TERMS & CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They govern the relationship between you and O2 Wireless GSM (Locus Telecommunications, Inc.) and explain our respective legal rights concerning all aspects of our relationship, including without limitation:

• Rates and charges
• Availability of the service and features
• Replenishment and expiration of balances
• Privacy and confidentiality
• Your rights related to Customer Proprietary Network Information
• Modifications to the agreement
• Limitations of liability and warranty
• Resolution of past or future disputes by mandatory binding arbitration instead of court trials and class actions.

IF YOU USE THE SERVICE OR THE WIRELESS DEVICE, YOU CONSENT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICE OR PHONE AND NOTIFY US IMMEDIATELY TO CANCEL SERVICE.
This is an agreement ("Agreement") for wireless radio telecommunications services and related services and/or features ("Service") between you and the entity licensed by the Federal Communications Commission to provide Service in the area associated with your assigned telephone, data and/or messaging number(s) ("Number") that is doing business as O2 Wireless GSM, ("us" or "we"). The term "Device" means wireless receiving and transmitting equipment that we have authorized to be programmed with the Number.

I. SERVICE
a. Availability/Interruption. Domestic U.S. Service only. O2 Wireless will not operate outside the U.S. and U.S. territories. Service is normally available to your Device when it is within the operating range of our system, and may be available outside of that area in other participating carrier service areas. Service is subject to transmission limitation or interruption caused by weather, terrain, obstructions such as trees or buildings, and other conditions. Service may be limited in some areas where coverage is not available or may be temporarily limited or interrupted due to system capacity limitations and system repairs or modifications or to combat potential fraud. GSM wireless features require a compatible GSM 850/1900 dual, tri, or quad band phone, are only available in the GSM features area, and may require local telephone company support and message sender access to computer and modem. Not all features or Service offerings are available.

b. Use of Service/Device/Number. Reproduction, retransmission, dissemination or resale of Service is prohibited without prior written contractual arrangements from Locus Telecommunications, Inc. and any required regulatory approvals. You are responsible for ensuring that your Device is compatible with our Service and meets federal standards. You are responsible for the purchase and maintenance of any additional hardware, software and/or Internet access from your PC required to use the Service. You consent to receiving advertising, alerts and other broadcast messages from Locus Telecommunications, Inc. or our authorized agents. You have no ownership rights to the Number, any IP address, any e-mail address or any other identifier provisioned by us, our agents or the manufacturer of your Device to be used with the Service, and you agree we may change any such Number, IP address, e-mail address or any other identifier at any time with or without prior notice to you. Any Device purchased through our program has been manufactured to operate exclusively with Service provided by us. The Device cannot be activated with any other wireless carrier. By using Service, you agree to abide by the terms and conditions of any applicable software license.

c. Unauthorized Usage. You agree not to use the Device or Service for any unlawful, unauthorized or abusive purpose or in any way that damages our property or others' property, or interferes with, harms or disrupts our system or other operators' systems or other users. You will comply with all laws while using the Service and you will not transmit any communication or data that would violate any laws, court order, or regulation, or would likely be offensive to the recipient. You are responsible for all content you transmit using the Service. You may not install any amplifiers, enhancers, repeaters or other devices that modify, disrupt or interfere in any way with the radio frequency licensed to us to provide Service. If your Device, user name or password is stolen or Service is fraudulently used, you must immediately notify us and provide us with such documentation and information as we may request (including affidavits and police reports). Until you notify us, you will remain responsible for all charges. We have the right to interrupt or restrict Service to your Number, without notice to you, if we suspect fraudulent, illegal, or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. Failure to provide reasonable cooperation may result in your liability for all fraudulent usage.

d. Release of Information. You consent to our release of information about you when we believe release is appropriate to comply with the law (e.g. a lawful subpoena, E911 information); to enforce or apply our customer agreements; to initiate, render, bill and collect for Services; to protect our rights or property; to protect users of those Services and other carriers from fraudulent, abusive, or unlawful use of, or subscription to, such Services; or if we reasonably believe that an emergency involving immediate danger of death or serious physical injury to any person requires disclosure of communications or justifies disclosure of records without delay. You are deemed to have reviewed and consented to our Privacy Policy posted on our website at www.O2WirelessService.com.

e. Your Rights to End This Agreement. You may terminate your Service at any time by notifying us of your intention to terminate Service. There is no penalty or termination fee; however, it may take up to 30 days to process the termination request and the balance remaining in your account is forfeited upon termination of Service. Your Service will resume and the termination request will be cancelled if you use your Service prior to our processing your termination notification.

