These terms and conditions and all supplements (hereinafter sometimes referred to as the "Agreement"), constitute a binding contract between you and Voicenet. Please take time to review them for they explain Voicenet's obligations to you, and your obligations to Voicenet when you use any of Voicenet's Services. By using any of these Services, you agree that your use of the Services and your access to the Internet, Voice Gateways, and other products and services of Voicenet are being provided in consideration of your agreement to abide by these following terms and conditions. They should be reviewed now and prior to each session because changes are made to them from time to time. For all purposes hereof, the term "Services" means and comprises all of Voicenet's products and services including, but not limited to, any one or more of the following: Internet access, Internet services (web, ftp, uucp, news, shell, e-mail, e-mail filtering, etc.), dedicated and dial-up circuits and services, DSL, network design and services, web hosting, web design, web and other filtering services, WebMail, e-mail forwarding, domain registration, training and consulting, technical support, telephony and Voice Over IP services, data storage and transmission, FaxLine, use of StoreSense and electronic commerce and related services.

I. Terms of Agreement.

1. To make your use of the Voicenet's Services as enjoyable as possible, in addition to the terms and conditions of this Agreement, Voicenet requires its subscribers to abide by the rules of conduct described in Voicenet's Online and Miscellaneous Policies (hereinafter sometimes referred to as "Voicenet's Online Policies"). You agree to abide by Voicenet's Online Policies and agree that those policies are incorporated into this Agreement by reference. Take the time to familiarize yourself with those policies and any changes that may be made to them from time to time.

2. Information concerning services, rates, and surcharges for using the Services, may be found at Voicenet's website ( www.voicenet.com ) or may be obtained by calling Voicenet's Customer Service at 1-800-835-5710. It is your obligation to review the information on this website on a regular basis as your are responsible for knowing its content.

3. You agree that Voicenet may: (1) revise the terms and conditions of this Agreement; (2) revise its billing rates and account surcharges, and; (3) revise the services provided under this Agreement at any time. Any such revisions will be binding and effective immediately on posting the revised Agreement on Voicenet's home page, or on notification to you by e-mail or United States mail.

4. You agree to review this Agreement and the Online Policies periodically to be aware of any revisions.

5. You agree that, by continuing to use the Access Services following notice of any revision to the Agreement or the posting of the revised Agreement on the Voicenet website (www.voicenet.com), you accept any such revisions and agree to abide by any such revisions.

6. Voicenet, reserves the right to distribute informative emails to our subscribers on an ad hoc basis that it feels is pertinent to the quality of our service. These announcements are predominately informative in nature and often provide our subscribers with notification describing changes, upgrades, and other critical information pertaining to this evolving medium.

II. Registration Information.

1. You agree to provide Voicenet with accurate, complete, and updated registration information. If you do not provide Voicenet with accurate registration information, you are not authorized to use the Services and your account may be terminated immediately.

2. YOU AGREE THAT BY USING THE SERVICES YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

III. Voicenet's Services.

1. Voicenet's Internet services (which specifically does not include telephony and/or Voice Over IP services) will provide you with: (1) unlimited interactive connectivity to the Internet through Voicenet's Internet backbone ( except for "800" service which is billed on a usage basis at the rate of $6.00/hr); (2) free customer technical phone support; (3) ISDN Internet access where available; (4) access to tens of thousands of newsgroups; (5) free personal web site (subject to directory space and data transfer limitations set forth below); (6) 10MB's of combined web and email space; (7) Website download data transfer allowance of up to 250MB's per month for personal accounts, 500MB's per month for commercial accounts, and variable MB's per month for virtual web accounts, depending on the type of account. Data transfers in excess of these amounts will be billed monthly at the rate of $25 per 500MB's or any portion thereof.

2. The Internet is not owned, operated, or managed by, or in any way affiliated with Voicenet or any of Voicenet's affiliates. The Internet is an international computer network of both Federal and non-Federal inter-operable packet switched data networks. Voicenet cannot and will not guarantee that the Internet Services will provide Internet access that is sufficient to meet your needs. You agree that your use of the Services and the Internet is solely at your own risk and is subject to all applicable local, state, national and international laws and regulations.

3. You agree that Voicenet retains the right, but not the obligation, to restrict or terminate your Services at any time, if Voicenet, in its sole discretion, determines that you are in violation of this Agreement. You agree that, if Voicenet determines that you are in violation of this Agreement, any restriction or termination of your Services will be effective immediately, without prior notice. You agree that Voicenet will have no liability to you for any restriction or termination of your Services pursuant to such violation.

4. You agree that if Voicenet terminates your account as a result of your violation of Voicenet's Online Policies, you forfeit any right to a refund of any prepaid account charges, such forfeiture being agreed to by you and Voicenet as liquidated damages and not as a penalty. You further agree that if you violate Voicenet's Online Policies, Voicenet may refuse to accept any application for renewal or re-subscription following cancellation."

5. You are responsible for verifying each time that the phone number you are calling the Internet through or using to access any of Voicenet's other Services ( including, but not limited to, telephony and Voice Over IP services), is a local and/or non-toll access number to you under the calling plan or contract with your telephone company. So that there can be no misunderstanding, you specifically agree that any telephone charges associated with your access to the Internet and other Services with Voicenet are solely your responsibility. Any local number look-up features or recommendations by Voicenet's employees as to local numbers are mere suggestions that may or may not be accurate. Thus, in every instance, the number and whether or not it is local and non-toll must be confirmed by you with your telephone company. VOICENET DOES NOT REIMBURSE OR PAY ANY TELEPHONE CHARGES FOR ANY REASON INCLUDING, BUT NOT LIMITED TO, A CLAIM THAT THE NUMBER WAS REPRESENTED AS BEING LOCAL OR TOLL FREE. WE REITERATE, IT IS CUSTOMER'S SOLE RESPONSIBILITY TO INVESTIGATE AND INSURE THAT THE NUMBER BEING CALLED IS LOCAL AND TOLL FREE.

6. You agree and understand, that the connection speeds stated by Voicenet and/or appearing in Voicenet's literature are based upon the specifications of the access equipment that Voicenet has installed at the POP (point-of-presence) location. The actual speed attained by you is dependent on many factors, most of which are outside of Voicenet's control. For example: the status and condition of the telephone circuit between your computer and the telephone central office that serves you; the equipment installed at the telephone central office; the status and condition of the Internet site you are accessing and the Internet service provider that serves that site; the number of other users throughout the world accessing that remote site at the time; the status and condition of the circuit at that remote site; the bandwidth serving the remote site; the congestion of the Internet in general; and your particular hardware and its configuration. For these and many other reasons, actual connection speeds are not and cannot be guaranteed by Voicenet.

7. MAIL FILTERING IS PROVIDED AS AN OPTIONAL SERVICE FOR THOSE CUSTOMERS OF VOICENET THAT DESIRE AND ELECT TO USE IT. IT IS NOT PERFECT AND WILL UNDOUBTEDLY FILTER OUT WANTED MAIL AT TIMES; FAIL TO FILTER OUT UNDESIRABLE MAIL; AND MAY EVEN RESULT IN THE LOSS OF MAIL. IT MAY ALSO AFFECT THE FUNCTIONALITY OF YOUR COMPUTER AND/OR NETWORK. IT IS PROVIDED "AS IS" AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.

IN NO EVENT SHALL VOICENET, ITS EMPLOYEES, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; LOSS OF BUSINESS OPPORTUNITY; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SERVICE, EVEN IF VOICENET IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8. Voicenet’s Virus Protection Policy. Computer viruses are spread by many means including email, LAN connections, and application programs on disks and CDs. Because of this, Voicenet strongly recommends that customers install and regularly run up-to-date anti-virus software to protect themselves against viruses and avoid their spread to other computers and networks.

Voicenet takes a proactive approach to email attachment viruses. As part of Voicenet’s Internet access, Voicenet currently provides an anti-virus email filter that scans inbound email attachments in real time as they pass through Voicenet’s mail servers. If a virus is detected, the cleaned email without the virus-infected attachment is sent to the intended recipient with the following message advising that a virus has been found and deleted:

"IMPORTANT NOTICE: A Virus has been found and removed from this email.

