Terms and Conditions for CallWave, Inc. Products and Services

1. Acceptance of terms and conditions
2. CallWave services
3. Requirements for CallWave services
4. Use of CallWave services
5. Use of software and software license
6. Intellectual property; limited license to users
7. Paid services
8. Free CallWave services
9. Use of calling features
10. Use of CallWave "Text Reply" and "Send Text" features
11. Use of CallWave service telephone numbers
12. Use of fax features
13. Changes to member's third-party services
14. Modifications of CallWave services
15. Member conduct
16. Privacy policy
17. Member messages to CallWave
18. Disclaimer of warranties
19. Limitation of liability
20. Service outages
21. Force Majeure
22. Third parties
23. Indemnification
24. Termination
25. Participation in promotions of advertisers
26. Trademark and proprietary rights to content
27. No third party beneficiaries
28. Notice
29. Arbitration
30. Miscellaneous
31. Additional terms for prepaid mobile customers
32. Additional terms for mobile rewards (prepaid) customers

1) ACCEPTANCE OF TERMS AND CONDITIONS
This agreement is between CallWave, Inc. ("CallWave") and you ("you" or "Member"), as an authorized user of "CallWave Services" (as defined in Section 2, below), and governs the terms and conditions of the Member's use of the CallWave Services. Each CallWave Service is provided to the Member under these Terms and Conditions for CallWave, Inc., including any operating rules, and/or policies that may be published by CallWave (TM) from time to time (collectively, the "Agreement"). This Agreement and such policies constitute the entire agreement between Member and CallWave and supersede all prior agreements between the parties regarding the subject matter contained herein. BY USING ANY OF THE CALLWAVE SERVICES, MEMBER CONFIRMS THEIR ACCEPTANCE OF, AND AGREES TO BE BOUND BY, THIS AGREEMENT.

CallWave reserves the right to change the Agreement at any time and to notify Member by posting an updated version of the Agreement on the CallWave website. No other Agreement version will be effective or enforceable against CallWave. Member agrees to review changes to the Agreement and the CallWave Privacy Statement from time to time and if any change is not acceptable to Member, Member agrees to immediately terminate use of the CallWave Services. Member's use of the CallWave Services after the effective date of any such change constitutes Member's acceptance of all such changes.

The CallWave Services provided pursuant to this Agreement are being offered only to natural persons age eighteen (18) or older, and to individuals, entities, or other legal persons who have authorization to sign legally binding contracts. By accepting the terms of this Agreement, Member is representing and warranting to CallWave that Member is age eighteen (18) or older and/or the authorized signatory. If any information provided to CallWave by Member is inaccurate, then CallWave may, in its sole discretion, elect to terminate Member's membership and right to use the CallWave Services.

The rights granted to Member under this Agreement are personal to Member. Member may not sell, assign, sublicense, or otherwise transfer or agree to transfer all or any portion of those rights without the prior written consent of CallWave, which consent may be withheld in the absolute discretion of CallWave.

2) CALLWAVE SERVICES
CallWave Services are owned and operated by CallWave. Individually, the CallWave Services are:

1. Mobile Voice Mail provides Members that have mobile phone service from third-party mobile phone carriers one or more of the following services: voicemail, voice-to-text translation of voicemail, call alerting, call screening, and call transfer applications on calls forwarded to CallWave from Members' mobile phones through Members' existing telecommunications service providers; and
2. Text Messaging provides Short Message Service (SMS) messaging from CallWave software running on Members' PCs to mobile phone numbers; and
3. Internet Voice Mail, or IVM provides Members with dial-up and broadband connections to third-party Internet service providers the following services: visual and virtual voicemail, call alerting, call forwarding, including the busy-call-forwarding and no-answer-call-forwarding features, call screening, and take-the-call applications on calls forwarded from their home or other existing phone line through their existing telecommunications service providers; and
4. Virtual Telephone Numbers, or VTN provide Members with customized routing to dedicated voice numbers utilizing their existing mobile or landline telephone services received from third-party telecommunications providers. Features included with the VTNs for voice are: use of a CallWave Service Number (as defined below in Section 11), "Call Preview," which allows customers to arrange to have calls routed using their VTNs forwarded to their cellular phone and screen such calls on their cellular phone before answering; "Call Transfer," which allows customers to transfer calls from a cellular phone to a landline; and "Follow Me Home," which allows customers to receive cellular phone calls on their landline phone when their cellular phone is turned off; and
5. Virtual Telephone Numbers, or VTN provide Members with customized routing to dedicated voice and fax numbers utilizing their existing mobile or landline telephone and/or fax services received from third-party telecommunications providers. Features included with the VTNs for voice are: use of a CallWave Service Number (as defined below in Section 11), "Call Preview," which allows customers to arrange to have calls routed using their VTNs forwarded to their cellular phone and screen such calls on their cellular phone before answering; "Call Transfer," which allows customers to transfer calls from a cellular phone to a landline; and "Follow Me Home," which allows customers to receive cellular phone calls on their landline phone when their cellular phone is turned off; and
6. CallWave Mobile Prepaid Service provides Members with a prepaid mobile phone bundle that includes a refurbished phone, the right to access CallWave Services through a CallWave Service Number (as defined below in Section 11), prepaid minutes, and "Minute Stretcher" features including Follow Me Home, Call Transfer and Call Preview.

