DIGITAL PHONE AGREEMENT

This Subscription Agreement constitutes the agreement (“Agreement”) between TEL-STAR Cablevision Inc. (“we,” “us” or “TEL-STAR”) and the user (“you,” “user” or “Customer”) of TEL-STAR’s residential and small business communications services and any related products or services (“Service”). This Agreement governs both the Service and any devices, such as a Multimedia Terminal Adapter, Analog Telephone Adapter or any other IP connection device (“Device” or “Equipment”), used in conjunction with the Service and it applies to all lines on each TEL-STAR account. This Agreement shall be effective as of the date it is signed by TEL-STAR (the “Effective Date”).

BY ACTIVATING OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. EMERGENCY SERVICES — 911 DIALING

1.1 911 Dialing. All of our customers have access to either basic 911 or Enhanced 911 (“E911”) service, depending on the capabilities of local emergency calling centers. With E911, when you dial 911, your telephone number and registered address are simultaneously sent to the local emergency center, so that the emergency operators have access to the information they need to send help and call you back if necessary. Customers in locations where the emergency center is not equipped to receive your telephone number and address have basic 911. With basic 911, the local emergency operator answering the call will not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak.

You authorize us to disclose your name and address to third-parties involved with providing 911 Dialing to you, including, without limitation, call routers, call centers and local emergency centers.

1.2 Notify All Users. You should inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service of the important differences and limitations of the 911 Dialing service as compared with traditional 911 service.

1.3 Power Failure. The Service, including 911 Dialing, requires electrical power to function. In the event of power failure or disruption, the Service, including 911 Dialing, may not function. Power failure or disruption may impact the Service and your ability to make any calls, including 911 calls.

1.4 Service Outages — Power/Broadband.

(a) Power Outages. In the event of a power outage, your Service, including the ability to place a 911 Dialing call, may be interrupted or unavailable. Power disruptions or outages affecting Service include power outages in your area or disruptions to the power supply to your Device.

(b) Broadband Outages. If there is an outage or disruption of your broadband or ISP service for any reason, your Service, including the ability to place a 911 Dialing call, will be unavailable. Outages or disconnections of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning.

(c) Service Outage Due to Disconnection of Your TEL-STAR Account. Service outages due to disconnection of your account will prevent all Service, including 911 Dialing, from functioning.

(d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or otherwise resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge that TEL-STAR is not responsible for such blocking or impediment of the ports or other actions taken by your ISP or broadband provider.

1.5 Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. SUCH OUTAGES MAY OCCUR FOR A VARIETY OF REASONS, INCLUDING, BUT NOT LIMITED TO, THOSE REASONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.

1.6 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks.

1.7 Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither TEL-STAR nor its officers, directors, employees, affiliates or agents may be held liable for any claim, damage or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service.

2. DEVICE/SERVICE USAGE

2.1 Use of the Device. The Device is and shall remain at all times the property of TEL-STAR. You agree to use the Device only with our Service, and only for the purpose for which it was intended. You will not relocate the Device without our prior written consent and you agree not to allow any other person to use your Device. You will use the Service and Device only in accordance with any documentation we provide to you. You will keep the Device free of any liens, claims or encumbrances and will not use the Device as collateral for any loan or other arrangement. You agree to take reasonable care of the Device and to use it only in safe and appropriate conditions, including in accordance with all safety instructions.

2.2 Term. The initial term of this Agreement begins on the date that we activate your Service and ends on the day before the same date in the following month. Subsequent terms of this Agreement automatically renew on a monthly basis unless you give us written notice of non-renewal at least ten (10) days before the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms, meaning that if you attempt to disconnect Service prior to the end of a monthly term, you will be responsible for the full month’s charges to the end of the then-current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will immediately become due and payable. You will also be responsible for the next full month’s charges in the event that you do not provide the requisite ten-day notice of disconnection prior to the expiration of the then-current term. Expiration of the term or disconnection of Service will not excuse you from paying all accrued and unpaid charges due under this Agreement.

2.3 Prohibited Uses.

(a) Unlawful. You shall use the Service and the Device only for lawful purposes. We reserve the right to immediately disconnect your Service without notice, if, in our sole and absolute discretion, we determine that you have used the Service or the Device for an unlawful purpose. In the event of such disconnection, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service. If we believe that you have used the Service or the Device for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, TEL-STAR will provide information in response to law enforcement requests, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others. Furthermore, TEL-STAR reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.

2.4 Copyright; Trademark; Unauthorized Usage of Device; Firmware or Software.

(a) Copyright; Trademark. The Service and Device and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Device, and all content provided by TEL-STAR as part of the Service is protected by copyright, trademark and other intellectual property rights. You may not use such firmware, software or content other than in connection with your authorized use of the Service and Device. We will not provide any passwords, codes or other information or assistance that would enable you to use the Device for any other purpose. We reserve the right to prohibit the use of any interface device that we have not provided to you. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface device that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.

2.5 Tampering with the Device or Service. You shall not change the electronic serial number or equipment identifier of the Device or perform a factory reset of the Device without our prior written consent. We reserve the right to disconnect your Service if we believe that you have tampered with the Device. In such case, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable.

