General | hotComm | Files2Phones | 91cell

General

The following Terms and Conditions govern your use of this 1stWorks Corporation web site and the materials accessible on or from the site. Please read them carefully before using the site. Your use of the site means that you accept these Terms and Conditions. If you do not agree with these Terms and Conditions, please do not use the 1stWorks web site or the 1stWorks service.

Confidentiality.
Those areas of the 1stWorks web site which you access by using a password or other security device contain proprietary and confidential information of 1stWorks and its suppliers, including engineering documents, manuals, software, program listings, data file printouts, and other technical and marketing information ("1stWorks Confidential Information"). You agree to keep this information confidential and to use the information solely for the purposes expressly authorized by 1stWorks. You also agree to be careful with this 1stWorks Confidential Information and to only disclose it to your employees with a "need to know" who agree not to disclose the information or use the information for any unauthorized purpose.

Transmissions to 1stWorks and Links to Other Web Sites.
You agree not to send to 1stWorks any information that you consider confidential or proprietary. Any material (including information and ideas) you transmit to or post on the 1stWorks web site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by 1stWorks for any purpose whatsoever. Notwithstanding the foregoing, all personal data provided to 1stWorks will be handled in accordance with the 1stWorks Privacy Statement (below). You are prohibited from posting or transmitting to or from this site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

1stWorks may, but is not obligated to, monitor or review materials provided by third parties on 1stWorks's web site. 1stWorks makes no representation as to the accuracy, appropriateness, legality, ownership or other aspects of such materials. 1stWorks expressly disclaims any liability for such third-party materials under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or other areas of law. Also, at times this site may contain links to web sites maintained by third parties which are provided as a convenience to 1stWorks users. These linked sites are not under the control of 1stWorks and 1stWorks is not responsible for any material on such sites. 1stWorks does not monitor or review the content of such third party sites and therefore advises you that your access by link to third party sites is at your own risk.

Documents.
Any Documents on the 1stWorks web site (e.g., white papers, press releases, data sheets, product descriptions, and FAQs), are the copyrighted work of 1stWorks and/or its suppliers and is protected under U.S. and worldwide copyright laws and treaty provisions. 1stWorks grants you permission to copy and use such Documents so long as each copy (i) is solely for informational, non-commercial use in support of 1stWorks products, (ii) is not modified or revised in any manner, and (iii) displays all copyright and other proprietary notices, in the same form and manner as on the original. However, this permission does not extend to (a) the design or layout of this web site, or (b) any materials which are governed by license terms separate from these Terms and Conditions.

Licensed Materials.
Any licensed materials (e.g., software) which can be downloaded from the 1stWorks web site are governed exclusively by the license terms accompanying the file or the terms of the license agreement which accompanied the original materials licensed by you which you are updating, and by downloading such licensed materials, you agree to abide by the terms of the license. Any reproduction or redistribution of such software or materials not in accordance with the applicable license is expressly prohibited by law.

Trademarks.
1stWorks's trademarks, brands, and names (which includes 1stWorks and hotComm) may be used only with written permission from 1stWorks and proper acknowledgement. Use of trademarks, brands, and names are the property owned by third parties require the permission of their respective owners.

All Rights Reserved.
Except as expressly granted in these Terms and Conditions (or to you specifically in writing), 1stWorks and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information.

Disclaimer of Warranties.
THE MATERIALS ACCESSIBLE FROM OR ON THIS WEB SITE ARE PROVIDED "AS IS," AND 1stWorks AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED OR EXPRESS WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RELATING TO SUCH MATERIAL.

Although 1stWorks has attempted to provide accurate information on this web site as a service to its users, 1stWorks assumes no responsibility for, and makes no representations with respect to, the accuracy of the information. 1stWorks may change the programs or products mentioned at any time without notice. Mention of non-1stWorks products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Because international information is provided at this web site, not all products or programs mentioned will be available in your country. Please contact your local sales representative for information as to products and services available in your country.

Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY LAW, 1stWorks EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THIS PRODUCT, EVEN IF 1STWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notice to Consumers.
Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages or the limitation of liability for personal injury, so the above limitations and exclusions may be limited in their application to you.

Applicable Laws.
Export or download of any material from the 1stWorks web site (including any 1stWorks Confidential Information) outside of the United States is subject to all U.S. export control laws and you agree to abide by such laws. All materials and software downloaded from this web site are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the United States Government is subject to the restrictions set forth in DFARS 252.227-7015 and FAR 52.227-19 and use of the materials by the government constitutes acknowledgement of 1stWorks's proprietary rights in such materials. Any claims relating to the materials or the web site will be governed by Massachusetts law.

Revisions to Terms and Conditions.
1stWorks may revise these Terms and Conditions at any time. Revisions will be posted on this page and users are responsible for reviewing the page from time to time to ensure compliance. If 1stWorks makes a request to you to stop using and/or to promptly return or destroy any copies of the materials provided on this web site, you will comply immediately with this request and will confirm in writing to 1stWorks within ten (10) days that you have done so.

Copyright

Documents.
Any Documents on the 1stWorks web site (e.g., press releases, data sheets, product descriptions and FAQs), are the copyrighted work of 1stWorks and/or its suppliers and is protected under U.S. and worldwide copyright laws and treaty provisions. 1stWorks grants you permission to copy and use such Documents so long as each copy (i) is solely for informational, non-commercial use in support of 1stWorks service, (ii) is not modified or revised in any manner, and (iii) displays all copyright and other proprietary notices, in the same form and manner as on the original. However, this permission does not extend to (a) the design or layout of this web site, or (b) any materials (e.g., software) which are governed by license terms separate from these Terms and Conditions.

Licensed Materials.
Any licensed materials (e.g., software) which you download from the 1stWorks web site are governed exclusively by the license terms accompanying the file or the terms of the license agreement which accompanied the original materials licensed by you which you are updating, and by downloading such licensed materials, you agree to abide by the terms of the license. Any reproduction or redistribution of such software or materials not in accordance with the applicable license is expressly prohibited by law.

All Rights Reserved. Except as expressly granted in this Copyright Notice or the Terms and Conditions for the 1stWorks web site (or to you specifically in writing), 1stWorks and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information.

Terms and Conditions.
Use of the 1stWorks web site is subject to certain Terms and Conditions. Your use of the site means that you accept these Terms and Conditions. If you do not agree with these Terms and Conditions, please do not use the 1stWorks web site.

1stWorks and hotComm are trademarks of 1stWorks, Inc. All content provided to 1stWorks by partners, the partners' logos, product and other trademarks are the property of each respective partner, with all rights reserved.

