The Voxwire MeetingRoom is an Internet-based voice communication service. This service agreement ("Agreement") states the terms and conditions under which Voxwire Systems, Inc. will provide the Voxwire MeetingRoom to you.

By installing and utilizing the Voxwire MeetingRoom provided by Voxwire Systems, Inc.. you enter into a legally binding agreement and have agreed to comply with the Terms and Conditions regarding your usage of the Voxwire MeetingRoom and associated materials. If you are not in agreement with these Terms and Conditions you are not authorized to use the Voxwire MeetingRoom requiring the immediate termination of installation and usage.

Voxwire grants to you a non-exclusive, non-transferable license to the Voxwire MeetingRoom solely for your personal use on any desktop or other fixed or portable computer. For purposes of this Agreement, the Voxwire MeetingRoom is considered to be "in use" when it is loaded into temporary memory (e.g., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM or other storage device) of such computer.

The Voxwire MeetingRoom is proprietary to Voxwire Systems, Inc. and its strategic partners and is subject to international copyright, and legally protected for resale to Voxwire customers. You may not modify, adapt, translate, reverse engineer, decompile, disassemble the technology or create derivative works using or based on the technology, nor may you distribute, loan, rent, or lease, timeshare or use the technology to provide services for third parties, sublicense or transmit all or any portion of the technology, nor may you allow others to do so. Voxwire reserves all rights not expressly granted herein.

The Voxwire MeetingRoom was developed to provide and support two-way Voice Over Internet Protocol (VoIP) communications for consumer and business utilization. This includes moderated conversations with the maximum number of participants with respect to Voxwire products, promotions, and package pricing. Therefore, the "Owner" of the voice MeetingRoom or someone he or she designates, must be present at all times during Room usage.

1. General Subscriber Responsibilities
In order to ensure the integrity of your use of the Voxwire MeetingRoom product, Voxwire has deemed several activities as UNACCEPTABLE USES of the Voxwire MeetingRoom product. It is understood that all parties utilizing the Voxwire MeetingRoom are prohibited from participating in conduct which is unlawful or which inhibits another user from enjoying the Voxwire MeetingRoom; or which Voxwire in its sole discretion determines to be unacceptable. See sub-paragraphs of this section below.

Voxwire reserves the right to immediately terminate your account without notice at its sole discretion, if you or others who use your account violate any of these UNACCEPTABLE USES of the Voxwire MeetingRoom product. Be advised that if you have paid to subscribe to any of the Voxwire services, your subscription fee WILL NOT be refunded (either in whole or in part) if your account is terminated or suspended.

Failure by Voxwire to address unacceptable or otherwise prohibited behavior on any occasion shall not constitute a waiver by Voxwire with respect to any similar behavior in the future.

All information, data, text, music, software, illustrations, photographs, graphics, video, messages or other material ("Content") is provided by, and the responsibility of the person hosting the voice conference and may have provided such Content personally or through guest invitation and that Voxwire is not responsible for any such Content.

Voxwire expresses no views as to the content and subject matter for discussion in any of its MeetingRooms and is not responsible for any activities taking place therein.

1.1 No illegal or fraudulent use:
You will not use, or allow others to use, your Voxwire MeetingRoom to violate any applicable federal, state, local or international laws. You will not use, or allow others to use, your Voxwire MeetingRoom to commit a crime or fraud, or to plan, encourage or help others to commit a crime or fraud, including but not limited to engaging in an illegal pyramid scheme, a Ponzi scheme or sending chain letters.

1.2 No copyright or trademark infringement:
You will not use, or allow others to use, your Voxwire MeetingRoom to send or receive any information which infringes the patents, trademarks, copyrights, trade secrets or proprietary rights of any other person or entity. This includes, but is not limited to digitization of music, movies, photographs or other copyrighted materials or software.

1.3 No threats or harassment:
You will not use, or allow others to use, your Voxwire MeetingRoom to transmit any material that threatens or encourages bodily harm or destruction of property, or which harasses, abuses, defames or invades the privacy of any other person or entity.

