vSpace 3D Voice Conferencing

vSpace: TERMS OF SERVICE AGREEMENT

Updated on March 25, 2010

IMPORTANT, READ CAREFULLY:

BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS "CUSTOMER;" AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS TERMS OF USE AGREEMENT.

This Terms of Service Agreement (this "Agreement") is a legal and binding instrument entered into as of the date of electronic acceptance by Customer (the "Effective Date"), by and between vSpace, Inc., a Delaware corporation ("vSpace"), and "Customer," the individual or entity entering into this Agreement. vSpace reserves the right to amend this Agreement from time to time without notice to Customer. The most current version of this Agreement can be reviewed by clicking on the "Terms of Service" hypertext link located at the bottom of vSpace's web site which can be found at www.vspace.net.

1. Description of Services. The vSpace conferencing system (the "Services") provides end users with 24/7 access to a stereo, high-definition audio conferencing system. The conferencing system is accessed via the internet by downloading and running the vSpace client application. It may also be accessed by dialing in with a standard telephone or mobile phone. The Customer is provided with a unique Conference ID to host private conferences.
2. Online Registration. To subscribe to Services via the vSpace web site, Customer must complete the online registration process, including Customer's electronic acceptance of this Agreement.
1. Registration Data. As part of the online registration process, vSpace will collect certain limited information about Customer ("Registration Data"). All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. vSpace reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time. Accounts registered by automated methods are not permitted.
2. Account Password/Security. As part of the online registration process, Customer will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account.
3. Customer Rights and Restrictions.
1. During the Term of this Agreement vSpace will enable Customer to access and utilize the Services as contemplated herein, and Customer may access and use the Services subscribed to hereunder pursuant to and in accordance with the provisions of this Agreement.
2. Customer shall be solely responsible for all content communicated by Customer or any other party in connection with Customer's access and/or use of the Services. Customer hereby agrees not to access and/or use the Services (i) to send unsolicited commercial email in violation of applicable law; (ii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful; or (iii) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation.
3. Customer may not reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services or any other aspect of vSpace's technology.
4. Customer may inform its end users, customers and employees that the Services subscribed to hereunder are powered by vSpace.
5. Customer may not resell, distribute, or otherwise use any of the Services on a timeshare or service bureau basis.
6. Customer shall not access and/or use any of the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the vSpace Web sites, Services or any networks or security systems of vSpace.
7. No other rights are granted hereunder except as expressly set forth in this Agreement.
4. Term and Termination.
1. Term. This Agreement shall commence upon completion of the online registration process and shall continue until terminated.
2. Termination for Convenience. Customer may terminate this Agreement for any reason or no reason by providing vSpace with written notice. vSpace may terminate this Agreement for any reason or no reason.
3. Effect of Termination. Upon termination of this Agreement, Customer will immediately discontinue all access to and use of the Services and vSpace will immediately disable Customer's account.
5. DISCLAIMER OF WARRANTIES. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY VSPACE ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS TO AND/OR USE OF THE VSPACE WEBSITE AND/OR THE SERVICES IS AT ITS SOLE RISK. VSPACE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VSPACE MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE VSPACE CLIENT APPLICATION. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM VSPACE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
6. LIMITATION ON LIABILITY. IN NO EVENT SHALL VSPACE BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT VSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VSPACE'S LIABILITY HEREUNDER IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
7. Indemnification. Customer hereby agrees, at its sole expense, to indemnify, defend and hold vSpace harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (i) a third-party claim, suit, proceeding, action or allegation of infringement based on information, data, files or other content submitted by Customer or otherwise related to Customer's access to and/or use of the Services; or (ii) any fraud or manipulation, or other breach of this Agreement by Customer.
8. Choice of Law. This Agreement will be governed by the laws of the Commonwealth of Massachusetts.
9. Additional Terms.
   1. Authority. Each party hereby represents and warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.
   2. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
   3. Force Majeure. vSpace will not be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond the control of vSpace.
   4. Notice. vSpace may provide Customer with notice via e-mail, regular mail and/or postings on the vSpace web site.
   5. High-Risk Use. Customer hereby acknowledges that the Services are not designed or intended for access and/or use in or during high-risk activities including, but not limited to: medical procedures; on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. vSpace hereby expressly disclaims any express or implied warranty of fitness for such purposes.
   6. Proprietary Rights. vSpace retains ownership of all proprietary rights in or associated with all its products and services (including the Services), and Customer may not use the vSpace logo, or any other name, logo, icon or mark identifying vSpace's products and/or services (including the Services) without prior written permission of vSpace.
   7. Compliance with Laws. Customer shall comply with all applicable laws, rules and regulations relating to Customer's access to and/or use of the Services. vSpace does not guarantee that the Services shall be appropriate and/or available for use in any particular location and Customer is responsible for compliance with local laws to the extent applicable. vSpace reserves the right to modify the Services for any reason, without notice and without liability to Customer or any end user.
   8. No Waiver. The failure of either Customer or vSpace in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
   9. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
   10. No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
   11. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.