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WHILE INNOMEDIA'S PRODUCTS, AD CAMPAIGNS AND MARKETING MATERIALS MAY BE VIEWED BY CHILDREN, THE SITE AND TELEPHONY SERVICES ARE NOT DIRECTED TO CHILDREN. USERS UNDER 13 YEARS OLD ARE NOT PERMITTED TO ACCESS THIS SITE OR THE TELEPHONY SERVICES.

INNOMEDIA TELEPHONY SERVICE
InnoMedia agrees to furnish Telephony Service to you in accordance with the coverage areas selected by You subject to the terms of this Agreement. Note, InnoMedia may modify the terms and conditions of this Agreement, including Telephony Service coverage areas, rates, and discontinuation of Telephony Service in its sole discretion upon notice to You published through the Site or sent to You by electronic mail. Your continued use of the Telephony Service following such notification shall be deemed your acceptance of any such modifications.

You acknowledge and agree that the Site and Telephony Service may become temporarily unavailable for a number of reasons, including but not limited to, capacity constraints, transmission limitations, equipment modifications, upgrades, relocations, and repairs. You hereby release InnoMedia from any and all liability arising directly or indirectly out of or in connection with any such Site and/or Telephony Service interruptions.

Telephony Account Registration and Payment
Telephony Services are provided on a prepaid, subscriber only basis. To activate an account, You must provide the information requested on the Account Setup page. Advance credit card prepayment is required for account activation and all subsequent Telephony Service. Unless required by law, subscriber accounts shall not bear interest. Your prepayments shall be credited to Your account in full upon InnoMedia's receipt thereof. Upon request, account balances shall be credited to the subscriber's credit card in a pro-rata amount equal to any unused account balance remaining at the time of request. In the event of a cancellation or termination of Telephony Services, remaining Account balances shall be refundable in InnoMedia's sole discretion on a case by case basis. Accounts may be initiated and recharged on a basis and in an amount determined from time to time in accordance with InnoMedia's internal operational procedures. You hereby acknowledge and agree that the information You provide to InnoMedia or its representatives is truthful and accurate and You authorize InnoMedia to inquire about Your credit history and the accuracy of the information provided.

By activating an account, You hereby agree to pay any and all fees, service charges, taxes and any other charges ("User Fees") directly or indirectly incurred in connection with Telephony Services provided on behalf of Your account. Consistent herewith, You hereby authorize InnoMedia to directly charge any and all User Fees to the credit card on file for Your account.

In the event a payment is returned for any reason including but not limited to insufficient funds, You will be subject to a processing fee of twenty-five dollars ($25.00).

Telephony Subscriber Conduct
You shall use the Telephony Service for personal, non-commercial lawful purposes only. You shall not communicate through the Telephony Service any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without InnoMedia's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by You that in InnoMedia's discretion restricts or inhibits any other subscriber from using or enjoying the Telephony Service will not be permitted. You shall not use the Telephony Service to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other telephony service competitive with InnoMedia. Subscriber accounts cannot be transferred or used by anyone other than the registered Account subscriber. Concurrent use of an Account is prohibited. You are responsible for protecting the secrecy of your login identification and password. Please contact us immediately in the event the secrecy of you password becomes compromised as You are responsible for all User Fees incurred on behalf of Your account regardless of whether You authorized such usage.

Notwithstanding the foregoing, authorized partners and resellers may request that InnoMedia establish Accounts in the name of the reseller or partner, who will then recharge Accounts on behalf of their end user subscribers.

Risks of Telephony Service
As with most Internet applications, transmissions via the Telephony Service are subject to various risks. Although InnoMedia will take reasonable efforts to protect the confidentiality of the personal information You provide in the Account Setup, InnoMedia can not and does not guarantee the confidentiality of such information.