1.4 No "hacking":
You will not use, or allow others to use, your Voxwire MeetingRoom to access the accounts of others or to attempt to penetrate security measures of Voxwire or other computer systems ("hacking") or to cause a disruption of service to other on-line users. You will not use, or allow others to use, tools designed for compromising network security, such as password guessing programs, cracking tools, packet sniffers or network probing tools.

1.5 No system disruption:
You will not use, or allow others to use, your Voxwire MeetingRoom to disrupt Voxwire's network or computer equipment owned by other Voxwire MeetingRoom customers. You will not use, or allow others to use, your Voxwire MeetingRoom to disrupt other Internet Service Providers or services, including but not limited to e-mail bombing or the use of mass mailing programs.

1.6 No impersonation or forgery:
You will not, or allow others to, impersonate another user, falsify one's user name, age or identity in e-mail or in any post or transmission to any newsgroup or mailing list or other similar groups or lists. You will not, or allow others to, forge any message of any electronic transmission, originating or passing through your Voxwire MeetingRoom.

1.7 Screen Name Restrictions:
Upon entering any Voxwire MeetingRoom, you have the opportunity to choose a screen name as a presence indicator within the Voxwire MeetingRoom client. You may not select a nickname or "screen name", which violates any copyright, third party's trademark right or other proprietary right or a name, which Voxwire deems in its sole discretion to be profane, offensive or in any other way unacceptable.

Voxwire reserves the right to delete any profane, offensive or unacceptable nicknames and/or to require you to change your screen name. You are entirely liable for all participant behavior and activities conducted while your Voxwire MeetingRoom is in use. In consideration for your use of the Voxwire MeetingRoom, you agree to (a) provide true, accurate and complete information about yourself as prompted by the registration forms, (b) maintain and promptly update the Registration Data to keep it true, accurate and complete and (c) notify Voxwire of any unauthorized use of your account, password or other breach of security.

1.8 No excessive use of bandwidth:
Voxwire MeetingRooms are available on an unlimited-use basis. By definition, this means that you may use your MeetingRoom(s) as often as you wish during the monthly term. This has allowed us to create "average" usage pricing. However, continuous 24-hour use is not included in this definition and may constitute excessive bandwidth consumption. If Voxwire determines, in its sole discretion, that you are using an excessive amount of bandwidth, Voxwire may suspend and/or terminate your account or offer to upgrade your service level for an additional fee.

1.9 Uninterrupted Audio Streaming:
Uninterrupted audio streaming or "Broadcasting" is prohibited in the terms of usage for Voxwire customers. The Voxwire MeetingRoom was developed for two-way communication NOT uninterrupted audio streaming. This includes the "broadcast" of special events, conference calls, and any radio or television live or recorded uninterrupted audio streaming. Voxwire reserves the right to interpret and monitor user activity and immediately terminate any Voxwire MeetingRoom customer account without refund for the violators using the technology for purposes not consistent with two-way communications. Voxwire reserves the right in the case of any violation resulting in system damages to hardware, software, or customer downtime to seek full legal remedy and recovery of customer, and corporate interests.

1.10 No "viruses":
You will not use, or allow others to use, your Voxwire MeetingRoom to intentionally transmit computer "viruses," worms, "Trojan horses" or other harmful software programs and you will use your best efforts to prevent the unintentional transmission of such viruses or other harmful software.

1.11 No SPAM
We do not allow SPAM and you agree not to use your Voxwire MeetingRoom for any purpose DIRECTLY OR INDIRECTLY related to SPAM. By accepting this Customer Agreement, you are bound by the SPAM restrictions and penalties included in our SPAM Policy. Further, you may not send out SPAM for other products or services that includes an invitation to your Voxwire MeetingRoom. If you send any type of mailing that may be deemed to be SPAM by anyone, whether it meets the published criteria or not, you must guard against the accusation by NOT showing a link to your Voxwire MeetingRoom in the mailing, but rather, providing a link to your independent web page where you can then include a link to your Voxwire MeetingRoom.

