“NORTHWEST TELEPHONE ANSWERING SERVICE” shall mean and include service provider, NORTHWEST TELEPHONE ANSWERING SERVICE of Florida LLC., its agents, other company divisions, officers, directors and employees. “CLIENT” shall mean and include “Accommodation”, “Customer”, “Buyer”, “Subscriber”, its employees, agents, officers, directors and their users of Northwest Telephone Answering Service’s services. “Records” shall mean any data, documents, lists, messages or orders taken by or handles by Northwest Telephone Answering Service for the Client.

As applies, the Client agrees to remit service charges as per Northwest Telephone Answering Service’s invoice, normally monthly, in advance, or at the inception or completion of a project as specified in Northwest Telephone Answering Service’s Proposal or Service Establishment Letter, or may elect to pay these charges quarterly, in advance.

Invoices are due and payable when rendered. If the invoice is not paid within 30 days, the Client’s account shall be considered to be in arrears. A late charge of $5.00 or 19% annual interest on the unpaid balance from the invoice date, whichever is greater, may be posted to the Client’s account and, in addition, Northwest Telephone Answering Service may terminate services without notice. Northwest Telephone Answering Service may withhold Records from any Client who is in arrears in the payment of his account.

If Northwest Telephone Answering Service commences collections proceedings and/or legal action to obtain payment of the Client’s account, the Client agrees to pay reasonable attorney’s fees, all cost of collection, court costs and 18% interest on the unpaid balance from the invoice date until the account is resolved (whether or no such interest is ever posted to any invoice.) In addition, the Client hereby grants Northwest Telephone Answering Service the right to charge the Client’s credit card, if on file at Northwest Telephone Answering Service, all amounts due, including, but not limited to, service charges, interest, bad check costs and charges for lost and/or damaged equipment.

Any and all liability of Northwest Telephone Answering Service shall be limited to Northwest Telephone Answering Service’s periodic/standard price charged for the particular service in question. Northwest Telephone Answering Service receives dispatches and/or transmits Records as the Client’s agent exercising no more than ordinary care. Northwest Telephone Answering Service is not liable for incidental, consequential or special damages. The Client agrees to indemnify and release Northwest Telephone Answering Service from all liability for the contents of the Client’s messages or Records. Northwest Telephone Answering Service makes no warranty whether oral, written, expressed, implied or statutory including any warranties of fitness of any of the various services for a particular purpose. All “hold harmless” and “indemnification” clauses appearing on the Client’s purchase order and on the Client’s other writings shall be void as applied against Northwest Telephone Answering Service.

At the end of the 30 day period in which an invoice has been rendered, expect for questions and errors or cancellations and no shows of which the Client has notified Northwest Telephone Answering Service in writing during the 30 days, the Client agrees to accept all charges shown thereon as correct. The Client is always obligated to pay for all parts of the Client’s invoice that are not in question. Non-use of a subscribed service does not constitute a basis for a credit. The Client is responsible for insuring that the Client’s account information with Northwest Telephone Answering Service is correct. Changes in account information must be in writing. The Client’s cancellation of any of Northwest Telephone Answering Service’s services must be in writing and received by Northwest Telephone Answering Service in advance of the cancellation date. Notwithstanding the foregoing, Northwest Telephone Answering Service shall have the right at any time, for its own convenience or for any other reason, to discontinue service.

Northwest Telephone Answering Service shall treat all Records as confidential with the exception that it shall cooperate with all law enforcement agencies in disclosing any and all information they shall require about said Records in performance of the legal duties.

Northwest Telephone Answering Service shall not be obligated to hold the Client’s Records longer than the time parameters established in Northwest Telephone Answering Service’s Proposal or Service Establishment Letter or 30 days. The Client assumes the risk of service interruptions, equipment breakdowns, delays, errors and defects in transmission or failure to transmit and risk of loss and/or damage to messages. Northwest Telephone Answering Service shall not be liable for such risks. In addition, while Northwest Telephone Answering Service will make reasonable efforts to maintain reliable and continuous service, there will be some scheduled and nonscheduled downtime, usually for maintenance reasons. Northwest Telephone Answering Service will not be liable for any claimed damages from such downtime.

Any and all telephone numbers and equipment supplied by Northwest Telephone Answering Service for the Client’s use shall remain the property of Northwest Telephone Answering Service, including, but not limited to, Toll Free numbers, unless there is a written agreement otherwise. All equipment provided by Northwest Telephone Answering Service as part of its service must be retuned immediately upon termination of service.

Thirty days after the termination of Northwest Telephone Answering Service’s service Client gives Northwest Telephone Answering Service the permission, authority and direction to dispose of all of the Client’s unclaimed personal property with Northwest Telephone Answering Service, both tangible and intangible, as Northwest Telephone Answering Service may decide, including retaining any of said property for its own account.

Northwest Telephone Answering Service shall normally, unless otherwise specified in Northwest Telephone Answering Service’s Proposal or Service Establishment Letter, provide service to handle on call at a time per Client. If Northwest Telephone Answering Service receives such heavy call telephone traffic on the Client’s assigned number(s) that the access to Northwest Telephone Answering Service’s services by other Phase users become impaired, Northwest Telephone Answering Service may restrict, suspend or even terminate the Client’s services without notice.

The Client agrees that these terms and conditions shall apply retroactively to the time the Client first used any Northwest Telephone Answering Service service.

Prior or subsequent writings, waivers, notices and oral agreements between the Client and Northwest Telephone Answering Service shall not operate to change or void these provisions, even if they say or could be construed otherwise, unless in writing, signed by a duly authorized Northwest Telephone Answering Service officer. Employees of Northwest Telephone Answering Service have no authority to bind Northwest Telephone Answering Service or execute such writings. Without limiting the foregoing, notations on checks and other payments shall have no legal force and effect. Any conflict between these terms and conditions and any other writing shall be resolved in favor of the terms and conditions herein set forth. Waiver of any of these terms and conditions by Northwest Telephone Answering Service in any one or more instances or occasions shall not operate or be construed as a waiver of any subsequent instance or occasion. Further, in the event any word, phrase, sentence, paragraph, provision or sub part of this agreement is unenforceable or void as a matter of law, this shall not affect the other provisions herein stated. The laws of the State of Florida shall govern the force and effect of these terms and conditions.

The Client’s acceptance and/or continued acceptance, as the case may be, of any Northwest Telephone Answering Service service shall constitute acceptance of the above terms and conditions as well as complete waiver of anything to the contrary.

Venue for any disputes shall be in the Circuit Court, Miami-Dade County, Florida. Florida law shall apply. The prevailing party shall be entitled to reasonable legal fees/costs through appeals.