Thank you for being a Voice Assist subscriber. Your use of this account confirms your consent to the following terms and conditions of use.

These Terms of Service for Voice Assist, Services (these "Terms of Service") together constitute a legal agreement between you (an individual, not an entity)("Subscriber") and SpeechPhone, a Delaware Limited Liability Company and VoiceAssist LLC., a California limited liability company with respect to your use of Voice Assist (the Service).

Registration; Updated Information

Subscriber is hereby identified as the individual, whose legal name has been entered on this form. Subscriber hereby confirms that it has provided current, true, accurate and complete data to Provider in the application for the Service, as of the time of subscribing. Subscriber consents to Provider distributing its registration data to third parties solely for purposes of technical and other support services, in all events, relating to the provision of the Service to Subscriber, and as required by law or in the event Subscriber grants Provider the right to so provide such information to other third parties. Acceptance of this Agreement and your continued use of the Service shall constitute your consent to the Privacy Policy and Provider's limited use of your personal information as more fully set forth in the Privacy Policy found at www.voiceassist.com/html/common/PrivacyForm.aspx.

Agreement; Modification.

This Agreement provides the obligations and rules for Subscriber and Provider. Please note that Provider may unilaterally modify the terms of this Agreement (including, to reduce or expand the level or the breadth of Service), in its sole and absolute discretion, at any time by posting the revised copy of this Agreement to the Provider's web site at www.voiceassist.com. Your continued use of the Service will confirm your consent to the terms and conditions of this Agreement as well as your acceptance of the changes Provider may make to this Agreement from time to time.

Right to Use; Ownership.

Provider will assign Subscriber a local telephone number or toll free number which is owned by Provider (Access Line). Subscriber shall have no right to sell, resell, port, reproduce, duplicate, copy, distribute, create derivative works or exploit for commercial purposes, the Service (or any portion thereof) or access to the Access Line, and shall not claim that it has any such right. All copyright or other intellectual property notices or legends shall not be removed from any Service material and no right to use any trademark is granted under this Agreement. Title, ownership, rights, and intellectual property rights in and to the Services shall remain in Provider and/or its suppliers. The Site and Services are protected by the copyright laws of the United States and other countries, and by international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Services shall be retained by the applicable content owner and may be protected by applicable privacy, copyright or other laws

Right to Terminate or Suspend Service; Restrictions on Use.

Provider reserves and retains the right to reduce, restrict, terminate or suspend, with or without notice to Subscriber, the provision to Subscriber of the Service (and terminate or suspend Subscriber's access to the Access Line) in the event Subscriber uses the Service in a harmful, offensive manner or otherwise in violation of this Agreement or applicable law, all in Provider's sole and absolute discretion. Without limiting the foregoing, Subscriber hereby acknowledges and agrees that it shall not:

• Use the Service for auto-dialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitation or polling);
• copy, reverse engineer or otherwise alter any aspect of the Service;
• Use the Service to distribute material which is libelous, defamatory, obscene, pornographic, threatening, abusive or hateful;
• Transmit any material that infringes the intellectual property rights of third parties or that contains any viruses or other harmful programs;
• Use the Service to violate Provider's security or the security of systems accessible through the Service;
• Attempt to cause harm to Provider or third-party equipment, software or processes used in connection with furnishing the Service;
• Create a false identity or otherwise purposefully mislead others as to the identity of the originator of any message;
• Attempt to gain unauthorized access to the Service, any telephone lines or other accounts, computer systems or networks through any means;
• Use or attempt to use the Service or the Access Line in a manner that is otherwise in violation of any United States (including with respect to the transmission of technical data or software to a foreign country), state, local or foreign law;
• Share the account with other individuals. A Voice Assist account is for individual use only.

In addition, Provider may reduce, restrict, terminate or suspend the Service if:

• Subscriber is found to have made a false statement to Provider in the registration process or subsequently thereto;
• Subscriber fails to make any payment due hereunder;
• Subscriber becomes insolvent or is the subject of bankruptcy proceedings;
• Subscriber breaches any part of this Agreement;
• Provider is unable to verify Subscriber's credit or other information; or
• Provider believes or suspects that Subscriber is not adhering to the restrictions on use noted above.

Limited Liability.

THE SERVICE IS BEING PROVIDED HEREUNDER "AS IS" AND "AS AVAILABLE" AND PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR PERFORMANCE OR ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. In no event shall Provider be liable for, and Subscriber hereby releases Provider, including its officers, directors, managers, investors, members, employees, consultants, vendors, attorneys, accountants and advisors, from liability, WHETHER OR NOT DUE TO THE NEGLIGENCE OF PROVIDER, for: Any act or omission of any provider of service or facilities other than Provider; Mistakes, omissions, interruptions, errors, failures to transmit, delays or defects in the service provided by or through Provider; Any damage or injury caused by, or allegedly resulting from, the presence or use of any wireless telephone or other service provided by Provider, including, but not limited to, the presence or use thereof in any vehicle or on any property; Claims made against Subscriber by third parties; Damage cause by any suspension or termination of Service by Provider; Damage caused by failures or delays in the provision of, or making calls to, 911 or any other emergency service, where such service is available; or Any damage or injury arising from alleged negligence or willful misconduct of any third party, or including, without limitation, any directory assistance or internet service Provider. Provider shall not be liable for any indirect, punitive, special, incidental or consequential losses or damages you or any third party may suffer or incur caused by use of, or inability to make use of, the Service or equipment provided by or through Provider, such as, but not limited to: Loss of business, revenue or profits; Damages or losses as a result of your inability to fulfill agreements with third parties; Claims of personal injuries; or Injury to goodwill.