Furthermore, Telephony Service subscribers may be exposed to, among other things (1) unauthorized commercial and non-commercial invasions of privacy during, or as a result of, Service; (2) system-threatening viruses and other unauthorized and invasive programs designed and transmitted by third-parties; (3) unauthorized dissemination and publication to others of information and material originally sent only to selected recipients on or through the Telephony system; (4) eavesdropping and electronic trespassing; (5) fraud and forgery; and (6) the failure of information and data to reach their intended destinations and/or the erroneous receipt or misdirection of such information.

Although InnoMedia's privacy and security features are designed to reduce these risks, InnoMedia cannot guarantee their elimination. You acknowledge and agree that no transmission via the Telephony Service shall be deemed confidential, and Your use of the Telephony Service constitutes Your acknowledgement and knowing assumption of the above described risks. If You do not wish to assume these risks, You may not use the Telephony Service.

In addition, unless created or produced by InnoMedia the information a subscriber accesses or receives by using the Telephony Service is not, and will not be, reviewed, controlled, verified, or endorsed by InnoMedia in any way. You specifically agree that InnoMedia shall have no liability or responsibility for subscribers' violation of third party rights or applicable laws.

All records, data, and other information in the possession, custody, or control of InnoMedia may be subject to disclosure, turnover, or inspection by governmental authorities or other third parties pursuant to court or administrative agency order, subpoena, or other compulsory process.

InnoMedia appreciates the potential dangers that the Internet poses to children. However, other than the information set forth in this Site and in this Agreement, InnoMedia assumes no control over the content of any communications via the Telephony Service. Accordingly, children under the age of 13 may not utilize the Telephony Service, and use of the Telephony Service constitutes your affirmative representation that you are at least 13 years of age. Furthermore, we strongly recommend that parents closely supervise any use of the Telephony Service by their children aged 13 or over. Consistent herewith, You specifically agree that InnoMedia shall have no liability or responsibility for your children's use of the Telephony Service.

Termination of Telephony Service
InnoMedia may terminate Your Account and access to the Telephony Service at any time, without prior notice, in the event InnoMedia determines in its sole discretion that you have failed to: (i) comply with the terms of this Agreement; or (ii) pay applicable Usage Fees when due.

You shall remain responsible for any Telephony Service charges incurred prior to such termination. Additionally, You shall also remain responsible for any charges incurred before or during any Telephony Service suspension of your Account resulting from Your failure to comply with this Agreement.

If You wish to cancel your Account, You must submit Your request to InnoMedia via e-mail, fax, or mail. You may contact us at:

USE OF CONTENT ON THE InnoSphere.NET SITE

Grant of Rights
InnoMedia hereby grants You a nonexclusive, non-transferable, limited right to access the Site and view and/or print content and documents found thereon for your personal, non-commercial use in accordance with the terms herein.

Site Obligations
In exchange for the limited rights granted You herein with respect to the Site, You hereby agree: (1) that all Site content shall be used by You solely for informational, non-commercial or personal use; (2) that You will not reproduce, copy, modify, adapt, display, perform, post, broadcast or exploit any Site content, including but not limited to any logos, graphics or images appearing on the Site, in any media without InnoMedia's prior written permission; (3) that You will not modify, adapt or alter any Site content in any manner whatsoever; (4) that You will refrain from using any device, software or technique that may interfere with the proper working of the Site; (5) that You will refrain from posting and/or transmitting to the Site any unlawful, fraudulent, harassing, libelous, or obscene information of any kind; (6) that You will refrain from posting and/or sending to the Site any information that contains a virus, bug, or other harmful item; (7) that You will refrain from posting and/or transmitting to the Site any information in violation of another party's Copyright or intellectual property rights; (8) that You will refrain from redelivering any Site content using "framing," hyperlinks, or any other technology without InnoMedia's prior written permission; (9) that You will comply with all laws, statutes, ordinances and regulations (including unfair competition, anti-discrimination or false advertising) regarding Your use of the Site.

