VONTOO SERVICE AGREEMENT
I understand that the Vontoo Messaging Service is to be used for the intended purpose of communicating with my subscribers or contacts with whom I have a business relationship and will not be used for solicitation and/or telemarketing other than what a subscriber may have requested. Use for unsolicited telemarketing will, in Vontoo's sole discretion result in termination of account and no fees will be refunded. Additionally, clients using the service in such manner shall be liable for Federal FCC and FTC fines and any applicable state penalties.

Further, I understand that this service shall not be used to transmit messages that contain profane language and/or other material deemed to be offensive to the recipients or Vontoo and agree that any use of the Vontoo Messaging Service will conform to the Service Agreement as outlined below.

Terms Of Use
Vontoo Corporation, doing business as and hereinafter "Vontoo" is providing users with access to its telephone messaging services and website, the Vontoo service, subject to the terms and conditions of this Service Agreement (the "Terms of Use"). Any new features, changes, updates or improvements to the current Vontoo service, and the availability of new Vontoo services, shall be subject to the terms of this Service Agreement unless explicitly stated otherwise.


1. YOUR ACCEPTANCE OF THIS Service Agreement
Please read the Service Agreement carefully before using or registering for the Vontoo service. By using or registering for the Vontoo Service, you agree to be bound by the terms and conditions set forth. If you do not wish to be bound by these terms and conditions, you may not access or use the Vontoo Service.


2. MODIFICATION OF TERMS
We reserve the right to modify and restate the terms and conditions of the Service Agreement, and modification(s) shall be effective immediately upon being posted on the Vontoo website.
Unless explicitly stated otherwise, any new feature that augments or enhances the current Vontoo service, including the release of new Vontoo properties, shall be subject to the Service Agreement. You understand and agree that the Vontoo service is provided "AS IS" and that Vontoo assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalized information.
You are responsible for reviewing these terms and conditions regularly. Your continued use of the Vontoo Service shall be deemed to be your conclusive acceptance of all modifications to the Service Agreement.


3. PRIVACY POLICY
Using or registering for the Vontoo Service acknowledges you have read and accept the Vontoo Privacy Policy. Before using or registering for the Vontoo Service, please carefully read the Vontoo Privacy Policy.


4. REMOVE PHONE NUMBER
If members of your group do not wish to receive messages, they may use the "opt out" function at the end of each call, or contact us via email or by sending a letter to Vontoo, 8606 Allisonville Road Suite 260, Indianapolis, IN 46250, or by telephone at 877-TO-VONTOO (877-868-6686) to request the removal of their telephone number from the subscriber list. Only phone numbers maintained in our roster system may be removed in this way. Requests for removal of numbers sent to us in these ways will, to the best of our ability, be forwarded to you. You agree to remove these numbers from any future file sent to us.

5. REGISTRATION INFORMATION
You agree, as a condition of your use of the Vontoo Service, to provide Vontoo with accurate and complete information when registering for or using the Vontoo Service, and to update and maintain such information. Vontoo has the right to suspend, restrict or terminate your use of the Vontoo Service and to refuse any future use of all or portions of the Vontoo Service if Vontoo has reason to believe that you have failed to comply with these requirements.


6. MINIMUM AGE
If you are under the age of eighteen, you are prohibited from using or registering for the Vontoo Service. By using or registering for the Vontoo Service, you warrant to Vontoo Corporation that you are above the age of eighteen.


7. ACCOUNT SECURITY
When you are registered, you are given a user ID and password. You are responsible for protecting the confidentiality of your user ID and password, and are fully responsible for all activities that occur under your user ID and password.

You agree to immediately notify Vontoo of any loss, compromise or unauthorized use of your user ID and password or any other breach of security. You may notify Vontoo by sending a letter to Vontoo, 8606 Allisonville Road Suite 260, Indianapolis, IN 46250, or by telephone at (877) 868-6686.

Vontoo will not be liable for any loss or damage of any kind should you fail to comply with these requirements.