CallWave may provide Members with promotions that contain links to third-party websites. CallWave has no control over the content of third-party websites or the services and products available from those third-party websites or third-party service providers and, unless otherwise stated, CallWave does not recommend or endorse the third-party website or provider. CallWave shall not be liable for any direct, indirect, consequential, punitive or other damages or losses related to Member's use of third-party websites or services. Member assumes full responsibility when Member chooses to use any services from a third-party or follows any links that lead to third-party websites, and Member agrees to defend, indemnify and hold CallWave harmless from and against any claims, actions or demands, rising from or related to Member's accessing or using any such third-party websites, including, without limitation, reasonable legal and accounting fees. This Agreement applies only to CallWave Services.

3) REQUIREMENTS FOR CALLWAVE SERVICES
In order to use CallWave Services, Member must (i) provide all equipment necessary to establish a connection to the Internet, including a computer and modem, and all telecommunications devices which the Member intends to use in conjunction with the CallWave Services, (ii) obtain access to the Internet with a third-party provider and pay all fees associated with such access, (iii) subscribe to local exchange telephone, wireless telephone, or equivalent services for telecommunications services from a third-party provider, including but not limiting to all ancillary services and equipment features as CallWave may notify Member are necessary for receipt and use of the CallWave Services, including the busy-call-forwarding and/or no-answer-call-forwarding service, if necessary, and (iv) download, install, and maintain software compatible with such CallWave Services.

In consideration of these CallWave Services, Member agrees to: (i) provide current, complete, and accurate information about Member's Internet access and telecommunications services as are required by CallWave for provision of the CallWave Services; (ii) maintain and update the information as required to keep such information current, complete, and accurate; (iii) use the CallWave Services only in accordance with applicable law; (iv) comply with United States law regarding the transmission of technical data exported from the United States through the CallWave Services; (v) not use the CallWave Services for illegal purposes; (vi) not interfere with or disrupt networks connected to the CallWave Services; (vii) comply with all regulations, policies and procedures of networks connected to the CallWave Services; and (viii) with respect to any CallWave Service, transfer calls to continental United States telephone lines only.

Members may be required to use the most recent version of the CallWave Services as a condition of continuing to use the CallWave Services. CallWave uses various technical information about a Member's computer's operating environment to help CallWave properly configure, diagnose, and monitor the CallWave Services and their usage. In addition, when Member makes use of the CallWave Service, CallWave may, from time to time, unilaterally download to Member's computer system the most recent version of the CallWave Service or may instruct Member to do so. CallWave may inform Members about the availability of new versions of the CallWave Services via email or through the CallWave Service itself.

4) USE OF CALLWAVE SERVICES
When using the CallWave Services, Member shall be subject to any posted guidelines, rules, or licenses applicable to such CallWave Services and to this Agreement. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement.

In addition to the CallWave Services, CallWave may also make available materials, information, and services provided by third parties (collectively, the "Third-Party Services"). The Third-Party Services are governed by separate license agreements that accompany such services. CallWave offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Services, including any liability resulting from incompatibility between the Third-Party Services and the CallWave Services. Member agrees that they will not hold CallWave responsible or liable with respect to the Third-Party Services or seek to do so.

The CallWave Services are designed to be used solely in conjunction with local exchange telephone, wireless telephone, or equivalent telecommunications services that the Member procures from a third-party provider rather than as a substitute or replacement for such third-party telecommunications services. EMERGENCY SERVICES CANNOT BE ACCESSED BY ORIGINATING CALLS TO 911 USING CALLWAVE SERVICES (except for Prepaid Mobile Services, the additional terms for which are set forth in Section 30 below). Member understands and acknowledges that emergency services cannot be accessed by originating calls to 911 using CallWave Services. Member understands and acknowledges that Member must have and use a different means of contacting 911 emergency services. Member must notify any guests, residents or other third parties who may be present at the physical location where CallWave Services are available that they cannot reach emergency services by originating calls to 911 using CallWave Services and they must use a different means to contact 911 emergency services.

Neither CallWave nor any of its affiliates, subsidiaries, parent companies, agents, network service providers, contractors, suppliers, partners, officers, directors or employees are or will be liable to any extent or in any manner whatsoever for the inability of persons to access emergency services by originating a call to 911 using CallWave Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MEMBER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CALLWAVE, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE CALLWAVE SERVICES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, LIABILITIES, EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES), PENALTIES, FINES, DEATH, INJURY TO PERSONS OR DAMAGES TO TANGIBLE PROPERTY ARISING BY VIRTUE OF OR RELATING TO THE ABSENCE OF 911 SERVICE AND/OR THE INABILITY OF MEMBER OR ANY THIRD PERSON OR PARTY TO BE ABLE TO DIAL 911 USING CALLWAVE SERVICES. This Section 4 shall survive termination of this Agreement.