Anti-virus software has detected that this email message was infected
with name of virus . To protect our network and help prevent your
computer from receiving this virus, the following file or attachment has
been removed: name of attachment .

If you know the sender and believe that the inclusion of the virus was
inadvertent on their part, it is your option to contact them and have the
email resent ONLY after they have scanned it first for viruses.

Thank you,
Voicenet Support
support@voicenet.com "

In certain instances, where Voicenet is unable to isolate and remove the virus, the email itself may be deleted along with the virus.

This service is provided at no additional charge to Voicenet customers. There is, however, no guarantee or representation that we will be able to stop all known email viruses or that there will not be false positives from time to time resulting in the loss of non-virus infected attachments and even the email itself. For that reason, Voicenet makes it clear that IN NO EVENT SHALL VOICENET, ITS EMPLOYEES, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; LOSS OF BUSINESS OPPORTUNITY; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SERVICE, EVEN IF VOICENET IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Once again, properly maintained up-to-date anti-virus software on your own computer will provide the best protection and also detect viruses from sources other than email attachments.

For technical and business reasons that may arise, Voicenet expressly reserves the right to disable virus filtering and/or change this policy from time to time without notice to customer.

IV. Content of Communications.

1. The Services provide you access to information, communications, software, photos, video, graphics, music, sounds and other material and services located both on Voicenet's computer servers and on the Internet ("Content"). You agree that you must evaluate and bear the risks associated with the subject matter, accuracy, completeness or usefulness of any Content available to you on or through the Services.

2. You agree that Voicenet has the right, but not the obligation, to remove Content from Voicenet's computer servers (and servers on Voicenet's network) which Voicenet, in its sole discretion, determines to be in violation of this Agreement or Voicenet's Online Policies.

3. You understand and agree to the fact that, as a matter of policy, Voicenet does not pre-screen Content placed on Voicenet's computer servers by any of its subscribers. Voicenet does not have the practical ability to monitor, review, or restrict, prior to its transmission, Content on Voicenet's servers which may violate this Agreement or Voicenet's Online Policies. In addition, Voicenet cannot ensure the prompt editing or removal of any Content which may violate this Agreement or Voicenet's Online Policies after such Content has been posted on Voicenet's servers.

4. The Internet provides access to individuals who are not Voicenet subscribers. Voicenet does not have the capability to monitor, review, or restrict any Content made available by third parties on the Internet, nor to edit or remove any such Content after its posting on the Internet.

5. Please be advised that, despite Voicenet's efforts, you may receive Content which you consider to be inaccurate, defamatory, or otherwise offensive. You agree that Voicenet will not be liable for any action or inaction with respect to any Content posted on or through the Services and the Internet.

6. Furthermore you agree and understand, that although Voicenet may provide (at no cost or otherwise) web filtering and/or other filtering services, Voicenet cannot and does not make any warranties or representations whatsoever regarding the effectiveness of these systems, the Content so filtered, and whether or not they are suitable for any particular application.

7. Voicenet specifically reserves the right to make all decisions concerning its network and Services including, but not limited to: the location of POP's and other access points; the equipment to be installed at each POP and access point (including access equipment speeds and protocols); the deployment of upgrades and technologies; caching; backup procedures and policies (if any); and data retention policies.

8. It is Customer's exclusive responsibility to maintain backup copies of all web sites, content, files, mail and all other material and data that it may transmit over the Internet, store on any of Voicenet's servers or servers under Voicenet's control, and/or provide to Voicenet for any reason whatsoever. UNDER NO CIRCUMSTANCES SHALL VOICENET BE LIABLE OR RESPONSIBLE TO CUSTOMER OR ANY OTHER PARTY FOR LOST OR DESTROYED DATA AND FILES EVEN IF SAME WAS DUE TO VOICENET'S NEGLIGENCE.

V. Copyright and Other Rights.

1. The Services provide access to Content that is protected by copyrights, trademarks, intellectual property rights, and other proprietary rights ("Rights") of independent third parties who make such Content available on or through the Services.

2. You agree that your use of Content shall be governed by and be in accordance with all applicable laws and regulations, and by the specific restrictions placed on such Content by the owners or licensers of the Rights in such Content.

3. You agree not to post or transmit Content that is subject to another party's Rights, on or through the Services, without that party's express permission. Such posting or transmitting: (1) will result in termination of this Agreement, and; (2) may result in civil or criminal liability.

4. You agree to upload to software files, message boards, or otherwise post or transmit on or through the Services, only such Content that is not subject to any Rights, unless you have received express authorization to distribute such Content on or through the Services by the holder of such Rights.

5. You agree that by posting or transmitting Content to any public area (such as public chat rooms, message boards, newsgroups, webspace or software libraries) you are requesting Voicenet to make that material available to other Internet users and that such access will result in copies of your Content being transmitted to others. In order to permit Voicenet to publish your Content, you automatically grant, or represent that the owner of any such Content has expressly authorized you to grant, Voicenet a royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, publish, distribute, perform and display such Content (in whole or in part) worldwide to service your request.

VI. Software.

BY YOUR USE OF ANY OF Voicenet's SERVICES; BY OPENING THE "VOICENET INTERNET POWERPACK" PACKAGE; BY INSTALLING OR USING ANY SOFTWARE PROVIDES BY VOICENET; OR, BY CLICKING ON THE "YES" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS SERVICES AGREEMENT AND TO THE SOFTWARE USE AND LICENSING TERMS SET FORTH IN THIS SECTION VI. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON AND/OR RETURN THE PRODUCT TO VOICENET IMMEDIATELY WITH A LETTER CLEARLY STATING SAME .

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED FOR USE ONLY (i) WITH THE INTERNET SERVICES OFFERED BY VOICENET. IN CONJUNCTION WITH THE DISTRIBUTION OF THE SOFTWARE AND DOCUMENTATION AND (ii) IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. NO RIGHT OR LICENSE IS GRANTED TO USE THE SOFTWARE OR DOCUMENTATION WITH ANY OTHER INTERNET ACCESS OR OTHER NETWORK SERVICE.

1. GRANT. VOICENET grants to you a non-exclusive license to use the accompanying software product ("Software") and accompanying documentation ("Documentation") on the following terms:

You may use the Software only with the Services offered by VOICENET in conjunction with the distribution of the Software and Documentation and particular service for which it was bundled; use the Software on any single computer; use the Software on a second computer so long as the first and second computers are not used simultaneously; or copy the Software for archival or back-up purposes, provided any copy must contain all of the original Software's proprietary notices.

You may not: use the Software or Documentation in conjunction with any Internet access or other network service, other than Voicenet's Internet Service; permit other individuals to use the Software except under the terms listed above; permit concurrent use of the Software or Documentation; modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or Documentation (except to the extent applicable laws specifically prohibit such restriction); copy the Software or Documentation (except for back-up purposes); rent, lease, transfer or otherwise transfer rights to the Software or Documentation; remove any proprietary notices or labels on the Software or Documentation; or use the Software if you no longer use Voicenet's Internet Service.

2. SOFTWARE. If you receive your first copy of the Software electronically, and a second copy on media, the second copy may be used for archival purposes only. This license does not grant you any right to any enhancement or update.

3. TITLE. Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in VOICENET and/or its third party licensers. The Software is protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License gives you no rights to such content. To the extent that the Software and Documentation is provided by license from a third party licenser, such licenser is an intended third party beneficiary of this agreement and may directly enforce the terms of the agreement related to its software and documentation.

4. WARRANTY. As set forth below in Section VIII, VOICENET does not warrant that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure, and hereby disclaims any and all liability on account thereof. In addition, the security mechanisms implemented by the Software has inherent limitations, and you must determine that the Software sufficiently meets your requirements.

5. TERMINATION. The license will terminate automatically if you fail to comply with the limitations described above; cease to be a VOICENET customer; fail to comply with all other terms and conditions of this Access Service Agreement; and/or fail to pay all VOICENET charges as they become due. On termination, you must destroy all copies of the Software and Documentation.

