Online Acceptance

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

TERMS AND CONDITIONS

Services Provided

UCallLD.com offers you, among other things, the ability to make local toll, domestic long distance and international telephone calls using home or business telephones by selecting UCallLD.com as your 1+ long distance provider on Website www.UCallLD.com (the "Website") in addition to entering a account Personal Identification Number ("PIN") provided to you by UCallLD.com and dialing the called party. These services are provided direct from the telephone (1+) or 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 UCallLD.com services can be found on the Website. UCallLD.com is not responsible for reimbursements for calls made with another service while UCallLD.com is temporarily unavailable.

Opening an Account

In order to become a UCallLD.com customer, you must complete in full an application form on the Website, provide a valid credit card. As part of the application, you will provide UCallLD.com with a unique Username and a unique Password. UCallLD.com will then send you an electronic notification (in the form of an e-mail message) which confirms that you have become a UCallLD.com customer and the value of service you purchased for your UCallLD.com account (your "Account"). The electronic notification will also provide you with a unique 14-digit personal identification number ("PIN"), username, and password, which you must use when using UCallLD.com services.

Credit References

UCallLD.com may refuse to provide service if your credit is not deemed satisfactory which determination shall be made at UCallLD.com's sole discretion.

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 UCallLD.com 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 UCallLD.com 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 UCallLD.com cannot be held responsible for fraudulent charges that result from theft or fraudulent use of your credit card or PIN.

Access Numbers

To access UCallLD.com's telephone services, you must dial either a toll free (e.g., 888-xxx-xxxx) number or, where available, a local access number (provided on the Website). After dialing an access number you must enter your PIN, and then the destination telephone number. 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. UCallLD.com will not reimburse the customer for any extra charges assessed by your local phone company as a result of dialing one of UCallLD.com's access numbers.

Payment

UCallLD.com'S SERVICES ARE billed on a credit card, billed to an address or prepaid ONLY. As you use UCallLD.com'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.

Recharging Account

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 (e.g., $10, $20, $50). (Delete values) UCallLD.com will send you an electronic confirmation of any such recharge.

Rates

UCallLD.com'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 UCallLD.com'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, UCallLD.com 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. UCallLD.com's rate structure is clearly outlined in the RATES section of the UCallLD.com homepage, located at www.UCallLD.com. While UCallLD.com endeavors to maintain rates that are competitive in the market, UCallLD.com does not guarantee that its rates will change in any predictable fashion. In addition, though it is not the intent of UCallLD.com to raise its rates at any point in the future, should market conditions or factors outside of UCallLD.com's control cause its costs or wholesale rates to some or all destinations to go up, UCallLD.com reserves the right to adjust its rates accordingly. Listed rates for plans do not include taxes, incremental charges and surcharges such as USF, PIF, payphone and Operator Assistance charges, property tax surcharge and gross receipts tax surcharge as applicable. In state, local toll, and international rates vary. Rates are subject to applicable tariffs, regulations and the Rates and Services Schedules.

Toll Free Surcharges

There is a 55-cent surcharge typically assessed from the following locations: (1) Payphones, (2) Hotels, (3) Dormitories, (4) Hospitals, and (5) Other commercial phone lines.

This surcharge is the result of charges imposed by operators when using these facilities to originate a phone call. Although a high percentage of callers do not complete their payphone calls (they hang up before entering a destination number), UCallLD.com is still charged by the payphone operator for the toll free call. UCallLD.com has included the average cost of these incomplete calls in this fee.

The 55-cent surcharge can be identified as the extra charge listed below the corresponding call on your account billing information. We cannot in advance determine if the surcharge will be imposed from a phone listed in the above locations. You can only determine this after placing a call. In general, all public payphones incur this charge while not all of the other locations impose the surcharge. Therefore UCallLD.com cannot be held responsible for the charges and customer will be assessed a 55-cent surcharge.

Rate Changes

UCallLD.com reserves the right, at its sole discretion, to modify its rates, monthly fee and its surcharges. If you chose to terminate your Account as a result of changes in price, you must notify UCallLD.com by e-mail no later than the last day of the notice period of your decision to terminate. UCallLD.com is not obligated to credit back any unused balance in your Account so UCallLD.com strongly suggests that the customer use up the remaining balance before terminating the Account.

Email Notification

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

Billing Increments

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 UCallLD.com's network receives an "on hook" signal from the terminating carrier. UCallLD.com will not, and is not obligated to, provide refunds for any calls made using its service.

Billing Information

UCallLD.com unless requested 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 April, you would be able to see your charges for April as well as the preceding March, February, and January. However, you would not have access to your December charges.) The customer is responsible for printing out their monthly statements, and UCallLD.com will not provide monthly billings beyond what is available online.

Billing Disputes

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

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. UCallLD.com 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, UCallLD.com WILL NOT REFUND ANY CHARGES FOR SUCH INTERRUPTED CALLS.

Ownership of Account

UCallLD.com recognizes that sole ownership of UCallLD.com accounts are that of the person who's name is listed on the account. UCallLD.com will not make any adjustments to a customer's account information nor send the username or password unless provided with the first four and last four (4) digits of the credit card number used to purchase the account. If necessary, UCallLD.com reserves the right to request a copy of the owner's credit card and matching driver's license. If the customer cannot provide this information, UCallLD.com will offer to close the account and credit the balance to the credit card.