Site Content Ownership
All content included on the Site including, but not limited to, graphics, logos, button icons, images, data compilations and software is the property of InnoMedia or its content suppliers and is protected under applicable Copyright, patent, trademark, trade dress and other proprietary laws. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download Copyrighted material for Your personal use only. Except as otherwise expressly permitted under Copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of InnoMedia and the Copyright owner. In the event of any permitted copying, redistribution or publication of Copyrighted material, no changes in or deletion of author attribution, trademark legend or Copyright notice shall be made. You acknowledge that You shall not acquire any ownership rights by downloading Copyrighted material.

InnoMedia, InnoSphere, InfoTalk, InfoAccel, InfoGate and each of their logos are trademarks of InnoMedia. All rights reserved.

InnoMedia respects the rights of all Copyright holders and in this regard, InnoMedia has adopted and implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders who infringe the rights of Copyright holders. If you believe that your work has been copied in a way that constitutes Copyright infringement, please provide InnoMedia's Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. §512:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the Copyright work claimed to have been infringed, or, if multiple Copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party; A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the Copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

InnoMedia's Copyright Agent for notice of claims of Copyright infringement on or regarding this site can be reached as provided herein.

Limited Warranty
INNOMEDIA MAKES NO REPRESENTATION OR WARRANTIES ABOUT THE SUITABILITY, FOR ANY PURPOSE OR USE, OF THE TELEPHONY SERVICE AND/OR SITE CONTENTS. YOU ACKNOWLEDGE THAT THE SITE AND TELEPHONY SERVICE ARE PROVIDED "AS IS, WITH ALL FAULTS" WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, THE QUALITY, PERFORMANCE OR FUNCTIONALITY OF THE SITE AND/OR TELEPHONY SERVICE OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH THE SITE AND/OR TELEPHONY SERVICE, OR THAT THE SITE AND/OR TELEPHONY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. INNOMEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability
IN NO EVENT SHALL INNOMEDIA BE LIABLE UNDER ANY SECTION OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) WHETHER OR NOT INNOMEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. INNOMEDIA SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY AND IN NO EVENT SHALL INNOMEDIA'S LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

Indemnification
You agree to defend, indemnify and hold InnoMedia and its affiliates, officers, directors and employees harmless from and against any and all losses, damages, liabilities and costs which do not directly result from InnoMedia's negligence, including reasonable attorneys' fees and court costs, arising from or related to any violation of this Agreement or any activity relating to Your use of the Telephony Service and/or Site or use of the Telephony Service and/or Site by any other person using Your Account.

Damages and Relief
You acknowledge and agree that Your breach of the terms herein will cause InnoMedia substantial damage. In the event of such breach, You hereby agree to compensate InnoMedia to the full extent allowed by law. Additionally, You hereby acknowledge and agree that, in the event of any such breach, InnoMedia shall be entitled to injunctive relief in addition to any and all other legal and equitable remedies.

InnoMedia Privacy Policy
Please review our Privacy Policy. This Policy also governs your use of the Site and the Telephony Service.

General
This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. The exclusive personal jurisdiction of and venue for all disputes arising out of this Agreement shall be the state and federal courts located in California, USA and you consent to such jurisdiction and waive all objections to such jurisdiction and venue. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be deemed omitted to the extent it is unenforceable and the remainder of this Agreement shall remain in full force and effect. Any failure of InnoMedia to enforce any provision of this Agreement shall not constitute a waiver of any rights under such provision or any other provision under this Agreement. InnoMedia shall not be liable for nonperformance or delay in performance caused by any event beyond its control including, but not limited to wars, hostilities, revolutions, riots, civil commotion, acts of God, national emergency, strikes, lock-outs, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, any law, proclamation, regulation, ordinance, or other act or order of any court, government or governmental agency or delays, unavailability, errors or other failures of the Internet or other data networks. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship shall be created by or through your use of the either the Site or Telephony Services. InnoMedia may freely assign its rights under this Agreement to any party at any time without notice to you. You may not assign this Agreement. This Agreement is the sole agreement between InnoMedia and you respecting the Service hereunder and supersedes any and all other agreements, either oral or in writing.

ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.