5) USE OF SOFTWARE & SOFTWARE LICENSE
The software and accompanying documentation (the "CallWave Software") that is made available to download from CallWave's website is the copyrighted and/or patented work of CallWave and/or its suppliers. Use of the software is governed by the terms of this agreement. Member will not be able to download or install any software unless the Member agrees to this Agreement, including the terms and conditions of this Section 5. If Member does not agree to such terms, Member will not be able to use the software. Absent a license agreement that accompanies the software, use of the software will be governed by this Agreement. Member agrees that they will not decompile, reverse engineer, or otherwise attempt to discover the source code of the software available through CallWave.

CallWave grants Member a royalty-free, nonexclusive, limited, revocable license to download and use the CallWave Software only (1) in conjunction with the CallWave Services and (2) in accordance with all of the terms and conditions of this Agreement. No sublicenses may be granted by Member. This CallWave Software license shall expire when the Member's CallWave Services account is terminated in accordance with the provisions of Section 23: Termination.

Member may be required to use the most recent version of the CallWave Software as a condition of continuing to use the CallWave Services. CallWave uses various technical information about a Member's computer's operating environment to help CallWave properly configure, diagnose, and monitor the CallWave Software and its usage. In addition, from time to time when Member makes use of the CallWave Software, CallWave unilaterally may download to Member's computer system the most recent version of the CallWave Software or may instruct Member to do so. CallWave may inform Members about the availability of new versions of the CallWave Software via email or through the CallWave Software.

By agreeing to this Agreement, Member expressly agrees not to:
(1) Modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the software available through CallWave, or permit others to do so;
(2) Bypass or defeat any feature or function of the software available through CallWave;
(3) Distribute the CallWave Software;
(4) Copy the CallWave Software;
(5) Rent, lease, sublicense, grant a security interest in, or otherwise transfer rights in the CallWave Software;
(6) Remove or modify any proprietary notices or labels in the CallWave Software;
(7) Export or re-export any portion of the CallWave Software (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the U.S. has embargoed exports of goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders;
(8) Access the Service with any software not provided specifically by CallWave, Inc.; or
(9) Partake in any personal or business-related activity that would constitute a criminal offense or otherwise violate any applicable local, state, federal or international law.

6) INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS
The CallWave Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the CallWave Services may violate such laws and this Agreement. Except as expressly provided herein, CallWave does not grant any express or implied rights to use the CallWave Services. Member agrees not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the CallWave Services, except as expressly authorized herein.

7) PAID SERVICES
Members who subscribe to paid CallWave Services (the "Paid CallWave Services") are obligated to pay, as a condition of subscribing to the Paid CallWave Services, all charges and fees imposed by CallWave (including but not limited to one-time activation and setup fees, monthly recurring fees, usage fees for fax when page limits are exceeded, and event-based fees such as the pay-per-Take-the-Call feature in the IVM Messenger service), as well as all excise taxes and regulatory surcharges imposed upon CallWave for the Paid CallWave Services (collectively, the "Charges"). As a condition of accepting or continuing any subscription for the Paid CallWave Services, CallWave reserves the right to perform such credit verification as CallWave determines to be appropriate, and Member agrees to grant all authorizations and provide all information necessary or convenient to perform CallWave's credit verification. CallWave may change the amount of the Charges from time to time upon advance written notice to Member at the email address provided upon registration for the Paid CallWave Services. Any such new or modified Charges will take effect upon the date of such written notice, which shall be deemed the date of delivery for the notice, or such later date as is specified therein. A Member may avoid such new or modified Charges by canceling the subscription to the Paid CallWave Services prior to the date on which the new or modified Charges are to take effect.

All Members who subscribed to any Paid CallWave Services at any time before May 14, 2004, will be responsible for paying in advance, on a monthly or annual basis, all such Charges for Paid CallWave Services to be rendered the forthcoming relevant period, monthly or annually, as the case may be, and as measured from the date on which such Member first registered for the Paid CallWave Services (the "Commencement Date"). Member will be charged automatically on the anniversary date of Member's chosen payment plan. For example, if Member selects an annual payment plan, Member will be automatically charged on the annual anniversary of the Commencement Date.

All Members who subscribed to any Paid CallWave Services with a monthly service plan on or after May 14, 2004, will be responsible for paying all such Charges for Paid CallWave Services rendered during the prior month at the end of the current month, as measured from Member's Commencement Date. Member will be automatically charged on a monthly basis.

All Members who subscribed to the Paid CallWave Services with an annual service plan on or after May 14, 2004, will be responsible for paying all such Charges for Paid CallWave Services to be rendered, no later than the thirtieth (30th) day of Member's subscription, as measured from Member's Commencement Date. Such Charge will be applied to Member's subscription to the Paid CallWave Services for a period of twelve (12) months from Member's Commencement Date. Member will be automatically charged for the annual payment on the anniversary date of Member's chosen payment plan. For example, if Member selects an annual payment plan, Member will be automatically charged on the annual anniversary of the Commencement Date.

