CallWave Corporate Licensing Agreement

Acceptance of the terms
This CallWave Corporate Licensing Agreement (the "Agreement") is a legal agreement between the individual, entity, or other legal person whose name is inserted in the Corporate Fax Line: Price Quote as the "Customer" (the "Customer"), and CallWave, Inc. ("CallWave"), in order to memorialize certain license rights that CallWave is granting to Customer for the use of the following services that are owned and operated by CallWave: the Internet Answering Machine Service (the "IAM Service"), the Voice Mail Service (the "Voice Mail Service"), the CallWave Fax Line Service, including CallWave FaxWave Service (individually or collectively the "CallWave Fax Line Service"), the Telemarketing Blocking Service (the "Telemarketer Blocking Service"), and/or the CallWave Phone Line Service (the "CallWave Phone Line Service" or "CPL Service") (such services individually, the "CallWave Service", and collectively, the "CallWave Services").

The individual accepting this Agreement on behalf of Customer expressly represents that such individual is duly authorized to cause Customer to enter into this Agreement, and Customer represents and warrants that Customer is authorized to bind its employees (individually, the "Employee", and collectively, the "Employees") to any and/or all CallWave Services and the obligations imposed upon them herein. Customer represents and warrants that Customer has reviewed and agrees to be bound by the Terms of Services for CallWave, Inc. Products and Services (the "Terms of Service") and the CallWave Privacy Statement (the "Privacy Statement"). The Terms of Service and the Privacy Statement are hereby incorporated into this Agreement by this reference.

CallWave reserves the right to change this Agreement, the Terms of Service, and the Privacy Statement at any time, and to notify Customer by email of the updated version of this Agreement. No change to this Agreement will be binding upon CallWave unless CallWave has approved and delivered a copy of the change to Customer by email. Customer agrees to review all changes to the Agreement, the Terms of Service and the Privacy Statement, and further agrees that if any such change is not acceptable to Customer, then Customer immediately shall terminate use of the CallWave Services and the software provided by CallWave. Customer's use of the CallWave Services or such software after the effective date of any such change constitutes Customer's acceptance of all of the changes.

License
In consideration of Customer's acceptance of this Agreement, and subject to the terms and conditions in this Agreement, CallWave hereby grants to Customer a license to register for and install the respective software for the IAM Service, Voice Mail Service, CallWave Fax Line Service, Telemarketer Blocking Service and/or CallWave Phone Line Service for use solely by such of Company's Employees as Company elects to register for use of such respective Service. The foregoing license rights do not include any right to grant sublicenses to any other person.

Customer agrees to pay all charges and fees imposed by CallWave from time to time for the use of any such CallWave Service by Customer and its Employees, as well as all excise taxes and regulatory surcharges imposed upon CallWave with respect to Customer's use of such CallWave Service (collectively, the "Charges"). CallWave shall deliver to Customer a collective invoice for all unique CallWave Service accounts for which Employees register pursuant to this Agreement. Such invoice shall be delivered to Customer either by postal mail to the billing address given upon registration, by email to the email address given upon registration, or by fax to the fax number given upon registration. Customer shall pay the balance due to CallWave by check, money order or credit card, prior to the due date noted on such invoice. If Customer fails to pay applicable Charges when due, then CallWave in its sole and absolute discretion may cancel the pertinent CallWave Services, and may pursue such other remedies as are available under applicable law for collection of delinquent Charges.

By accepting this Agreement, Customer represents, warrants, and agrees that each Employee shall use the CallWave Services solely in accordance with the CallWave Terms of Service and the Privacy Statement. Customer acknowledges that if any Employee violates the Terms of Service or the Privacy Statement, then in addition to other remedies available by law, CallWave in its sole discretion may elect to terminate the Employee's CallWave Service account. Any delay by CallWave in terminating an Employee's account following such Employee's violation of this Agreement, the Terms of Service, or the Privacy Statement shall not preclude CallWave from terminating such Employee's account at any future point for any prior or then-current violation of this Agreement, the Terms of Service, or the Privacy Statement. CallWave shall not be liable to Customer, to any of its Employees, or to any third party for any charges incurred by reason of the termination of Customer's CallWave Service account or that of any of Customer's Employees.

If Customer objects to any portion of this Agreement or to any future modifications to this Agreement, the Terms of Service, or the Privacy Policy, or if Customer at any time in the future becomes dissatisfied with the CallWave Services, then Customer's sole recourse is to terminate the affected CallWave Service accounts.

Indemnification
Customer shall indemnify, defend, and hold CallWave, its parents, subsidiaries, affiliates, officers, directors, employees, and other agents free and harmless from any and all claims, costs, damages, and expenses (including but not limited to reasonable attorneys' fees), which arise from or are related to any act or omission by Customer or any of its Employees in connection with the use of any of the CallWave Services, including but not limited to any such claims, costs, damages, and expenses arising from or related to any violation by Customer or any such Employee of (i) any terms and conditions of this Agreement, the Terms of Service, the Privacy Statement, (ii) any applicable law, rule, or regulation, or (iii) the intellectual property rights or other rights of any other person.

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