6. EXPORT CONTROLS. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Yugoslavia, Iran, Syria or any other country to which the U.S. or U.K. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or in any such list.

In addition, if the licensed Software is identified as a not-for-export product (for example, on the box, media or in the installation process), then the following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO THE FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A FOREIGN PERSON.

VII. MISCELLANEOUS.

1. You agree that your use of the Access Service provides you access to proprietary features of Voicenet's Internet Access Service and of software provided by Voicenet's licensors.

2. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This agreement shall be governed by the construed under Pennsylvania law as such law applies to agreements between Pennsylvania residents entered into and to be performed within Pennsylvania, except as governed by Federal law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

3. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is VOICENET, 9810 Ashton Road, Philadelphia, PA 19114. If you are a unit or agency of the Government or are acquiring the Software and Documentation for any such unit or agency, the following apply:

(a) If the unit or agency is the Department of Defense ("DOD"), the Software and Documentation are classified as "commercial computer software" and "commercial computer software documentation", respectively, and, pursuant to DFAR Section 227.7202, the Government is acquiring the Software and Documentation in accordance with the terms of this agreement.

(b) If the unit or agency is other than DOD, the Software and Documentation are classified as "commercial computer software" and "commercial computer software documentation", respectively, and pursuant to FAR Section 12.212, the Government is acquiring the Software and Documentation in accordance with the terms of this agreement.

4. Customer acknowledges and agrees that any and all Services are subject to a credit review from time to time and that any application for Services is not binding upon the Voicenet until accepted by Voicenet. In performing any credit review, Voicenet may use any information obtained from Customer or from any credit reporting agencies and services.

5. Voicenet reserves the right to assign any one or more of the Agreements and/or the services and obligations provided thereunder. In the event of an assignment, Customer acknowledges and agrees that assignee will be solely responsible for all performance and obligations from the date of assignment forward.

6. If after billing and/or payment it is determined that at an error was made or that billing elements such as applicable taxes were omitted, it is understood and agreed by Customer that the appropriate adjustment may be made and a corrected invoice will be processed for payment of any balance due in accordance with normal billing procedures.

VIII. NO WARRANTY.

1.You agree that your use of the Services, the Software, and the Internet is solely at your own risk. You agree that the Services and the Software is provided on an "as is," "as available" basis without warranties of any kind, either express or implied unless such warranties are legally incapable of exclusion.

VOICENET MAKES NO EXPRESS WARRANTY AND ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT POSSIBLE BY LAW. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS WARRANTY.

2. With regard to all Services provided by Voicenet, Customer and Voicenet agree that Voicenet disclaims and is not responsible or liable for any direct, indirect, or consequential loss or liability (including specifically personal injury) resulting from any acts (or failures to act) of Voicenet and/or its employees, including, but not limited to: (1) loss of data; (2) loss of software or hardware; (3) loss of business or business opportunity; (4) loss or liability resulting from access delays or access interruptions; (5) loss or liability resulting from computer viruses; (6) loss or liability resulting from data non-delivery or data miss-delivery; (7) any other loss or liability resulting from the negligent acts and/or omissions of Voicenet or Voicenet's subscribers; (8) loss and liability resulting from any errors, omissions, or misstatements in any and all information, goods, or services obtained on or through the Access Service; (9) loss or liability resulting from partial or total loss of Services; (10) loss or liability of any kind or nature whatsoever in anyway related to telephone company or line charges; (11) personal injury, personal or business losses or interruptions, emotional injury, and/or consequential damages; and, (12) loss or liability resulting from acts of God.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL VOICENET OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY CHARACTER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY OTHER DAMAGES WHATSOEVER EVEN IF VOICENET SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. This limitation of liability shall apply to all liability for death or personal injury to the extent applicable law permits such limitation.

3. You agree that Voicenet's entire liability, and your exclusive remedy, with respect to your use of the Services, performance and acts (or inaction) by Voicenet, your use of the Software, and any breach of this Agreement is solely limited to (and in no event shall exceed under any legal or other theory of recovery) the amount you paid to Voicenet to use the specific part of the Services giving rise to said liability. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, Voicenet's liability is limited to the extent permitted by law.

IX. Indemnification.

1. You agree to defend, release, indemnify, and hold Voicenet, its affiliated companies and licensors, harmless from all liabilities, claims and expenses, including without limitation, reasonable attorneys fees, arising from breach of the Agreement, by use of, or in anyway directly or indirectly related to any Services, or connection with, the posting or transmission of any content by or through your account or the Services being provided.

2. You agree that Voicenet has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to Paragraph 1 of this section IX. In such event, you shall have no further obligations pursuant to Paragraph 1 of this section IX.

X. Termination.

1. You agree that Voicenet may terminate this Agreement and any Services with or without cause at all at any time.

2. You agree that your only right with respect to any dissatisfaction with any: (1) Agreement term, policy, or practice of Voicenet in the operation of or relating to any one or more of the Services; (2) Content available on or through the Services or change therein; (3) of the Services; or (4) amount or type of fees or billing methods, or change therein, is to terminate this Agreement in accordance with its terms.

3. You agree that Voicenet has the right, but not the obligation, to delete all programs, data, or other files on Voicenet's computer servers that are associated with your account at the time of termination.

4. Only the person whose name is on the account is authorized to: (1) use the account or Services with the exception of authorized additional POP mail boxes which may be used by the person or entity to whom they are assigned; (2) Change User ID and/or Password; or (3) Cancel an existing account.

5. You understand and agree that some restrictions may apply to your user ID selection and password selection.

6. The following are non-refundable: Web Design/Publishing Fees, Domain registration fees, Static IP charges, Sub Class C charges and Class C Charges, set-up fees, equipment fees, and telephone company or line charges, and shipping and handling charges.

7. A breach by Customer of any one or more of the Agreements shall, at Voicenet's option, be treated as a breach of all of the Agreements. In said event, Voicenet shall be under no further obligation to Customer to deliver any Services. It is understood and agreed that Sections V through and including X of "Voicenet's Services Agreement" survive termination of the Agreement.

8. Please refer to Section VI of Voicenet's "Online and Miscellaneous Policies" titled "Account Charges" for the procedure governing cancellation of services by Customer.

XI. Law.

1. You agree that this "Agreement", which includes the "Internet Telephone Supplement", the "Web Hosting and E-Commerce Supplement" and "Voicenet's Online and Miscellaneous Policies" comprise the entire understanding between Voicenet and you, and that together they supersede any prior agreements between you and Voicenet with respect to the subject matter of these agreements and Services rendered by Voicenet.

2. You agree that, if any portion of the Agreement is held invalid or unenforceable, that portion will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining portions will remain in full force and effect. The Agreement, except for the Section B of the Web Hosting and E-Commerce Supplement titled "E-Commerce" which is subject to California law, will be governed by the laws of the Commonwealth of Pennsylvania, excluding its conflicts of law rules. You and Voicenet each submit to the exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts of the Commonwealth of Pennsylvania.

Internet Telephone Supplement

In addition to the terms and conditions set forth in "Voicenet's Services Agreement", the "Web Hosting and E-Commerce Supplement", and "Voicenet's Online and Miscellaneous Policies" both of which apply to all of Voicenet's Services (including Internet Telephone Services), the following terms and conditions are specific to Voicenet's Internet Telephone Services and shall supplement the above two agreements:

I. General.

1. You represent and confirm that the name, telephone number(s) and address as set forth in your application for Voicenet's Internet Telephone, or given by you to obtain this service, is exactly as this information is listed with your local telephone company. You also understand that the accuracy of this information is important and must be kept up to date by you for, among other things, this information is used for authentication and billing purposes.

2. It is understood that Voicenet is not responsible for interfacing Internet Telephone services with you present PBX or other telephone system. Voicenet will, however, cooperate with your vendor in this endeavor and offer advice in these areas. In addition, Voicenet will also assist in supplying at their then current pricing (or through leasing programs that may be available) any necessary hardware for voice translation, transmission, and interfacing.