Upon subscribing to the Paid CallWave Services, Member may elect to pay the Charges either (i) with a credit card from such credit card issuer as is acceptable to CallWave, (ii) with a personal check or money order, or (iii) by a charge to Member's telephone service bill. If CallWave is unable to successfully charge Member's telephone service bill, Member shall pay the balance due by credit card, personal check or money order. Unless otherwise requested or permitted by CallWave, Member may change the method of payment only on a quarterly basis, and only in accordance with procedures as prescribed by CallWave from time to time.

Except for selection of manual check payment methods, CallWave will not render a separate statement to the Member for the Charges. If Member pays the Charges (i) by credit card, such Charges will appear on the Member's credit card statement, (ii) by debit to Member's checking account, then such Charges will appear on Member's periodic bank statement, or (iii) by telephone service bill, then such Charges will appear in the "ESBI" section of Member's telephone service bill. To pay for the Paid CallWave Services using Member's telephone service bill, Member must be authorized by the telephone service account owner to make changes to and/or incur charges on the owner's telephone service account. If, for any reason, CallWave is unable to bill or collect any amounts according to Member's requested payment method, Member shall remain responsible for all such amounts. If Member fails to pay applicable Charges when due, then CallWave may, in its sole and absolute discretion, cancel the Paid CallWave Services, and may pursue such remedies as are available under applicable law for collection of delinquent Charges.

If Member subscribes for Paid CallWave Services, then such Member will be responsible for the full monthly or annual charges to the end of the then-current term. Any then-paid Charges shall not be refundable, regardless of the date of termination for those Paid CallWave Services. If Member has terminated the Paid CallWave Services in accordance with the provisions of Section 23: Termination, below, prior to the anniversary date through which Member has paid the Charges for such Paid CallWave Services, CallWave shall not renew Member's Paid CallWave Services subscription, and shall not charge Member any Charges for such Paid CallWave Services, with respect to the period following that anniversary date.

CallWave does not issue refunds or credits for international message credits purchased by Members.

8) FREE CALLWAVE SERVICES
CallWave may, from time to time, offer particular CallWave Services free of charge to its Members. In addition, from time-to-time, CallWave may choose, in its sole discretion, to promote its new CallWave Services for a specified amount of time at no cost to its Members (the "Free CallWave Services"). CallWave provides the Free CallWave Services as an accommodation to its Members, and reserves the right to terminate Member's Free CallWave Services at anytime without notice. The Free CallWave Services and all CallWave Software associated therewith are for personal, non-commercial use only. If Member intends to use the Free CallWave Services for commercial use, or Member desires more than one account, then Member agrees to upgrade to a Paid CallWave Services. Free CallWave Services are subject to the terms of this Agreement.

9) USE OF CALLING FEATURES
CallWave's "Reasonable Use" policy ensures that the entire community of CallWave subscribers has a chance to use calling features such as Make Call and Callback. The reasonable use policy is determined by CallWave at its sole discretion and will likely change from time to time. Member agrees (a) to limit use of the calling service to only one user per account, (b) never to resell or redistribute the calling service in any way, and (c) to indemnify CallWave for all costs incurred by CallWave by reason of Member's breach of the restrictions imposed by clauses "(a)" and "(b)." CallWave may change calling limits at any time and impose limits on previously unlimited services. CallWave reserves the right to disable calling features or terminate accounts at any time.

10) USE OF CALLWAVE "TEXT REPLY" AND "SEND TEXT" FEATURES
Some CallWave Services may include "Text Reply" or "Send Text" features that allow Members to send text from their PC to a cellular phone. Use of this feature is at Member's own risk. Delivery of Text Messages is not guaranteed. Member acknowledges that recipients of Text Messages sent by Member may be charged a fee for each message by their cellular provider. The Text messaging features shall not be used for promotion or "Spam". CallWave reserves the right to disable this feature at any time for any reason. Member agrees (a) to limit use of the texting service to only one user per account, (b) never to resell or redistribute the texting service in any way, and (c) to indemnify CallWave for all costs incurred by CallWave by reason of Member's breach of the restrictions imposed by clauses "(a)" and "(b)." CallWave may change texting limits at any time and impose limits on unlimited services. CallWave reserves the right to disable texting features or terminate accounts at any time.

11) CALLWAVE SERVICE TELEPHONE NUMBERS
Members who subscribe to certain CallWave Services will be permitted to access those CallWave Services by utilizing dedicated telephone numbers assigned specifically to the Member ("CallWave Service Telephone Numbers"). With respect to each and every CallWave Service Telephone Number, the Member is the end-user subscriber for such CallWave Service Telephone Number, which Member shall utilize only in conjunction with CallWave Services until such time as CallWave Services are terminated.

