CUSTOMER SERVICE AGREEMENT FOR IDEALTEL PHONE SERVICE

This Customer Service Agreement (the "Agreement") governs all the terms and conditions associated with your use of the services offered by or through IdealTel, Inc. ("IdealTel"). You agree to use IdealTel's service in a lawful manner which is consistent with the terms and conditions of this Agreement and all applicable federal, state and local laws and/or regulations. Notwithstanding the provisions below, IdealTel reserves the right to immediately, and without notice, terminate, or otherwise discontinue, your Account and PIN in the event it determines that you have violated any such term, condition, law and/or regulation.

Online Acceptance

Since signing up for IdealTel is an online transaction, it is understood between IdealTel and the Customer that the customer's online acceptance of IdealTel's Terms of Use will carry the same legal authorization as if the customer is providing a handwritten signature of acceptance.

TERMS AND CONDITIONS

1. Services Provided . IdealTel offers the ability to make local, domestic long distance and international telephone calls using local or toll free access numbers available on its Website www.IdealTel.com (the "Website"), entering an optional Personal Identification Number ("PIN") provided to you by IdealTel and dialing the called party. These services are provided on a pre-paid basis only and do not require you to change your current telephone service provider(s) in order to use the services. A complete list of IdealTel services can be found on the Website. IdealTel is not responsible for reimbursements for calls made with another service while IdealTel is temporarily unavailable.

2. Opening an Account . In order to become a IdealTel customer, you must complete in full an application form on the Website, provide a valid credit card number and select a non-refundable, preset dollar value of service you wish to purchase. As part of the application, you will provide IdealTel with a unique Username and a unique Password. IdealTel will then send you an electronic notification (in the form of an e-mail message) which confirms that you have become a IdealTel customer and the value of service you purchased for your IdealTel account (your "Account"). If requested, the electronic notification will also provide you with a unique 10-digit personal identification number ("PIN"), which you must use when using IdealTel's services.

3. Access Numbers . To access IdealTel's telephone services, you must dial either a toll free (e.g., 888- 298-0473) number or, where available, a local access number (provided on the Website. Before you use any local access number, check with your local telephone service provider to ensure that no toll charges are associated with calls to that local access number. IdealTel will not reimburse the customer for any extra charges assessed by your local phone company as a result of dialing one of IdealTel's access numbers.

4. Rates & Billing . IdealTel's rates are listed on its Website and are incorporated by reference herein. You are responsible for checking all applicable rates/promotions before making any call using IdealTel's services. Please note that the rates for calls to certain numbers (e.g., mobile/special service numbers) can be higher than rates for calls to other numbers within the same country. Subject to the provisions of Paragraph No. 11 below, IdealTel reserves the right, at its sole discretion, to modify those rates at any time and/or to offer special promotions. Rates are based on country code and city code, not country name. IdealTel.com's rate structure is clearly outlined in the RATES section of the IdealTel.com homepage, located at http://www.IdealTel.com . While IdealTel.com endeavors to maintain rates that are competitive in the market, IdealTel.com does not guarantee that its rates will change in any predictable fashion. In addition, though it is not the intent of IdealTel.com to raise its rates at any point in the future, should market conditions or factors outside of IdealTel.com's control cause its costs or wholesale rates to some or all destinations to go up, IdealTel.com reserves the right to adjust its rates accordingly. IdealTel reserves the right, at its sole discretion, to modify its rates. If you chose to terminate your Account as a result of changes in price, you must notify IdealTel by e-mail no later than the last day of the notice period of your decision to terminate. IdealTel is not obligated to credit back any unused balance in your Account so IdealTel strongly suggests that the customer use up the remaining balance before terminating the Account. Charges for telephone calls are measured in whole minutes. All calls which are fractions of a minute are rounded up to the next whole minute (e.g., a call which lasts twenty five (25) seconds will be charged for one minute). Timing on calls begins when the call is answered by the called party. Timing terminates on calls when the calling party hangs up or IdealTel's network receives an "on -hook" signal from the terminating carrier. IdealTel will not, and is not obligated to, provide refunds for any calls made using its service. IdealTel does not send any invoices to its customers. Instead, you have confidential access to your billing information - for the current month and the prior three months only - on the Website under "My Account" 24 hours a day/ 7 days a week. (For example, if you review your billing information in May, you would be able to see your charges for May as well as the preceding April, March, and February. However, you would not have access to your January charges.) The customer is responsible for printing out their monthly statements, and IdealTel will not provide monthly billings beyond what is available online.