3. Customer agrees that Voicenet is not and shall not be responsible for any toll charges, long distance charges or other charges to your telephone bill including, but not limited to, any charges incurred to call the access telephone numbers for Voicenet's Internet Telephone services. To assist you, Voicenet provides Local Access Number search page at http://webreg.voicenet.com/vdu/lookup.asp . As with all other Voicenet services, however, it is Customer's sole and exclusive responsibility to determine whether or not the number being called to access any of Voicenet's services is a local or toll call by contacting their telephone company directly. The above search page is to be used as a guideline only and should not be relied upon.

4. At present, Internet Telephone Service does not provide for certain features such as "911" calling and "900" calling services. In addition, "800" ("888"; "877") calling service is not activated since there is no reason to use Internet Telephone Service to call a destination number that is free of toll charges anyway. An "800" access number, however, is available, for accessing Voicenet's Internet Telephone Service in areas where no local access numbers are available. Access through this number is provided to Customer at a higher per minute rate in order to cover the additional expenses incurred by Voicenet. As additional features become available, they will be published on Voicenet's website at http://www.voicenet.com . For specific information on current access numbers and what features are available, Voicenet Technical Support can be contacted at 1-800-835-5710.

II. Billing.

1. All telephone services will be billed at Voicenet's then current rates for same. Those rates will be published for your viewing at http://www.voicenet.com . In addition, your billing statement and record of calls will also be published at a secure web site that can also be found at http://www.voicenet.com . By use of a specific password that will be assigned to your account alone, you will be able to view all of your Voicenet Internet Telephone calls and the associated charges in near real time. At the end of each monthly billing period, these charges will be totaled and automatically billed to your credit card, thereby eliminating the hassle and added expense of paper bills and the need for you to pay by check. If you are a Voicenet commercial customer and you desire an alternative billing process, you should contact Voicenet's Billing Department at 1-800-835-5710 and inquire about alternative billing methods and any associated costs.

2. Voicenet calculates all rates at one-minute increments commencing upon the first use of any services being provided. If the total time of use is less than 20 seconds, however, no charges will be billed. Thus, the user can avoid charges for incomplete calls (such as "ring - no answer" and "busy signals") by terminating the call within that first 20 seconds.

3. Voicenet is authorized to bill you and/or charge your credit card and you agree to pay for all fees (including any applicable access or minimum fee) for the Services authenticated using your account number, pin number, and/or pre-authenticated telephone number(s) together with any federal, state, and local governmental taxes and assessments (including, but not limited to, sales and use taxes, excise taxes. and universal access fees) which now or in the future may be imposed on the Services and/or Voicenet related to these services, regardless of whether or not the Services being taxed have already been invoiced by Voicenet and paid for by Customer. You agree that the account will be considered delinquent and subject to immediate suspension if the credit card company refuses for any reason to pay the amount billed to it. You also acknowledge responsibility for all such charges until payment is made in full and that Voicenet may charge a late payment fee of 1.5% per month (or the highest allowed by law if lower than 1.5% per month) on any delinquent amount. It is further agreed that Voicenet may cancel or suspend all Services to you until all delinquencies are paid regardless of the cause for said delinquency.

4. It is understood that by issuing you an account and pin number (and authenticating one or more telephone numbers if you so request) you are agreeing to be responsible for all charges billed to your account using this authentication even if same is due to fraud, theft or misuse of the Voicenet's Internet Telephone services unless caused by the willful misconduct of Voicenet and/or any of its employees. Voicenet shall have the right, but not the obligation, to immediately suspend or terminate your Internet Telephone Services in the event Voicenet reasonably believes such Service is the subject of suspected theft or fraud. The failure to do so, however, shall not relieve Customer from the responsibility for payment of services so rendered.

5. If you believe that you have been billed incorrectly, you must contact Voicenet no later than five (5) days after the sooner of: (1) the close of the first billing statement in which the error or problem appeared; or (2) when the error or problem first appears on Voicenet's Billing Web Interface. Inquiries should be directed to the Voicenet's Billing Department, and should include all available information about the suspected error.

6. It is understood that by using Voicenet's Internet Telephone Service you agree to pay and be responsible for (in addition to the charges for the service itself) all current and future federal, state and local taxes and assessments and to abide by all laws, and regulations, rulings and orders of governmental agencies that may be applicable, and any tariffs which Voicenet may file with governmental authorities. You understand that Voicenet may terminate its obligations with regard to any or all Services if ordered to do so by a court or other governmental agency or if such order or ruling would, in Voicenet's sole opinion, make it burdensome to carry out its obligations and/or Services. You also understand that in many instances the appropriate agencies have not made rulings concerning all of the taxes and assessments that may be applicable to these Internet Telephone and Internet Telephone related services. As such you further agree and acknowledge your responsibility for payment of same and the related assessments when Voicenet reasonably determines same to be applicable, irrespective of whether or not payment in full for the Services so assessed has already been tendered by Customer and accepted by Voicenet.

III. Cancellation by Customer

1. To cancel an Internet Telephone account you must contact Voicenet's Customer Service Department at 800-835-5710 and receive a cancellation confirmation number. Accounts will be canceled within forty-eight (48) hours after said cancellation number is issued. Until said time of actual cancellation, however, you understand and agree that you are liable for all usage, fees and charges.

IV. Warranties and Limitation of Liability

1. Notwithstanding anything herein to the contrary, you agree that Voicenet shall not be liable to you or any other party for any failure of performance, direct or consequential damages, and/or personal injury regardless of its cause. As set forth above, the provisions contained in Voicenet's Services Agreement also apply to these Internet Telephone Services. All provisions shall be interpreted together so as to maximize protection in favor of Voicenet.

2. CUSTOMER AGREES THAT THE ENTIRE LIABILITY OF VOICENET OF WHATEVER NATURE ARISING OUT OF THE PROVISION OF THE INTERNET TELEPHONE SERVICE HEREUNDER SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PROPORTIONATE FIXED MONTHLY CHARGES TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR, OR DEFECT IN THE SERVICE OR EQUIPMENT, OR ANY OTHER EVENT OR ACTION GIVING RISE TO A CLAIM OCCURS. IN NO EVENT SHALL VOICENET BE LIABLE FOR SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, THE LOSS OF PROFITS, REVENUES OR DATA OR INACCURATE DATA, EVEN IF ADVISED OF THE FORESEEABILITY OF SUCH DAMAGES. YOU AGREE THAT VOICENET DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE INTERNET TELEPHONE SERVICE OR ANY EQUIPMENT PROVIDED BY VOICENET, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

V. ADDITIONAL PROVISIONS.

1. In addition to this "Internet Telephone Supplement", the terms and conditions set forth in "Voicenet's Services Agreement" and "Voicenet's Online and Miscellaneous Policies" ( the three documents sometimes herein referred to as the "Agreements") are incorporated herein as if fully set forth at length. In the event of a conflict, the terms and conditions of this "Internet Telephone Supplement" shall apply with respect to Voicenet's Internet Telephone Service.

2. It is understood and agreed that Sections II through and including V of the "Internet Telephone Supplement" survive termination of the agreement.





Voicenet's Online and Miscellaneous Policies

Voicenet's dedication to customer service means that Voicenet strives to maintain the Services that provide Voicenet's customers with an enjoyable experience, an experience that is free from interference by persons who use the Services in an improper or unlawful manner.

Voicenet's Online Policies address frequently asked questions regarding proper online conduct. These policies include information on: Voicenet's Account Charges; the Content of the Online Material that you may find on or through the Internet; purchasing Online Goods and Services through the Internet; and how to report complaints regarding the online conduct of another by using Voicenet's Complaint Response Procedures.

Voicenet's Online Policies, including the following list of Prohibited Activities, are part of your subscriber agreement. If you restrict or inhibit any other subscribers' use or enjoyment of the Services by engaging in any of the activities prohibited below, Voicenet may suspend or terminate your account.

As explained in your subscriber agreement, your use of Voicenet's Services must be governed by all applicable laws and regulations, including all applicable local, state, national, and international laws and regulations. In addition to other applicable laws, this includes all laws relating to copyright, trademark, obscenity, defamation, the right of privacy, false advertising, and fraud.