Cancellation

You may discontinue service at any time upon notice (either electronic or written) to UCallLD.com. 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. Additionally, you will remain responsible for payment of all charges for services rendered up through the date you discontinue service. UCallLD.com will only cancel Accounts for reasons of fraud or at UCallLD.com's discretion.

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 UCallLD.com (either written or electronic) prior to the expiration of the six (6) month period, UCallLD.com 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 UCallLD.com via e-mail. UCallLD.com is not obligated to provide you with such an extension nor is UCallLD.com obligated to refund any remaining balance left in your Account as of the date it expires.

Termination

UCallLD.com 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, UCallLD.com has the right to put an account immediately on hold until further investigation takes place.

Government Taxes

UCallLD.com reserves the right to pass through (on) any new government taxes, fees, surcharges onto the customers.

Agents

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

Access to Third-Party Vendors

UCallLD.com 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. UCallLD.com 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. UCallLD.com 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 UCallLD.com of the site or the products/services offered through that site.

Customer Service

If you have questions, concerns or complaints about your Service, you may contact UCallLD.com Customer Service Department 24 hours a day, 7 days a week by e-mail at info@ucallLD.com.

Limitation of Liability

UCallLD.com 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. UCallLD.com 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 UCallLD.com HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UCallLD.com 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. UCallLD.com IS NOT LIABLE FOR ANY TOLL CHARGES YOU MAY INCUR IN USING A LOCAL ACCESS NUMBER.

UCallLD.com 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.

No Warranties

UCallLD.com 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.

Force Majeure

UCallLD.com 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 UCallLD.com.

Indemnity

You agree to indemnify, defend and hold UCallLD.com, 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, UCallLD.com's services, and/or your transactions/communications with third-party vendors initiated via the Website.

Arbitration

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 Los Angeles, California. 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.

Consent to Communications

By entering into this Agreement, you consent to the receipt of electronic mail ("e-mail") from UCallLD.com and customer service phone communication. In addition to sending you e-mail notifications as provided for above, UCallLD.com 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@ UCallLD.com or in writing. UCallLD.com reserves the right, however, to continue to contact you regarding important information relating to your account, this agreement or other regulatory communications.

Modifications/Amendments

This Agreement may be modified or amended by UCallLD.com 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

Trademarks

All corporate names, service marks, logos, trade names, trademarks, websites and domain names of UCallLD.com, including but not limited to "UCallLD" and "UCallLD.com" (collectively "Marks") are and shall remain the exclusive property of UCallLD.com and nothing in this Agreement shall grant you the license to use such Marks without the express written permission of UCallLD.com.

Assignment

UCallLD.com 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 UCallLD.com.

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.

Integration - Entire Agreement

This Agreement, together with any written amendments or written modifications, will constitute the entire agreement between you and UCallLD.com 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 UCallLD.com.

Governing Law

This Agreement, and all modifications/amendments thereto, shall be governed by the law of the State of California.

Waiver

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.

Term

The term of this Agreement shall be the later of (a) six (6) months from the date you open your Account and are assigned a PIN, (b) six (6) months from the date of the last recharge of your Account or (c) the last day of any extension of your Account/PIN expiration by UCallLD.com.

Privacy Policy

To learn about how UCallLD.com protects your personal information, refer to UCallLD.com's Privacy Policy on the Website.

Compliance with Laws

UCallLD.com shall comply with all applicable federal, state and local laws and/or regulations regarding the provision of the services provided for under this Agreement.

Use. You agree to use UCallLD.com'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 of Paragraph No. 19 above, UCallLD.com 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.

Charity Legal Information

Organizations should have a tax-exempt status under section 501 (c) (3) of the Internal Revenue Code.

• Organizations shall have Public Accountability.
• Organizations should provide on request an annual report.
• Organizations shall provide on request complete annual financial statements, with generally accepted accounting principles, accompanied by a report of an independent certified public accountant, and reviewed by the board.
• The IRS Form 990 shall be publicly available.
• The form 990 requires information about the organization's support and revenue, expenses, assets and liabilities as well as about the board of directors, program activities and accomplishments, compensation of its senior employees, and any related party transactions. The IRS does not have any rules about how much money a charity must spend on its program.
• Organizations shall have a detailed annual budget approved by the board.

• A reasonable percentage of total income from all sources shall be applied to programs and activities directly related to the purposes for which the organization exists.
• A reasonable percentage of public contributions shall be applied to the programs and activities described in solicitations, in accordance with donor expectations.
• At least 50% of the total income from all sources be spent on program and activities directly related to the organization's purpose.
• Fund raising costs should not exceed 35% of related contributions. (If an organization does not meet one or more of these percentage limitations, they may provide evidence to demonstrate that its use of funds is reasonable.)

• Organizations shall have a board that is responsible for policy setting, fiscal guidance and ongoing governance.
• Organizations shall have an adequate governing structure. They should operate with governing instruments which set forth the organization's basic goals and purposes, and which define the organizational structure. The governing body shall have final authority over the organization's policies and programs.
• The governing structure must have a minimum of three persons.
The organization must be active and meet formally at least three times annually, with meetings evenly spaced over the course of the year and with a majority of members in attendance.