AstraGate Telephone Service
Terms and Agreement

Personal/Business Customers
Effective Date: July 6, 2000

AstraGate, Inc. (AstraGate, Inc. or ASTRAGATE) agrees to provide you (Customer) with access to and use of its Voice-Over-IP telephony service (Service), defined below in Section 1, subject to your compliance with the terms of this agreement (Agreement). This Service is available only to a limited number of customers located in the State of California.  This Service is limited to telephone calls originated and terminating within the State of California until July 30, 2000 (this date may be changed at anytime) at which time this service is limited to telephone calls originating in the state of California and terminating within the United States of America (not including Hawaii and Alaska).   ASTRAGATE expressly advises you that this Service is being offered for test and proof of concept purposes and therefore is subject to various restrictions and limitations as contained herein.

1. Definition of Service

1. The Service provided includes: access to the ASTRAGATE state backbone network; access to ASTRAGATE's local telephony points-of-presence; the carrying of transit voice/data traffic across the ASTRAGATE backbone; and routing of voice/data calls over the ASTRAGATE backbone, the public switched telephone network, and/or other public or private networks as necessary.
2. ASTRAGATE reserves the sole right to determine the methods of access and the optimum routing for calls across the ASTRAGATE backbone or across other networks.
3. The Service will be made available on a best-efforts basis, but ASTRAGATE makes no guarantees or warranties, express or implied, as to the availability or quality of the Service itself or any specific feature of the Service.
4. The Service has other terms and conditions described below. Please make sure that you are familiar with all terms and conditions before using the Service.

2. Registration Requirements

1. By accepting the terms of this Agreement, Customer represents that he/she is not a minor and is of legal age to sign a binding contract for the Service. Minors who use the Service are assumed to have parental or guardian consent to do so.
2. You agree to provide ASTRAGATE with accurate and complete billing information, including but not limited to your legal name and surname, home address or company address, and telephone number. Any changes to this information must be provided to ASTRAGATE within 30 days of the change.
3. By accepting this Agreement, you agree that you are responsible for all charges posted to your account until you cancel the account in accordance with the terms of Section 8.6 below.

3. Fees

1. Setup fees are nonrefundable.
2. ASTRAGATE does not issue pro rata refunds for any fees paid in advance.
3. Current rates for the Service are available at the AstraGate, Inc. World Wide Web site at http://www.AstraGate.net. Current rates can also be obtained by sending postal mail to ASTRAGATE at the address listed below. Please note that rates are subject to change without notice.
4. Payments for all charges are due within 30 days of the date on which the charges are incurred. If your account becomes delinquent, ASTRAGATE reserves the right to suspend or cancel your account at its sole discretion.
5. A service charge, up to the maximum allowed by the state in which you reside, will be assessed to your account if your check, bank draft or credit card is dishonored by your financial institution for insufficient funds.
6. Interest charges (1% per month, or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance which is more than 30 days old or a $30 late fee per incident; whichever fee is greater.
7. You agree to pay all sales and use taxes, duties, or levies which are required by law as well as any and all attorney and collection fees arising from efforts to collect any unpaid balance on your account.

4. Use of Service

1. You and any members of your household  or orgaization are the only individuals who are authorized to access the Service through your ASTRAGATE account. You are responsible for ensuring that all authorized users of your account comply with this Agreement. Also, you are responsible for maintaining the confidentiality of any passwords or access codes required for use of the Service by you or members of your household.
2. You are responsible for all charges assessed as a result of use of your account. However, ASTRAGATE will not hold you responsible for charges attributable to an unauthorized user's access to your account without your permission, provided that:
1. You notify ASTRAGATE within 24 hours of the discovery of any such unauthorized use;
2. The unauthorized use is not attributable to the failure of any authorized user to exercise reasonable caution to maintain the confidentiality of the password or access code for the account;
3. You cooperate fully with ASTRAGATE in investigating the unauthorized access of your account, including but not limited to: the immediate changing of any passwords or access codes for the account; a telephone interview with ASTRAGATE security personnel; a review of recent activity in your account; and/or the possibility of limited monitoring of your account for a reasonable period of time.
3. You will not use the Service or permit others to use the Service through your account in any way that: violates any local, state or federal law or regulation; subjects ASTRAGATE, its subsidiaries, clients, or customers to criminal or civil liability; or contravenes this Agreement.
4. ASTRAGATE has no obligation to monitor the Service but may do so and may disclose information regarding your use of the Service to: satisfy lawful governmental requests; operate, maintain or improve the Service; or protect ASTRAGATE, its subsidiaries, clients and customers against criminal and civil liability. ASTRAGATE will NOT disclose member information to outside persons or entities, unless the information can be disclosed in an aggregate, non-individually-identifying format.

