TERMS AND CONDITIONS FOR COMMUNICATIONS SERVICES

Definitions
"You," "your," and "Customer" mean the person, or entity that subscribes to Communication Services or purchases or leases Equipment subject to this Agreement. This "Agreement" includes these Terms and Conditions and any other collateral included with the Equipment you purchase or lease. "We," "our," "us," and "AirLink Mobile" refer to AirLink Mobile, its parent, subsidiaries and affiliates, as well as any other person or entity doing business as AirLink Mobile and providing Communication Services or Equipment to you. Communication Service(s)" or "Service(s)" refer to any services you have asked us to provide to you through this Agreement, and include any service that you are billed for by AirLink Mobile, such as wireless, long distance, or internet access. "Equipment" means any communications equipment or accessories you purchase or lease from us. "Terms and Conditions" include the following provisions and the provisions of the collateral that we have provided you that set forth the manner in which we provide Equipment and Service to you, such as the length of time you will subscribe to a Service, rate plans, access charges, fees, taxes and surcharges, and the Equipment you have selected.

Termination By You
a. You may terminate your Service with us at anytime for any reason. However, in the event you terminate your Service, you will forfeit all unused Anytime Minutes on your account. You may not be able to re-use your equipment and we are under no obligation to refund any money to you, including any refund for pre-purchased Service. b. Change in location. A change in your service address or the location to which any service is provided to you may constitute your termination of that service.

Termination By Us
We may limit, interrupt or terminate a Service: (1) if you do not honor any provision of these Terms and Conditions (including payment obligations), (2) if you use a Service in a manner that adversely affects Service to other customers or harasses our customers or employees, (3) if you or others use a Service to engage in fraud or unlawful conduct or are suspected of doing so, or (4) if your Service is used in a manner that is excessive or unreasonable with respect to volume or length of calls when compared to the predominant volume or length of call of other customers on a similar rate plan or in your geographic area. (5) if you continue to make certain international long distance calls without appropriate security deposit. (6) a period of inactivity of more than 30 days on your account. We may restore such interrupted or terminated Service, in our sole discretion, following correction of the violation and payment of any amounts due, including any restoration charge we assess for restoring your Service. You may not resell any Service.

Return Policy

1.      Phones may be returned to the retail store for full paid value where the phone was originally purchased from per the individual store policy. Some retail stores may not accept returns. See individual store policy. If the store does not accept returns you may return your phone to AirLink Mobile per the below policy.

2.      Phones may also be returned for a maximum refund value of $29.95 or exchanged directly through AirLink Mobile. Refunds or exchanges will be issued from the AirLink Mobile corporate office and mailed within 30 calendar days. Customer must call customer service at 1-866-951-5465 to receive a return authorization number and shipping instructions prior to returning the phone.

3.      You may return the phone up to 30 days from the date of purchase for a full refund of equipment purchase price. Phones are not refundable after 10 minutes of use.

4.      All components, including phone, accessories, user manuals and all packaging, must be returned in acceptable condition to receive a refund.

5.      You may not return the phone if damaged by improper usage or modification that results in the handset failing.

6.      Once minutes have been loaded on your handset you cannot receive a refund for those minutes. Please use the 10 minute activation card to ensure your satisfaction with the phone before loading additional time. (You may transfer minutes to a different handset in the event of an exchange.)