8. CONSENT TO RECORD YOUR VOICE INPUTS
You agree and consent that Vontoo may record the oral or voice communications, utterances, conversations or commands ("Voice Inputs") made by you during the use of the Vontoo Service. By using the Vontoo Service, you expressly consent and grant to Vontoo the right to record and use your Voice Inputs. If you do not want your Voice Inputs recorded or used, you may not use the Vontoo Service.


9. NON-COMMERCIAL PERSONAL USE
Vontoo offers service plans for both commercial use and non-commercial, non-profit use. Vontoo offers fees and rates for both non-profit and commercial/business users. Business users who attempt to use any of the non-profit Vontoo packages will be contacted, and your usage and service will be subject to re-pricing at the then current business or commercial rate.
Commercial clients may use the service to deliver non-solicitation messages to consumers, or reasonable business-to-business use to contact existing customers, subscribers, members or others with which you have an ongoing business relationship.

Non-commercial and non-profit clients and client organizations may use the message service to reach, inform and notify members, players, students, and their families of activities, events and issues important to the organization.

10. RESTRICTION AND MODIFICATION OF SERVICE
You agree that Vontoo may limit your use of the Vontoo Service, including without limitation the frequency and duration for which you may access the Vontoo Service, and that Vontoo has no responsibility or liability for any unavailability or limitation on use of the Vontoo Service. In addition, Vontoo Corporation reserves the right at any time to limit: access to, modify, change or discontinue the Vontoo Service, or any part thereof, with or without notice. You agree that Vontoo Corporation shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Vontoo service. You acknowledge and agree that Vontoo may establish general practices and limits, which may not be published, concerning the use of the Vontoo service, including without limitation the maximum time that messages will be retained, the maximum number of messages that may be sent from or received by an account on the Vontoo Service, the length of message sent and the maximum number of times, and the maximum duration for which you may access the Service, in a given period of time. You agree that Vontoo has no responsibility or liability for the deletion or failure to store any messages and other communications maintained or transmitted by the Vontoo service. You acknowledge that Vontoo reserves the right to terminate any inactive or dormant account(s). You agree and Vontoo reserves the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

You may not modify, license, transfer or sell any information, products or services that you access or obtain from any portion of the Vontoo Service.

11. YOUR CONDUCT
As a condition of your use of the Vontoo Service, you agree and warrant to Vontoo that you will not use the Vontoo Service for any purpose that is unlawful or prohibited by the Service Agreement. You may not use the Vontoo Service in any manner that could damage, impair, disable or overburden the Vontoo Service, interfere in any way with Vontoo's rights, interfere in any way with any other User's use and enjoyment of the Vontoo Service, or otherwise infringe on any person's rights.

Specifically, you agree and warrant to Vontoo that:

You will follow the letter and spirit of the terms of the Service Agreement and all applicable laws;

You will not use, or attempt to use, the Vontoo Service in connection with any commercial messages, junk messages, spamming, advertising or messages that are duplicative, unsolicited, or promotional in nature;

You will not send, or attempt to send, messages to emergency lines, to any health care facility or similar establishment, to numbers assigned to radio common carrier services, to numbers outside the US and Canada, and, unless granted permission from the recipient, to any service for which the called party is charged for the call; You will not transmit, or attempt to transmit, any material that may infringe the contractual, fiduciary, intellectual property rights, or other rights of third parties, including trademark, copyright or the right of publicity;

You will not impersonate, or attempt to impersonate, any other person, falsify contact information, or caller ID phone number displayed to recipients, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Vontoo, or otherwise attempt to mislead others as to the identity of the sender or the origin of a message;

You will not use, or attempt to use, the Vontoo Service to convey any information that may be considered unlawful, harassing, libelous, abusive, threatening, obscene, hateful, offensive, harmful, vulgar, distasteful, defamatory, or invasive of another person's privacy or proprietary rights;

Unless a signed reseller agreement is executed between you and Vontoo, you will not resell, or attempt to resell, the use of the Vontoo Service;

You will not collect, or attempt to collect, or store information about the Vontoo Service or other Users, including contact information, without their consent;

You will not interfere, or attempt to interfere, with or disrupt connections to the Vontoo Service or violate the regulations, policies or procedures of such connections;

You will not attempt to gain unauthorized access to the Vontoo Service, other accounts, computer systems or networks connected to the Service.

