TERMS AND CONDITIONS OF SALE PLUS USE OF SITE

Shipments of products or labor performed by Advance Telecom Resources to/for you, our customer, are made subject to the terms and conditions of the applicable written contract between you and us, or, if no such separately executed contact exists, the acceptance of your order by us is EXPRESSLY CONDITIONAL UPON YOUR ASSENT TO THE ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS SET FORTH BELOW. If these terms and conditions are not acceptable to you, please notify us immediately by contacting one of our account representatives at (732) 393-0700. You shall have deemed to have assented to the terms and conditions below in all respects by accepting any goods shipped by us to you and services performed or by your failure to give us prompt notice of any objections you may have to any of the terms and conditions set forth below.

1. (A) PRODUCTS OF ANY KIND INSTALLED BY CUSTOMER (One year parts warranty unless otherwise stated)
Customer assumes total responsibility for the proper selection, installation, operation, and maintenance of all products purchased unless otherwise specified and agreed to in writing by both parties such as a written contract governing that specific sale of equipment. In this instance, subject to the limitations and terms of Sections 4, 5, and 6 contained herein, Advance Telecom Resources provides a standard one year limited warranty on equipment sold. No labor warranties of any kind shall apply including but not limited to technical assistance by phone or dispatch of either personnel or sub-contractors to provide on-site help to remove or change out any such parts claimed to be defective by the customer.

2. (B) PRODUCTS INSTALLED BY ATRNT COMMUNICATIONS.

Subject to the terms and limitations in Sections 4, 5, and 6 below, Advance Telecom Resources provides the following labor support warranties for products installed by Advance Telecom Resources :

(a) Parts/Expansions and Upgrades for Existing Systems ~ (One year parts warranty + 90 day installation workmanship warranty unless otherwise stated) Advance Telecom Resources provides an installation workmanship warranty of 90 days from date of cutover on parts, expansions and upgrades sold to customer and installed by Advance Telecom Resources.  If a customer has a failure in the first 90 days after initial installation, and if necessary, Advance Telecom Resources will dispatch a technician to resolve the problem Monday – Friday during normal business hours of 8:00 a.m. to 5:00 p.m (whichever time zone).  Should a customer have a requirement after the 90 day labor warranty period has expired, the customer would be billed at Advance Telecom Resources' standard labor rates.

(b) Turnkey Systems sold by Advance Telecom Resources ~ (One year parts & labor warranty + 90 day installation workmanship warranty unless otherwise stated) Advance Telecom Resources provides an installation workmanship warranty of 90 days from date of cutover and a labor warranty of one year on turnkey systems sold to the customer and installed by Advance Telecom Resources.  If a customer has a failure due to workmanship done as part of the initial installation work, Advance Telecom Resources will dispatch a technician to resolve the problem Monday-Friday during normal business hours of 8:00 a.m. to 5:00 p.m. After the 90 day period, the customer shall be billed at Advance Telecom Resources' normal rates for any claims of installation workmanship issues. If a customer has a failure in the 1st year after the initial installation performed by Advance Telecom Resources or one of its sub-contractors not related to initial installation workmanship, and if necessary after technical assistances by phone, Advance Telecom Resources will dispatch a technician to resolve the problem Monday – Friday during normal business hours.  Should a customer have a failure after the 1st year labor warranty period has expired, the work will be billed at Advance Telecom Resources' standard labor rates.

(c) Customer Owned Systems De-installed or Received by Advance Telecom Resources ~ Advance Telecom Resources provides de-installation and redeployment coordination services upon request. However, customer owned systems and/or equipment de-installed, received or otherwise picked up from customer's site for redeployment or storage is not covered by any of Advance Telecom Resources' warranties unless customer has subsequently paid for full repair service or purchased an extended warranty from Advance Telecom Resources. By virtue of Advance Telecom Resources testing the equipment only and it testing good, does not create any warranty obligation from Advance Telecom Resources or guarantees on its future performance. Additionally, Advance Telecom Resources does not provide any warranties whatsoever on the de-installation work and only warrants any re-installation work under its standard 90 day workmanship warranty as described above. Any problems with existing customer owned equipment which may occur after installation of any kind is not covered under any Advance Telecom Resources warranties of any kind and customer and should a customer have a requirement after the 90 day labor warranty period has expired, the customer would be billed at Advance Telecom Resources standard labor rates. Only additional equipment purchased from Advance Telecom Resources or fully repaired by Advance Telecom Resources receives the standard warranties.