II. CHARGES/PAYMENTS/DEFAULT
a. Generally. You are responsible for paying all charges, including but not limited to: airtime, access, features, voice mail access, voice mail delivery, data usage, text messages, downloadable content, alerts, roaming, long distance, directory and operator assistance charges, the price of Devices and accessories, charges for other goods and services and shipping/handling fees. You will be billed at domestic airtime or roaming rates (please refer to rate card) for 800, 866, 877, 888, and other "toll free" calls. Applicable international charges will always be billed for direct dial calls placed from your wireless phone. A long distance provider chosen by Locus Telecommunications, Inc. will provide your long distance. For all calls, the length of the call will be measured during the time that you are connected to our system, which is approximately from the time you press "Send" or other key to begin a call until approximately the time you press "End," or other key to terminate the call. Airtime usage on each call is deducted in full minute increments, with partial minutes of use rounded up to the next full minute. For calls placed in the United States, you will not be charged for busy or unconnected calls if you press "End" or "No" within 30 seconds. Unanswered calls lasting 30 seconds or more will be charged standard airtime and rounded up to the nearest minute. Call waiting, 3-way calling, call forwarding, voicemail will incur applicable airtime or roaming and wireless long distance charges. Please note you may be charged a higher rate for calls made off-network. You will be charged for any check or electronic bank draft returned for non-payment. Please refer to your rate card for details.

b. Account Balance. All charges incurred will be deducted automatically from your account. Any amounts loaded into your account are not transferable or refundable. You should take reasonable efforts to safeguard your Phone and replenishment airtime cards. No refunds or other compensations will be given for returned, expired, lost, damaged, or stolen cards. Amounts deposited to your account expire between 30 to 180 days depending on card denomination. However, if additional amounts are placed into your account before the current account balance expires, the existing balance will be carried over to the new expiration date. If new amounts are not added to your account prior to the expiration date any remaining amounts will be forfeited. Your account will be canceled if there is no usage (billable or non-billable) or if the balance remains as $0 for 30 consecutive days or more and you may be required to pay a fee to resume service. Credit card replenishment is available; limitations apply. In some instances you may be able to complete a call when the billing functionality is interrupted. When this occurs you will not receive correct balance information. All calls, however, will be deducted from your account and the balance updated when the billing functionality is operable. You are responsible for all data usage sent through our network and associated with the Device, regardless of whether the Device actually receives the information.

c. Use of Service/Rates. Your Service rates and other charges and conditions for each Number or Phone are described in the replenishment card packaging, at our website at www.O2WirelessService.com, and in the "Sales Information" (the user guide and other printed materials provided by us either in the Starter Kit you received when submitting your Device for use with the Service or in the packaging of the Device you purchased to be used with the Service) you received, each of which is a part of this Agreement. You can place domestic and international calls from the U.S. to certain designated international locations. The prepaid per minute rates are based on the card value purchased. International rates vary and are subject to change. Call Customer Care (at the number listed on our website or in your replenishment card packaging) or visit www.O2WirelessService.com for international rates and available countries. You cannot use the Service to place calls to 500, 700, 855, 900 or 976 numbers; or to place operator-assisted calls such as third-party-billed, and collect calls. Rates for calls to directory assistance are $3.00 per call plus airtime or roaming charges. You will be billed at domestic rates for 800, 888, 877, and 866 number calls. You are responsible for all taxes and surcharges associated with your use of the Service. Other than calls to 911, you can only make and receive calls when your account has a positive balance. Special dialing patterns may be required when making roaming calls. Some locations require a credit card to complete a call; these rates will be higher. When in these areas, you will not be able to receive calls. Prepaid wireless service is not available for purchase or use in all areas. For Unlimited Plan only: You agree that the O2 Unlimited Nights & Weekends Service is to be used for voice and SMS messaging only between two individuals. You agree that the Service is not to be used for any type of monitoring service, data transmission, transmission of recorded material or broadcasts, call forwarding, conference calling or other use that does not consist of uninterrupted live voice or SMS messaging between two individuals. LOCUS may terminate or suspend Service or change your plan to one that does not offer unlimited Service if Locus determines that you are using the unlimited Service offer in an unauthorized manner as described in this section. LOCUS will make best efforts to give prior notice before taking any above action and you may terminate the unlimited Service.