Privacy Policy

Information Collection and Use 1stWorks Corporation is the sole owner of the information collected on this site. We will not sell, disclose or rent this information to others in ways different from those which are disclosed in this statement. 1stWorks Corporation collects information from our users at several different points on our website.

Registration
In order to use the 1stWorks services, each user must first complete the Registration process. During registration, each user is required to give their contact information, such as name and email address. This information is used by 1stWorks Corporation to enable the user to access hotComm services for which they have expressed interest. It is optional but encouraged for the user to provide other requested information so that we can provide a more effective service.

Rooms and Events
Users who participate in sessions in virtual rooms and online events register their contact information in order to receive connection information and to gain access. We do provide this registration data to the specific room owner upon request.

Log Files
We use IP addresses to implement the 1stWorks services, analyze trends, administer the site, track usage, and gather broad demographic information for aggregate use.

Sharing
We will share aggregated demographic information with our partners and any advertiser. This is not linked to any personal information that can identify any individual person. We may partner with other parties to provide specific supplemental services. When the user signs up for these services, we will share the contact information that is necessary for the third party to provide these services. These parties are not allowed to use personally identifiable information except for the purpose of providing these services.

Links
The 1stWorks web site may contain links to other sites. Please be aware that we are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site, and to read the privacy statements of each and every web site that collects personally identifiable information. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests
From time-to-time our site may request information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose this information. Information requested may include contact information (such as name and shipping address), and demographic information (such as zip code, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used in aggregate for the purpose of monitoring or improving the use and satisfaction of this site.

Tell-A-Friend
If a user elects to use our referral service for informing a friend about 1stworks services, we will ask them for the friend's name and email address. 1stWorks Corporation will automatically send the friend a one-time email identifying the source of the referral and inviting them to visit the 1stWorks site for more information. 1stWorks Corporation stores this information for the sole purpose of sending this one-time email. The friend may contact 1stWorks Corporation at deletename@1stworks.com to request the removal of this information from the database.

Security
1stWorks takes reasonable precautions to protect our users' information. 1stWorks encrypts name and address data in all transmissions utilizing industry standard encryption techniques. 1stWorks Corporation believes that the techniques it uses are reliable, but you will understand that no encryption technique is absolutely secure and therefore 1stWorks cannot warrant that transmissions are absolutely secure from third party interception and de-encryption. While we use encryption to protect sensitive information online, we also take reasonable precautions to protect user-information off-line. Only employees who need information to perform a specific job (for example, a customer service representative) are granted access to personally identifiable information. Furthermore, ALL employees are kept up-to-date on our security and privacy practices. Periodically, as well as any time new policies are added, our employees are notified and/or reminded about the importance we place on privacy, and what they must do to ensure our customers' information is protected.

If you have any questions about the security at our website, you can send an email to security@1stworks.com.

Site and Service Updates
We send all new users a welcoming email containing their authentication coded as part of the Registration process. We also send our users' site and service announcement updates. Members are not able to un-subscribe from service announcements, which will contain important information about the 1stWorks services.

Notification of Changes
If we decide to change 1stWorks' privacy policy, we will post those changes in the Privacy section of our web site so our users are always aware of the information we collect, how we use it, and under which circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by email. Users will have a choice as to whether or not their information is used in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

hotComm TERMS OF USE

The following Terms and Conditions govern your use of this 1stWorks Corporation web site and the materials accessible on or from the site. Please read them carefully before using the site. Your use of the site means that you accept these Terms and Conditions. If you do not agree with these Terms and Conditions, please do not use the 1stWorks web site or the 1stWorks service.

READ THESE TERMS AND 1STWORKS PRIVACY POLICY CAREFULLY BEFORE USING THE SERVICES DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS AND/OR OTHERWISE USE THESE SERVICES. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" DURING INSTALLATION OR YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.

This hotComm Services Agreement (the "Agreement") is made and entered into between you (the "USER") and 1stWorks Corporation ("1stWorks"). Use of the Service (as defined below) signifies USER's agreement to the terms and conditions set forth in this Agreement.

1. Description of the Service
As used in this Agreement, the term "Service" refers to 1stWorks' hotComm service, which enables fast, private, interactive and direct or server assisted peer exchange of text, audio, video or content between participating hotComm users on the web or on a private network, all software provided by 1stWorks to the USER to enable use of the hotComm service (the "Software"), and all modifications, updates, and revisions thereof, and any documentation provided therewith.

2. Grant of Rights
1stWorks grants USER a non-exclusive, non-transferable, limited license to use the Service in accordance with this Agreement at a site to be designated by USER and identified to 1stWorks. 1stWorks may, in its sole discretion, change the functions and capabilities of the Service and shall, in its sole discretion, determine the functions and capabilities that will be incorporated into subsequent releases of the Service.

3. Restrictions on Use; Prohibited Uses
3. Restrictions on Use; Prohibited Uses USER represents and warrants that (a) only authorized users will access the Service solely in connection with USER's exercise of the license granted hereunder; (b) USER's Service account will not be transferred to, or used on behalf of, another party or entity without 1stWorks' prior written consent; (c) USER will not use or copy the computer code and documentation provided in connection with the Service, except to make a back-up or archival copy of the code as specifically authorized by the copyright law of the United States of America; (d) USER will not remove any copyright, proprietary rights or other notice included in or on any portion of the Service, computer code or documentation, and shall reproduce all such notices in or on all copies made by USER; (e) USER will not distribute, transmit, display, disclose, divulge, reveal, report, publish or transfer the Software to any third party or reproduce or create derivative works based upon the Software to any third party or reproduce or create derivative works based upon the software or any portion thereof; (f) neither USER nor any of its employees, subcontractors or other personnel will attempt to reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to discover the source code of the Software; (g) USER will not use the Service in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation or to impersonate 1stWorks personnel or other parties or entities; (h) USER will not transmit by means of the Service any materials of any kind which (i) violate, plagiarize, or infringe on the intellectual property or contractual rights of any third party; (ii) are exported in violation of any law, rule, or regulation governing exports from the United States; (iii) contain libelous, defamatory, obscene, pornographic, abusive or otherwise unlawful material; (iv) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (v) invade the privacy of third parties, and (i) USER will not use the Service (i) for any purpose other than the issuance of bona fide communications to addressees known to USER; (ii) to violate the security of the Service; or (iii) to attempt to utilize another user's account name or persona without authorization from that user.