You agree and Vontoo retains the right, at its sole discretion, to determine whether or not a User's conduct is consistent with the letter and spirit of the Service Agreement. Vontoo may terminate access to the Vontoo Service if a User's conduct is found to be inconsistent with this Service Agreement.

12. RECIPIENT ACCEPTANCE OF THE VONTOO SERVICE
When the Vontoo Service is subsidized or provided by community oriented sponsors, the Vontoo messages sent to your group may contain short audio messages. These audio messages accompany the voice message you send to other people and are played on the same call before the message content you record. A sponsorship message is ONLY played when the group member is a member of a sponsored group. If you purchase the service directly from the Vontoo website, there will NEVER be a third party sponsorship message played during message delivery.

As a condition of your use of the Vontoo Service, you agree and warrant to Vontoo that you will not use the Vontoo Service to contact people who object to receiving these advertisements.
Certain Clients have the right to purchase or make available the use of the Vontoo service on behalf of groups, teams, clubs, leagues, classes or others within their organization, company, school or Association, and to make the Vontoo service available for use by leaders, coaches, teachers, employees, managers or others. You acknowledge and agree that any group, sub-group or person who uses the Vontoo service under your account or under your sponsorship or purchase of the service must be informed of and abide by this service agreement.

13. NO SPAM AND CONSENT TO DAMAGES
Vontoo will immediately terminate any account that it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited messaging activities. Activities such as sending spam or other unsolicited messages can cause harm to Vontoo (and our customer base) in numerous ways including, but not limited to, damaging the Vontoo brand name, damaging our reputation for delivering relevant messages, damaging our reputation for privacy, damaging our ability to attract and retain customers, and damaging other consumer, customer and business goals, activities, or relationships. Because these and other damages are often difficult to quantify, if actual damages cannot be reasonably calculated, then you agree to pay Vontoo Corporation liquidated damages as prescribed by law, but not less than $5.00 (calculated as a fraction of reasonable customer acquisition costs for the Internet industry) for each piece of spam or unsolicited message transmitted from or otherwise connected with your phone number or account.

14. NO RESPONSIBILITY FOR CONTENT
Vontoo does not guarantee the accuracy, integrity, quality or appropriateness of any messages, communications, information, data, text, music, sound, or other materials ("Content"), whether publicly posted or privately transmitted through the Vontoo Service. You acknowledge that the Vontoo Service simply acts as a passive conduit for the distribution and transmission of information. You acknowledge that Vontoo Corporation has no obligation to screen, preview, or monitor such Content. By using the Vontoo Service, you agree that it is solely YOUR RESPONSIBILITY to evaluate the accuracy, usefulness, completeness or appropriateness of any Content that you send, receive, access, post or otherwise transmit through the Vontoo Service, including Content that may be offensive, indecent or objectionable. Under no circumstances will Vontoo Corporation be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content sent, accessed, posted or otherwise transmitted via the Vontoo Service.

15. DISCLOSURE
Vontoo Corporation may make identifiable information available to our employees and third parties with whom we contract for use solely to handle your accounts. In addition, Vontoo Corporation may provide non-personally identifiable aggregate statistics, unique identifiers, demographic and other anonymous information about our Users to advertisers, Service Providers, and other third parties. You acknowledge and agree that Vontoo may make such uses of information you provide or Vontoo Corporation collects.
While Vontoo is committed to protect your privacy, you acknowledge and agree that Vontoo may disclose any information or Content as described herein, or if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with the legal process; (b) respond to claims of a violation of the rights of third parties; or (c) protect the rights, property or safety of Vontoo Corporation, its Users or the public. Vontoo Corporation does not accept any responsibility for accidental or inadvertent disclosure, unauthorized access or other disclosure as required by law or described herein.

