YOUR USE OF THE SERVICE CONSTITUTES AGREEMENT TO ALL TERMS AND CONDITIONS

This is an agreement ("Agreement") between you, the "Customer", and Atrium Wireless Partners, LLC. d/b/a GTC Wireless for cellular radio telecommunications service ("Service"). This Agreement is binding when Service is activated to your specific telephone number(s) (each, a "Number"). The term "Unit" means the cellular receiving and transmitting equipment which is programmed with the Number.

1. Term/Termination.
a. You may cancel this agreement at any time for any reason. If you do cancel, you must notify us in writing. We may also cancel this agreement. If we do, we must notify you. Even thought the account is canceled you are liable for all charges. We bill through the end of your specific billing cycle. In the event that you are then subject to a contract with us, you may be subject to an early termination fee as set forth in such contract.

b. If we fail to perform any of our obligations, you may terminate this Agreement upon notice. If you fail to perform any of your obligations or you are the subject of any proceeding under the Bankruptcy Act or similar debtor-relief laws, we may suspend Service or terminate this Agreement upon notice. We may require reactivating charges to new Service after termination.

c. You remain responsible for payment of all charges incurred under this Agreement through the date of termination. If you fail to perform your obligations you will reimburse us for all expenses, including attorneys' fees, incurred in the enforcement of this Agreement and we may keep any charges prepaid by you. These remedies are not exclusive and are in addition to all remedies provided by law. Any failure by us to strictly enforce this Agreement will not waive our right to require compliance with this Agreement.

2. Default/Suspension/Termination.
You will be in default of this agreement if you (a) fail to pay any amount owed to us or an affiliate of ours or any amount appearing on your invoice (b) have amounts still owing to us or an affiliate of ours from a prior account, (c) breach any representation to us or fail to perform any of the promises you made in this Agreement, (d) violate any policy applicable to the Service, or (e) are subject to any proceeding under the Bankruptcy Code or similar laws. If you are in default, we may, without notice to you, suspend Service, withhold equipment or other refunds and/or terminate this agreement, in addition to all other remedies available to us. We may require reactivation charges to renew termination or suspension. If your Service is suspended we may refuse to port you Number to another carrier. Upon termination and/or porting any Number to another carrier, you are responsible for paying all amounts and charges you owe to us, including any applicable cancellation fee.

4. Deposits.
You authorize us to ask consumer reporting agencies or trade references to furnish us with employment and credit information, and you consent to our rechecking and reporting personal and/or business payment and credit history if, in our sole discretion, we so choose. If you believe that we have reported inaccurate information about your account to a consumer reporting agency, you may send a written notice describing the specific inaccuracy. We may require a deposit in which you grant us a security interest to secure your payment of all amounts when due. You must promptly pay your bills even if you have given us a deposit. Unless otherwise required by law, deposits may be commingled with other funds and will not earn interest. We may require an additional deposit upon reevaluation of your usage or credit. You may either (1) pay the increased deposit or (2) terminate the Agreement. When this Agreement is terminated, your deposit may be used to pay any amounts due and you are responsible for any remaining charges.

5. Billing and Payment of Charges.
You will pay all Service charges for all calls processed through the Unit or the Number. Service charges may include charges for services provided by other vendors for calls that are sent from or received by the Unit, such as toll charges for calls outside our local service area, roaming or network charges for calls that are sent from or received by the Unit when it is outside our local calling area, and any additional current or future feature charges or third-party charges (directory assistance, voice mail, etc.). You agree we may add our own charges for processing third-party charges. Any taxes, costs or charges imposed on us as a result of providing the Service or the Unit will be added to your charges. For answered calls, airtime charges are from the time you press SEND until the time you press END. There are no charges for busy or unanswered calls if you press END within a reasonable time. Recurring monthly fees and non-recurring Service charges will be billed as soon as possible, some in advance, some in arrears. Billing cycle end dates may change from time to time. If you have authorized charges to a credit card, no additional notice or consent will be required before billings to that credit card. Payments of all charges, including disputed charges, must be received by the due date shown on the invoice or by the tenth day after mailing of the invoice, whichever is later. Disputes of charges must be in writing and received no later than the due date to. We will make good faith efforts to promptly resolve disputes. You agree that (1) time is of the essence for all your payments; (2) it would be impractical to fix the amount of our damages if you fail to pay promptly; and (3) if you do not pay all charges by the due date, unless prohibited by law, you shall pay us a minimum late fee of $10.00 per month of any balance due, payable for every month such amount remains unpaid, The late fee will not be compounded monthly. Acceptance of late or partial payments (even if marked "Paid in Full") will not waive our rights there under. We will assess a twenty-five dollar ($25) fee for any check returned for insufficient funds. Any remaining funds in excess of ten dollars ($10) will be returned to you at your last-known address within 90 days after termination. If the postal service returns the funds to us as undeliverable, they will become our property.