4. User Content
USER is solely responsible for the content of any information it makes available by means of the Service. USER expressly agrees that 1stWorks shall not be liable for any action 1stWorks takes to review, record or replay material posted by USER or third parties or to remove or restrict access to such material judged by 1stWorks in its sole discretion to be in violation of any law, regulation or rights of a third party, including, but not limited to, rights under the copyright law, prohibitions on libel, slander and invasion of privacy, or laws pertaining to unfair or deceptive trade practices. A USER may post material on the Service but seek to restrict recording of such material by other users. In such instances, USER acknowledges that the Service may automatically disable USER’s operation of any third party software applications capable of recording such material, and USER consents to such disabling. Notwithstanding the foregoing, 1stWorks has no obligation (and does not necessarily have the ability) to review any material posted or made available by USER or third parties by means of the Service, nor does 1stWorks represent that the Service will necessarily protect the intellectual property rights of parties that post material to the Service.

5. Ownership of Service
USER acknowledges and agrees that 1stWorks retains all title, copyright, patent rights and other proprietary rights in and to the Service and related documentation and computer code, including, without limitation, all copies, modifications, translations and other derivative works that duplicate or are based on the Service or components thereof, and that the Service is proprietary to 1stWorks. 1stWorks reserves all rights not expressly granted herein and no other rights and licenses are granted or deemed to be granted hereunder. USER agrees that any feedback provided to 1stWorks regarding the Service shall constitute, and shall be treated by USER as proprietary information of 1stWorks. USER further agrees that any communication from 1stWorks to the USER shall be treated as requested by USER.

6. Third Party Proprietary Materials
Third party materials accessible to USER through the Service may be the subject of intellectual property rights, including, without limitation, patents, copyrights, trademarks and trade secrets. All rights to such third party materials are retained by the owners of such materials. Except as expressly permitted by the owner of such rights, USER may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any such materials.

7. System Resources
(a) USER shall be responsible for installing any computer code required to use the Service on USER's equipment, for any use of the automatic update feature of the computer code, and for assuring proper hardware configurations, audit controls, back-up plans and operating methods, including network overheads associated with use of the hotComm client. If USER requests consulting or support services, 1stWorks may provide such services at a mutually agreed upon fee. (b) USER acknowledges that it may be temporarily disconnected from or logged off of the Service, either due to a system failure or because of USER inactivity and that 1stWorks shall have no liability in connection with any such disconnection or log off. (c) USER acknowledges that it is solely responsible for the operation of its computer system and Internet access. (d) USER agrees to comply with all 1stWorks instructions for installation and use of the Services.

8. Charges and Payment
(a) USER is responsible for all periodic hotComm license fees paid for access to the 1stWorks service and no refunds will be provided by 1stWorks where access to the Service is discontinued. 1stWorks further reserves the right, in its sole discretion, to cancel any USER's access to the Service immediately and without notice. (b) USER is responsible for all charges associated with connecting to the Service, including, without limitation, all telephone access lines, telephone and computer equipment necessary to access the Service. (c) USER is responsible for all activities and any third party charges resulting from use of the 1stWorks Service, including, without limitation, taxes levied by any governmental authority in connection with USER's use of the Service. USER will reimburse 1stWorks for any third party charges, including taxes, that 1stWorks is obligated to pay as a result of USER's use of the Service. (d) USER will remain liable for any unauthorized use of its account with the Service until it notifies 1stWorks by email, receipt requested and received at CustomerService@1stWorks.com. (e) 1stWorks reserves the right to institute or increase fees at any time upon seven (7) days prior notice posted on the 1stWorks Website. If 1stWorks does not receive the full amount of Service account balance within thirty (30) days of the billing date, the lesser of 1.5% per month or the highest percentage allowed by law of the outstanding balance will be added to USER's bill as a late charge each month and shall be due and payable. USER shall also be liable for all attorney and collection fees arising from 1stWorks efforts to collect any unpaid account balance(s).

9. User Information
(a) USER certifies to 1stWorks that it is not a minor, i.e., that it is a bona fide business or, if an individual, at least eighteen (18) years of age. (b) USER agrees to provide 1stWorks with accurate, complete, and updated information required by the registration to the Service (Registration Data), including USER's legal company name and d/b/a, contact person, address, telephone number(s), fax number(s), and e-mail address(es) (if available). USER agrees to submit appropriate payment data, including type of credit card, credit card number and expiration date). USER agrees to notify 1stWorks within five (5) days of any changes in USER's Registration Data. Failure to comply with this provision may result in immediate suspension or termination of USER's rights to use the Service. (c) USER is solely responsible for maintaining the confidentiality of its passwords, and agrees that 1stWorks will have no obligations with regard thereto. (d) 1stWorks reserves the right to reveal any Registration Data or other information in its possession regarding users of the Services in cooperation with a request or investigation by any governmental body or governmental agency.

10. Transmission Security
1stWorks' data transfers are statefully compressed partial rectangles of screen images. No file data from your system is ever transferred by PC2ME.. Although 1stWorks believes that the techniques it uses are reliable, USER understands and acknowledges that no security system technique is foolproof and therefore that 1stWorks cannot and does not warrant that transmissions are absolutely secure from third party interception and subsequent reconstruction.

11. Indemnification
USER hereby agrees to indemnify and hold harmless 1stWorks and its employees, licensors, independent contractors, providers, subsidiaries and affiliates, from and against any and all liability and costs (including, without limitation, 1stWorks attorneys' fees and costs) incurred by any of them in connection with any third party claim arising out of any breach by USER of the representations and warranties in Section 3 of this Agreement. USER shall cooperate as fully as reasonably required in the defense of any claim.

12. DISCLAIMER OF WARRANTY
THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) IS PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, 1STWORKS MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, 1STWORKS' NEGLIGENCE. 1STWORKS WILL NOT BE LIABLE FOR ANY FAILURE OF OR DELAY IN PERFORMANCE DIRECTLY OR INDIRECTLY CAUSED BY ACTS OF THE USER, ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, CAUSES BEYOND THE CONTROL OF 1STWORKS, INCLUDING BUT NOT LIMITED TO ACTS OF GOD AND GOVERNMENTS AND FAILURES OF THE INTERNET OR THE COMPONENTS THEREOF.

13. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL 1STWORKS BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, EVEN IF 1STWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL 1STWORKS' TOTAL LIABILITY TO USER FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED $500.

14. Termination
In addition to any other rights of the parties set forth herein, either the USER or 1stWorks may terminate this Agreement at any time upon notice. 1stWorks also reserves the right to restrict, suspend or terminate the Services in whole or in part, without notice, with respect to any breach or threatened breach of Sections 3 or 5, or if USER is subject to charges and 1stWorks is unable to obtain payment due for such charges within thirty (30) days of the date upon which 1stWorks submits a request for payment to USER, or USER's credit card company (depending upon payment method chosen by the USER).