Member understands and agrees that CallWave has reserved the right from time to time to elect, in CallWave's sole discretion, to change the CallWave Service Telephone Number assigned to the Member (whether due to an area code split or any other reason whether outside or within CallWave's control). Member agrees that CallWave will not be liable for damages (including consequential or special damages) arising out of any such change in the CallWave Service Telephone Number assigned, and Member hereby waives any claims with respect to any such change, whether based on contractual, tort or other grounds, even if CallWave has been advised of the possibility of damages.

12) USE OF FAX FEATURES
Member agrees (a) to limit use of the fax service to only one user per fax account, (b) never to resell or redistribute the fax service in any way, and (c) to indemnify CallWave for all costs incurred by CallWave by reason of Member's breach of the restrictions imposed by clauses "(a)" and "(b)." CallWave at any time and from time to time may change inbound and outbound fax page limits and impose limits on previously unlimited services. CallWave reserves the right to disable fax features or terminate accounts at any time.

Transmission of unsolicited fax advertisements is regulated in the United States under the Federal Telephone Consumer Protection Act and is also regulated under the laws of numerous other countries. Distribution of unsolicited fax advertisements through CallWave Services is prohibited.

CallWave may develop means to prevent the distribution and receipt of unsolicited fax advertisements to Members. At CallWave's option and without further notice, CallWave may use technologies and procedures, such as filters, that may terminate such unsolicited fax advertisements without delivering them.

13) CHANGES TO MEMBER'S THIRD-PARTY SERVICES
In order to use certain aspects of the CallWave Services, Member may be required to authorize CallWave to make certain changes to services Member obtains from third-party providers on Member's behalf. CallWave's IVM Service works best with call forwarding services from Member's third-party service providers ("Call Forwarding Service"). It may be most efficient for CallWave to place orders for Call Forwarding Service and make other changes to services Member obtains from third-party providers to support the installation of CallWave Services. By agreeing to the terms of this Agreement, Member is certifying that (a) Member is authorized to make changes to, and incur fees and charges for, services Member obtains from third-party providers that will be used in conjunction with the CallWave Services, (b) Member authorizes CallWave, as Member's agent, to place orders for Call Forwarding Service and make other changes to services Member obtains from third-party providers to support the installation of CallWave Services, and (c) Member agrees to remain solely responsible for paying all fees and charges for orders placed and other changes by CallWave to services Member obtains from third-party providers. CallWave assumes no responsibility for the provision of services ordered by CallWave as agent for Member under this Agreement. Member agrees that CallWave shall not be in breach of its obligations to Member hereunder, if CallWave is prevented from performing such obligations by reason of the breach or other failure by any third party to perform its obligations to Member for services that CallWave obtained from such third-party as Member's agent as contemplated by this Section. If Member in the future so authorizes CallWave as Member's agent as contemplated herein, then CallWave may (i) access Member's service account information maintained by such Member's third-party service provider, and (ii) make any such changes to Member's service account and service as are necessary in order to activate the new CallWave Services for use by Member. CallWave does not provide or resell the services Member' obtains from third-party providers and, as provided herein, is only acting as Member's agent for the purposes of ordering certain services on Member's behalf required for Member's use of the CallWave Services. Member acknowledges that CallWave has no obligation to inform Member of any such increased charges or other modifications in the pricing structure or other terms of service for services Member obtains from third-party providers, including but not limited to Call Forwarding Service. The third party equipment and services governed by Section 21 of this Agreement are independent of and separate from the services that CallWave may obtain from third parties as Member's agent as contemplated by this Section 12.

14) MODIFICATIONS OF CALLWAVE SERVICES
CallWave reserves the right to terminate or modify individual features of Member's CallWave Services from time to time with or without notice to Member. In the event CallWave opts to send written notice to Member detailing such termination or modification, an email will be sent to the email address most recently provided by Member to CallWave. Any such termination or modification to Member's CallWave Services will take effect upon the date of such written notice or such later date as specified therein.

CallWave may, in its sole discretion, determine the extent, if any, to which any such modifications may impact the Charges for the CallWave Services, but CallWave shall not have any obligation to adjust the Charges by reason of any such modifications to the CallWave Services.

CallWave shall not be liable to Member or any third party should CallWave exercise its right to modify or terminate CallWave Services or any feature of such CallWave Services.

15) MEMBER CONDUCT
Member is solely responsible for the contents of his or her communications made using the CallWave Services. CallWave bears no responsibility for communications received by Member from third persons while using the CallWave Services. Member's use of the CallWave Services is subject to all applicable local, state, national and international laws and regulations.

Member shall be fully liable for all use of Member's account, including any unauthorized use of such account by any third party. CallWave bears no responsibility for communications received by Member from third persons while using the CallWave Services or any use of any person's telecommunications service, including but not limited to, Member's telecommunications services in connection with the use of CallWave Services.

The CallWave Services make use of the Internet and SS7 telephone network to receive, process and/or send certain messages to Members; Member's conduct is therefore subject to laws, rules, regulations, policies and procedures governing the use of the Internet and SS7 telephone network. Members will not use the CallWave Services in conjunction with any person's telecommunications service who has not given specific permission to Member.