6. LIMITATION OF LIABILITY.
WE SHALL NOT BE LIABLE IF NONPERFORMANCE IS CAUSED BY ACT OR OMISSION OF ANY OTHER CARRIER, EQUIPMENT FAILURE OR MODIFICATION, ACTS OF GOD, STRIKES, FIRE, WAR, RIOT, GOVERNMENT ACTIONS, OR CAUSES BEYOND OUR REASONABLE CONTROL. WE ASSUME NO LIABILITY FOR OUTAGES OF 24 HOURS OR LESS, OUR LIABILITY FOR ANY SERVICE FAILURE SHALL IN NO EVENT EXCEED THE SERVICE CHARGES DURING THE AFFECTED PERIOD. WE ARE NOT LIABLE TO YOU, YOUR EMPLOYEES, AGENTS OR CUSTOMERS, OR ANY THIRD PARTY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY FAILURE OF SERVICE. WE SHALL NOT BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE UNIT OR THE SERVICE OR THE INSTALLATION OR REPAIR OF THE UNIT BY ANY PARTIES WHO ARE NOT OUR EMPLOYEES. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US AND ANY UNDERLYING CARRIER HARMLESS FROM CLAIMS OR DAMAGES RELATING TO THIS AGREEMENT AND YOUR USE OF THE SERVICE UNLESS DUE TO OUR SOLE NEGLIGENCE. YOU AGREE TO PAY OUR REASONABLE ATTORNEYS' AND EXPERT WITNESS FEES AND COSTS INCURRED IN ENFORCING OUR RIGHTS OR IN ESTABLISHING THE APPLICABILITY OF THIS PARAGRAPH.

7. NO WARRANTIES.
WE MAKE NO EXPRESS WARRANTY REGARDING THE SERVICE OR THE UNIT AND DISCLAIM ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. WE ARE NOT THE MANUFACTURER OF THE UNIT NOR PROVIDER OF THE SERVICE AND ANY STATEMENT REGARDING THEM SHOULD NOT BE INTERPRETED AS A WARRANTY.

8. RESOLUTION OF DISPUTES.
PLEASE READ. IT IS IMPORTANT THAT YOU READ THIS SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH FINAL AND BINDING ARBITRATION INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION. THIS ARBITRATION CLAUSE SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

a. Binding Arbitration.
The arbitration process established by this section is governed by the Federal Arbitration Act (the "FAA") (9 U.S.C. §§ 1-16). The FAA, not state law, governs whether a claim related to this Agreement is subject to arbitration. This provision is intended to be interpreted broadly to encompass all disputes or claims, including those against any subsidiary, parent or affiliate companies, arising out of any aspect of our relationship (including but not limited to this Agreement, our Privacy Policy or the Service or any equipment used in connection with the Service. All such disputes or claims whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by binding arbitration except that (1) you have the ability to take claims to the appropriate state of federal governmental agency, or (2) you or we may choose to pursue claims in court if the claims relate solely to the collection of any debts you owe to us.

b. Arbitration Procedures.
You must first present any claim or dispute to us by contacting our customer support department to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within 60 days. The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association ("AAA") under the Wireless Industry Arbitration Rules ("WIA Rules"), as modified by this Agreement. The WIA Rules and information about arbitration and fees are available upon request from the AAA online at www.adr.org. Unless you and we agree otherwise, any arbitration will take place in the county seat for the county in which your billing address is located. At either party's election, the arbitration shall be held telephonically. An arbitrator may award any relief or damages (including injunctive or declaratory relief) that a court could award, except an arbitrator may not award relief in excess of or contrary to what this Agreement provides and may not order relief on a consolidated, class wide or representative basis. In any arbitration applying the WIA Rules applicable to large/complex cases, the Arbitrators must also apply the Federal Rules of Evidence, and the losing party may have the award reviewed in accordance with the review procedures set forth in the WIA Rules. Judgment on any arbitration award may be entered in any court having proper jurisdiction. Except for restrictions on class or representative relief, if any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

c. Cost of Arbitration.
For claims of less than $1,000, you will be obligated to pay $25 and we will pay all other administrative costs and fees. For claims over $1,000 but under $75,000, you will be obligated to pay your share of the arbitration fees, but no more than the equivalent court filing fee for a court action filed in the jurisdiction where your billing address is located. For arbitrations in excess of $75,000, all administrative fees and expenses of arbitration will be divided equally between you and us. In all arbitrations, each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration.

d. Waiver of Class Actions and Jury Trials.
By this Agreement, both you and we are waiving certain rights to litigate disputes in court. You and we both agree that any arbitration will be conducted on an individual basis and not on a consolidated, class wide or representative basis. If for any reason this arbitration clause is deemed inapplicable or invalid, or to the extent this arbitration clause allows for litigation of disputes in court, you and we both waive, to the fullest extent allowed by law, any rights to trial by jury and to pursue any claims on a consolidated, class wide or representative basis.