In addition to such laws and regulations, when using the Services you must use your best efforts to avoid interfering with any other person's use and enjoyment of the Services. You must also ensure that your use of the on-line Services is governed by the rules of proper Internet conduct.

Please use your best judgment, be respectful of other subscribers, and take the time to review the activities listed below. These activities are not proper conduct and are prohibited activities that violate Voicenet's Services Agreement.. Following these rules will ensure that everyone has an enjoyable experience while using the Services.

I. INTERACTIVE USE

1. Use of the on-line Services by non-dedicated access Customers must be "interactive." For all purposes of these Online Policies and the Services Agreement, the Customer agrees and understands that "interactive" means that, (1) the Customer must be physically present in front of the computer or terminal; and, (2) the Customer must, at least once every 20 minutes, enter a command by direct physical contact with the computer keyboard or mouse.

2. Since abusers of the above policy affect the network to the detriment of all other users, it is important that they be identified. To do so, Voicenet has instituted a policy whereby users that average over fifty hours during any five-day period (i.e. - more that 10 hours a day on average for five consecutive days) are temporarily removed from the active authentication database. Once account usage falls below this value, authentication is automatically reinstated. This formula was chosen since ten hours of usage a day for five or more days is indicative of non-interactive use. There may be unique circumstances where usage is interactive despite the above pattern. If a Customer believes that to be the case, they should contact technical support and give as much detail as possible to substantiate that their use is in compliance with Voicenet's policies. In addition, first time offenders will, in most cases, be given a second opportunity to abide by the above by contacting technical support.

3. Irrespective of any specific guidelines established from time to time, if Voicenet has reason to believe that a Customer is not using the Services on an "interactive" basis then, in that event, Voicenet may, at its sole option, and without further notice, cancel Customer's access, or suspend Customer's access until such time as Customer proves to Voicenet's sole satisfaction that Customer's use of the Services was in fact "interactive" at all times. Furthermore, if the connection to Voicenet's Services has no real time activity directly from the user for a period of 20 minutes, Voicenet may disconnect services and end the session.

II. PROHIBITED/ABUSE ACTIVITIES.

For purposes of the Prohibited Activities, the term "information" means material of any type capable of being posted or transmitted on or through any one or more of the Services, including material in print, graphic or pictorial form.

When using the Services:

1. Defamation. You agree not to post or transmit any information in violation of any applicable law.

2. Fraud. You agree not to post or transmit any fraudulent information on or through the Services. This means any information that you know or have reason to know is false, and that you intend for others to rely on.

3. False Advertising. You agree not to post or transmit on or through the Services any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations.

4 Unsolicited Advertising. You agree not to post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other Subscribers, individuals, or entities, except in those areas (e.g., a classified newsgroup) that are designated for such a purpose.

5. Copyright Violations. You agree not to post or transmit on or through the Services any information that infringes another person's or entity's copyright in all or any part of the information.

6. Trademark, Service Mark, and Trade Dress Violations. You agree not to post or transmit on or through the Services any information that infringes another person's rights in its trademark, trade dress, or service mark.

7. Trade Secret Violations. You agree not to post or transmit on or through the Services any information that reveals trade secrets belonging to another person, business, service, or other entity.

8. Obscenity. You agree not to post or transmit any obscene or sexually explicit images or other content on or through the Services.

9. Harassment, Threats, and Abuse. You agree not to use the Access Services to harass, threaten, abuse, embarrass, or cause distress, unwanted attention, or discomfort to any person or entity, by any means, including the use of vulgar, hateful, racially, ethnically, or otherwise objectionable information.

10. False Pretenses. You agree to not use the Services to impersonate any person, including but not limited to, any Voicenet official or any information provider, guide, or host, or communicate under a false name or a name that you are not entitled or authorized to use in all forms of online communication, including, but not limited to, screen names, subscriber profiles, chat dialogue, and message posting.

11. Chain Letters. You agree to not post or transmit chain letters, and/or letters or messages that offer a product or service based on the structure of a chain letter, on or through the Services.

12. Inappropriate Content. You agree not to post or transmit on or through the Services information that is patently inappropriate material, e.g., information or topics not related to the topics focused on by the participants in a particular news group or mailing list.

13. Scrolling. You agree not to cause the screen to "scroll" faster than other Subscribers or users are able to type to it, or any action to a similar disruptive effect on or through the Services.

14. Disruptive Activities. You agree not to use the Services to disrupt the normal flow of online dialogue, or otherwise act in a manner that negatively affects other Subscribers, users, individuals, or entities.

15. Violations of Service Providers' Rules. You agree to not use the Access Services to violate any operating rule, policy, or guideline of any other online service provider or interactive service.

16. Multiple Access. You agree that this Agreement is not transferable. You agree not to simultaneously access the Services for more than one session at any time.

17. Abuse of Voicenet's Procedures. You agree not to make false or unverified complaints against any Voicenet subscriber, or otherwise abuse any of Voicenet's Complaint Response Procedures.

18. Systems Abuse. You agree not to abuse Voicenet's system by causing any harm to the system so that it inhibits other users' ability to effectively use the system.

19. Spam. Post or cross post, regardless of content, of the same message to 20 or more newsgroups or individuals.

20. Unauthorized Commercial Use. You agree and understand that personal (non-commercial) accounts may not be used for commercial purposes including, but not limited to: the sale of goods or services and/or the advertising of same; and, promotion of activities for which a fee is charged or compensation is sought. These accounts may, however, be used to conduct e-commerce personal to you where you are the purchaser. Furthermore, personal accounts may only be in the name of an individual. Corporations, partnerships, sole proprietors, and other business concerns must subscribe to a commercial account.

21. Miscellaneous. In addition to the foregoing, the following acts and conduct are also prohibited:

(a) When using your UNIX shell account, the use of SLIP/PPP emulators such as TIA;

(b) Inappropriate use of IRC (Internet Relay Chat) is prohibited, on Voicenet's server or any other server. This includes, but is not limited to, "bots" and "bot-like scripts," "clone bots", multiple connections, channel takeovers, harassment, and flooding;

(c) All accounts, with the exception of UUCP, are for end user use only. No resale of TCP/IP connectivity (including SLIP and PPP) is permitted;

(d) Attempting to circumvent user authentication or security of any host, network, or account on Voicenet's network or the Internet at large ("cracking") is prohibited;

(e) Forging email or USENET posting header information is prohibited;

(f) Sending large numbers of unsolicited email messages ("junk mail") is prohibited;

(g) Posting inappropriate messages to USENET newsgroups is prohibited. Inappropriate messages include, but are not limited to: posting large numbers of unsolicited posts indiscriminately ("spamming"), posting off-topic message(s) (i.e. movie reviews in soc.culture.spain), and posting encoded binary files to USENET newsgroups not specifically named for that purpose;

(h) Attempting to cancel, supersede, or otherwise interfere with email or USENET posts other than one's own is prohibited;

(i) Using an account at another provider to promote, in an abusive manner, services offered on Voicenet's network or systems in prohibited; and,

(j) Using a Voicenet account to collect replies to messages sent from another provider which violate these rules is prohibited.

III. CONTENT OF ONLINE MATERIAL.

Voicenet's Internet Services provide access to information, communications, software, photos, video, graphics, music, sounds, and other material and services located both on Voicenet's computer servers and on the Internet ("Content"). You should be aware that the Internet contains Content, goods and services that you may find improper, obscene, or otherwise offensive. Such Content may not be appropriate for you or for any minors who may be accessing the Internet through your account.

As a matter of policy, Voicenet does not pre-screen Content placed on Voicenet's computer servers by any of its subscribers. Voicenet does not have the practical ability to monitor, review, or restrict, prior to its transmission, Content on Voicenet's servers which may violate Voicenet's rules, nor can Voicenet ensure prompt editing or removal of actually or potentially violating Content after such Content has been posted on Voicenet's servers. You may, therefore, receive offensive and unsolicited Content that Voicenet cannot control.