(d) Voice over IP Applications (VoIP) ~ Voice over IP (internet protocol) applications and installations sold and installed by Source will not be covered under any Advance Telecom Resources provided warranty without a Advance Telecom Resources Approved Network Assessment on file. Problems caused by unapproved changed to the customer's network after Advance Telecom Resources network assessment was completed that effect VoIP applications will be the responsibility of the customer and will be addressed on a time and material rate billable to and payable by the customer.

3. PRICE AND DELIVERY
Unless the price and terms have been specified by the parties, products covered by this order will be invoiced at the price and terms prevailing at time of order acknowledgement by Advance Telecom Resources. All Prices published by Advance Telecom Resources on order acknowledgments, reorders or otherwise are subject to change upon notice and do not constitute quotations or offers. Prices do not include shipping charges or taxes unless specified otherwise by us. All prices are quoted FOB our warehouse and shall be shipped by one of the following means:

Delivery to carrier at point of shipment shall constitute delivery to you and shall constitute acceptance by you of the goods covered herein under terms and conditions set forth herein, and you shall assume all risk for subsequent loss or damage. Unless specified otherwise, the shipment date specified by us is only an approximate date. Advance Telecom Resources will use its reasonable efforts to arrange to have the products shipped at or near the date specified, but shall have no liability for late shipments. If you are not prepared to accept shipment on the scheduled shipping date, you must notify Advance Telecom Resources at least 10 days before the scheduled shipping date for stock and drop ship items to reschedule the shipment date. Otherwise, special handling charges will be assessed. All orders requesting net 30 day credit terms for shipments are subject to and contingent upon your having an established credit line with us. Otherwise, orders will have to be placed either on COD-Company Check terms or you provide us with a valid credit card number which we must first obtain a valid authorization number from the credit card company prior to shipment.

4. PAYMENT TERMS
Unless otherwise specified by Advance Telecom Resources, payment in full for orders shipped shall be due and payable within 30 days of the invoice date. Overdue accounts will be assessed late charges of 1.5% per month, or at the maximum rate allowable by law in the state of customer's principal place of business, whichever is lower. Source reserves the right to withhold shipment to customers with past due balances. If at any time the financial responsibility of customer shall become impaired or unsatisfactory to Advance Telecom Resources, cash payment or satisfactory security on or before delivery may be required.

5. CONDITIONS BEYOND CONTROL OF ATRNT
All quotations are made and all orders are accepted subject to applicable regulations, orders, directives and restrictions of government agencies and/or the manufacturers (if new equipment) that may be in effect from time to time. Advance Telecom Resources will not be liable for any delay in the performance of orders or contracts, or in the delivery for shipment of goods, or for any damages suffered by customer by reason of such delay, when such delay is directly or indirectly caused by or in any manner arises from fires, floods, accidents, acts of God, war governmental interference, embargoes, strikes, labor difficulties, shortages of labor, fuel, power, materials or supplies, transportation delays or any other cause (whether or not similar in nature to any of the foregoing causes) beyond Advance Telecom Resources control. In any of the foregoing events of delay, Advance Telecom Resources may, at its option, make deliveries ratably with reference to itself and all customers. The inability to make a delivery on the due date for any of the foregoing reasons of delay shall, at the option of Advance Telecom Resources, excuse Advance Telecom Resources for all time from making such delivery, or extend the time of delivery equal to the delay caused by the occurrence of any of the foregoing events.

