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VoiceInMail's Terms of Service IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU CHECK "I ACCEPT", OR USE ANY PART OF THE VoiceInMail SYSTEM OR SERVICES, YOU ARE AGREEING TO THESE TERMS OF SERVICE, IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO, OR WILL NOT COMPLY WITH, THESE TERMS OF SERVICE, CLICK THE "CANCEL" BUTTON TO CANCEL YOUR REGISTRATION FOR VoiceInMail. 1. THE VoiceInMail SERVICE As used in this agreement, the "Service" means VoiceInMail's Internet- and telephone-accessible e-mail transmission system, including, without limitation, associated message transmission, encryption and synchronization applications. Baxter Technologies, Inc. ("BTI") owns and operates the VoiceInMail website and service. All references to VoiceInMail in the following text shall be deemed to include and apply to Baxter Technologies, Inc. 2. THE USER'S RESPONSIBILITIES The user is solely responsible for obtaining, installing and maintaining all computer hardware and software, as well as all telecommunications equipment, needed to access the Service, and for paying all access charges (e.g., Internet service, telecommunications service, cell phone charges, etc.) that incurred in connection with his or her use of the Service. The user is responsible for maintaining the security of his or her password and security code, and for all uses of the Service under his or her account. 3. GENERAL VoiceInMail reserves the right at any time to alter, modify, change or discontinue any aspect of the Service, including but not limited to the content, hours of availability, and equipment or software needed for access to or use of the Service. The user understands and agrees that the Service is provided to him or her exclusively under the terms offered by VoiceInMail. By completing the registration process, the user is stating that he or she is an adult (18 years or older), that he or she has read and understood the Termsof Service, and that he or she agrees to be bound by them. VoiceInMail reserves the right to terminate the user's account at any time for any reason, including if Voice-In-Mail learns that the user has provided false or misleading registration information, has violated the Terms of Service or has used VoiceInMail for purposes of harassment or otherwise in violation of any law. Voice-In-Mail makes no warranties, representations or guarantees regarding the continuing availability of the Service or any portion thereof. 4. USE OF PROPRIETARY SOFTWARE; DISCLAIMER Subject to the terms and conditions of this Agreement, VoiceInMail grants the user a personal, non-exclusive, revocable license (which may not be sub-licensed, assigned, leased or otherwise transferred unless the consent of VoiceInMail shall first be obtained in writing from Baxter Technologies, Inc.) for use of its proprietary software, as made available for download from the website http://www.VoiceInMail.com or otherwise provided by VoiceInMail, in object code form only (the "software"), and subject to the terms and conditions of this Agreement (as the same may be amended by VoiceInMail from time to time in its sole discretion) and any user documentation published by VoiceInMail from time to time. In addition, you may transfer a single copy of the software to one or more co-worker(s) for the sole purpose of facilitating your use of the Service at times when your primary computer is not connected to your network; provided, that such co-worker agrees in writing to be fully bound by all terms of this Agreement and VoiceInMail is promptly notified as to the identity of such transferee and the execution of such agreement. The user will not, (a) directly or indirectly, reverse engineer, de-compile, dis-assemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the software; (b) modify, translate, or create derivative works based on the software; (c) copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software; (d) use the software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (e) remove any proprietary notices or labels on the software, or (f) authorize or assist any third party to do any of the foregoing. As between the parties, you acknowledge that VoiceInMail and its licensors retain all right, title and interest (including all copyright, patent and other proprietary rights) in and to the Service and all software and other materials provided by VoiceInMail hereunder. Upon termination of this Agreement for any reason, this License will terminate and the user will delete and cease to use the software. THE SOFTWARE AND ACCESS TO THE SERVICE IS PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND IN THIS AGREEMENT. BAXTER TECHNOLOGIES, INC. AND VoiceInMail MAKE NO WARRANTIES REPRESENTATIONS OR GUARANTEES WITH RESPECT TO THE FUNCTIONING OF THE SERVICE TO THE EXTENT THAT THE SAME MAY BE DEPENDENT UPON SYSTEMS OR TECHNOLOGIES NOT OWNED OR CONTROLLED BY THEM, INCLUDING BUT NOT LIMITED TO UTILITIES, TELEPHONE LINES OR SYSTEMS OR SATELLITES. 5. RESTRICTIONS AND POLICIES The user will only use the Service for lawful purposes, in compliance with all applicable laws and regulations of governments having jurisdiction, including, without limitations, copyright, trademark, obscenity, laws, defamation laws, and harassment statutes, communications statutes or any other criminal or civil laws. Further, the user shall not use the Service to: (a) transmit spam, chain letters, junk mail or distribution lists to any person who has not given specific permission to be included in such a process, (b) transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind, (c) attempt to compromise the security of any networked account or site, (d) make any threats of physical harm, or (e) download, store or transmit material that infringes on any third party's copyright, trademark or other proprietary right. The user hereby agrees to defend, indemnify and hold harmless Baxter Technologies, Inc. and VoiceInMail, its affiliates, officers, directors, employees and representatives from and against any claim or action that arises from his or her use of the Service in an unlawful manner or in any manner otherwise inconsistent with the restrictions and policies stated herein. 