2.1 Monitoring The Services and Privacy
Voxwire is concerned with issues of privacy. Voxwire has no obligation to monitor the Voxwire MeetingRoom content. However, you agree that Voxwire has the right to monitor the Voxwire MeetingRoom from time to time in accordance with its Privacy Policy. A copy of the Privacy Policy can be found http://www.voxwire.com/aboutus/privacy.html.

2.2 System Maintenance and Reliability:
Periodically, the Voxwire MeetingRoom and associated technologies will undergo routine maintenance or be subjected to unexpected technical problems and issues. Voxwire ensures best efforts will be utilized to do maintenance as quickly and efficiently as possible, and to respond to technical problems promptly to reduce user downtime. Voxwire may be required to access a customer's web site periodically to administer additional technology and/or provide maintenance. Voxwire will not in any circumstance be responsible for problems, losses, or damages arising from loss of connectivity; errors in content due to application problems; loss of access by customers; or temporary or permanent loss of data.

3. Customer Payment Obligations
3.1 Monthly Service Fees:
Voxwire will charge you a standard monthly fee for the Voxwire MeetingRoom Service. You agree to pay the invoice by its due date according to the automatic recurring billing provision. In addition, you agree to pay all applicable taxes, if any. Voxwire may change the amount of the standard monthly fee upon thirty (30) days written notice that may be delivered by electronic mail.

3.2 Installation Fees:
Voxwire will charge you a one-time set-up fee as specified on the Voxwire website.

3.3 Late Fees, Collections Expenses and Termination for Unpaid Balances:
If your payments are not current because your credit/debit card or electronic check did not clear or for any other reason, Voxwire may, at its discretion, impose a late fee of $10.00 per occurrence or your service may be disconnected without notice. You will also be liable to pay Voxwire for all attorneys' fees, collection fees or other expenses arising from efforts to collect any unpaid balances on your Account.

3.4. Charges for Online Services, Internet Transactions or Toll Charges For Dial-Up Service:
Through use of the Voxwire MeetingRoom, you may access certain information, products, and services of others, for which there is a charge. You agree that you are solely responsible for all fees or charges for these online services, products or information.

4. Disclaimer of Warranties and Limitation of Liability
4.1 No Warranty:
You agree that you use the Voxwire MeetingRoom and any software and equipment supplied by Voxwire at your sole risk. The Voxwire MeetingRoom is provided on an "as-is basis," without warranties of any kind, including without limitation any warranties of non-infringement, fitness for a particular purpose and merchantability. Voxwire does not warrant uninterrupted use of the Voxwire MeetingRoom. Voxwire does not warrant that the Voxwire MeetingRoom will be error-free, free of viruses or other harmful components. Voxwire does not warrant that any data or files you send or receive via the Voxwire MeetingRoom will be free from unauthorized access by others or that other users will be unable to gain access to your computer.

4.2 Limitation of Liability/Exclusive Remedy:
Voxwire's entire liability and your exclusive remedy with respect to the use of the Voxwire MeetingRoom or its software and equipment or any breach by us of any obligation we may have under this agreement shall be your ability to terminate the Voxwire MeetingRoom or to obtain the replacement or repair of any defective Voxwire software or equipment.

In no event shall Voxwire be liable for any breach of warranty, direct, indirect, consequential, exemplary, special, lost profits, or punitive damages with regard to the installation, outage, maintenance, use, failure or removal of the Voxwire MeetingRoom.

4.3 Force Majeure:
You agree that Voxwire will not be liable for any inconvenience, loss, liability or damage resulting from any failure or interruption of service, directly or indirectly caused by circumstances beyond its control, including but not limited to denial of use of other facilities of another company, labor disputes, acts of war, natural causes, mechanical or power failures, or any order, law or ordinance in any way restricting the operation of the Voxwire MeetingRoom.