Member agrees not to make any communications or transmissions in conjunction with its use of the CallWave Services that are unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or include otherwise objectionable material of any kind or nature. In conjunction with Member's use of CallWave Services, Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited.

Member shall not interfere with any other Members' use and enjoyment of CallWave Services. CallWave may, in its sole discretion, terminate the CallWave Services without notice if Member fails to observe and comply with the terms and conditions of this Agreement. Failure on CallWave's part to actively terminate Member's account following any violation by Member of this Agreement shall not constitute a waiver of CallWave's right to terminate and shall not prevent CallWave from terminating Member's account, consistent with this Agreement, at any point for past and/or current violations of Agreement.

Member is solely responsible for maintaining the confidentiality of Member's password and account. Furthermore, Member is entirely responsible for any and all activity that occurs under Member's account. Member may change Member's password at any time by following the instructions posted on CallWave's website. Member agrees to immediately notify CallWave of any unauthorized use of Member's account or any other breach of security known to Member.

With respect to CallWave's Fax Number Service, which is a feature of the VTN Service, once Member completes the registration process, Member shall receive a password for Member's account. Member may have only one free account at a time.

16) PRIVACY POLICY
Member acknowledges and agrees that CallWave neither endorses the contents of any communications to or from any Members' account, nor assumes responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom, or any crime facilitated thereby.

The CallWave Privacy Statement provides a detailed description of CallWave's information gathering and privacy practices. Member hereby agrees with the Privacy Statement, and the methodology in which CallWave handles content of Members' faxes, telephone messages and calls. The CallWave Privacy Statement is hereby incorporated by reference into this Agreement in its entirety, and can be found on the CallWave website at http://www.callwave.com/company/privacy.asp.

17) MEMBER MESSAGES TO CALLWAVE
Member hereby consents to the editing and publication by CallWave of all or part of the text of any email or message sent by Member to CallWave, together with the Member's initials and state and country of residence (if non-US), regarding the satisfaction of Member with the CallWave Service. "Publication" includes but is not limited to, the reprinting and distributing such quotes electronically, in hard copy form, or posting such quotes on the CallWave website.

18) DISCLAIMER OF WARRANTIES
Member expressly agrees that use of the CallWave Services is at Member's sole risk. The CallWave Services are provided on an "as is" and "as available" basis. CallWave 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.

CallWave makes no warranty that the CallWave Services will meet Member's requirements, or that the CallWave Services will be uninterrupted, timely, secure, or error free; nor does CallWave make any warranty as to the results that may be obtained from the use of the CallWave Services or as to the accuracy or reliability of any information obtained through the CallWave Services, or that defects in the CallWave Services will be corrected. CallWave assumes no responsibility for the deletion of or failure to store or deliver voice mail or fax messages.

Member understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the CallWave Services is done at Member's own discretion and risk, and that Member will be solely responsible for any damage to Member's computer system or loss of data that results from the download of such material and/or data.

CallWave makes no warranty regarding any goods or services purchased or obtained through the use of CallWave Services, or any transactions entered into while using the CallWave Services. No advice or information, whether oral or written, obtained by Member from CallWave or through the CallWave Services shall create any warranty not expressly made herein.

CallWave will make commercially reasonable efforts to resolve any technical problems Member may experience while using the CallWave Services. Member understands that telephone-based technical support may not be provided. If Member experiences a problem with the CallWave Services, Member may, at any time, send an email to customer care department, by making use of CallWave's Contact Us page at www.callwave.com.

If Member has subscribed to a CallWave Service that includes caller identification functionality, or its equivalent, CallWave will attempt to present the calling party's telephone number to Member when a call comes in, provided that CallWave has access to such information. However, CallWave may not be able to provide the calling party's telephone number (and is not responsible for such failures) when the telecommunications carriers forwarding the calling party's call to CallWave fail to provide the appropriate calling party number information to CallWave.

Member further acknowledges that the Telemarketer Blocking Service, which is a feature of the CallWave Services that identifies calls using automated (predictive) dialing systems and plays special tones that fool the telemarketer's system into thinking Member's number has been disconnected, thereby taking Member's name off the telemarketer's list, is a user configurable service and that the use of the Telemarketer Blocking Service may interfere with Member's receipt of calls from people and organizations other than telemarketers. Member hereby waives and releases CallWave from any and all claims, costs, damages or expenses arising for any calls blocked by the Telemarketer Blocking Service. Member may, in its sole discretion, turn off the Telemarketer Blocking Service at any time to avoid the risk of missing calls.

CallWave disclaims any representation or warranty that the voice-to-text translation of voicemail messages is 100% accurate. In fact, inaccuracies and translation errors will occur in those translations. In addition, only a limited portion of each voicemail message may be translated to text by the application. Text translations of voicemails may be viewed and edited by a representative of CallWave or its authorized subcontractors to improve accuracy and quality. Our privacy policy applies fully to the handling of this content.

