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<TITLE>Vivox Acceptable Use Policy</TITLE>
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<H1>Acceptable Use Policy (AUP)</H1>
<OL>
<LI><P>BACKGROUND: Users of the online
voice services provided by Vivox, Inc. (“Vivox”) (the
“Service”), through the act of utilizing the Service, agree to
adhere to this Acceptable Use Policy (the “Policy”). Vivox
reserves the right to immediately terminate a users access to the
Service if the user engages in any of the activities prohibited by
this Policy or uses the Service contrary to this Policy. Each user
is responsible for all activities conducted under its account. The
user is also responsible for adhering to any policy set forth by any
other service provider accessed through the Service; Vivox, and its
suppliers and providers, assume no responsibility or liability for a
users failure to comply with the Policy. The user acknowledges
that Vivox may have access to information about or provided by the
user, including diagnostic information sent automatically after a
problem or error, and agrees to such access and use.</P>
<LI><P>PROHIBITED USES AND ACTIVITIES:
Users shall not provide inaccurate or misleading information to
Vivox or use the Service to: (i) access any other person's computer
or computer system, software, or data without their knowledge and
consent; or breach the security of another user; or attempt to
circumvent the user authentication or security of any host, network,
system, or account, which includes, but is not limited to, accessing
data not intended for the user, logging into or making use of a
server or account the user is not expressly authorized to access, or
probing the security of other hosts, networks, or accounts; or use
automated means (such as robots and spiders) to obtain information
from Vivoxs website or, though it, from other websites; (ii)
interfere with computer networking or telecommunications service to
any user, host or network, including, without limitation, denial of
service attacks, flooding of a network, overloading a service,
improper seizing and abuse of operator privileges and attempts to
&quot;crash&quot; a host; (iii) violate the rules, regulations, or
policies applicable to any network, server, computer database, or
service that accessed by the user; (iv) transmit, re-transmit, or
store any content or to engage in any activity that infringes the
intellectual property rights or privacy rights of Vivox or any
individual, group or entity, including but not limited to any rights
protected by any copyright, patent, trademark, trade secret, trade
dress, right of privacy, right of publicity, moral rights or other
intellectual property right now known or later recognized by
statute, judicial decision or regulation; (v) host, post, transmit,
or re-transmit any content or material that is threatening,
harassing, obscene, indecent, pornographic, hateful, malicious,
racist, defamatory, libelous, treasonous, excessively violent or
promotes the use of violence, or provides instruction, information
or assistance in causing or carrying out violence against any
government, organization, group or individual, or provides guidance,
information or assistance with respect to causing damage or security
breaches to or Vivox's network or to the network of any other
service provider; (vi) commit an act that constitutes a criminal
offense, gives rise to civil liability, or otherwise violates any
applicable local, state, federal or international law, or (vii)
encourage conduct that would constitute a criminal offense, give
rise to civil liability, or otherwise violate any applicable local,
state, federal or international law.</P>
<LI><P>SECURITY: In all cases, the user
is solely responsible for the security of any device or application
it chooses to connect to the Service, including any data stored on
or communications passed.&nbsp;</P>
<LI><P>TRADEMARKS AND COPYRIGHTS.
“Vivox,” “Powered by Vivox” and similar marks are the
property of Vivox. All other names, graphics, logos, marks and trade
names used in connection with this Service, are the property of
their owners and suppliers and may not be used without permission
for any purpose. The copyright in the Vivox website and Service and
all related materials are owned by Vivox or its suppliers unless
otherwise stated.&nbsp;</P>
<LI><P><STRONG>DISCLAIMER OF WARRANTIES.
THE SERVICE IS PROVIDED &quot;AS IS&quot; AND &quot;WITH ALL
FAULTS,&quot; AND PROVIDER AND VIVOX HEREBY DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION (I) WARRANTIES OF
MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT, AND (II) ANY WARRANTIES CONCERNING THE SECURITY,
RELIABILITY OR PERFORMANCE OF THE SERVICE. Certain states prohibit
the disclaimer of warranties in certain cases, so the above may not
apply to all users in all instances.<BR><BR>THE DOWNLOADING OR
SUBMISSION OF ANY MATERIALS IS DONE AT THE USERS OWN RISK, AND
THE USER IS SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY
CONTENT, IMAGE, COMPUTER SYSTEM OR DATA THAT MAY RESULT FROM USING
THE SERVICE.</STRONG></P>
<LI><P><STRONG>EXCLUSION OF DAMAGES. TO
THE FULLEST EXTENT ALLOWED BY LAW, VIVOX SHALL NOT BE LIABLE FOR ANY
INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING INCIDENTAL, SPECIAL,
EXEMPLARY AND PUNITIVE DAMAGES, RESULTING FROM THE USE OR PROVISION
OF THE SERVICE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES IS KNOWN.