15. Modifications to Agreement
1stWorks has the right to modify this Agreement. Any modification is effective one week after posting on the 1stWorks Home Page (http://www.1stWorks.com), or immediately upon notice by electronic mail, or U.S. mail. USER's continued use of the 1stWorks Service following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). USER's only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of 1stWorks in providing the Services, including, without limitation, (i) any change in the content of the Services, or (ii) any change in the amount or type of Service Fees, is to terminate use of the Service.

16. General
This Agreement (including 1stWorks Privacy Policy) constitutes the entire agreement between the USER and 1stWorks with respect to the 1stWorks Service and supersedes all prior agreements between the USER and 1stWorks. Failure by 1stWorks to enforce any provision of this agreement shall not be construed as a waiver of any provision or right. Interpretation and enforcement of this agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. Any dispute arising out of or in connection with this Agreement or USER's use of the Service will be filed and prosecuted exclusively in a court of competent subject matter jurisdiction in Boston, Massachusetts. USER consents to personal jurisdiction of such courts over it, and covenants not to assert any objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts. In any such action, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including, but not limited to, its costs, both taxable and non-taxable, and reasonable attorney's fees. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. The Service is operated from 1stWorks servers in the United States. USER is responsible for compliance with the laws of the jurisdiction in which it is located. In no event shall USER use the Service in any location where such use is prohibited or restricted by local law or where 1stWorks would incur a tax or fee obligation that would not be paid by USER. USER may not use or export the Service or the products thereof in violation of United States laws and regulations, including, without limitation, export administration regulations.

END OF 1stWORKS TERMS AND CONDITIONS



GNU GENERAL PUBLIC LICENSE Version 2, June 1991


Copyright (C) 1989, 1991 Free Software Foundation, Inc. 59 Temple Place, Suite 330, Boston, MA 02111-1307 USA

Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.

Preamble

The licenses for most software are designed to take away your freedom to share and change it. By contrast, the GNU General Public License is intended to guarantee your freedom to share and change free software--to make sure the software is free for all its users. This General Public License applies to most of the Free Software Foundation's software and to any other program whose authors commit to using it. (Some other Free Software Foundation software is covered by the GNU Library General Public License instead.) You can apply it to your programs, too.

When we speak of free software, we are referring to freedom, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for this service if you wish), that you receive source code or can get it if you want it, that you can change the software or use pieces of it in new free programs; and that you know you can do these things.

To protect your rights, we need to make restrictions that forbid anyone to deny you these rights or to ask you to surrender the rights. These restrictions translate to certain responsibilities for you if you distribute copies of the software, or if you modify it.

For example, if you distribute copies of such a program, whether gratis or for a fee, you must give the recipients all the rights that you have. You must make sure that they, too, receive or can get the source code. And you must show them these terms so they know their rights.

We protect your rights with two steps: (1) copyright the software, and (2) offer you this license which gives you legal permission to copy, distribute and/or modify the software.

Also, for each author's protection and ours, we want to make certain that everyone understands that there is no warranty for this free software. If the software is modified by someone else and passed on, we want its recipients to know that what they have is not the original, so that any problems introduced by others will not reflect on the original authors' reputations.

Finally, any free program is threatened constantly by software patents. We wish to avoid the danger that redistributors of a free program will individually obtain patent licenses, in effect making the program proprietary. To prevent this, we have made it clear that any patent must be licensed for everyone's free use or not licensed at all.

The precise terms and conditions for copying, distribution and modification follow. The specific program covered by this license is "Dynamic Desktop" by 1stWorks Corporation, copyright 2002.

GNU GENERAL PUBLIC LICENSE TERMS AND CONDITIONS FOR COPYING, DISTRIBUTION AND MODIFICATION

0. This License applies to any program or other work which contains a notice placed by the copyright holder saying it may be distributed under the terms of this General Public License. The "Program", below, refers to any such program or work, and a "work based on the Program" means either the Program or any derivative work under copyright law: that is to say, a work containing the Program or a portion of it, either verbatim or with modifications and/or translated into another language. (Hereinafter, translation is included without limitation in the term "modification".) Each licensee is addressed as "you".

Activities other than copying, distribution and modification are not covered by this License; they are outside its scope. The act of running the Program is not restricted, and the output from the Program is covered only if its contents constitute a work based on the Program (independent of having been made by running the Program). Whether that is true depends on what the Program does.

1. You may copy and distribute verbatim copies of the Program's source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice and disclaimer of warranty; keep intact all the notices that refer to this License and to the absence of any warranty; and give any other recipients of the Program a copy of this License along with the Program.

You may charge a fee for the physical act of transferring a copy, and you may at your option offer warranty protection in exchange for a fee.

2. You may modify your copy or copies of the Program or any portion of it, thus forming a work based on the Program, and copy and distribute such modifications or work under the terms of Section 1 above, provided that you also meet all of these conditions:

a) You must cause the modified files to carry prominent notices stating that you changed the files and the date of any change.

b) You must cause any work that you distribute or publish, that in whole or in part contains or is derived from the Program or any part thereof, to be licensed as a whole at no charge to all third parties under the terms of this License.

c) If the modified program normally reads commands interactively when run, you must cause it, when started running for such interactive use in the most ordinary way, to print or display an announcement including an appropriate copyright notice and a notice that there is no warranty (or else, saying that you provide a warranty) and that users may redistribute the program under these conditions, and telling the user how to view a copy of this License. (Exception: if the Program itself is interactive but does not normally print such an announcement, your work based on the Program is not required to print an announcement.)

These requirements apply to the modified work as a whole. If identifiable sections of that work are not derived from the Program, and can be reasonably considered independent and separate works in themselves, then this License, and its terms, do not apply to those sections when you distribute them as separate works. But when you distribute the same sections as part of a whole which is a work based on the Program, the distribution of the whole must be on the terms of this License, whose permissions for other licensees extend to the entire whole, and thus to each and every part regardless of who wrote it.

Thus, it is not the intent of this section to claim rights or contest your rights to work written entirely by you; rather, the intent is to exercise the right to control the distribution of derivative or collective works based on the Program.

In addition, mere aggregation of another work not based on the Program with the Program (or with a work based on the Program) on a volume of a storage or distribution medium does not bring the other work under the scope of this License.

3. You may copy and distribute the Program (or a work based on it, under Section 2) in object code or executable form under the terms of Sections 1 and 2 above provided that you also do one of the following:

a) Accompany it with the complete corresponding machine-readable source code, which must be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or,

b) Accompany it with a written offer, valid for at least three years, to give any third party, for a charge no more than your cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, to be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or,

c) Accompany it with the information you received as to the offer to distribute corresponding source code. (This alternative is allowed only for noncommercial distribution and only if you received the program in object code or executable form with such an offer, in accord with Subsection b above.)