5. Payment Credit & Re-use . IDEALTEL'S SERVICES ARE PROVIDED ON A PREPAID BASIS ONLY. As you use IdealTel's services, your Account will be debited accordingly. No phone services will be provided if your Account does not have a sufficient balance to cover the cost of the service. IdealTel may refuse to provide service if your credit is not deemed satisfactory which determination shall be made at IdealTel's sole discretion. For all charges above $20, first-time customers will be required to fax in a copy of their credit card, front and back, as well as their driver's license, or other valid form of picture ID (see "over the limit form" [MAY WANT A LINK HERE] . In the event you want to use services in an amount which exceeds the remaining balance in your Account, you may access the Website and recharge (or supplement) your Account by purchasing additional service in non-refundable, preset dollar values. IdealTel will send you an electronic confirmation of any such recharge.

6. Usernames/Passwords/Personal Identification Numbers . YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME, PASSWORD AND PIN AND YOU AGREE TO PAY FOR ALL SERVICES CHARGED TO YOUR ACCOUNT WHETHER OR NOT YOU HAVE AUTHORIZED SUCH USE. If you believe that your Account, Username, Password and/or PIN is being used in an unauthorized manner, you agree to contact IdealTel within one calendar day so that the appropriate modifications can be made to your Account . Please be aware that account information will be sent to the email address the customer used to sign up. Therefore, the customer should use a secure email address and IdealTel is not responsible for people (persons/individuals), other than the customer, that access that email account. Please note that you are responsible for any and all charges to your account and that IdealTel cannot be held responsible for fraudulent charges that result from theft or fraudulent use of your credit card or PIN.

7. Email Notification. The Customer is responsible for maintaining a current and operational email address and for reading email from IdealTel so that we can notify the Customer of updates to IdealTel's service and any customer account information.

8. Billing Disputes . You must notify IdealTel by e-mail of any disputed charges within thirty (30) days of the charge being posted to your Account. IdealTel will attempt to resolve all disputes within thirty (30) days of being notified of a dispute. To the extent IdealTel determines, at its sole discretion, that a billing adjustment is warranted, your Account will be credited accordingly. If you fail to notify IdealTel of a billing dispute as noted above, you will waive all rights to bring any claim regarding the dispute.

9. International Calls . Although the quality of international telephone calls has improved greatly in recent years, calls to certain countries outside the United States can be interrupted as a result of service/network issues in those countries. IdealTel will attempt to identify any such issues, with the cooperation of the customer. All necessary information must be provided including date, time, origination number and destination number. However, IDEALTEL WILL NOT REFUND ANY CHARGES FOR SUCH INTERRUPTED CALLS.

10. Wireless Calls . IdealTel is not responsible for additional charges that may incur on your account for using IdealTel on your wireless phone. 11. Ownership of Account . IdealTel will not make any adjustments to a customer's Account information nor send the username or password unless provided with the credit card number and other pertinent information.. If the customer cannot provide the necessary information, IdealTel will offer to close the existing Account, open a new one, and transfer the remaining balance to the new account.

12. Cancellation . You may discontinue service at any time upon notice (either electronic or written) to IdealTel. We will then shut down access to your account. You will not be entitled to any refund of the unused balance in your prepaid Account as of the date you discontinue service. IdealTel will only cancel Accounts for reasons of fraud or at IdealTel's discretion.

13. Expiration Policy . Your Account and your PIN will expire six (6) months from the date of sign up (or last recharge) on the Account. If you request an extension of the expiration period from IdealTel (either written or electronic) prior to the expiration of the six (6) month period, IdealTel may, at is sole discretion, attempt to provide you with an extension of the expiration date of your Account and your PIN. All extensions will be confirmed by IdealTel via e-mail. IdealTel is not obligated to provide you with such an extension nor is IdealTel obligated to refund any remaining balance left in your Account as of the date it expires.

14. Termination . IdealTel reserves the right, at its sole discretion and for any reason, to (a) terminate this Agreement and your access to its services, upon five (5) days electronic notice and/or (b) to refuse to allow you to recharge your Account. If fraud is suspected, IdealTel has the right to put an account immediately on hold until further investigation takes place.

15. Government Taxes : IdealTel reserves the right to pass through (on) any new government taxes, fees, onto the customers.

16. Agents : IdealTel does not authorize any Third Party agents or resellers to sell IdealTel services, electronically or through phone cards, unless specifically authorized by IdealTel. If contacted by an agent, the customer is asked to please contact IdealTel to confirm this. If that is not done, IdealTel cannot be held liable for any representation by a third party.

17. Access to Third-Party Vendors . IdealTel also offers it customers the ability to purchase various products and services from third-party vendors by accessing those third-party vendors directly through the Website via click throughs or hyperlinks. IdealTel is not responsible for the contents of any linked site, the products/services offered through those sites, any link to other sites contained in a linked site, or any changes or updates to such sites. IdealTel provides these links to you only as a convenience, and the inclusion of any link does not imply endorsement, guarantee or warranty (either expressed or implied) by IdealTel of the site or the products/services offered through that site.