Although Voicenet retains the right to remove Content from Voicenet's computer servers that violates its subscriber agreement, the Services provide access to users who are not a part of Voicenet. Voicenet does not have the capability to monitor, review, or restrict any Content made available by third parties on the Internet, nor to edit or remove any such Content after its posting on the Internet.

Accordingly, Voicenet cannot be responsible for any conduct, Content, goods, and services available on or through the Services. Voicenet suggests that concerned parents consider using one of the commercially available programs capable of restricting access to sexually explicit material on the Internet. No parental control software, however, is perfect. Your use of such software is therefore solely at your own risk. Voicenet makes no warranties or representations whatsoever as to the accuracy, completeness, or usefulness of any parental control software or service.

IV. PRIVACY OF COMMUNICATIONS.

Voicenet intends to respect its Subscribers' privacy and will not randomly monitor or disclose the contents of private e-mail or private chat room communications. However, you agree that Voicenet has the right, but not the obligation, to monitor or disclose the contents of private communication, if Voicenet, in its sole discretion, reasonably believes that such action is necessary: (1) to comply with applicable law or valid legal process; (2) to protect Voicenet's rights, systems or network, and/ or property; or (3) in emergencies when a person's physical safety or property damage may possibly be at issue.

V. ONLINE GOODS AND SERVICES.

Voicenet does not control, provide, operate, or take responsibility for any Content, goods, or services available on or through the Services. You may receive blind opportunity advertisements, pyramid schemes, and other "get rich quick" schemes on or through the Services. These should be avoided or approached with ample skepticism.

All such Content, goods, and services are made available by independent third parties and are not part of Voicenet or controlled by Voicenet. Please remember that Voicenet does not endorse, warrant, or guarantee the accuracy, completeness, usefulness, quality, or availability of any Content, goods, or services available on or through the Services, and your use thereof is solely at your own risk.

You should use your best judgment and exercise caution when purchasing a product through the Services. Voicenet will not be a party to, or in any way be responsible for, monitoring any purchases or other transactions between you and any other persons providing Content, goods, or services on or through the Services. Voicenet assumes no responsibility for any such transactions and will not mediate disputes relating to such transactions. Voicenet disclaims any responsibility for any such transactions even where the Access Services feature or display a link to a particular World Wide Web site.

By using the Services you agree that neither Voicenet nor its affiliates, officers, directors or employees shall be held responsible or liable, directly or indirectly, for any loss, liability of any nature, personal injury, consequential damages, emotional injury, or any other type or kind of damage caused, or alleged to have been caused by your use of, or reliance upon, any of the goods, services, features, or content available on or through the Services or other services or goods provides by Voicenet.

VI. ACCOUNT CHARGES.

Account charges are payable in advance for the term pricing was based upon (i.e. - month to month, six months, yearly, or multiple years). If you terminate your account, Voicenet has the right to retain and/or collect all fees owed through the end of the contract term even though same may be for services not rendered prior to termination. If you terminate your account mid term, Voicenet has the further right, but not the obligation, to recalculate all fees paid to date using the shorter cancellation term to calculate billings and, as the case may be, either refund the overpayment or bill the additional sum due. For example, if the original contract was for a prepaid twelve month personal dial-up account, the original charge for this term would have been $203.40 ($16.96/month) and no set-up fee. If this account is now canceled after 9 months, Voicenet has the option to recalculate all fees based upon the shorter cancellation term which, in this example, would be month to month. Thus, 9 x $19.95 = $179.55 plus the $15 set-up fee totals $194.55. Since a fee of $203.40 was already paid, Voicenet (if it elects this option) would refund $8.85. If your account is terminated by Voicenet because of violations of Voicenet's Online Policies, you will not be entitled to a prorated refund, such forfeiture being agreed to you and Voicenet as liquidated damages and not as a penalty.

You are responsible for all activities and charges associated with your account. If any unauthorized charges are made on or through your account, you are responsible for such charges and will continue to be responsible for all charges incurred up to the time you notify Voicenet of a breach of security by calling Voicenet at 1-800-835-5710 and your password (account number and pin number, as appropriate) are changed. Please be advised that the Contact Person or Owner of the Voicenet Account is solely responsible for activities conducted through, on or with their Voicenet Account. If you, or someone to whom you have given access to your account, violates the Voicenet Services Agreement, your account will be canceled.

If you pay by credit card, you expressly authorize Voicenet to charge the credit card account number associated with your Account for any Voicenet charges that accrue from time to time. You reauthorize Voicenet to charge your designated credit card account each time you use the Services and/or for each new term. This authorization will remain valid until terminated by written notice to Voicenet. It is expressly understood and agreed that your term for Services will automatically renew for a similar term until such time as you notify us in writing of your intention not to renew. For month to month accounts, this notice shall be given at least 30 days prior to the end of the then current term. For all terms longer than month to month, the notice shall be given at least 45 days prior to the end of the then current term. Voicenet may immediately terminate your account, in Voicenet's sole discretion, for declined credit cards, returned checks, or any other non-payment of account charges with the understanding, however, that Customer remains fully liable to Voicenet for all charges incurred by Voicenet due to said declines, returned checks, etc.

A billing cycle will begin on the date you purchase the Services and will continue for one month from that date. A new billing cycle will begin on the anniversary date of the day of the month on which you purchased the Access Services. It may be necessary, however, for Voicenet to change billing cycles from time to time. In said instances, account charges will be prorated in accordance with the new billing cycle.

If you pay other than by credit card, your account charges are due on your receipt of an invoice, and payment of your account charges must be received by Voicenet prior to the first day of each billing cycle. Only accounts with monthly charges of $35.00 or more can be invoiced and there may be an additional charge for this additional service. Your account will be considered to be in default if payment of your account charges is not received within thirty (30) days after the date of your invoice. If your accounts is still unpaid forty-five (45) days after the date of your invoice, you may have your Access Service interrupted or terminated without further notice to you.

If any instrument received in payment is returned to Voicenet unpaid, your account will be considered to be in default, and in addition to the amount due, you will be subject to a returned check charge of $25.00. If your account is canceled or interrupted for non-payment, you must continue to pay your monthly account charges. Only your written request to terminate your account will relieve you of your obligation to pay your monthly account charges.

If your account is in default, you are subject to an interest charge of 1.5 percent per month, or the maximum allowable rate under state law. If you default on your account, you agree to pay Voicenet its reasonable expenses, including attorneys' fees and collection agency fees, incurred in enforcing Voicenet's rights under Voicenet's Internet Access Agreement.

VII. Voicenet's COMPLAINT RESPONSE PROCEDURES.

Voicenet's dedication to customer service means that Voicenet takes seriously and responds to all complaints about its subscribers' use of the Internet. This means complaints by both Voicenet's subscribers and complaints by other Internet users. Voicenet believes that its customers should be able to enjoy full use of the Internet without interference by persons who use the Internet in an improper or unlawful manner.

Voicenet will endeavor to respond to any complaint that involves online activities that are Prohibited Activities under the Voicenet's Online Policies.

Voicenet will follow the Complaint Response Procedures described below to respond to complaints from subscribers and others about Voicenet's subscribers. Under these procedures, Internet users -- including Voicenet's subscribers -- are responsible for monitoring use of the Internet by others. Voicenet may, at its sole option, issue warnings to its subscribers, suspend subscribers' accounts and even cancel accounts when it learns of improper activities.

How to Submit a Complaint:

1. Form of Complaint

Complaints may be submitted in any form: by e-mail (abuse@voicenet.com), fax, or mail.

2. What Information Should be Submitted

If you register a complaint with Voicenet's Customer Service Department, you should submit the following information:

The online I.D. of the Voicenet subscriber involved, and if possible, any other information about the subscriber, such as his or her name and address; A detailed description of the activities involved; If possible, the specific category or categories of Prohibited Activity you believe is involved in the activities; The dates the activities took place, e.g., the date information was posted.