The source code for a work means the preferred form of the work for making modifications to it. For an executable work, complete source code means all the source code for all modules it contains, plus any associated interface definition files, plus the scripts used to control compilation and installation of the executable. However, as a special exception, the source code distributed need not include anything that is normally distributed (in either source or binary form) with the major components (compiler, kernel, and so on) of the operating system on which the executable runs, unless that component itself accompanies the executable.

If distribution of executable or object code is made by offering access to copy from a designated place, then offering equivalent access to copy the source code from the same place counts as distribution of the source code, even though third parties are not compelled to copy the source along with the object code.

4. You may not copy, modify, sublicense, or distribute the Program except as expressly provided under this License. Any attempt otherwise to copy, modify, sublicense or distribute the Program is void, and will automatically terminate your rights under this License. However, parties who have received copies, or rights, from you under this License will not have their licenses terminated so long as such parties remain in full compliance.

5. You are not required to accept this License, since you have not signed it. However, nothing else grants you permission to modify or distribute the Program or its derivative works. These actions are prohibited by law if you do not accept this License. Therefore, by modifying or distributing the Program (or any work based on the Program), you indicate your acceptance of this License to do so, and all its terms and conditions for copying, distributing or modifying the Program or works based on it.

6. Each time you redistribute the Program (or any work based on the Program), the recipient automatically receives a license from the original licensor to copy, distribute or modify the Program subject to these terms and conditions. You may not impose any further restrictions on the recipients' exercise of the rights granted herein. You are not responsible for enforcing compliance by third parties to this License.

7. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of this License, they do not excuse you from the conditions of this License. If you cannot distribute so as to satisfy simultaneously your obligations under this License and any other pertinent obligations, then as a consequence you may not distribute the Program at all. For example, if a patent license would not permit royalty-free redistribution of the Program by all those who receive copies directly or indirectly through you, then the only way you could satisfy both it and this License would be to refrain entirely from distribution of the Program.

If any portion of this section is held invalid or unenforceable under any particular circumstance, the balance of the section is intended to apply and the section as a whole is intended to apply in other circumstances.

It is not the purpose of this section to induce you to infringe any patents or other property right claims or to contest validity of any such claims; this section has the sole purpose of protecting the integrity of the free software distribution system, which is implemented by public license practices. Many people have made generous contributions to the wide range of software distributed through that system in reliance on consistent application of that system; it is up to the author/donor to decide if he or she is willing to distribute software through any other system and a licensee cannot impose that choice.

This section is intended to make thoroughly clear what is believed to be a consequence of the rest of this License.

8. If the distribution and/or use of the Program is restricted in certain countries either by patents or by copyrighted interfaces, the original copyright holder who places the Program under this License may add an explicit geographical distribution limitation excluding those countries, so that distribution is permitted only in or among countries not thus excluded. In such case, this License incorporates the limitation as if written in the body of this License.

9. The Free Software Foundation may publish revised and/or new versions of the General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.

Each version is given a distinguishing version number. If the Program specifies a version number of this License which applies to it and "any later version", you have the option of following the terms and conditions either of that version or of any later version published by the Free Software Foundation. If the Program does not specify a version number of this License, you may choose any version ever published by the Free Software Foundation.

10. If you wish to incorporate parts of the Program into other free programs whose distribution conditions are different, write to the author to ask for permission. For software which is copyrighted by the Free Software Foundation, write to the Free Software Foundation; we sometimes make exceptions for this. Our decision will be guided by the two goals of preserving the free status of all derivatives of our free software and of promoting the sharing and reuse of software generally.

NO WARRANTY

11. BECAUSE THE PROGRAM IS LICENSED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

12. IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MAY MODIFY AND/OR REDISTRIBUTE THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

END OF GNU GENERAL PUBLIC LICENSE

Files2Phones TERMS OF USE

READ THESE TERMS AND 1STWORKS PRIVACY POLICY CAREFULLY BEFORE USING THE SERVICES DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" DURING INSTALLATION AND YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.

This Files2Phones Services Agreement (the "Agreement") is made and entered into between you (the "USER") and 1stWorks Corporation ("1stWorks"). Use of the Service (as defined below) signifies USER's agreement to the terms and conditions set forth in this Agreement.

1. Description of the Service
As used in this Agreement, the term "Service" refers to 1stWorks' Files2Phones service, including the PC2ME version, which enables remote access from a computer or an iPhone to the desktop system of a registered Windows PC by participating users on the web or on a private network, all software provided by 1stWorks to the USER to enable use of the Files2Phones service (the "Software"), and all modifications, updates, and revisions thereof, and any documentation provided therewith.

2. Grant of Rights
1stWorks grants USER a non-exclusive, non-transferable, limited license to use the Service in accordance with this Agreement. 1stWorks may, in its sole discretion, change the functions and capabilities of the Service and shall, in its sole discretion, determine the functions and capabilities that will be incorporated into subsequent releases of the Service.

3. Restrictions on Use; Prohibited Uses
USER represents and warrants that (a) only authorized users will access the Service solely in connection with USER's exercise of the license granted hereunder; (b) USER's Service account will not be transferred to, or used on behalf of, another party or entity without 1stWorks' prior written consent; (c) USER will not use or copy the computer code and documentation provided in connection with the Service, except to make a back-up or archival copy of the code as specifically authorized by the copyright law of the United States of America; (d) USER will not remove any copyright, proprietary rights or other notice included in or on any portion of the Service, computer code or documentation, and shall reproduce all such notices in or on all copies made by USER; (e) USER will not distribute, transmit, display, disclose, divulge, reveal, report, publish or transfer the Software to any third party or reproduce or create derivative works based upon the Software to any third party or reproduce or create derivative works based upon the software or any portion thereof; (f) neither USER nor any of its employees, subcontractors or other personnel will attempt to reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to discover the source code of the Software; (g) USER will not use the Service in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation or to impersonate 1stWorks personnel or other parties or entities; (h) USER will not transmit by means of the Service any materials of any kind which (i) violate, plagiarize, or infringe on the intellectual property or contractual rights of any third party; (ii) are exported in violation of any law, rule, or regulation governing exports from the United States; (iii) contain libelous, defamatory, obscene, pornographic, abusive or otherwise unlawful material; (iv) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (v) invade the privacy of third parties, and (i) USER will not use the Service (i) for any purpose other than the issuance of bona fide communications to addressees known to USER; (ii) to violate the security of the Service; or (iii) to attempt to utilize another user's account name or persona without authorization from that user.