19) LIMITATION OF LIABILITY
CallWave shall not be liable for any direct, indirect, incidental, special or consequential damages, resulting from the use or the inability to use any CallWave Service or for the cost of procuring any substitute goods and services, or resulting from any goods or services purchased or obtained, or messages received or transactions entered into through the CallWave Services or resulting from unauthorized access to or alteration of Member's transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangible, even if CallWave has been advised of the possibility of such damages.

20) SERVICE OUTAGES
Member acknowledges that the CallWave Services are reliant upon independent services provided by third-parties that are beyond CallWave's control. The loss or interruption of any one of those independent services may prevent the CallWave Services from operating at the physical location where, or by the devices with which, the CallWave Services are used by Member. In the event of any service interruption or outage, during which CallWave Services may be temporarily unavailable, Member will continue to be billed for the CallWave Services unless and until Member or CallWave terminate the CallWave Services in accordance with this Agreement. CallWave will use commercially reasonable efforts to manage all faxes and communications intended for Member during any loss or interruption of such independent services.

Such independent service interruptions may include, but are not limited to:
(1) Power outages;
(2) Internet Service Provider outages;
(3) Telecommunications service provider outages;
(4) Outages due to Member's account suspension; and
(5) Outages due to Member's failure to maintain the services used in conjunction with the CallWave Services.

21) FORCE MAJEURE
CallWave shall not be responsible for any delay or failure in performance that results from causes beyond its reasonable control ("Force Majeure Events"), whether or not foreseeable by such party. Such Force Majeure Events include, but are not limited to, adverse weather conditions, flood, fire, explosion, earthquake, volcanic action, power failure, embargo, boycott, war, revolution, civil commotion, act of public enemies, labor unrest (including, but not limited to, strikes, work stoppages, slowdowns, picketing or boycotts), inability to obtain equipment, parts, software or repairs thereof, acts or omissions of the other party, and acts of God.

22) THIRD PARTIES
Member acknowledges that CallWave's ability to perform its obligations under this Agreement is dependent upon the availability of equipment and services from third parties (collectively, the "Vendors") with whom CallWave has contracted for the provision of telecommunications and Internet services and equipment used by CallWave when providing the CallWave Services, and agrees that CallWave shall not be in breach of its obligations to Member hereunder, if CallWave is prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to CallWave in accordance with the terms of such Vendor's agreement with CallWave.

23) INDEMNIFICATION
Member shall indemnify, defend, and hold CallWave, its parents, subsidiaries, affiliates, officers, directors, and employees 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 Member in connection with the use of the CallWave Services, including but not limited to, any such claims, costs, damages, and expenses arising from or related to Member's violation of any terms and conditions of this Agreement, Member's violation of any applicable law, rule, or regulation, or any infringement by Member (or any other person using the CallWave Services in reliance on Member's rights under this Agreement) of any intellectual property or other rights of any other person. This Section 22 shall survive termination of this Agreement.

24) TERMINATION
Either Member or CallWave may terminate the CallWave Services with or without cause at any time (the "Termination"). Without limiting the foregoing, CallWave reserves the right to cancel this Agreement or terminate any CallWave Service provided to Member if the CallWave Service Telephone Numbers assigned to Member under Section 11 of this Agreement are not used in conjunction with the Callwave Service during any period of sixty (60) consecutive days . CallWave's failure to exercise this right in relation to any specific period of nonuse shall not preclude CallWave from thereafter invoking its right to cancel the Agreement or terminate the CallWave Service.

Termination by Member shall occur only when Member contacts CallWave's Customer Care department by calling 800-816-2947 or gives notice in writing, at:

CallWave, Inc.
Attn.: Customer Care Department
PO Box 609
Santa Barbara, CA 93102

Such notice shall state Member's intent to terminate the Member's CallWave Services, and shall also state that Member agrees to cease use of all CallWave Services and the CallWave infrastructure technology (collectively "CallWave Network"). Without limiting other rights of termination set forth in this Agreement, CallWave may terminate any CallWave Services or this entire Agreement by delivering to Member written or electronic notice of the termination of Member's CallWave Services or this entire Agreement, which termination shall be effective immediately upon CallWave's delivery of such notice. CallWave shall not be liable to Member or any third party for any circumstances resulting from the Termination of CallWave Services or this Agreement. In the event that notice of Termination by Member is provided via mail to the above address, such notice shall be deemed effective on the date on which CallWave receives it.