7.      The original sales receipt to return the phone must accompany all returns or exchanges.

Charges for Services and Equipment
a. In General. You are able to use our Service by pre-purchasing Service through Prepaid Airtime PIN Cards, or through other mechanisms we may make available to you. Charges for Service that you use, including, without limitation, wireless airtime, long-distance and roaming are deducted from the balance of your pre-purchased Anytime Minutes at the rates for each Service identified in the collateral provided to you. You will be able to access Service until your Service is terminated or the balance of your pre-purchased Anytime Minutes is depleted. Amounts deposited into your account are not transferable or refundable. b. If the balance of your pre-purchased Anytime Minutes equals zero, you will not be able to use our Service until you purchase additional pre-purchased Anytime Minutes. If the balance of your pre-purchased Anytime Minutes remains zero for an extended period of time, your Service may be terminated and you will have to activate a new service account at an authorized location. c. The charges that we may deduct from your pre-purchased Anytime Minutes include access charges, airtime, features, roaming, toll, long distance, and directory assistance, any taxes, surcharges, fees, and assessments imposed by us or a governmental authority from time to time in connection with the Services and the Equipment. d. Wireless Telephone Services. Airtime usage on each call is deducted from your pre-purchased Anytime Minutes in full minute increments, with a minimum charge of one minute per call. Partial minutes of use are rounded up to the next full minute. The length of a call will be measured from when you initiate it (typically, when you press the "Send" key) until you terminate it (typically, when you press the "End" key). In addition to airtime charges, you may incur additional charges for roaming or long distance calls. Rates and charges while roaming outside of your local AirLink Mobile service area may be different than your AirLink Mobile service area rates. We reserve the right to select the carrier you will use while roaming. Rates during peak hours may be higher than rates during off-peak hours. Use of custom calling features (such as voicemail or three-way calling) will be billed like any other call. To be eligible for Service, we may require you to reside in our Service area and to use most of your Service on a network preferred by AirLink Mobile.
kajeet/Airlink LLC charges its customers a surcharge for the services it provides. We are committed to ensuring that the surcharge is fair and reasonable. The surcharge is for the purpose of paying certain costs we incur to provide services. The surcharge is NOT a government fee or tax. The amount of this surcharge may vary over time. kajeet/Airlink LLC reserves the right to change the surcharge it charges without notice at any time.

Personal Identifiers
We assign telephone numbers, e-mail addresses and other personal identifiers in connection with the Services. Unless we provide you advance notice, you have no proprietary right to any such identifiers, and we reserve the right to change them upon notice to you. In the event that you become entitled to transfer a personal identifier to another party to obtain any Services we provide you, we reserve the right, prior to honoring the request for transfer, to charge a fee for the transfer and to collect any money owed by you for Services and Equipment.

Services Provided by Third Parties
The Services will be provided either by us or by our third party vendors or contractors. We reserve the right to change or modify the source of any Services provided to you without notice.

Privacy and Customer Proprietary Network Information
You authorize us to monitor and record communications to us regarding your account or the Services for purposes of quality assurance. We will not give you notice of any subpoenas or court orders related to your account or use of Services unless required by law. Information in our billing and customer care systems concerning your account and your use of Services belongs to us, and you have no expectation of privacy with respect to such information. You agree that we may release information we have about you when required to do so by law, to provide to third parties solely for the purpose of assisting us in providing any Service to you, or if we reasonably believe that an emergency involving immediate harm to a person or property requires disclosure. We may analyze your account and usage information and share this information with other AirLink Mobile entities to communicate with you regarding Equipment or Services that may become available to you. If you do not want us to provide your information to other AirLink Mobile entities for this purpose, please notify us.

Theft and Fraud
If your Service or Equipment is lost or stolen or fraudulently used, then you are responsible for all usage incurred before we receive notice from you of such loss or theft. You agree to cooperate in the investigation of fraud or theft and to provide us with such information and documentation as we may request (including affidavits and police reports).

Local Number Portability
AirLink Mobile Inc. does not guaranty, and makes no warranties with respect to, your ability to port your phone number to our service and shall not be held liable for any failure or inability of another service provider to port your phone number. Any statements of retailer personnel to the contrary shall be of no force or effect.

LIMITATION OF LIABILITY
OUR LIABILITY REGARDING YOUR USE OF THE SERVICES OR EQUIPMENT, OR THE FAILURE OF OR INABILITY TO USE THE SERVICES OR EQUIPMENT, IS LIMITED TO THE CHARGES YOU INCUR FOR SERVICES OR EQUIPMENT DURING THE AFFECTED PERIOD. WE ARE NOT LIABLE FOR ANY INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS OR LOST BUSINESS OPPORTUNITIES), PUNITIVE OR EXEMPLARY DAMAGES, OR ATTORNEYS" FEES.