VIII. VOICENET'S PERSONAL ACCOUNT REFERRAL PROGRAM.

A customer in good standing that refers a new on-line Internet customer to Voicenet who, as a direct result of the referral, subscribes to Voicenet's on-line Internet services is entitled to a "Referral Credit" of one free month of Voicenet's standard dial-up service. In order to earn this credit, all of the following must apply: (1) At the time of initial sign-up, the new customer clearly states that he was referred by an existing customer and gives the Voicenet email address for that customer; (2) Neither the new customer nor member of the same household previously had a Voicenet account; (3) The referring customer must be in good standing with Voicenet which includes compliance with the Services Agreement and a paid up account; and (4) The new customer actually subscribes to Voicenet and maintains a paid up to date Internet on-line account for at least six months. At present, this Program does not apply to Voicenet's Internet Telephone or other Services.

IX. VOICENET'S INTERIM DESIGNATION OF AGENT TO RECEIVE NOTIFICATION OF CLAIMED INFRINGEMENT

In accord with the "Online Copyright Infringement Liability Limitation Act" and specifically section 512(c) of chapter 5 of title 17, United Stated Code, Voicenet has filed with the Register of Copyrights the following "Interim Designation of Agent to Receive Notification of Claimed Infringement":

Full Legal Name of Service Provider:	Datapage, Inc. t/a Voicenet
Alternative Name(s) of Service Provider:	Voicenet
Address of Service Provider:	9810 Ashton Road, Philadelphia, PA 19114
Name of Agent Designated to Receive Notification of Claimed Infringement:	Scott Higginbotham, Operations Center Manager
Full Address of Designated Agent to which Notification Should be Sent:	9810 Ashton Road, Philadelphia, PA 19114
Telephone Number of Designated Agent:	215-259-2100
Facsimile Number of Designated Agent:	215-259-2199
Email Address of Designated Agent:	scotth@voicenet.com
Signature of Officer or Representative of The Designating Service Provider:	/s/ Scott Higginbotham February 2, 1999
Typed or Printed Name and Title:	Scott Higginbotham, Operations Center Manager

Please Note: This notification is made without prejudice or admission as to the applicability of the Digital Millennium Copyright Act, 17 U.S.C., Section 512(c), to Voicenet.

Web Hosting and E-Commerce Supplement

In addition to the terms and conditions set forth in "Voicenet's Services Agreement", "Voicenet's Online and Miscellaneous Policies" and "Voicenet's Internet Telephone Supplement", which set forth the rights, obligations, and limitations that apply to the Voicenet services and products that you use (including the herein Web Hosting and E-Commerce Services), the following terms and conditions are specific to Voicenet's Web Hosting and E-Commerce Services and are in addition to those set forth in the above three agreements:

A. GENERAL AND WEB HOSTING

I. Definitions.

1. WebSpace - "WebSpace" shall be defined as a certain number of megabytes ("MB") of storage accessible by means of an Internet connection supplied by you to Voicenet, which storage is an electronic logical organization of information in an information storage facility (referred to as "Server,") which Server is maintained by Voicenet for the electronic display and publication of its Content via the Internet.

2. Content - "Content" shall be defined as any and all information presented in your WebSpace including without limitation, text, graphics, video and links.

3. Traffic - "Traffic" is the volume of information which is electronically passed between the WebSpace and any user on the Internet (including, but not limited to, yourself, your customers and potential customers, and viewers of your site) as measured in MB.

4. FTP - "FTP" represents the File Transfer Protocol, which is the standard process for a party to access the information stored in the WebSpace, or add additional information thereto.

II. Service.

1. Voicenet shall make available WebSpace accessible by means of an Internet connection that is available for access by you and other users of the Internet except at such times that the service of Voicenet is inaccessible due to equipment or service malfunction, upgrade activities, system backup activities or any other related maintenance procedures which Voicenet shall be required to complete from time to time. Voicenet shall make reasonable efforts to perform voluntary maintenance activities at times of lowest system usage.

2. Voicenet reserves the right, without any obligation to do so, to: (i) review any material stored in your WebSpace including, without limitation, any and all files to which other users have access and (ii) edit or remove any material that it believes may be unlawful, or that wich is not in compliance with the standards set forth herein.

3. Voicenet makes no guarantees as to the continuous availability of the Service or any specific feature of the Service. Voicenet reserves the right to change the Service or any of its features at any time with or without notice.

III. Fees.

1. You are responsible for paying any and all fees and charges that are not outlined in this Agreement. Such fees and charges shall include, but not limited to, the fees for connectivity, design services, including any and all third parties whose materials are included as Content in your WebSpace.

2. Upon exceeding the monthly Traffic allowance allocated to your WebSpace, volume surcharges will be automatically applied to your account at a fixed rate of $25 for each additional 500MB (or portion thereof) over your monthly Traffic allowance.

3. Upon exceeding the monthly Disk Space allowance allocated to your WebSpace, surcharges will be automatically applied to your account at a fixed rate of $19 for each additional 100MB (or portion thereof) over your monthly Disk Space allowance.

4. Current prices for Voicenet services are posted at http://www.voicenet.com. These prices may also be obtained by calling 1-800-835-5710. Voicenet reserves the right to change prices (including those set forth in this Web Hosting and ECommerce Supplement) and institute new fees. Voicenet may change rates or institute new charges at any time upon prior notice. Voicenet does not issue pro rata fee refunds.

IV. Use of the Service.

1. You shall utilize sufficient protection necessary for security of data input and output, including the establishment of external means for the recovery of missing data..

2. You are responsible for maintaining the confidentiality of passwords used by you, members of your household, or consultants.

3. You are solely responsible for preparing Content for placement on the WebSpace.

4. Your are solely responsible for any liability which may be incurred due to any Content or material to which users can link from your WebSpace. In addition, you are solely liable for any goods or services sold to users of your WebSpace.

5. Except for software and hardware owned by Voicenet, you are responsible for providing and maintaining all equipment and other software necessary to access the Service.

6. You will not use the Service or permit others to use the Service in any way that violates any law or regulation; subjects Voicenet to liability; or is in contravention of Voicenet's Access Services Agreement or Voicenet's Online and Miscellaneous Policy. You agree to comply with all Voicenet security procedures and standards and to be bound by the terms and conditions of the End User License Agreement for any software provided to you.

V. Monitoring of Service; Customer Information.

1. Voicenet has no obligation to monitor the Service but may do so and may disclose information regarding your use of the Service to satisfy laws, regulations or governmental requests; to operate the Service properly; and, to protect itself and its members. However, Voicenet will not disclose member information to outside persons or entities for the purpose of soliciting Voicenet members.

ALTHOUGH VOICENET HAS NO OBLIGATION TO DO SO, VOICENET MAY, IN ITS SOLE DISCRETION, REMOVE OR REFUSE TO POST ANY INFORMATION OR MATERIALS, IN WHOLE OR IN PART, WHICH ARE UNACCEPTABLE, UNDESIRABLE OR IN VIOLATION OF THIS
AGREEMENT.

VI. No Warranty.

IN ADDITION TO SECTION VII OF THE VOICENET ACCESS SERVICES AGREEMENT, WHICH AGREEMENT IS INCORPORATED HEREIN IN FULL AS SET FORTH ABOVE, THE FOLLOWING ADDITIONAL PARAGRAPHS APPLY -

1. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE AND THE INTERNET BY YOU, YOUR AUTHORIZED USERS, AND CUSTOMERS. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VOICENET DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. VOICENET MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH VOICENET OR ON THE INTERNET GENERALLY. NO ADVICE OR INFORMATION GIVEN BY VOICENET, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS SHALL CREATE A WARRANTY.

2. VOICENET SHALL NOT BE LIABLE FOR ANY COSTS; LOSS OF SALE(S); LOSS OF BUSINESS OPPORTUNITY; LOSS OF BENEFITS FROM ADVERTISING, MARETING OR PROMOTING; OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SERVICE OR THE FAILURE OF THE SERVICE EVEN IF CAUSED BY VOICENET. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS, AND FUNCTIONALITY OF YOUR SITE AND ANY OTHER SITE ON THE INTERNET INCLUDING, BUT NOT LIMITED TO THOSE HOSED BY VOICENET; OF ALL OPINIONS, ADVICE, SERVICES; AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL SERVICES AND MERCHANDISE PROVIDED BY OR THROUGH VOICENET OR THROUGH THE SERVICE OR ON THE INTERNET GENERALLY.