4. User Content
USER is solely responsible for the content of any information it makes available by means of the Service. USER expressly agrees that 1stWorks shall not be liable for any action 1stWorks takes to review, record or replay material posted by USER or third parties or to remove or restrict access to such material judged by 1stWorks in its sole discretion to be in violation of any law, regulation or rights of a third party, including, but not limited to, rights under the copyright law, prohibitions on libel, slander and invasion of privacy, or laws pertaining to unfair or deceptive trade practices. 1stWorks has no obligation (and does not necessarily have the ability) to review any material posted or made available by USER or third parties by means of the Service, nor does 1stWorks represent that the Service will necessarily protect the intellectual property rights of parties that post material to the Service.

5. Ownership of Service
USER acknowledges and agrees that 1stWorks retains all title, copyright, patent rights and other proprietary rights in and to the Service and related documentation and computer code, including, without limitation, all copies, modifications, translations and other derivative works that duplicate or are based on the Service or components thereof, and that the Service is proprietary to 1stWorks. 1stWorks reserves all rights not expressly granted herein and no other rights and licenses are granted or deemed to be granted hereunder. USER agrees that any feedback provided to 1stWorks regarding the Service shall constitute, and shall be treated by USER as proprietary information of 1stWorks. USER further agrees that any communication from 1stWorks to the USER shall be treated as requested by USER.

6. Third Party Proprietary Materials
Third party materials accessible to USER through the Service may be the subject of intellectual property rights, including, without limitation, patents, copyrights, trademarks and trade secrets. All rights to such third party materials are retained by the owners of such materials. Except as expressly permitted by the owner of such rights, USER may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any such materials.

7. System Resources
(a) USER shall be responsible for installing any computer code required to use the Service on USER's equipment, for any use of automatic updating of the computer code, and for assuring proper hardware configurations, audit controls, back-up plans and operating methods, including network overheads associated with use of the Files2Phones server and client software. If USER requests consulting or support services, 1stWorks may provide such services at a mutually agreed upon fee. (b) USER acknowledges that it may be temporarily disconnected from or logged off of the Service, either due to a system failure or because of USER inactivity and that 1stWorks shall have no liability in connection with any such disconnection or log off. (c) USER acknowledges that it is solely responsible for the operation of its computer system and Internet access. (d) USER agrees to comply with all 1stWorks instructions for installation and use of the Services.

8. Charges and Payment
(a) USER is responsible for all periodic license fees paid for access to the 1stWorks service and no refunds will be provided by 1stWorks where access to the Service is discontinued. 1stWorks further reserves the right, in its sole discretion, to cancel any USER's access to the Service immediately and without notice. (b) USER is responsible for all charges associated with connecting to the Service, including, without limitation, all telephone access lines, broadband access and computer equipment necessary to access the Service. (c) USER is responsible for all activities and any third party charges resulting from use of the 1stWorks Service, including, without limitation, taxes levied by any governmental authority in connection with USER's use of the Service. USER will reimburse 1stWorks for any third party charges, including taxes, that 1stWorks is obligated to pay as a result of USER's use of the Service. (d) USER will remain liable for any unauthorized use of its account with the Service until it notifies 1stWorks by email, receipt requested and received at Support@1stWorks.com. (e) 1stWorks reserves the right to institute or increase fees at any time upon seven (7) days prior notice posted on the 1stWorks Website. If 1stWorks does not receive the full amount of Service account balance within thirty (30) days of the billing date, the lesser of 1.5% per month or the highest percentage allowed by law of the outstanding balance will be added to USER's bill as a late charge each month and shall be due and payable. USER shall also be liable for all attorney and collection fees arising from 1stWorks efforts to collect any unpaid account balance(s).

9. User Information
(a) USER certifies to 1stWorks that it is not a minor, i.e., that it is a bona fide business or, if an individual, at least eighteen (18) years of age. (b) USER agrees to provide 1stWorks with accurate, complete, and updated information required by registration to the Service (Registration Data) including, as appropriate, USER's legal company name and d/b/a, contact name, address, telephone number(s), fax number(s), and e-mail address(es) (if available). USER agrees to submit appropriate payment data, including type of credit card, credit card number and expiration date). USER agrees to notify 1stWorks within five (5) days of any changes in USER's Registration Data. Failure to comply with this provision may result in immediate interruption, suspension or termination of USER's rights to use the Service. (c) USER is solely responsible for maintaining the confidentiality of its passwords, and agrees that 1stWorks will have no obligations with regard thereto. (d) 1stWorks reserves the right to reveal any Registration Data or other information in its possession regarding USER's use of the Service in cooperation with a request or investigation by any governmental body or governmental agency.

10. Encryption of Transmissions
1stWorks encrypts content in USER transmissions utilizing industry standard encryption techniques. Although 1stWorks believes that the techniques it uses are reliable, USER understands and acknowledges that no encryption technique is foolproof and therefore that 1stWorks cannot and does not warrant that transmissions are absolutely secure from third party interception and de-encryption.

11. Indemnification
USER hereby agrees to indemnify and hold harmless 1stWorks and its employees, licensors, independent contractors, providers, subsidiaries and affiliates, from and against any and all liability and costs (including, without limitation, 1stWorks attorneys' fees and costs) incurred by any of them in connection with any third party claim arising out of any breach by USER of the representations and warranties in Section 3 of this Agreement. USER shall cooperate as fully as reasonably required in the defense of any claim.

12. DISCLAIMER OF WARRANTY
THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) IS PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, 1STWORKS MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, 1STWORKS' NEGLIGENCE. 1STWORKS WILL NOT BE LIABLE FOR ANY FAILURE OF OR DELAY IN PERFORMANCE DIRECTLY OR INDIRECTLY CAUSED BY ACTS OF THE USER, ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, CAUSES BEYOND THE CONTROL OF 1STWORKS, INCLUDING BUT NOT LIMITED TO ACTS OF GOD AND GOVERNMENTS AND FAILURES OF THE INTERNET OR THE COMPONENTS THEREOF.

13. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL 1STWORKS BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, EVEN IF 1STWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL 1STWORKS' TOTAL LIABILITY TO USER FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED $500.

14. Termination
In addition to any other rights of the parties set forth herein, either the USER or 1stWorks may terminate this Agreement at any time upon notice. 1stWorks also reserves the right to restrict, suspend or terminate the Services in whole or in part, without notice, with respect to any breach or threatened breach of Sections 3 or 5, or if USER is subject to charges and 1stWorks is unable to obtain payment due for such charges within thirty (30) days of the date upon which 1stWorks submits a request for payment to USER, or USER's credit card company (depending upon payment method chosen by the USER).