6. ONE YEAR LIMITED WARRANTY
Except as otherwise described under Warranty Limitations contained in these Terms and Conditions of Sale, Advance Telecom Resources warrants to the Buyer that all Advance Telecom Resources equipment, components and parts ("products") are free from defects in material and workmanship under normal use and service. Advance Telecom Re'ources' obligation and Buyer's sole remedy under this warranty is limited to the repair and replacement of any Advance Telecom Resources products that Advance Telecom Resources, to its satisfaction, finds to be defective. All such claims must be presented to Advance Telecom Resources within one year from the date of the original shipment of the products claimed to be defective. The claim must provide the Advance Telecom Resources bar code numbers of the products purchased as evidence of the date of original shipment. The Advance Telecom Resources warranty does not extend for an additional one year from the date of the shipment of a replacement for a defective product. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF SOURCE. IN NO EVENT SHALL SOURCE BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE, OR FOR ANY BREACH OF WARRANTY IN AN AMOUNT EXCEEDING THE NET SELLING PRICE OF ANY DEFECTIVE PRODUCTS. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. No person, including any dealer, agent or representative of Advance Telecom Resources, is authorized to assume for Advance Telecom Resources any other liability on its behalf except as set forth in these Terms and Conditions of Sale. This warranty is effective when the Buyer of a defective product notifies Advance Telecom Resources and said product(s) are acknowledged by Advance Telecom Resources to be defective in material and workmanship. If the defect has been caused by misuse or abnormal operating conditions (as, for example, connecting the products to equipment with which it is not compatible), repairs and/or replacements will be billed to Buyer's account. In such event, an estimate of cost will be submitted before the work is performed. If the products are found to meet their applicable specifications, Advance Telecom Resources may make a nominal charge for evaluating the products, including any travel and subsistence expense that may be applicable. Advance Telecom Resources, in its sole discretion, may provide an Advance Replacement for any product item(s) that are to be returned for warranty work, but only if a Return Authorization (RA) has been issued for the item(s) that are to be returned under warranty. An invoice charge will be made for Advance Replacement(s), which will be credited upon receipt of the item(s) returned for warranty work. Non-payment of any invoice rendered within the stated payment terms automatically suspends any warranty or guarantee expressed or implied.

7. WARRANTY LIMITATIONS
Equipment, components and parts sold in "AS IS" condition are not warranted against defects of material and workmanship. The Buyer assumes the risk of purchase and hereby waives any claim of liability against Advance Telecom Resources. Equipment, components and parts sold with a manufacturer's warranty are not provided with the Advance Telecom Resources warranty if the manufacturer's warranty has been assigned by Advance Telecom Resources to the Buyer. Advance Telecom Resources cannot and does not warrant or accept any responsibility in connection with any of its products to which the Advance Telecom Resources bar code is not affixed, or for products that have been repaired or altered outside of Advance Telecom Resources facilities, unless Advance Telecom Resources specifically authorizes such repairs or alteration. Moreover, the Advance Telecom Resources warranty is void if the Buyer uses parts not provided or recommended by Advance Telecom Resources in any product sold by Advance Telecom Resources.

8. RETURNS
A "Return Authorization" (RA) number, technical description, and identifying bar codes are required for any products returned to Advance Telecom Resources, whether the return is for warranty work, out-of-warranty repair, or for replacement due to an erroneous shipment made by A Advance Telecom Resources. RA numbers are obtained from the Advance Telecom Resources Customer Service Center , and must be placed on the box containing the products, and any paperwork accompanying the return. Returns for in-warranty work or replacement are subject to the notification requirement set forth in paragraph 6. When a product is being returned for out-of-warranty repair, a purchase order for repair work is required by Advance Telecom Resources prior to Buyer's shipment of the returned product. Advance Telecom Resources will quote a separate repair or replacement price prior to the issuance of the purchase order and RA number. If a Buyer orders the wrong product, Advance Telecom Resources will replace it with the correct product if within 10 working days of its receipt from Advance Telecom Resources, the Buyer returns the wrong product unused and in its original package. In accordance with paragraph 5 below, the Buyer agrees to pay a charge equal to 20 percent of the purchase price for equipment originally purchased. All unidentifiable packages (i.e., product packages returned without an RA) that arrive at the Advance Telecom Resources receiving dock will be returned to the customer at the customer's expense.

9. SALES FINALITY
All sales are final, except those for which Advance Telecom Resources issues a Return Authorization within 30 days of the shipping date. Advance Telecom Resources will accept erroneous shipments for return and credit. When, however, the error results from an erroneous order of the Buyer, Advance Telecom Resources will exchange the products and adjust the price, but will not issue credits that would otherwise terminate the transaction. Special order products can not be returned under any circumstances.