6. PRIVACY It is VoiceInMail's policy to respect the privacy of its subscribers and to make reasonable efforts to protect the same. The complete details of our privacy policy and our policy for use of your personal information is located at http://www.VoiceInMail.com. Notwithstanding the foregoing or anything to the contrary contained in our Privacy Policy,Voice-In-Mail reserves the right to access, use, transmit, copy, adapt, publicly display, perform, cache and disclose any information, data, graphics, video, sound, files and other content created by, provided by, or accessed by the user ("Content") in order to comply with applicable laws and government requests, to operate its business properly, or to protect itself. This may also include disclosing a user's name and other registration and identification information. VoiceInMail reserves the right, in its sole discretion, to remove any Content from its system but will be under no obligation to do so. VoiceInMail will fully cooperate with law enforcement authorities in investigating suspected lawbreakers, and reserves the right to report to such authorities any suspect activity of which it becomes aware. 7. SUPPORT VoiceInMail will provide the user with such support for his or her use of the Service as VoiceInMail, in its sole discretion, shall determine. Such support may be provided, at VoiceInMail's sole option, by e-mail, telephone or other method. Under no circumstances will VoiceInMail have any obligation to provide a user with hard-copy documentation, upgrades, enhancements, modifications, or toll-free phone support. 8. TERMINATION The term of these Terms of Service will commence upon the user's initial registration for the Service, and will continue thereafter unless and until terminated by you or VoiceInMail. Either party may terminate these Terms of Service immediately by notifying the other party. VoiceInMail may also terminate these Terms of Service immediately, without prior notice or liability, if you breach any of the terms or conditions hereof. To cancel the Service, you must contact VoiceInMail's via e-mail, fax, certified mail or telephone. VoiceInMail reserves the right to delete messages and other stored materials related to your account cancellation. Upon expiration or termination, you will immediately cease all use of the software and any documentation and return to VoiceInMail or destroy all copies of the software and any documentation. Except for the License granted in Section 4, and except as otherwise expressly provided herein, all sections of these Terms of Service which would reasonably be construed to survive termination shall survive termination, including, without limitation, rights to payment accruing prior to termination, warranty disclaimers, and limitations of liability. Termination shall be in addition to all other rights and remedies that VoiceInMail may have available at law or in equity in any jurisdiction 9. WARRANTY DISCLAIMER THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND VoiceInMail DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES ARISING BY TRADE USAGE OR COURSE OF DEALING. SOME STATES MAY NOT PERMIT DISCLAIMER OF CERTAIN WARRANTIES, AND THE ABOVE LIMITATION MAY NOT APPLY TO USER'S IN THOSE STATES. 10. LIMITATION OF LIABILITY VoiceInMail's TOTAL LIABILITY, IF ANY, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY YOU TO VoiceInMail FOR THE SERVICE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY. VoiceInMail AND ITS LICENSORS WILL NOT BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF COVER), WHETHER OR NOT FORESEEABLE AND EVEN IF VoiceInMail HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. 11. EXPORT CONTROL The user may not remove or export from the United States or allow the export or re-export of any part of the software or applicable documentation, if any, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. 12. U.S. GOVERNMENT RESTRICTED RIGHTS The software and documentation licensed under this Agreement are "commercial items" as defined U.S. Federal Acquisition Regulations ("FAR"), and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 13. MISCELLANEOUS a) The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder; rather the same shall be and remain in full force and effect. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The user may not assign, transfer or sub-license his or her rights hereunder without the prior written consent of Baxter Technologies, Inc. and VoiceInMail. b) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS TO THE CONTRARY. c) The user irrevocably consents to personal jurisdiction and venue in the state and federal courts located within the State of Florida, with respect to any suit or other action arising hereunder, and will not commence or prosecute any suit or action in any other court or jurisdiction. d) This Agreement represents the complete and exclusive statement of the mutual understanding of the parties and supersedes any and all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in writing signed by both parties, except as otherwise provided herein. e) No agency, partnership, joint venture, or employment is created as a result of this Agreement and the user does not have any authority of any kind to enter into or assume any liability or obligation on behalf of Baxter Technologies, Inc. or VoiceInMail in any respect whatsoever. f) All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 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