15. Modifications to Agreement
1stWorks has the right to modify this Agreement. Any modification is effective one week after posting on the 1stWorks Home Page (http://www.1stWorks.com), or immediately upon notice by electronic mail, or U.S. mail. USER's continued use of the 1stWorks Service following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). USER's only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of 1stWorks in providing the Services, including, without limitation, (i) any change in the content of the Services, or (ii) any change in the amount or type of Service Fees, is to terminate use of the Service.

16. General
This Agreement (including 1stWorks Privacy Policy which is available for review at http://www.1stworks.com/legal.asp#PrivacyPolicy) constitutes the entire agreement between the USER and 1stWorks with respect to the 1stWorks Service and supersedes all prior agreements between the USER and 1stWorks. Failure by 1stWorks to enforce any provision of this agreement shall not be construed as a waiver of any provision or right. Interpretation and enforcement of this agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. Any dispute arising out of or in connection with this Agreement or USER's use of the Service will be filed and prosecuted exclusively in a court of competent subject matter jurisdiction in Boston, Massachusetts. USER consents to personal jurisdiction of such courts over it, and covenants not to assert any objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts. In any such action, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including, but not limited to, its costs, both taxable and non-taxable, and reasonable attorney's fees. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. The Service is operated from 1stWorks servers in the United States. USER is responsible for compliance with the laws of the jurisdiction in which it is located. In no event shall USER use the Service in any location where such use is prohibited or restricted by local law or where 1stWorks would incur a tax or fee obligation that would not be paid by USER. USER may not use or export the Service or the products thereof in violation of United States laws and regulations, including, without limitation, export administration regulations.

END OF 1stWorks TERMS ANS CONDITIONS

91Cell TERMS OF USE

1stWorks Corporation, a Delaware company (“1stWorks”), provides the 91cell.com service (“Service” or “Services”) subject to the following Terms of Use (“ToU”) and 1stWorks's Privacy Policy. Users of the Service (all such users defined herein as “you”) will also be subject to any additional rules applicable to the Service which 1stWorks may communicate to you in writing or post on 91cell.com from time to time. These rules and 1stWorks's Privacy Policy shall be deemed part of the ToU. By using the Service, either to distribute or receive messages, you agree to comply with and be bound by the ToU, which we may change at any time by posting notice on 91cell.com. PLEASE READ THE TOU CAREFULLY. If you do not agree to these terms and conditions, please do not use the Service. Use of the Service is limited to those individuals or entities who can form legally binding contracts under applicable law, and without limiting the foregoing, the Service is not to be accessed or used by minors. The ToU also apply to any third party who uses the Service or who attempts to interfere in any manner with the Service.

Description of the Services
The Service comprises an automated system for delivery of messages to multiple recipients and multiple communications devices, branded as 91cell.com. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including any new Services, will be subject to the ToU.

What You Must Do to Use the Services
In order to use the Services, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and pay any service fees associated with such access. 1stWorks is not responsible for providing any equipment necessary to make such connection to the World Wide Web, including a computer, modem or other access device.

Your Registration Information Must be Accurate, Current and Complete
If you register to use the Service, you shall: (a) provide true, accurate, current and complete information about yourself and those whom you may wish to contact (each, a "Contact") using the Service (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Similarly, your Contacts will be allowed access to their personal Registration Data to make modifications or changes. If you or any Contact provides any information that is untrue, inaccurate, not current or incomplete, you acknowledge that any messages and notifications sent via 91cell.com may not reach the intended Contact.

Access, Passwords and Security
If you register to use the Service, you may designate a certain number of contacts (each, an "Authorized User") for your account, the exact number depending on the level of Services you are receiving from 1stWorks, and you may provide and assign access and passwords to such Authorized Users. You will be responsible for the confidentiality and use of your access number(s), password(s), and account number(s). You will be responsible for all electronic communications, including account registration and other account holder information, email and financial communications and data, and any notifications and email messages sent via the Service (collectively "Electronic Communications") entered through or initiated using your access number(s), password(s) or account number(s). 1stWorks is entitled to rely on any Electronic Communications received from your access number(s), password(s) or account number(s), and may treat any such Electronic Communications as having been authorized and sent by you. You agree immediately to notify 1stWorks if you become aware of any loss or theft or unauthorized use of any of your access number(s), password(s) and/or account number(s).

Rules of Conduct for the Service.
Any user of the Service shall not:

• Use the Service in violation of local, state, national or international laws, or for any purpose that would violate local, state, national or international laws;
• Impersonate any person or entity when using the Service, or misrepresent his or her affiliation with any other person or entity;
• Harvest or otherwise collect information about others, including email addresses, without their consent;
• Enter any email addresses or contact information into Contacts for the Service without due authorization;
• Harvest or collect any data from 91cell.com, or use any automated means, including spiders, robots, crawlers, data mining tools or the like to download data from 91cell.com or relating to the Service;
• Attempt to gain unauthorized access to 1stWorks’s computer systems;
• Sell, resell or re-distribute the Service in any way;
• Use the Service to send unsolicited email directed to people not personally known to you (“Spam”), including but not limited to junk mail, chain letters or other unsolicited bulk email, commercial or otherwise or any email sent that 1stWorks reasonably believes constitutes Spam, based on applicable laws and industry practices, and you acknowledge that the Service does not add to any Electronic Communication any notices required by applicable law to be included in unsolicited commercial email; or
• Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Service, or which, in 1stWorks’s sole judgment, exposes 1stWorks to any liability or detriment of any type.

The Service may not be used to publish, distribute or otherwise make available any material that:

• Is libelous, defamatory, threatening, abusive, scandalous, harassing, obscene or unlawful or that encourages a criminal offense;
• Contains any advertising, promotional, solicitation or other commercial material;
• Contains material from other copyrighted works without the written consent of the owner of such copyrighted material;
• Infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;
• States or implies that any opinions contained in your Electronic Communications are endorsed by 1stWorks, or that the accuracy of any facts or circumstances described in your Electronic Communications have been verified by 1stWorks, and you authorize 1stWorks to attach a legend to any Electronic Communication sent via the Service to this effect;
• Contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others; or
• Contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

1stWorks reserves the right (but is not obligated) to do any or all of the following:

• Investigate any allegation that any use of the Service does not conform to the terms and conditions of this ToU; or
• Disable access to the Service with respect to any use of the Service that is abusive, illegal or disruptive, or that otherwise fails to conform with the terms and conditions of this ToU;
• terminate any Authorized User’s access to any or all of the Service, including your password and account, for any reason or no reason.