DISCLAIMER OF WARRANTIES
WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES OR EQUIPMENT YOU RECEIVE FROM US, AND DISCLAIM ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT RESPONSIBLE FOR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING WITHOUT LIMITATION ACTS OR OMISSIONS OF OTHERS, ATMOSPHERIC CONDITIONS, OR ACTS OF GOD. WE DO NOT PROMISE UNINTERRUPTED OR ERROR FREE SERVICE. WE DO NOT MANUFACTURE ANY EQUIPMENT OR SOFTWARE THAT YOU MAY USE IN CONNECTION WITH YOUR SERVICE, AND YOUR ONLY WARRANTIES AND REPRESENTATIONS WITH RESPECT TO EQUIPMENT OR SOFTWARE ARE THOSE PROVIDED BY THE MANUFACTURER (WITH RESPECT TO WHICH WE HAVE NO LIABILITY WHATSOEVER).

About These Terms and Conditions
BY USING ANY AirLink Mobile COMMUNICATIONS SERVICES OR EQUIPMENT, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS. If you are a new Customer and do not wish to be bound by these Terms and Conditions, do not begin using the Services or Equipment and notify us immediately. With respect to current Customers, we may change these Terms and Conditions, at anytime, including any change, or the imposition of a new charge at any time if we give you notice of the change. A change in Terms and Conditions will be posted in the AirLink Mobile website and notice of change will be done via text messaging.

A material change is any change that terminates or substantially reduces the availability of a Service for you. Material changes in your Service DO NOT include the increase in, or imposition of: (1) any charge required to be collected by any governmental authority, or (2) any charge permitted to be collected by any governmental authority to recoup our expense for the provision of a service required by that governmental authority. If you do not accept a material change, you may terminate your Agreement for the affected Service by giving us notice within thirty (30) days, in which case you will not be subject to an early cancellation fee. You will still be responsible for all charges for Service and Equipment made before you terminated your Agreement for that Service.

Indemnification
You indemnify and defend us, our partners, directors, officers, employees and agents from and against any claim, action, damage, liability and expense arising out of or in connection with: (1) your acts or omissions that occur in connection with your use of the Services or equipment used in connection with the Services, and (2) any communications you make or receive using the Services. This indemnification extends to and includes any attorney's fees and costs incurred by us arising from any actions or claims to which this indemnification applies, or from the contesting of the applicability of this provision. This section survives termination of this Agreement.

Applicable Law
Your Agreement and AirLink Mobile's provision of Services to you are subject to (a) the laws of the state identified in the billing address that you have provided us and (b) the of any applicable federal or state laws. In the event of an inconsistency between any governmental requirement and this Agreement regarding the provision of a Service that is subject to the governmental requirement, the provisions of the governmental requirement will apply to the extent necessary to avoid the inconsistency.

Assignment We may assign this Agreement to another entity without any advance consent from or notice to you. You may not assign this Agreement without our consent.

No Waiver; Severability
If we do not enforce any right or remedy available under this Agreement, that failure is not a waiver. If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in force.

THIRD PARTIES
This Agreement is for the benefit of you and us only, and not any third party.

Arbitration
Any dispute arising out of this Agreement or relating to the Services and Equipment must be settled by arbitration administered by the American Arbitration Association, using the Wireless Industry Arbitration Rules. Information regarding this procedure may be found at www.adr.org. Each party will bear the cost of preparing and prosecuting its case. We will reimburse you for any filing or hearing fees to the extent they exceed what your court costs would have been if your claim had been resolved in a state court having jurisdiction. The arbitrator has no power or authority to alter or modify this Agreement or any Terms and Conditions, including the foregoing Limitation of Liability section. All claims must be arbitrated individually, and there will be no consolidation or class treatment of any claims. This provision is subject to the Federal Arbitration Act.

Entire Agreement
This Agreement, including its Terms and Conditions and your Service Order, is the entire Agreement between you and us, which may only be amended as described above. This Agreement supersedes any inconsistent or additional statements or promises made to you by any of our employees or agents

Any disputes should be handled via the customer website www.AirLinkMobile.com or via the customer service 800 number provided to you at time of sale. If you do not dispute any charge on your account prior to it being placed inactive or in 30 days whichever comes first you give up your right to dispute.

May 12, 2006