18. Customer Service . IF YOU HAVE QUESTIONS, CONCERNS OR COMPLAINTS ABOUT YOUR SERVICE, YOU MAY CONTACT IDEALTEL'S CUSTOMER SERVICE DEPARTMENT 24 HOURS A DAY, 7 DAYS A WEEK BY E-MAIL AT INFO@IDEALTEL.COM , OR BY PHONE AT 800.____.______ MONDAY THROUGH FRIDAY FROM 9AM TO 5PM EASTERN TIME.

19. Consent to E-Mail Communications . By entering into this Agreement, you consent to the receipt of electronic mail ("e-mail") from IdealTel. In addition to sending you e-mail notifications as provided for above, IdealTel may also send you e-mails about services and products we believe may be of interest to you. You may opt-out of future e-mails about products or services by contacting us either by e-mail at unsubscribe@IdealTel.com or in writing. IdealTel reserves the right, however, to continue to e-mail you important information relating to your Account, this Agreement or other regulatory communications.

20. Indemnity . You agree to indemnify, defend and hold IdealTel, its officers, directors, employees, agents, shareholders, licensors, suppliers and any third party information providers to the Website, from and against all claims, actions, proceedings, expenses, damages and liabilities, including attorneys fees, which are the result of, or are in any way related to, your use of the WebSite, IdealTel's services, and/or your transactions/communications with third-party vendors initiated via the Website.

21. Limitation of Liability . IDEALTEL SHALL NOT BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN TRANSMITTING, RECEIVING, ORIGINATING, TERMINATING AND/OR DELIVERING TELEPHONE CALLS, REGARDLESS OF THE NATURE OF THE CLAIM. IDEALTEL WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, AND EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFIT OR REVENUES, EVEN IF IDEALTEL HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IDEALTEL IS NOT LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OR RELATED IN ANY WAY TO YOUR INABILITY TO ACCESS, OR YOUR DIFFICULTY IN ACCESSING, ITS SERVICE THROUGH TOLL OR LOCAL ACCESS NUMBERS. IDEALTEL IS NOT LIABLE FOR ANY TOLL CHARGES YOU MAY INCUR IN USING A LOCAL ACCESS NUMBER.

IDEALTEL SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO PRODUCTS, SERVICES AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTY VENDORS ACCESSED THROUGH THE WEBSITE OR BY ANY OTHER MEANS.

22. No Warranties . IDEALTEL DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH REGARD TO THE MERCHANTABILITY, TECHNICAL COMPATIBILITY OR FITNESS FOR A PARTICULAR PUPOSE WITH REGARD TO ANY SERVICE, PRODUCTS OR MATERIAL PROVIDED FOR PURSUANT TO THIS AGREEMENT.

23. Other . IdealTel shall not be liable for its failure to perform its obligations under this Agreement if such failure is the result of a force majeure, including but not limited to acts of God, fire, strikes, explosions, power failure, earthquake, flood, water, labor disputes, terrorism, failure of any satellite or other connecting telecommunications facilities, or any other matter beyond the reasonable control of IdealTel. All disputes, claims and/or controversies, including but not limited to billing disputes, matters of construction, interpretation and/or enforcement, arising out of or in any way connected to this Agreement shall be submitted by either party for final and binding resolution to a single arbitrator selected in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Miami, Florida. The award rendered by the arbitrator may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration and the attorneys' fees of the prevailing party shall be assessed against the party against whom the award is rendered. This Agreement may be modified or amended by IdealTel at any time. Unless otherwise provided, all such modifications or amendments shall be effective immediately upon posting on the Website under Terms and Conditions. Furthermore, customers will be asked to verify acceptance of these terms when they signup and recharge their account. YOUR CONTINUED USE OF YOUR ACCOUNT AFTER THE NOTICE PERIOD WILL BE CONCLUSIVELY DEEMED TO BE ACCEPTANCE OF ANY SUCH MODIFICATIONS.All corporate names, service marks, logos, slogans, trade names, trademarks, websites and domain names of IdealTel, including but not limited to "IdealTel" and "IdealTel.com" (collectively "Marks") are and shall remain the exclusive property of IdealTel and nothing in this Agreement shall grant you the license to use such Marks without the express written permission of IdealTel.

Assignment . IdealTel may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign your rights and duties under this Agreement without the express written permission of IdealTel.

Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provision will of this Agreement will continue in full force and effect. This Agreement, together with any written amendments or written modifications, will constitute the entire agreement between you and IdealTel with respect to the services provided hereunder and will supersede and replace all prior or contemporaneous understandings or agreements, written, electronic or oral, between you and IdealTel.

This Agreement, and all modifications/amendments thereto, shall be governed by the law of the State of Florida. Either party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. 24. Privacy Policy. To learn about how IdealTel protects your personal information, refer to IdealTel's Privacy Policy on the Website. IdealTel shall comply with all applicable federal, state and local laws and/or regulations regarding the provision of the services provided for under this Agreement.