5. Test Market Restrictions on Service

1. As of the date of this Agreement, the ASTRAGATE VOIP Service is currently still in a testing phase. The Service should be considered at a proof of concept level, and as such, significant restrictions or limitations may exist on the Service or on certain features or areas of the Service.
2. You as the customer explicitly acknowledge and understand these restrictions, and agree to attempt to resolve with ASTRAGATE any problems with these restrictions in good faith to the extent possible.
3. You explicitly acknowledge that the ASTRAGATE VOIP Service is not intended to, and will not, replace any existing telecommunications facility or carrier to whom you may currently subscribe.
4. In particular, certain aspects of telephone service that may work normally on the public switched telephone network (PSTN) may have problems on the ASTRAGATE VOIP network. Certain features of the PSTN may not exist or work properly on the ASTRAGATE VOIP network. In particular, as the Customer you may experience problems such as:
1. Dropped telephone calls;
2. Inability to complete telephone calls;
3. Inability to access the ASTRAGATE VOIP network during times of peak usage;
4. Higher charges or rates for certain telephone calls;
5. Lower quality of sound;
6. Delay or lag in calls;
7. Other problems that may arise from time to time;
8. Inability to access the Service due to maintenance or improvement operations.
5. YOU EXPLICITLY ACKNOWLEDGE THE POSSIBILITY OF PROBLEMS AS MENTIONED ABOVE. YOU FURTHER AGREE THAT THE SERVICE IS DELIVERED AS-IS AND AS-AVAILABLE, AND THAT YOU ARE NOT ENTITLED TO ANY REFUND OR SERVICE CREDIT BECAUSE OF THE PROBLEMS MENTIONED ABOVE. NO EMPLOYEE OF ASTRAGATE OR ITS SUBSIDIARES HAS ANY AUTHORIZATION TO PROVIDE SUCH A REFUND OR CREDIT, NOR TO PROVIDE ANY GUARANTEES OR WARRANTIES BEYOND THOSE CONTAINED HEREIN.
6. ASTRAGATE SHALL NOT BE LIABLE FOR ANY COSTS, DAMAGES, LOST WAGES OR LOST PROFITS ARISING, DIRECTLY OR INDIRECTLY, OR OTHER INCIDENTAL, DIRECT, CONSEQUENTIAL OR OTHER DAMAGES, FROM USE OR INABILITY TO USE THE SERVICE. YOU ASSUME AND ACKNOWLEDGE FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE.

6. No Warranty

1. THE SERVICE IS BEING PROVIDED BY ASTRAGATE FOR TEST AND PROOF OF CONCEPT PURPOSES AND IS OFFERED ON AN AS-IS BASIS. ASTRAGATE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. SHOULD THE SERVICE PROVE DEFECTIVE, INSUFFICIENT OR INAPPROPRIATE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION NECESSARY TO DISCONTINUE THE USE OF THE SERVICE.
3. IN NO EVENT, AND UNDER NO LEGAL THEORY, CONTRACT, TORT, OR OTHERWISE, SHALL ASTRAGATE OR ITS SUBSIDIARIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF PROFITS, WAGES OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Indemnity and Right of Refusal

1. You agree to defend, indemnify and hold harmless ASTRAGATE from any and all liabilities, costs, and expenses, including reasonable attorneys' fees, related to or arising from: any violation of this Agreement by you or those who access the Service through your account; and the use of the Service by you or by those who have access to your account in a manner contrary to any law or regulation.
2. ASTRAGATE reserves the right to decline or refuse service to any potential customer for any reason, subject to applicable law. Further, ASTRAGATE reserves the right to terminate any account without cause subject to the provisions of this Agreement.

8. Term of Agreement

1. This Agreement is effective immediately upon your acceptance of its terms. Acceptance of terms is indicated by establishment of your account and/or use of the Service. Your continued use of the Service constitutes your ongoing and continuous acceptance of the Agreement.
2. ASTRAGATE MAY TERMINATE THIS AGREEMENT:
1. AT ANY TIME, WITHOUT CAUSE, UPON 30 DAYS NOTICE;
2. Immediately, if you, or any person who has access to your account, commit a material breach of this Agreement, including but not limited to failure to pay any charges within 60 days of the date they accrue.
3. Upon termination of this Agreement all rights granted to you and your authorized users under this Agreement shall immediately cease and terminate.
4. Termination of this Agreement does not release you from the obligation to pay any and all accrued charges under this Agreement.
5. ASTRAGATE's right to enforce certain provisions contained herein shall survive the termination of the Agreement.
6. TERMINATION OF THIS AGREEMENT BY YOU: You may terminate your account and this Agreement by the following methods:
1. The ASTRAGATE World Wide Web site at http://www.AstraGate.net;
2. US mail, return receipt requested, addressed to:
   AstraGate, Inc.
   890 Washington Street
   Santa Clara, CA 95050

1. Email billing@AstraGate.net
2. Faxing AstraGate, Inc..
1. ASTRAGATE may terminate this agreement by the following methods:
1. Electronic mail (email) address to the email address associated with your account (if available);
2. US Mail or courier service to the address on file for your account.

9. Miscellaneous

1. This Agreement shall be governed by the laws of the State of California.
2. In the event any provisions of this Agreement are found to be in violation of local, state or federal law, you must still abide by the provisions of the Agreement that are not in violation of such law.
3. You explicitly consent and agree to the jurisdiction of the state courts having jurisdiction for Santa Clara, California with respect to all disputes arising out of this Agreement, your use of the Service, or otherwise, between you and ASTRAGATE.
4. Any cause of action you may have with respect to the Service must be commenced with one year after the claim or cause of action arises.
5. Any judicial proceeding affecting in any way the contract for services between you and ASTRAGATE or your use of the Services contracted, shall be brought and litigated solely in the state court system of the State of California, if at all. In such event, you acknowledge the right of the specified court to assert jurisdiction in any such action over you, and you explicitly waive and release any defense to that assertion of jurisdiction.
6. Neither this agreement nor any of your rights or obligations arising hereunder shall be transferable by you to any third party without ASTRAGATE's prior written consent.
7. ASTRAGATE reserves the right to alter, amend or modify this Agreement at any time.
8. Under California Civil Code Section 1789.3, you are entitled to the following consumer rights information: The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at +1 (916) 445-1254.

Telephone/Voice-Over-IP Terms of Service