Certain states prohibit the limitation of liability in certain
cases, so the above may not apply to the user in all instances.</STRONG></P>
<LI><P>ENFORCEMENT OF THIS POLICY: Vivox
does not routinely monitors the activity of Service accounts for
violation of this Policy. Vivox reserves the right at any time to
monitor usage, transmissions, and content from time to time to
operate the Service; to identify violations of this Policy; and/or
to protect the network, the Service and/or other users. If the
Service is used in a way that Vivox, in their sole discretion,
believe violate this Policy, it may take any responsive actions they
deem appropriate, including, but are not limited to, the immediate
suspension or termination of all or any portion of the Service.
Vivox will have no liability for any of these responsive actions.
These actions are not exclusive remedies and Vivox may take any
other legal or technical action deemed appropriate. The user
expressly authorizes Vivox to cooperate with (i) law enforcement
authorities in the investigation of suspected legal violations, and
(ii) any system administrators at other Internet service providers
or other network or computing facilities in order to enforce this
Policy. This cooperation may include making available personally
identifiable information about users to law enforcement or system
administrators. The failure to enforce this Policy, for whatever
reason or for no reason, shall not be construed as a waiver of any
right to do so at any time. The user agrees that if any portion of
this Policy is held invalid or unenforceable, such portion will be
construed consistent with applicable law as nearly as possible, and
the remaining portions will remain in full force and effect. The
user agrees to indemnify, defend and hold harmless Vivox and its
affiliates, suppliers, providers, and agents against all claims and
expenses (including reasonable attorney fees) resulting from users
engaging in any of the prohibited activities listed in this Policy
or resulting from users violating the Policy or any other posted
policy related to the Service. The foregoing user indemnification
will survive any termination of the users agreements with Vivox .</P>
<LI><P>ARBITRATION. Except for the right
of a party to seek equitable relief, any disputes arising under or
related to this Agreement (“Dispute”), excluding any Dispute
relating to the validity or infringement of any intellectual
property right, will be resolved by negotiation, mediation and, if
necessary, arbitration, as follows. The party raising such Dispute
will promptly advise the other party in writing describing in
reasonable detail the nature of such Dispute (“Notice of
Dispute”). The parties will negotiate in good faith to resolve the
Dispute, but if they have not done so within thirty (30) days, the
parties will submit the Dispute to a mutually agreed mediation
organization. If the parties are unable to resolve the Dispute
within sixty (60) days after delivery of the Notice of Dispute, then
the Dispute will be resolved by a single arbitrator in a final and
binding arbitration under the then current procedural rules of the
American Arbitration Association. All proceedings will be conducted
in the English language in Boston, Massachusetts. The arbitrator
will have no power to modify the terms or conditions of this
Agreement, or to award punitive damages. Any award rendered in such
arbitration may be enforced by either party in any Court of
competent jurisdiction.</P>
<LI><P>GENERAL TERMS. This Agreement is
governed by the laws of the Commonwealth of Massachusetts. No
agency, partnership, joint venture, employment or franchise
relationship is intended or created by this Agreement. This AUP
constitute the entire agreement between the parties concerning the
use of the Service. If any provision of this Agreement is found to
be unenforceable, it shall be deemed modified to the least extent
needed to make the provision enforceable; the remaining terms of
this Agreement shall remain in full force and effect. Vivox reserves
the right to disclose any information about any user as required by
a court order or as recommended by counsel in the context of any
action by any government entity or other third party.</P>
<LI><P>CHANGES TO THIS POLICY. Vivox may
revise its Acceptable Use Policy from time to time without prior
notice. Any changes will be presented in the latest version at the
Vivox web site. All revised copies of the Policy are effective
immediately upon a users first use of the Service after the
change has been posted.</P>
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