2.6 Theft; Fraudulent Use. You must notify us immediately, in writing or by calling our customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. When you contact us, you must provide your account number and a description of the circumstances of the Device theft, fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the disconnection of your Service and additional charges to you. Until such time as we receive notice of the theft, fraudulent use or unauthorized use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen, fraudulent or unauthorized use of the Service. TEL-STAR reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.

2.7 Return of Device. Customers may return the Device to us if 1) you cancel services and 2) you return the Device to us with a valid return authorization number within fourteen (14) days of the date you disconnected Service. TEL-STAR will also waive our $19.95 disconnection fee subject to the following: Service is disconnected within the first thirty (30) days following the activation of the Service, activation fees are non-refundable, and the Device is returned undamaged.

2.8 Incompatibility with Other Services. The Service may not be compatible with all communications services, including but not limited to DSL service, certain home security or alarm systems, certain medical monitoring devices, certain fax machines, satellite TV systems, TiVo, and there may be other services with which the Service may be determined to be incompatible. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the Service with any particular broadband service.

3. CHARGES; PAYMENTS; TAXES; DISCONNECTION

3.1 Billing. We will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which we decide to bill in arrears), including but not limited to: activation fees; monthly Service fees; usage charges; international usage charges; advanced feature charges; advanced features/add-ons; universal service fund; 911 fees; federal, state and/or local taxes; disconnection fees; and shipping and handling charges.

The amount of such fees and charges shall be published on our website and may change from time to time. TEL-STAR may introduce new products and services at special introductory pricing. Introductory pricing may change at TEL-STAR’s discretion. Notification of monthly invoices will be sent to you via your email address on file with us. Any usage charges will be billed in increments that are rounded up to the nearest minute unless otherwise set forth in the rate schedules found on our website.

The above fees are defined as follows:

Activation Fee — This fee covers charges for setting up your account and activating you on our system.

Monthly Service Fee — This is the basic charge associated with your service. This fee includes the calling charges defined by your plan, the features associated with your plan and basic account services.

Usage Charges — If you exceed the number of calling minutes on your plan, TEL-STAR will bill you for the minutes used in excess of your plan at the rates specified in the rate schedule for your plan.

International Usage Charges — Any international calls you make will be billed at the rates specified in our international rate schedule.

Advanced Features/Add-ons — These charges are for additional features or add-ons that you have requested in connection with your account.

Universal Service Fund — This is a government-mandated fee that helps to subsidize the cost of communications service to low-income consumers and those in rural areas.

911 Fees — This is a government-mandated fee that helps to subsidize the cost of 911 services.

3.2 Taxes/Surcharges. You are responsible for, and shall pay, any applicable federal, state or local sales, use, excise, gross receipts, municipal, franchise or other taxes or fees imposed on, or with respect to, the Service. We may collect such taxes and fees to the extent we determine we are obligated to do so and remit them to the appropriate governmental authorities.

3.3 Nonpayment; Collection; Notices.

(a) Late Fee. If we do not receive payment by the due date, a late fee of 1.5% of the unpaid balance will apply.

(b) Collection. If your Service is disconnected, you will remain fully liable to us for all charges pursuant to this Agreement and any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney’s fees.

3.4 Disconnection; Discontinuance of Service. We reserve the right to suspend or discontinue the Service generally, or to disconnect your Service, at any time in our sole and absolute discretion. If we discontinue the Service generally, or disconnect your Service without a stated reason, you will only be responsible for charges accrued through the date of disconnection, including a pro-rated portion of the final month’s charges. If your Service is disconnected on account of your breach of any provision of this Agreement, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service.

4. WARRANTIES; LIMITATIONS; INDEMNIFICATION; MISCELLANEOUS

4.1 Limitation of Liability. THE LIMITATION OF LIABILITY DESCRIBED HEREIN REFLECTS A REASONABLE AND FAIR ALLOCATION OF RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

4.2 Limitation of Damages. IN NO EVENT WILL TEL-STAR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

4.3 Indemnification and Survival.

(a) Indemnification. You shall defend, indemnify, and hold harmless TEL-STAR, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party or user of the Service, relating to the Services, including, without limitation, 911 Dialing, or the Device.

(b) Survival. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.

4.4 No Warranties on Service. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

4.5 No Warranties on Device. THE DEVICE IS PROVIDED “AS IS”. BY ACTIVATING OR USING THE SERVICE WITH YOUR DEVICE, YOU ARE ACCEPTING THE DEVICE “AS IS”. YOUR DEVICE IS NOT ELIGIBLE FOR REPLACEMENT, REPAIR OR REFUND AFTER THE MONEY BACK GUARANTEE PERIOD.

4.6 No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

4.7 Content. You will be liable for any and all liability that may arise out of the content transmitted by you or to any person, whether authorized or unauthorized, using your Service or Device (each such person, a “User”). You shall assure that your and your User’s use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to disconnect or suspend your Services and remove your or your Users’ content from the Service, if we determine, in our sole and absolute discretion, that such use or content is harmful to us or is otherwise in violation of this Agreement.