As we continue to develop our business, we might sell or buy other companies or assets. In such transactions, customer information generally is one of the transferred business assets. Also, in the unlikely event that Vontoo, or substantially all of its assets are acquired, you consent to the transfer of your information as one of the transferred assets, to be used as defined above and in accordance with our privacy policy.

16. SERVICE PROVIDERS
Vontoo does not endorse and is not responsible or liable for any Content, data, advertising, products or services available or unavailable from, or through, such Service Providers. You further agree that should you use or rely on such Content, data, advertisement, goods or services on, available or unavailable from, or through any such Service Provider. Vontoo is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of Service Providers, and any other terms, conditions, representations or warranties associated with such dealings, are between you and such Service Providers exclusively and do not involve Vontoo.

You agree that Vontoo is not responsible for the accessibility or unavailability of Service Providers or for your interaction and dealings with them.

17. SERVICE FEES AND CHARGES
The basic account fees ("Service Fees") shall be provided at the rates set out in the Vontoo pricing plan at the time of subscription, plus applicable taxes. Vontoo may from time to time modify the Service Fees for renewal.

18. BILLING
Service Fees shall be paid through checks, credit or debit cards or other means as may be printed on invoices or posted on our web site.
Billing may be made by a third party.

The Subscriber shall pay their basic account fees monthly, seasonally or annually in advance at times and rates set out in the pricing plan. Any calls made over the specified number of Free Trial calls must be paid for.

If seasonally or annually in advance, the basic account fees will be debited to the User's credit or debit card on the date that the account was created, and thereafter on the Subscriber's regular billing date (being a date specified by Vontoo) and on periodically thereafter;

If for any reason payment is not effected through the Subscriber's credit or debit card and payment becomes past due, Vontoo will assess a late payment charge of 1.5% per month, or 18% annually (or the highest amount allowed by law, whichever is lower) on the amount due. The total amount of the late payment, and the late charge, shall be due and payable immediately. Subscriber is responsible for any fees, including attorney and collection fees that Vontoo may incur in its efforts to collect any Service Fees, surcharges and late payment charges owing from the Subscriber.

Vontoo reserves the right to change the billing process upon providing the Subscriber with 30 days notice in writing.

19. TERM AND TERMINATION AND SATISFACTION GUARANTEE
The initial term of the Vontoo service shall be as defined in your rate plan, and shall continue for automatic subscription renewals, thereafter until terminated by either party in accordance with these Terms of Service.

If for any reason the subscription is terminated by the Subscriber, Vontoo will refund the Service Fees on a pro rata basis from the date of such termination to the end of the then current term, or for unused Calls if purchased on a per-call plan, less any set-up charges and reduction in earned volume discounts.

20. LIABILITY DISCLAIMER
YOU AGREE THAT:
A. IF YOU USE THE VONTOO SERVICE, YOU DO SO AT YOUR OWN AND SOLE RISK. THE VONTOO SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VONTOO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

VONTOO MAY ALSO PROVIDE MESSAGING SERVICES TO COMMERCIAL AND GOVERNMENT EMERGENCY MANAGEMENT AGENCIES. IN THE EVENT OF A CRITICAL EMERGENCY, REGULAR VONTOO MESSAGING SERVICES MAY TEMPORARILY BE PRE-EMPTED.

B. VONTOO DOES NOT WARRANT THAT (I) THE VONTOO SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE VONTOO SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VONTOO SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE VONTOO SERVICE WILL MEET YOUR EXPECTATIONS, (V) ANY INFORMATION YOU PROVIDE OR VONTOO COLLECTS WILL NOT BE DISCLOSED, OR (VI) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. YOU ARE ESPECIALLY ADVISED NOT TO USE OR RELY ON THE VONTOO SERVICE AND INFORMATION OR ANY OTHER PROGRAM, INFORMATION OR SERVICE WHATSOEVER RELATED THERETO FOR "CONTENT SENSITIVE" OR "MISSION CRITICAL" APPLICATIONS AND USE. "CONTENT SENSITIVE" SHALL MEAN ANY INFORMATION OR DATA YOU DO NOT WISH TO BE ACCESSIBLE TO OTHER USERS. "MISSION CRITICAL" APPLICATIONS AND USE SHALL MEAN APPLICATIONS AND USE THAT MAY RESULT IN DAMAGE.

C. IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE USE OF THE VONTOO SERVICE, YOU DO SO AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU IN CONNECTION WITH SUCH ACTIONS.

D. NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM VONTOO OR THROUGH OR FROM THE VONTOO SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

21. LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT VONTOO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF VONTOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE VONTOO SERVICE; (II) THE COST OF ANY SUBSTITUTE GOODS AND SERVICES PURCHASED TO REPLACE ANY GOODS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF ANY INFORMATION OBTAINED FROM OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE VONTOO SERVICE; (III) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR MESSAGES; (IV) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY ON THE VONTOO SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE VONTOO SERVICE.

22. INDEMNIFICATION
You agree to indemnify, defend and hold harmless Vontoo, its officers, directors, owners, employees, agents, other service providers, vendors or customers from and against all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees resulting from any violation of the Service Agreement by you or any harm you may cause to anyone. You agree and we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

23. PROPRIETARY RIGHTS
You acknowledge and agree that the Vontoo service and any necessary software used in connection with the Vontoo service and Service Providers contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor messages or information presented to you through the Vontoo service or sponsors is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not, and agree not to, modify, reformat, copy, display, distribute, transmit, publish, license, create derivative works from, or transfer or sell any information, products or services obtained from Vontoo, except as set forth herein. Vontoo Corporation, the Vontoo logo and other logos, product and service names may be trademarks, service marks or other intellectual property of Vontoo (the "Vontoo Marks"). You agree not to display or use the Vontoo Marks in any manner without the prior permission of Vontoo.

24. NOTICE
You agree that Vontoo may communicate any notices to you, including notices of changes to the Service Agreement, through e-mail, regular mail, posting the notices on the Vontoo.com website or playing them to you on the phone through the Vontoo Service.

25. ENTIRE AGREEMENT
The Service Agreement governs your use of the Vontoo service and constitutes the entire agreement between you and Vontoo. It supersedes any prior agreements between you and Vontoo. Additional terms and conditions may apply when you use the services of service providers and others. These additional terms will not reduce, diminish or eliminate any rights Vontoo possesses with respect to this Service Agreement.

26. GOVERNING LAW AND ARBITRATION
The Service Agreement and the relationship between you and Vontoo shall be governed by the laws of the State of Indiana without regard to its conflict of law provisions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Vontoo service or to the terms of this Service Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. You agree to submit any dispute with Vontoo exclusively to final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The location of any arbitration shall be in the city of Indianapolis, Indiana. You agree any arbitrator shall not have the authority to award punitive damages. You agree to be bound by any ruling in such arbitration proceeding and that such ruling shall be enforceable in any court of competent jurisdiction.

27. SCHEDULED MAINTENANCE WINDOW
Vontoo has initiated a Scheduled Maintenance Window program, where latest patches and fixes can be applied on our servers at a predefined time every week. All future releases of the product will also be done during these Maintenance Windows.

Please make a note of these Maintenance Window times:
Monday, Wednesday, and Fridays from 11:00 PM to 3:00 AM Eastern.

28. MISCELLANEOUS
Any failure by Vontoo to exercise any rights or enforce any of the terms of this Service Agreement shall not constitute a waiver of such rights or terms. If any portion of the Service Agreement is found by an arbitrator or a court of competent jurisdiction to be invalid, the arbitrator or court should nevertheless give effect to the parties' intentions expressed herein. All other provisions of the Service Agreement remain in full force and effect.
Vontoo is a service and service mark of Vontoo Corporation.