, any TA Services; (b) any punitive, exemplary, or multiplied damages; (c) any damages for, based upon, or arising out of any natural disasters, weather conditions, civil disturbances, material shortages, electronic or mechanical failures, or problems with or the interruption of telephone service, internet service or electrical power.

Indemnification:
The Client agrees to defend, indemnify and hold the Answering Service and its employees and agents harmless as against any and all liabilities, losses, damages, injuries, claims, suits, judgments, settlements, awards, costs, charges and expenses, including but not limited to any fees, costs, charges and expenses incurred by the Answering Service for investigation, defense and resolution, for, based upon, or arising out of the performance or failure to perform any TA Services under or pursuant to this Agreement.

Ownership and Property Rights:
All technologies, software, hardware, operating applications, procedures, scripts, telephone numbers, or other materials of any nature or type prepared, furnished, or utilized by the Answering Service, other than those items furnished by the Client to the Answering Service, shall be considered the sole and exclusive property of the Answering Service and shall be retained by the Answering Service upon the termination of this Agreement.

Assignment:
This Agreement is binding on the parties hereto and their respective successors and assigns. The Client may not assign its rights, duties, or obligations under this Agreement without the written consent of the Answering Service. Notices: Any notices required to be given by the terms of this Agreement shall be sent by First Class U.S. Mail at the address set forth above in this Agreement. Alternatively, notice can be given by fax or e-mail, if the party to whom notice is being given has previously provided such fax number or e-mail address to the other party.

Severability:
No term or provision of this Agreement that is determined by a court of Competent Jurisdiction to be invalid or unenforceable shall affect the validity or enforceability of the remaining terms and provisions of this Agreement. Any term found to be invalid or unenforceable shall be deemed as severable from the remainder of the Agreement.

Independent Contractor:
Nothing contained in this Agreement shall be construed or interpreted by the parties hereto, or by any third party, as creating a relationship of principal and agent, partnership, joint venture, or any other relationship between the Answering Service and the Client, other than that of independent contractors contracting for the provision and acceptance of Services. Each party will be responsible for hiring, supervising and compensating its own employees and for providing benefits to and withholding taxes for such employees.

Governing Law:
This Agreement shall be deemed to have been executed in the State of California and shall be interpreted, construed and enforced in accordance with and governed by the laws of the State of California.

Entire Agreement:
This Agreement represents the entire agreement of the parties to this Agreement and supercedes all negotiations, representations, prior discussions or preliminary agreements between the parties. No statements, warranties, or representations of any kind that are not contained in this Agreement shall in any way bind the parties. This Agreement can only be changed or modified by a writing signed by all of the parties to this Agreement.