Please read this Service Agreement carefully. It governs your use of the ListCaller voice portal, Web site and message delivery service (collectively called the Service) provided to you by E2phone Technologies Corporation ("E2phone”).
Service

1.1. By becoming a subscriber of the Service you agree to accept the terms of the Agreement, whether or not you sign a copy of this Agreement. The term of agreement shall be one (1) year from your commencement of use of the Service.

Your Obligations
2.1. You agree to provide E2phone with accurate, current and complete information, to the extent required by E2phone for your registration as a subscriber of the Service or at any time thereafter, and to maintain and to update this information as required to keep it accurate, current and complete.

2.2. Each user will be assigned an account number and shall select a password. Access to the account shall require use of your password. You are responsible and liable for any activity by any person who uses your account or password. Other users of your account will be bound by this Agreement as if they were you. You are responsible for maintaining the confidentiality of your password and for any liability resulting from your disclosure of your password. You agree that, upon becoming aware that your password or account is (or possibly is) being used without authorization, you will immediately change your password and notify E2phone by sending e-mail to abuse@ListCaller.com.

2.3. You are responsible for obtaining and maintaining the equipment and telephone services necessary to access and use the Service and for any telephone charges associated with connecting to and using the Service. Connecting to the Service may cause you to incur long distance or additional charges on your telephone bill.

2.4. You agree not to use the Service for the delivery of any unsolicited promotions, including telemarketing or similar usage or any illegal or offensive messages. E2phone may, in its sole discretion, terminate delivery of any such content without notice. Messages in inactive or terminated accounts may be deleted in accordance with E2phone's policies. E2phone uses a variety of techniques to eliminate messages that E2phone believes are unsolicited, inappropriate or harmful. In doing so, E2phone may block or delete messages sent by you, even though such messages may not be unsolicited, inappropriate or harmful. You agree that E2phone is not responsible for any messages that are blocked or deleted for any reason and that you have no right, and E2phone has no obligation, to retrieve or access any such deleted or blocked messages. You acknowledge that E2phone may implement prioritization practices in connection with accessing the Service and that your ability to establish and maintain a connection to the Service may be limited, in connection with such practices or otherwise.

2.5. You agree that E2phone may establish general practices and limits concerning use of the Service. These may include, among others, the maximum number of days that undelivered messages will be retained by the Service, the maximum number of messages that may be sent from an account on the Service, the maximum length of any message that may be sent from an account on the Service, the maximum disk space that will be allocated on E2phone's servers on a subscriber's behalf, and the maximum number of times (and the maximum duration for which) a subscriber may access the Service in a given period of time.

2.6.You acknowledge that any limits E2phone establishes may differ for different portions of the Service, and in particular may be set at different levels for subscribers based on factors determined in E2phone's sole discretion, which may or may not include, among others, a subscriber's chosen service level, specific usage patterns, geographic location, the particular telecommunications carrier through which a connection to the Service is attempted or established, and/or a subscriber's participation in certain programs designed to generate revenues for E2phone. You also acknowledge that E2phone reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Content
3.1. You acknowledge that E2phone has the right (but not the obligation) to remove from its computer servers materials (including, without limitation, materials created, posted, uploaded or transmitted by you) that E2phone, in its sole discretion, determines to be in violation of the guidelines set forth in 2.4.

3.2 You further agree to maintain the confidentiality of lists that may be made available to you by other subscribers of the Service, treating them as if they were lists that you had created yourself.

E2phone Obligations
4.1. E2phone agrees to operate, maintain and enhance the Service on a “best efforts” basis. Our “best efforts” intention is to respond to equipment and/or network failures within two (2) hour and having trained technical staff available twenty-four (24) hour, seven (7) days a week basis to correct Service outages. Our tech support phone number will be hosted at the E2phone system. It will communicate your message to E2phone engineering staff for problem correction and response.

4.2. While E2phone is unable to control all the services that have a direct or indirect effect on the reliability of the Service (e.g., electricity, cooling, phone lines, Internet) it agrees to closely monitor these variables and use economically and reasonably available backup services, contingency plans and alternative suppliers.