1stWorks and 1stWorks Affiliates have no liability or responsibility to you, whether an account holder, Authorized User, Contact, or otherwise, or any other person or entity, for performance or nonperformance of the aforementioned activities.

Proprietary Rights.
All the text, images, marks, logos, compilations, content, software, programs and functionality displayed on or accessed through 91cell.com, including all software used by 1stWorks to operate the Service (collectively, the “Proprietary Materials”) are proprietary to us or to third parties. 1stWorks authorizes you to use the Proprietary Materials solely in connection with your authorized use of the Service in accordance with this ToU. Except as expressly permitted above, copying, modifying reproduction, redistribution, republication, uploading, posting, transmitting, distributing, sale, decompilation, reverse engineering, disassembly, translation or reduction of software to human-readable form, or otherwise exploiting in any way the Proprietary Materials, or any portion of the Proprietary Materials, is strictly prohibited without the prior written permission of 1stWorks.

The marks 91cell.com™ and 1stWorks™ are proprietary to us, and they may not be used in connection with any service or products other than those provided by 1stWorks, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits 1stWorks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.

Warranty; Disclaimers and Limitations of Liability.
1stWorks warrants that it will make commercially reasonable efforts so that the Service will conform substantially to the service description on the 91cell.com website. 1stWorks’s sole and exclusive liability, and your sole and exclusive remedy, for breach of the foregoing warranty, shall be that, at 1stWorks’s option, 1stWorks shall re-perform the Services so that they conform to the description, or refund the amount paid for the Services during the period the Services failed to perform.

Except as stated above, 1stWorks and its affiliated companies and their officers, directors, employees and agents (collectively, “1stWorks Affiliates”) make no representations or warranties of any kind regarding the Service and the Proprietary Materials. You acknowledge that the Service has not been designed to be fault tolerant or relied upon in emergencies or in situations where death, bodily injury or property damage may arise from any failure of the Service. Users of the Service shall take reasonable precautions to ensure that you have alternative means, other than the Service, of communicating with Contacts. 1stWorks and 1stWorks Affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE OR THE PROPRIETARY MATERIALS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) THAT ALL ELECTRONIC COMMUNICATIONS WILL BE TRANSMITTED OR RECEIVED, ON A TIMELY BASIS OR AT ALL; AND (iv) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICE OR THE PROPRIETARY MATERIALS, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE PROPRIETARY MATERIALS. No advice or information, whether oral or written, obtained by you from 1stWorks, any of 1stWorks Affiliates or through the Service or Proprietary Materials will create any warranty not expressly stated herein.

YOU USE THE SERVICE AND THE PROPRIETARY MATERIALS AT YOUR OWN RISK, AND NEITHER 1stWorks NOR 1stWorks AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, FAILURE TO OPERATE, USE OR OTHER EXPLOITATION. You waive and covenant not to assert any claims or allegations of any nature arising from or relating to the operation, failure to operate, use or other exploitation of the Service or the Proprietary Materials, including any allegation or claim that 1stWorks or 1stWorks Affiliates has or should indemnify, defend, or hold you harmless from any claim or allegation arising from the operation, use or other exploitation of the Service or the Proprietary Materials.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM 1stWorks OR 1stWorks AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR PROPRIETARY MATERIALS, EVEN IF 1stWorks OR 1stWorks AFFILIATES HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF 1STWORKS AND 1STWORKS AFFILIATES FOR ANY AND ALL DAMAGES INCURRED BY YOU SHALL BE THE AMOUNT PAID BY YOU TO 1STWORKS FOR THE SERVICE DURING THE PERIOD IN WHICH IT WAS ALLEGED TO BE DEFECTIVE, OR $100 (WHICHEVER IS LOWER).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Your Indemnity of 1stWorks and 1stWorks Affiliates; Termination of Use.
You agree to indemnify, hold harmless, and at their respective options, defend 1stWorks and 1stWorks Affiliates from all causes of action, claims and allegations (whether threatened or pending), costs, fees, charges, and expenses (including reasonable attorneys’ and professionals’ fees), judgments, damages, losses, and liabilities arising from or relating to the breach or alleged breach of your duties or obligations under this ToU or your use of the Service or Proprietary Materials. For any indemnified matter, 1stWorks and 1stWorks Affiliates will have full control of the response thereto and the defense thereof, including any agreement relating to the settlement thereof, and you will cooperate fully with 1stWorks and 1stWorks Affiliates in such matter.

Digital Millennium Copyright Act Compliance.
1stWorks complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If any person has any complaints or objections to material posted or stored on the Service, or communicated by the Service, you may contact our Designated Agent at the following address:

DMCA Agent
1stWorks Corporation
P.O. Box 1030
North Falmouth, MA 02556
Telephone: 508-563-2025
Email: copyright@1stworks.com

Any notice alleging that materials stored on or communicated by this Service infringe intellectual property rights must include the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright owner, its agent, or the law;
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Link to the Privacy Policy.
1stWorks operates the Service under the PRIVACY POLICY published at http://www.1stworks.com/legal.asp#PrivacyPolicy. We urge you to read this policy now and, because the policy is updated from time to time, later at your convenience.

Minors.
This Service is not directed at users under the age of 13. If you are under the age of 13, you are not permitted to register as a Authorized User or Contact or send any information about yourself to us.

Applicable Law and Jurisdiction; Compliance. The Service (excluding links) are controlled by 1stWorks and operated by 1stWorks from its offices in and around Boston, Massachusetts. Because the Service is made available by means of the Internet it is accessible in all fifty states and other countries. As each of these places has laws that may differ from those of Massachusetts and from each other, and as you and 1stWorks both benefit from establishing a predictable legal environment in which to operate, use or otherwise exploit the Service, by using the Service you and 1stWorks agree that all matters arising from or relating to the use and operation of the Service will be governed by the substantive laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Service will be heard and resolved in the federal and state courts located in Massachusetts. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you choose to gain access to the Service from locations other than Massachusetts, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Service or Proprietary Materials in violation of U.S. export laws or regulations.

Miscellaneous Provisions.
No delay or omission by 1stWorks in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this ToU will impair any such right or be construed to be a waiver thereof, and a waiver by 1stWorks of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this ToU, “including” means “including but not limited to.” If any provision of this ToU is found by a court of competent jurisdiction to be invalid or unenforceable, then this ToU will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this ToU sets forth the entire agreement between you and 1stWorks regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. This ToU may be assigned by 1stWorks to any successor to its business, whether by merger, change of control, or sale of all or substantially all of its assets. You agree that the electronic text of this ToU constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.