10. TAXES
In addition to the price specified for the products, customer shall pay directly or reimburse Advance Telecom Resources for all taxes, including tariffs or duties, imposed on or with respect to the sale, delivery, use or other handling of the goods sold hereunder, except taxes levied on Advance Telecom Resources net income. Customer shall not be responsible for taxes for which it possesses a valid exemption certificate acceptable to the applicable taxing authority and on file with Advance Telecom Resources prior to order acceptance.

11. CANCELLATION CHARGES
Purchases cannot be cancelled after they are shipped. Advance Telecom Resources, in its sole discretion, may elect to honor requests for purchase cancellations after shipment, but in that event Buyer hereby agrees to pay a restocking fee equal to twenty (20%) percent of the purchase price of the products returned for cancellation plus freight and handling charges, if any. Buyer understands and agrees that the above charges are reasonable in light of the anticipated or actual harm to Advance Telecom Resources, the difficulties of proof of loss and the inconvenience of otherwise obtaining a judgment arising from the cancellation of a purchase after shipment.

12. USE RESTRICTIONS
The copyright in all material provided on this Site is held by ATRNT or by the original creator of the material. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of ATRNT or the copyright owner. Permission is granted to display, copy, distribute and download the materials on this Site for personal, non-commercial use only provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you will immediately destroy any downloaded and printed materials. You also may not, without Advance Telecom Resources' permission, "mirror" any material contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

13. U.S. GOVERNMENT RESTRICTED RIGHTS
The materials on this Site are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Advance Telecom Resources' proprietary rights in them.

14. TRADEMARKS
The trademarks, service marks, and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Advance Telecom Resources and others. Nothing on this Site should be construed as granting, by implication, or otherwise, any license or right to use any Trademark displayed on the Site, without the written permission of the Trademark owner. Advance Telecom Resources aggressively enforces its intellectual property rights to the fullest extent of the law. The name of Advance Telecom Resources or the Advance Telecom Resources logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior, written permission. Advance Telecom Resources prohibits use of the Advance Telecom Resources logo as a "hot" link to any Advance Telecom Resources site unless establishment of such a link is approved in advance by Advance Telecom Resources in writing.

15. INTELLECTUAL PROPERTY RIGHTS
Customer's intellectual property rights, if any, in any of the purchased goods including any hardware, software, or firmware, are derived from and shall be subject to the intellectual property rights of Advance Telecom Resources' manufacturers or suppliers, including the terms of any licenses restricting use, duplication, or resale.

16. OUR TRANSMISSIONS
Any material, information or idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by Advance Telecom Resources or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

17. TERMS AND CONDITIONS OF SALE AND USE OF SITE REVISIONS
ATRNT may at any time revise these Terms and Conditions of Sale or Use of Site sections by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms and Conditions of Sale and Use of Site sections to which you are bound.

18. MODIFICATION AND INTERPRETATION
Except as may otherwise be specifically provided herein, this document contains the whole agreement between the customer and Advance Telecom Resources, may not be modified except in writing and signed by customer and Advance Telecom Resources, and shall be interpreted and construed in accordance with the laws of the State of New Jersey, without regard to choice of law provisions, statutes, regulations or principles of this or any other jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods shall not apply.

19. MISCELLANEOUS
Waiver by Advance Telecom Resources of any default of obligation of customer or waiver by Advance Telecom Resources of any terms or conditions herein shall not affect Advance Telecom Resources' rights or remedies with regard to any subsequent default by or obligation of customer and shall not be deemed to be a waiver of any other term or condition contained in this agreement or in any other agreement by customer. The failure of Advance Telecom Resources to deliver goods specified herein during any period hereof shall not be a breach hereof as to future deliveries. Any dispute arising out of any transaction between Customer and Advance Telecom Resources shall be resolved by and submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association to be held in New Jersey , unless Customer and Advance Telecom Resources agree to another location. Each party shall bear its own arbitration costs except that a party seeking discovery shall reimburse the other for costs of document production. The parties shall equally split arbitrator fees. No claim and demand for arbitration or cause of action which arose out of an event or events which occurred more than two years prior to the filing of a demand for arbitration alleging a claim or cause of action may be asserted by either Customer or Advance Telecom Resources against the other party.