PROVIDER'S SOLE LIABILITY, IF ANY, FOR LOSS OR DAMAGE ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS OR ANY OTHER CAUSES, INCLUDING THE NEGLIGENCE OF PROVIDER, SHALL BE LIMITED TO AN AMOUNT EQUAL TO ONE MONTH'S SERVICE FEE FOR THE SERVICE PROVIDED HEREUNDER.

To the full extent permitted by law, Subscriber hereby releases, indemnifies, and holds Provider, including its officers, directors, managers, investors, members, employees, consultants, vendors, attorneys, accountants and advisors harmless from and against any and all claims of any person or entity for damages of any nature arising in any way from or relating to, directly or indirectly, the Service provided by Provider or any person's use thereof, INCLUDING CLAIMS ARISING FROM, IN WHOLE OR IN PART, THE ALLEGED NEGLIGENCE OF PROVIDER, or any violation by Subscriber of the terms and conditions of this Agreement. This obligation of Subscriber shall survive the termination of provision of the Service hereunder. Provider is not liable to Subscriber for changes in operation, equipment or technology that cause Subscriber's equipment or software to be rendered inoperable, obsolete or require modification.

Service Interruptions and Limitations.

Provider has selected telecommunications carriers to provide wholesale origination, transport and termination services for all of its subscribers and, therefore, the provision of the Service depends on various carriers, equipment, vendors and other circumstances which are not under the direct control of Provider. Subscriber acknowledges and agrees that access to the Access Line and the provision of the Service is subject to factors outside of Provider's control and that Provider will not be responsible for any unavailability of the Access Line or any inability of Subscriber to utilize the Service. Provider does not guarantee uninterrupted service. In addition, the quality of voice service may vary because of mobile access, lack of wireless coverage, weather conditions, radio frequency, satellite transmissions and other reasons outside of Provider's control. Subscriber acknowledges that any data or other information obtained though the use of the Service are at Subscriber's sole risk and discretion and Provider will not be liable for responsible for any damage to Subscriber or Subscriber's property.

Pass-code & Security.

Subscriber acknowledges that Provider has taken all reasonable precautions to protect the secure use of the Service by Subscriber utilizing an individual pass-code system. Subscriber will be assigned a temporary pass code, which it is entitled and encouraged, at any time, to change as many times and as desired without cost. Subscriber shall be responsible for protecting its private pass-code and will be solely responsible for any damage caused by unauthorized access of its Service. Provider may temporarily interrupt service if abnormal or excessive use is detected. You are responsible for all activities that occur in your account and you agree to notify Provider immediately of any unauthorized account use. Provider is in no way responsible for any loss or damages that you may incur as a result of any unauthorized use of your user account and password.

Payment for Service.

Subscriber understands that the Service is available on a pre-paid basis only. Subscriber understands and agrees that Provider or its designee is authorized to automatically debit Subscriber's checking account or credit card as indicated by the Subscribers request and authorization contained in this form. Provider and its designee shall debit the Subscriber bank or credit account, as applicable, monthly on the anniversary of initial subscription or plan change. If the debit transaction fails to be approved by Subscriber's bank and or credit company, Provider may interrupt service or, at its sole and absolute discretion, terminate service for non-payment. Failure to restore access with a valid checking account or credit card within ten (10) days will result in automatic termination of service without re-instatement unless the Subscriber agrees to pay and does pay a $25 re-activation fee within thirty (30) days of termination of service. After thirty (30) days the subscriber number maybe re-assigned to another subscriber.

Service Plan.

The Service Plan will be billed as a Fixed Monthly Service Charge (FMSC). A specific amount of outbound calling minutes and feature usage are included with each package, as documented at www.voiceassist.com/html/common/PlansForm.aspx. FMSC will automatically be debited from subscribers account on the monthly anniversary of the initial paid plan subscription.

Rate Subject to Change. Provider reserves the right to change the FMSC charged for on-going access to this service with ten (10) days written notice to Subscriber. Notice shall be deemed automatically given when new rates are posted at www.voiceassist.com/html/common/PlansForm.aspx. All rate changes posted will automatically become effective on the next billing cycle for all subscriber's on a specific Rate Plan.

Unlimited Usage Plans.

Unlimited use plans are bound by average use by the population of subscribers using the plan. If any one subscriber exceeds 25% over and above the average usage of the population of subscribers then their account is subject to investigation for fraudulent use outside these terms and conditions. SpeechPhone reserves the right to terminate or charge the user for fraudulent or excessive use.

Termination

Subscriber can terminate their service at any time, by unsubscribing through their online account administration. Subscriber will not be eligible for any refunds for unused partial months.

Attorneys Fees / Cost of Enforcement.

In the event either party brings an action in a court of law, the prevailing party shall be entitled to reasonable attorney's fees plus collection costs, if any, plus interest and/or late fees to the maximum amount permitted by law.

Choice of Law; Venue.

This Agreement shall be become effective once submitted or accepted electronically via the internet ,when accepted by Provider as approved. If any action is brought in a court of law, the laws of the State of Delaware shall apply; however, Provider shall have the right to choose venue in Southern California, or Delaware at its discretion based on the local resources available.

Entire Agreement.

This Service Agreement shall constitute the entire agreement between the parties with respect to the subject matter contained herein, shall supersede any and all previous agreements either written or oral and shall continue in full force in effect unless or until the parties enter into a subsequent written agreement duly authorized and signed by the parties hereto and evidenced by the date affixed therein. No other agreements either oral or written shall be deemed valid or of any force of affect unless duly signed by the authorized parties hereto as evidenced by duly executed copies in duplicate.

General.

Provider expressly reserves and retains all rights it may have in law or equity which are not expressly granted under this Agreement. The Service may not be assigned, licensed, leased or otherwise transferred by the Subscriber to any third party.