4.3. E2phone agrees to protect the privacy of all information stored on its servers, including messages, names, phone numbers, and affiliations and billing data. Except as may be required by law, E2phone shall not knowingly release any such information to any third parties without your consent nor shall it use any such information for its own benefit.

4.4. E2phone acknowledges the trust you place in our company and our Service when you provide personal information, including your name, address, phone number, email address, credit card number and affiliation. E2phone agrees to use this information only for the express purpose for which it is provided and to protect the security of all such information by restricting access to those E2phone employees with a need to know.

Fees
5.1. As a subscriber of the Service you are solely responsible for any charges to your account and any activities conducted through your account. By using a credit card or other payment method to pay for any billable portions of the Service, you expressly authorize E2phone or its agents to charge all fees and other charges incurred in connection with your service to the credit card or other payment method you have designated, and such authorization will remain valid unless revoked by you pursuant to Section 8.2. If you use a credit card and E2phone does not receive payment from the card issuer or its agents, you agree to pay all amounts due upon demand by E2phone. Fees are non-refundable, except as otherwise provided in this Agreement.

5.2. You may change your designated payment method by calling the E2phone customer service number (which is 612-904-6656 x111 as of the date of this Agreement). E2phone reserves the right to accept other forms of payment or to modify the forms of payment it will accept. If E2phone elects to authorize alternative or additional methods of payment, your designation of such a method of payment will be deemed to be an authorization to E2phone to bill you, in a manner appropriate to your designated payment method, for all fees and other charges incurred in connection with your service.

5.3. If E2phone does not receive the amount of your account balance within 30 days of the applicable invoice date, amounts due shall bear interest from the due date of such balance at the lesser of one and one half percent per month (1.5 %) or the highest amount permissible by law. You will be liable for all attorney and collection fees arising out of E2phone's efforts to collect any unpaid balance of your account. If you believe that a billing error or discrepancy has occurred, you must notify E2phone within 90 days after the date of the relevant account statement from your credit card issuer or financial institution or such amounts will be deemed to have been accepted by you. Failure to report an error or discrepancy to E2phone within such time period shall be deemed to be a waiver by you of any such claimed error or discrepancy.

5.4. Your subscription to any billable portion of the Service will continue and renew automatically, unless terminated by E2phone or until you notify E2phone pursuant to Section 8.2 of your decision to terminate your subscription to a portion of the Service. E2phone reserves the right at any time to change its fees and charges for use of portions of the Service, to institute new or additional fees, and to change its policies, methods, and procedures with respect to pricing, billing, cancellations, and surcharges. E2phone will provide sixty (60) days notice prior to increasing the price you pay for the Service, You may obtain current pricing information for different service levels, as well as information about policies, methods and procedures with respect to pricing, billing, cancellation and surcharges (i) by calling the E2phone customer service number (which is 612-904-6656 x111 as of the date of this Agreement), (ii) through E2phone's Web site (www.listcaller.com), or (iii) by sending e-mail to billing@listcaller.com.

5.5. In addition to fees for your subscription to any billable portion of the Service, you agree to pay all sales, use, value-added, personal property or other governmental taxes or levies imposed on fees for the Service.

No Warranties
6.1. You agree that use of the Service is at your sole risk. You acknowledge that the Service is provided through the public switched telephone network, but that the PSTN is not owned, operated or managed by E2phone and E2phone is not responsible for the operation or maintenance of the PSTN.

6.2. With respect to messages delivered through the Service, E2phone(i) has no responsibility or obligation with respect to such deliveries, (ii) makes no warranties whatsoever (express or implied) with regard to any service (including, without limitation, warranties of accuracy, completeness, usefulness, merchantability, safety or fitness for a particular purpose), (iii) will not be a party to a transaction between you and any other user of the Service and (iv) will not be liable, under any circumstance, for any loss, cost or damage arising directly or indirectly from any act or omission of any person; except to the extent the foregoing may not be disclaimed under law. E2phone does not assume liability to subscribers or others for any failure to enforce this Agreement.