d. Default/Termination. If you breach any representation to us or fail to perform any of the promises you made in the Agreement, you will be in default and we may, without notice to you, suspend Service and/or terminate this Agreement, in addition to all other remedies available to us.

e. Account Information. Any person able to provide your Number and personal identification number is authorized by you to make changes to your account. You consent to disclosure of any information about you to any person as permitted by law if any Device programmed with your Number calls an emergency service number such as 911 or, if we reasonably believe that an emergency involving immediate danger of death or serious physical injury to any person requires disclosure of communications or justifies disclosure of records without delay

f. CPNI Consent. Under federal law, you have a right, and we have a duty, to protect the confidentiality of information about the amount, type, and destination of your wireless service usage (CPNI). You consent to us sharing your CPNI with Locus Telecommunications, Inc., its affiliates and its contractors, to develop or bring to your attention any products and services. This consent survives the termination of your Service and is valid until you remove it. To remove this consent at any time, notify us in writing at Locus Telecommunications, Inc. Attn: CPNI, P.O. Box 376 Fort Lee, NJ 07024, providing your name, home address, home telephone including area code, and personal identification number. Removing consent will not affect your current Service.

III. CHANGES TO THIS AGREEMENT
We may amend the terms of this Agreement upon advance notice to you in the manner described below or by posting notices of changes on our website or by printing notice of such changes in the replenishment card packaging.

IV. 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 applicable law does not permit any of these limitations, they will not apply to you.

a. Limitation of Liability. WE ARE NOT LIABLE FOR ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER OR ANY THIRD PARTY PROVIDERS OF SERVICES RELATED TO USE OF THE DEVICE OR SERVICE, FOR INFORMATION PROVIDED THROUGH YOUR DEVICE, LACK OF PRIVACY OR SECURITY EXPERIENCED WHEN USING THE DEVICE, EQUIPMENT FAILURE OR MODIFICATION, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS (INCLUDING THIRD PARTY HACKERS OR DENIAL OF SERVICE ATTACKS). WE ARE NOT LIABLE FOR SERVICE OUTAGES, NOR FOR SERVICE LIMITATIONS OR INTERRUPTIONS, AS DESCRIBED IN PARAGRAPH 1.C ABOVE. OUR LIABILITY AND THE LIABILITY OF ANY UNDERLYING CARRIER FOR ANY FAILURE OR MISTAKE SHALL IN NO EVENT EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD. Locus Telecommunications, Inc., AND ANY UNDERLYING CARRIER ARE NOT LIABLE FOR ANY INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS. YOU AND WE BOTH WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIMS TO RECOVER INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. WE AND ANY UNDERLYING CARRIER ARE NOT LIABLE FOR (i) ECONOMIC LOSS OR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE SERVICE, THE DEVICE OR ANY EQUIPMENT USED IN CONNECTION WITH THE DEVICE UNLESS CAUSED BY OUR SOLE AND GROSS NEGLIGENCE, OR (ii) THE INSTALLATION OR REPAIR OF THE DEVICE BY ANY PARTIES WHO ARE NOT OUR EMPLOYEES. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

