Voice Messaging for Business Terms & Conditions

SCOPE

MobileSphere shall provide Voice Messaging for Business Services ("Service"), consisting of audio media messages ("Messages") that are served into the mobile voicemails of Customer's subscribers or Contacts; and whereas Customer desires to have its Messages served into the mobile voicemails of Customer's subscribers and desires to engage MobileSphere to provide such Service, in accordance with the terms and conditions set forth herein; Any new features, changes, updates or improvements to the current Service shall be subject to the terms of this Service Agreement unless explicitly stated otherwise.

MODIFICATION OF TERMS

We reserve the right to modify and restate the terms and conditions of the Service Agreement, and modification(s) shall be effective immediately upon being posted on the MobileSphere website. Unless explicitly stated otherwise, any new feature that augments or enhances the current the Service, including the release of new MobileSphere properties, shall be subject to the Service Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service shall be deemed to be your conclusive acceptance of all modifications to the Service Agreement.

MOBILESPHERE OBLIGATIONS

MobileSphere shall perform Service for Customer as specified herein. MobileSphere shall make commercially best efforts to deliver Customer's audio files in accordance with scheduled campaigns. During any period in which Customer's audio files are delivered, MobileSphere shall provide Customer with electronic reporting which shall display call detail records (CDRs) reporting, time of delivery, carrier type and delivery verification.

CUSTOMER'S OBLIGATIONS

The Customer, as a condition of use of the Service, shall provide MobileSphere with accurate and complete information when registering for or using the Service, and to update and maintain such information. Customer understands and agrees that MobileSphere's Voice Messaging for Business Service is to be used for the intended purpose of communicating with Customer's subscribers or contacts. Service shall not be used for solicitation and/or telemarketing other than what a subscriber may have requested or "opted-in" to receive. All Caller ID phone numbers chosen by Customer to identify themselves to their subscribers or contacts when sending a voice message must be legitimate and belong to or be affiliated with the Customer. All Federal and State laws regarding recorded voice message calls must be observed. The Service shall not be used to transmit messages that contain profane language and/or other material deemed to be offensive to the recipients or to MobileSphere. MobileSphere reserves the right to monitor and approve all campaigns, clients and audio content prior to use of its network.

MINIMUM AGE OF USE

If you are under the age of eighteen, you are prohibited from using or registering for the Service. By using or registering for the Service, you warrant to MobileSphere that you are above the age of eighteen.

PRICING AND PAYMENT

Customer shall pay MobileSphere for each audio message successfully delivered to voicemail at the established current rates. MobileSphere shall bill Customer Customer's credit card on file for charges due at the end of each calendar month or when the Customer accrues a balance due of $250, whatever comes first.

ACCOUNT SECURITY

Upon registration of the Service, the Customer chooses a Company ID and password. The Customer is responsible for protecting the confidentiality of this Company ID and password, and is fully responsible for all activities that occur under the Company ID and password. The Customer agrees to immediately notify MobileSphere of any loss, compromise or unauthorized use of the Company ID and password or any other breach of security. MobileSphere will not be liable for any loss or damage of any kind should you fail to comply with these requirements.

NOTICE

The Customer agrees that MobileSphere may communicate any notices, including notices of changes to the Service Agreement, via e-mail, posting the notices on the MobileSphere website or sending them to you via voice message through the Service.

SUSPENSION OR TERMINATION OF SERVICE

In the event charges due are not paid in full by the due date, MobileSphere shall have the right to suspend or terminate all or any portion of the Services to Customer until such time as Customer has paid in full all charges then due MobileSphere. Customers who fail to adhere to any stipulations listed under Customer's obligations, under MobileSphere's sole discretion, will result in termination of Customer's account and no fees will be refunded. Additionally, Customers using the service in such manner shall be liable for Federal FCC and FTC fines and any applicable state penalties.

INDEMNIFICATION

Customer agrees for itself, its successors and assigns to indemnify and hold harmless MobileSphere from any and all liabilities, damages, claims, demands, losses, suits, judgments and associated costs and expenses (including, but not limited to, reasonable attorneys' fees) of whatever kind or character (collectively "Claims") directly or indirectly incurred as a result of Customer's resale of Service, Customer's Messages or Customer's campaigns, or Customer's failure to adhere to federal or state laws regarding pre-recorded voice calls, or to perform to any representations and/or obligations set forth in Sections 3a, 3b and 7 of this Agreement and elsewhere herein. The obligations contained in this section shall survive the expiration, termination, or surrender of this Agreement.

MobileSphere agrees for itself and its successors and assigns to indemnify and hold harmless Customer, its parent, affiliated and subsidiary corporations, of, from and against any and all Claims directly or indirectly incurred as a result of the performance of or failure to perform MobileSphere's obligations hereunder. The obligations contained in this section shall survive the expiration, termination, or surrender of this Agreement.

LIMITATION OF LIABILITY.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), AS A RESULT OF THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.