6.3. E2phone AND ITS PARTNERS DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE NOR MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE SERVICE. E2phone DOES NOT GUARANTEE CONNECTIVITY AT ANY TIME, FOR ANY LENGTH OF TIME. THE SERVICE IS PROVIDED ON AN "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES WHATSOEVER (EITHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLE OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. E2phone DOES NOT WARRANT THAT E2phone SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY E2phone SERVICES IN PARTICULAR. NO ORAL ADVICE OR WRITTEN (INCLUDING ELECTRONIC) INFORMATION PROVIDED BY E2phone, ITS EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS OR AUTHORIZED USERS WILL CREATE A WARRANTY, NOR SHOULD YOU RELY ON ANY SUCH ADVICE OR INFORMATION.

6.4. UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE AND FUNDAMENTAL BREACH) WILL E2phone OR ANYONE ELSE INVOLVED IN PROVIDING THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES FROM OR THROUGH THE USE OF OR INABILITY TO USE THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR MESSAGES, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. E2phone's MAXIMIUM LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICE WILL BE THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU DURING THE PRIOR YEAR, IF ANY. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT. IN JURISDICTIONS WHICH RESTRICT LIMITATION OF LIABILITY PROVISIONS, E2phone's LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification
You agree to indemnify and hold harmless E2phone and its affiliates and their respective officers, directors, employees and agents against any liability, damages or other expenses (including attorneys' fees and costs) arising from your use of the Service (including, without limitation, your creation of messages for delivery to other parties).

Termination
8.1. Either party may terminate this agreement with sixty (60) days written notice. Upon termination, you will have no right to continue to use the Service or access any stored content on the Service. You acknowledge that if an account on the Service is terminated, any messages created prior to or after termination of your account may be deleted from the Service.

8.2. Upon termination, you will remain liable for any fees, including customization and set up charges incurred prior to termination or to which you committed at the time of registration. If you are dissatisfied with this Agreement or any terms, policies, or practices of E2phone in operating the Service, any features available through the E2phone Service, or any change to any of the foregoing, your sole recourse is to cancel your service.

Miscellaneous
9.1. The failure of either you or E2phone to insist upon or enforce strict performance by the other of any provision of the Agreement will not be construed as a waiver of any provision or right. Neither the course of conduct between you and E2phone nor trade practice will act to modify any provision of the Agreement.

9.2. If any provision of this Agreement is held to be unenforceable for any reason, that provision will be reformed only to the extent necessary to effect the original intentions of the parties, and the remainder of this Agreement will remain in full force and effect.

9.3. This Agreement and its enforcement will be governed by, and construed in accordance with, the laws of the State of Minnesota, without regard to conflicts-of-law principles. You consent to the exclusive jurisdiction of the state and federal courts situated in the State of Minnesota in connection with any action arising under this Agreement or relating to the Service, and to having any judgment or order from such jurisdiction recognized in any other court, tribunal or other governmental body in order to have the same enforced against you. Any cause of action brought by or on behalf of you with respect to this Agreement or the Service must be commenced within one year after the claim or cause of action arose.

9.4. Information for California Residents. Under California Civil Code Section 1789.3, users that are residents of California are entitled to the following consumer rights information: the Complaint Assistance Unit of the Division of Consumer Services may be contacted in writing at 400 R Street, Suite 1080, Sacramento, CA 95814 or by telephone at (916) 445-1254.

9.5. For the purposes of this Agreement, references to including shall mean "including, without limitation."

9.6. Notices, demands and other communications provided for hereunder shall be in writing and shall be given by personal delivery, via facsimile transmission (receipt telephonically confirmed), by nationally recognized overnight courier (prepaid), by certified or registered first class mail, postage prepaid, return receipt requested, sent to each party, at such address as each party may designate by written notice to the other. In addition, notice of change in pricing for the Services or adoption, changes or modification of use limitations or other regulations of the Services, may be made by E2phone by posting and maintaining notice of such change, adoption or modification, including the date of posting and the effective date of the change on E2phone’s website in a reasonably prominent manner.