b. Indemnification. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER, HARMLESS FROM CLAIMS OR DAMAGES RELATING TO THIS AGREEMENT OR YOUR PROMISES OR STATEMENTS MADE IN IT AND USE OF THE DEVICE OR SERVICE UNLESS DUE TO OUR SOLE AND GROSS NEGLIGENCE. YOU ALSO AGREE TO PAY OUR REASONABLE ATTORNEYS' AND EXPERT WITNESS FEES AND COSTS INCURRED IN ENFORCING THIS AGREEMENT THROUGH APPEAL EXCEPT AS PROVIDED IN PARAGRAPH 5, BELOW. USE OF YOUR DEVICE WHILE OPERATING A MOTOR VEHICLE OR IN ANOTHER DISTRACTED OR NEGLIGENT MANNER MAY BE PROHIBITED, OR RESTRICTED BY LAW IN SOME AREAS. IT IS YOUR RESPONSIBILITY TO CONFORM TO ALL SUCH LAWS OR REGULATIONS AND YOU SHALL INDEMNIFY US FROM CLAIMS ARISING FROM ANY SUCH UNLAWFUL OR NEGLIGENT USE. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

c. No Warranties. WE MAKE NO EXPRESS WARRANTY REGARDING THE SERVICE OR THE DEVICE OR ANY SERVICES PROVIDED BY ANY THIRD PARTIES, AND DISCLAIM ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTY ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. WE ARE NOT THE MANUFACTURER OF THE DEVICE AND ANY STATEMENT REGARDING IT SHOULD NOT BE INTERPRETED AS A WARRANTY. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

V. RESOLUTION OF DISPUTES
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. ARBITRATION IS FINAL AND BINDING AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. THIS ARBITRATION CLAUSE SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

a. Binding Arbitration. It is intended that this provision be interpreted broadly to encompass all disputes or claims arising out of our relationship. Any dispute or claim, including those against any of our subsidiary, parent or affiliate companies, arising out of or relating to this Agreement, our Privacy Policy or the Service or any equipment used in connection with the Service (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that (1) you may take claims to small claims court if they qualify for hearing by such a court, 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 Customer Care to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute has not been resolved within 90 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. You and we agree that this Agreement evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law. 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. 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. Costs 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. 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 right to pursue any claims on a class or consolidated basis or in a representative capacity.

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 given cause of action when the statutory limitations period for that cause of action cannot be waived, restricted or otherwise limited by you.

VI. MISCELLANEOUS
a. Privacy. We are not liable for any lack of privacy, which may be experienced with regard to the Service. You authorize our monitoring and recording of calls to us concerning your account or the Service and consent to our use of automatic dialing equipment to contact you. We have the right to intercept and disclose any transmission over our facilities in order to protect our rights or property.

b. Assignment. We may assign all or part of this Agreement without such assignment being considered a change to the Agreement, and without notice to you. We are then released from all liability. You may not assign this Agreement without our prior written consent.

c. Notices. We may send you notice by mail or electronic means, in our sole discretion. Notices to you shall be effective 1) 3 days following the date deposited in the U.S. Mail or delivered to a nationally recognized courier or delivery service, postage prepaid and addressed to your address as kept in our files and/or 2) immediately upon our transmission using an electronic means such as e-mail or text messaging service. You are responsible for notifying us of any changes in your mailing or e-mail address. Written notice to us shall be effective when directed to our Customer Care Department (at the mailing address listed on our website) and received by us. Oral and electronic notices shall be deemed effective on the date reflected in our records. Your notice must contain specific information adequate to identify you and your Service.

d. Entire Agreement. These Terms and Conditions, together with the Sales Information, represent the entire agreement between you and us, which may only be amended as described in this Agreement. This Agreement supersedes any inconsistent or additional representations made to you by any of our representatives, agents or dealers. If any part of this Agreement is found invalid, the balance of the Agreement remains enforceable. If, at any time, we do not enforce any right or remedy available under this Agreement, that failure is not a waiver of our right to enforce the right or remedy at a later time. Copied, microfiche, scanned or other duplicate or electronic images of this Agreement are admissible for all purposes.

e. Governing Laws. This Agreement is subject to applicable federal laws, federal or state tariffs, if any, and the laws of the state associated with the Number. Where a state agency or the FCC regulates the terms and conditions of our Service, the regulations are available for your inspection; if there is any inconsistency between this Agreement and those regulations, this Agreement shall be deemed amended as necessary to conform to such regulations.

f. Capacity. You represent that you are legally competent to enter into this Agreement, and that you are not aware of any disability that would prevent you from entering into this Agreement.