5. Indemnification
You agree to indemnify and hold Voxwire harmless from any claims brought against Voxwire related to your use of the Voxwire MeetingRoom or the violation of the Acceptable Use Policy or the Privacy Policy. You agree to pay any attorneys' fees incurred by Voxwire in bringing any action related to the Voxwire MeetingRoom or a breach of the terms of this Agreement.

6. Termination of the Voxwire MeetingRoom
6.1 Your Right to Terminate the Voxwire MeetingRoom:
You may terminate the Voxwire MeetingRoom at any time by clicking the cancel option in the Office / Log-In section of the Voxwire website. Upon termination, you agree to pay any outstanding account balance to Voxwire within thirty (30) days of termination of your account.

6.2 Voxwire's Right to Terminate the Voxwire MeetingRoom:
Voxwire may temporarily suspend or permanently terminate your Voxwire MeetingRoom at any time without prior notice and additional recovery actions will be taken in the circumstance of realized damages, if Voxwire believes in its sole discretion that you have:

1. Failed to pay your bill when due. If you are disconnected for failure to pay, you may be charged a disconnection and/or a reconnection fee.
2. Violated the Acceptable Use Policy;
3. Violated the Privacy Policy;
4. Violated the Anti-Spam Policy
5. Violated any other provision of this Service Agreement.

For Voxwire customers violating these Terms and Conditions, no product purchase fees will be refunded (either in whole or in part) if your Voxwire MeetingRoom account is terminated or suspended.

6.3 Rights Upon Termination:
In the event that your account is terminated or cancelled, no refund, including any fees you have paid to us, will be granted; no online time or credits (for example, points in an online game) will be credited to you, nor can it be converted to cash or another form of reimbursement. Moreover, Voxwire will not be responsible for the return of data stored on our servers, such as web and e-mail servers.

You agree that Voxwire has no obligation to visit your office or home upon termination to reconfigure your computer.

7. Miscellaneous
7.1 Entire Agreement:
This Agreement and the schedules referenced in this agreement constitute the entire agreement with respect to the Voxwire MeetingRoom. This Agreement supercedes and nullifies all prior understandings, promises and undertakings, if any, made orally or in writing by or on behalf of the parties with respect to the subject matter of this Agreement. This Agreement is not intended to give and does not give any rights or remedies to any person other than you and us.

7.3 Governing Law:
This Agreement and all matters arising out of or related to this Agreement will be governed by the laws of the State of Texas, USA, without regard to conflicts of law provisions. You agree that the state and federal courts of Texas and the United States of America alone have jurisdiction over all disputes arising under this Agreement and you consent to personal jurisdiction of those courts.

7.4 Severability:
If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permitted by law.

7.5 Changes to the Agreement:
Voxwire may change, amend, alter, or modify this Agreement at any time. Voxwire may notify you of any change either by posting that change at www.Voxwire.com, by sending you an e-mail or by regular mail. If you continue to use the Voxwire MeetingRoom after notice has been made of a change, you agree to accept those changes.

7.6 No Assignment:
You may not assign this Agreement or your rights or obligations under this Agreement without our prior written consent.

7.7 Export Controls
The Voxwire MeetingRoom may not be re-exported, downloaded or otherwise exported into (or to a national or resident of) any country to which the United States has embargoed goods, or to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Denial Orders. By installing the Program, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

7.8 Legal and Ethical Enforcement:
Voxwire will fully cooperate with law enforcement in investigating or requesting information with respect to suspected criminal or other activity and, notwithstanding any provision herein to the contrary, may release your name and other information to the appropriate authorities for that purpose, with or without a subpoena. In addition, Voxwire has the right, but not the obligation, to initiate its own review of the conduct of any user, either independently or as a result of a complaint by a third party user. Any investigation undertaken by Voxwire would include all steps that Voxwire deems appropriate in its sole discretion and the results of any such investigation could be disclosed to one or more appropriate parties.

7.9 Waiver:
Except as otherwise provided herein, the failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.