3. UNDER NO CIRCUMSTANCES SHALL VOICENET, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM ANY: USE OF YOUR ACCOUNT OR THE SERVICE; YOUR INABILITY TO USE THE ACCOUNT OR SERVICE; YOUR INABILITY TO SELL, ADVERTISE, PROMOTE, OR MARKET YOUR GOODS OR SERVICES; YOUR INABILITY TO ACCESS OF THE INTERNET OR ANY PART THEREOF; OR, YOUR RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE EVEN IF CAUSED SOLELY BY VOICENET.


B. E-COMMERCE

I. StoreSense Sublicense

1. Sublicense Grant. If you have purchased StoreSense (on a per domain basis) in addition to your Web Space Services then, in that event, subject to the terms of this Agreement, Voicenet grants you a non-exclusive, non-transferable license to access StoreSense remotely via browser on the server used by Voicenet for your WebSpace (the "Server") solely for purposes of creating and maintaining on the Server an interactive and domain specific store developed using your WebSpace and with respect to which all required fees payable under this Agreement have been paid by you (each, a "Store"). No Store may have, or be attached to, more than one domain or URL.

2. Restrictions. You may not download or otherwise copy all or any portion of StoreSense other than as specifically set forth above. You may not sell, rent, license, lend, transfer or otherwise grant access to StoreSense to any other person or entity except as contemplated by the license granted to you above. You must comply with all applicable laws and regulations in your use of StoreSense. You may not modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to obtain or derive source code from all or any portion of StoreSense. Voicenet and/or Kurant may immediately terminate this Agreement if you fail to comply with the terms of this Agreement. Upon any termination of this Agreement, you will immediately cease any and all use of or access to StoreSense and your WebSpace.

3. Proprietary Rights. Kurant or its suppliers own StoreSense and all associated patent, copyright, trade secrets and other proprietary rights in StoreSense. No title or ownership of StoreSense or any associated proprietary rights are transferred to you or any other person by this license.

4. Third Party Suppliers. You expressly acknowledge that StoreSense contains or uses applications, programs and data licensed to Kurant by third party suppliers, and you further expressly acknowledge that such third party suppliers have disclaimed all warranties, express, implied or statutory, with respect to StoreSense.

II. Store Hosting

1. Hosting Services. Voicenet grants you the right to develop and operate the Store(s) on the Server within your WebSpace and on a single domain, subject to and in accordance with the terms of this Agreement, Voicenet's Access Services Agreement, and such hosting policies, procedures and specifications as Voicenet may establish from time to time (the "Hosting Policies and Procedures"). The Hosting Policies and Procedures, if any, are incorporated in this Agreement in their entirety.

2. Prohibited Uses. You shall not use, nor permit any third party to use, the Store(s) or the Site or any part thereof: (a) to violate any federal, state or local law, (b) to transmit any obscene communication, (c) to promote any illegal activities, (d) to violate any intellectual property rights (e) to attempt to overcome or penetrate any security measures on the Server, or (f) to upload or transmit any virus or harmful agent. You acknowledge that you and Voicenet may be subject to civil or criminal liability under the laws of various governmental jurisdictions as a result of any failure to abide by the provisions of this paragraph.

3. Control. You will be solely responsible for the development, operation and maintenance of the Store(s) and all content and materials appearing in the Store(s), including without limitation (a) the technical operation of the Store(s), (b) the accuracy and appropriateness of content and materials appearing in the Store(s), (c) ensuring that the content and materials appearing in the Store(s) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights), and (d) ensuring that the content and materials appearing in the Store(s) are not libelous or otherwise illegal. You also will be solely responsible for accepting, processing and filling any customer orders generated through the Store(s), and for handling any customer inquiries and complaints arising therefrom. You shall inspect and monitor the Store(s) as frequently and extensively as necessary to ensure its proper operation and compliance with the provisions of this Agreement, and to uncover any problems with the Store(s). To the fullest extent permitted by law, the Store(s) will be deemed to be exclusively "under the control" of you and not "under the control" of Kurant or Voicenet.

III. Payment Obligations

1. Amount. You will pay all applicable license, hosting and other fees relative to your use of StoreSense and the Site in the amounts, in accord with Voicenet's then current policy and, if applicable, in the manner and at the times specified on the Site's fee schedule screen, as the same may be amended by Kurant and Voicenet from time to time. The fee schedule is hereby incorporated in this Agreement in its entirety.

2. Taxes. The fees and other amounts payable under this Agreement do not include any sales, use, value-added or other taxes. All such taxes will be paid or reimbursed by you.

IV. General Terms

1. Termination. The StoreSense services provided for in this agreement may be terminated by any party to this Agreement at any time, with or without cause. Upon the effective date of any such termination, all rights granted to you will terminate, but all other provisions of this Agreement which may reasonably be construed as surviving such termination (e.g., Sections I.2, I.3, II.3, III and IV) will survive the termination of this Agreement, including specifically, the payment of Voicenet's fees till the end of the then current term.

2. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, KURANT, VOICENET AND THEIR RESPECTIVE SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO STORESENSE, ANY SITE, ANY SERVER OR YOUR USE OF OR INABILITY TO USE STORESENSE, ANY SITE OR ANY SERVER, INCLUDING, BUT NOT LIMITED TO, (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY WARRANTY THAT STORESENSE, SITE OR SERVER IS FREE FROM VIRUSES, BUGS, ERRORS OR OMISSIONS; AND (C) ANY WARRANTY OF NONINFRINGEMENT.

3. LIMITATION OF LIABILITY. IN NO EVENT WILL KURANT, VOICENET OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE TERMINATION OF THIS AGREEMENT OR THE USE, INABILITY TO USE OR RESULTS OF USE OF STORESENSE, SITE OR SERVER, EVEN IF KURANT, THE HOST OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF KURANT, VOICENET OR THEIR RESPECTIVE SUPPLIERS (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY) ARISING OUT OF THE USE, INABILITY TO USE OR RESULTS OF USE OF STORESENSE, SITE OR SERVER EXCEED THE RESPECTIVE AMOUNTS PAID TO ANY OF THEM BY YOU HEREUNDER.

4. Indemnity. You will indemnify and hold harmless Kurant and Voicenet from any and all claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to (a) any content or materials appearing in, or products or services sold or offered by You through, the Store(s) or the Site, or (b) the development, use, operation or other activities with respect to the Store(s) or the Site (including, without limitation, any breach of the provisions of Section II.2). To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Kurant, Voicenet or their respective suppliers.

5. Excused Performance. Neither Kurant nor Voicenet will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as a result of any cause or condition beyond their reasonable control, including the failure or interruption of any internet service.

6. Independent Contractors. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party.

7. INDEPENDENT REVIEW. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT YOU AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

8. U.S. Government Restricted Rights. If StoreSense is accessed or used by any agency or other part of the U.S. Government, the U.S. Government acknowledges that (a) StoreSense and accompanying materials constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.72, as applicable, and (b) the U.S. Government's rights relating to StoreSense and accompanying materials are limited to those specifically granted in this Agreement. The contractor/manufacturer is Kurant Corporation at the address described below.

9. Miscellaneous. This Agreement, any applicable written order or purchase agreement, all related site screens incorporated and referenced in this Agreement, "Voicenet's Services Agreement", "Voicenet's Online and Miscellaneous Policies" and "Voicenet's Internet Telephone Supplement", constitute the entire agreement between you, Voicenet and Kurant regarding StoreSense, the hosting of the Store(s) and your use of the Site. Neither Kurant nor Voicenet will be bound by any provision in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise (other than terms contained therein identifying the products and quantities ordered), unless Kurant or Voicenet, as applicable, specifically agrees in writing to such provision. Section "B" of this agreement titled "E-Commerence" is governed by the laws of the State of California without reference to its choice of law principles. All other portions of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to any conflict of law provisions. Jurisdiction and venue of all disputes shall be in the Court of Common Pleas for Philadelphia County or Bucks County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania. By executing this Agreement, Customer expressly and irrevocably consents to this venue and jurisdiction