e. Limitations Period.
Any arbitration or legal action with respect to any and all claims or causes of action related to or arising out of this Agreement must be brought within TWO YEARS after the cause of action arises, or within the applicable statutory period of time, whichever is shorter. This limitations period does not apply to any cause of action when the statutory limitations period for that cause of action cannot be waived, restricted or otherwise limited by you.

f. Limitations.
The parties intend that the limitations on liability, warranty and damage awards provided for in this Agreement will apply to the fullest extent allowed by law. Some jurisdictions do not allow the exclusion of certain warranties or the waiver, limitation or exclusion of liability for punitive, incidental or consequential damages, or for intentional or willful conduct in some circumstances. To the extent that any of these limitations are not permitted by applicable law, they will not apply to you.

10. The Number.
You have no ownership rights to the Number. We may change your Number assignment by giving you notice of the change. You may not assign the Number or the Unit's Electronic Serial Number (ESN) to any other Unit. You may not program any other Number into the Unit. These acts are considered fraud and will result in immediate termination.

11.SIM Cards.
If you are issued a Subscriber Identity Module (“SIM Card”) for use with the Service, you agree to safeguard your SIM Card and not to allow any unauthorized person to use your SIM Card. You agree not to, and not to allow any other person to, directly or indirectly alter, bypass, copy, deactivate, remove, reverse-engineer or otherwise circumvent or reproduce the encoded information stored on, or the encryption mechanisms of, your SIM Card. GTC Wireless may, from time to time, remotely update or change the encoded information on your SIM Card.

12.No Contractual Relationship With Underlying Carrier Or Reseller.
You acknowledge that GTC Wireless is a mobile virtual network operator which utilizes the wireless network of one or more third-party companies (a “Underlying Carrier”) or a reseller of such Underlying Carrier (a “Reseller”). Therefore, you agree to the following:

a. That you have no contractual relationship whatsoever with the Underlying Carrier or their Reseller and that you are not a third-party beneficiary of any agreement between GTC Wireless and the Underlying Carrier or Reseller. In addition, you agree that neither the Underlying Carrier nor Reseller will have any legal, equitable, or other liability of any kind to you. In any event, your exclusive remedy against any person for any cause whatsoever relating to the Service, including but not limited to any failure or disruption of Service provided hereunder, is limited to payment of damages in an amount equal to the portion of the fixed monthly charges to you for the Service relating to the period of Service during which the damages occur.

b. You will indemnify and hold harmless the Underlying Carrier and Reseller and their respective officers, employees, and agents against any and all claims arising in any way directly or indirectly in connection with the Service, or the use, failure to use, or inability to use the access telephone number, except where the claims result from the Underlying Carrier’s or Reseller’s gross negligence or willful misconduct. This indemnity will survive the termination of this agreement.

c. You acknowledge and understands that you use the service at your own risk.

d. You acknowledge that this agreement is assignable by GTC Wireless to the Underlying Carrier or Reseller supplying service to you.

b. You consent to our use of automated telephone equipment to contract your landline or cellular telephone for any business purpose.

c. You understand that, in accordance with FCC Order No. 91?281, your wireless telephone Number will be transmitted as part of each outbound call and that subscribers to Caller-Id services (both wireless and landline) will be able to see your number displayed on their Caller-Id equipment. If you wish to block the presentation of your number, you may do so on a per-call or per-line basis. Instructions to block transmission of your number can be found at www.gtcwireless.com.

14. Notices.
Written notices to you shall be effective on the date deposited in the US mail addressed to your address of record. Written notice to us shall be effective when directed to our Customer Service Department and received at our address of record. Your notice to us must specify your Number. Oral notices shall be effective on the date reflected in our customer service system.

15. Assignment.
We may assign in whole or in part our rights or duties under this Agreement without notice to you, and we are then released from all liability. You may assign this Agreement only with our prior written consent. This agreement shall benefit and be binding on our or your successions.

16. Disclosures on Consumer Credit Transactions Required.
For administrative convenience, we may make certain disclosures to all customers which are required only for consumer or credit transactions. Such disclosures do not give you any rights and are void if not required.

17. Separability.
If any part of this Agreement is found invalid, the balance of the Agreement remains enforceable.

18. Authority.
You acknowledge that you are of legal age, have received a copy of this Agreement, and have read and clearly understand its terms.

19. Taxes and Surcharges.
There may be added to any charges an amount equal to any tax, duty, or levy imposed by any local, state or Federal government or agency.

20. Lost or Stolen Equipment.
In the Event that User’s Cellular Terminal Equipment is lost or stolen, Customer shall be liable for all charges attributable to the Access Number for such Equipment until 90 minutes after the loss or theft is reported to Company.

GTC Wireless