In addition, upon Termination by CallWave or Member, Member shall immediately contact Member's third-party service provider(s) to discontinue the forwarding of inbound calls to CallWave. Notwithstanding anything to the contrary in this Agreement, in the event that Member fails to cancel the Call Forwarding Service (as described in Section 12, above) with Member's service provider, Termination shall not be considered effective. Without limiting the foregoing, CallWave reserves the right, at its sole discretion, upon receipt of Member's request for Termination or upon CallWave delivering notice of Termination, to contact Member's third-party service provider(s) to terminate the Call Forwarding Service on Member's behalf. CallWave is not obligated to contact Member prior to contacting Member's third-party service provider for the purpose of canceling the Call Forwarding Service. In any event, Member will remain liable for any and all charges associated with Member's Call Forwarding Service. In addition, CallWave reserves the right to charge Members for any and all use of the CallWave facilities equipment following receipt of a request by Member for Termination or following delivery of notice of Termination by CallWave; such use includes but is not limited to the forwarding of calls by Member to CallWave. Member is obligated to pay, as a condition of using the CallWave Network, all charges and fees imposed by CallWave from time to time, as well as all excise taxes and regulatory surcharges imposed upon CallWave.

Notwithstanding any other provision of this Agreement to the contrary, if Member objects to any terms and conditions of the Agreement or any subsequent modifications thereto or becomes dissatisfied with the Member's CallWave Services in any way, Member's sole and exclusive remedy shall be to terminate Member's CallWave Services as described above. CallWave shall not be liable to Member or any third party, or responsible for any charges incurred for the termination of services Member obtains from third-party providers, including the Call Forwarding Service. Upon Termination, Member's right to use the CallWave Services and associated software, and CallWave Service Numbers utilized by Member hereunder, when applicable, immediately ceases, unless Member has subscribed and paid in advance Charges associated with the CallWave Services. During the entire service period for which Member has paid in advance Charges to CallWave, CallWave shall continue to provide Member access to, and Member shall continue to be entitled to use, the associated CallWave Services. Thereafter, Member shall have no right to CallWave Services and CallWave shall have no obligation to provide the same. In addition, CallWave will not be held liable for any lost information or messages because of the termination of Member's CallWave Services initiated by Member or CallWave.

CallWave reserves the right to communicate with Member following Termination until (i) Member has paid to CallWave all Charges levied prior to Termination and/or (ii) services obtained by Member' from third-party providers, including Call Forwarding Services, have been cancelled and calls to Member no longer are forwarded to CallWave.

Upon termination under this Section for any reason, any CallWave Service Telephone Number that was assigned to the Member for use with the CallWave Service will become unavailable for use and, after an aging period, be returned to the inventory of CallWave Service Telephone Numbers and become available for assignment by CallWave to its Members on a first-come, first-served basis. No CallWave Service Telephone Number will be available for Member's use or reserved for Member after Member's associated CallWave Service has been terminated.

25) PARTICIPATION IN PROMOTIONS OF ADVERTISERS
Member may enter into correspondence with or participate in promotions of persons who advertise goods or services in conjunction with the CallWave Services (the "Advertisers"). Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between the corresponding Member and the Advertiser. CallWave assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

26) TRADEMARK AND PROPRIETARY RIGHTS TO CONTENT
CallWave's trademarks, websites, corporate names, trade names, domain names, logos, and service marks ("Marks") are the property of CallWave. Member is not permitted to use the Marks without the prior written consent of CallWave. CallWave and the CallWave logo are trademarks of CallWave Inc.

Member acknowledges that content, including but not limited to the CallWave Services, text, software, music, sound, photographs, video, graphics or other material contained in either sponsor advertisements or email-distributed, commercially produced information presented to Member through the CallWave Services ("Content"), by CallWave or CallWave's Advertisers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; and Member is permitted to use this Content only as expressly authorized by the CallWave Services or the Advertiser. Member may not copy, reproduce, distribute, or create derivative works from this Content without express written authorization by CallWave or such Advertiser.

27) NO THIRD PARTY BENEFICIARIES
No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

28) NOTICE
CallWave may broadcast notices or messages through the CallWave Services to inform Members of changes to the Agreement, the CallWave Services, or other matters as CallWave in its sole discretion, deems to be of importance to Members. At CallWave's election, such broadcast may be sent over email, conventional mail, as a voice transmission, fax, and/or "pop-up" communication and notice shall be deemed delivered and received on the date on which it is transmitted. Use of the CallWave Services constitutes Member's consent to receiving and acknowledgment of the sufficiency of such notices.

29) ARBITRATION
All disputes which arise under this Agreement or in connection with the CallWave Services to be delivered hereunder and which are not resolved within thirty (30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before a single arbitrator in Santa Barbara, California. The decision of the arbitrator shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction. MEMBER ACKNOWLEDGES AND AGREES THAT BY CONSENTING TO THIS AGREEMENT, MEMBER IS CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, MEMBER SHALL NOT HAVE A RIGHT TO A JURY TRIAL, SHALL HAVE LIMITED DISCOVERY RIGHTS, AND SHALL HAVE VERY LIMITED RIGHTS OF APPEAL FROM THE DECISION OF THE ARBITRATOR.

NOTHING IN THIS SECTION 28: ARBITRATION IS INTENDED OR SHALL BE CONSTRUED TO MODIFY OR OTHERWISE BE INCONSISTENT WITH THE PROVISIONS OF SECTION 23: TERMINATION, ABOVE, WHICH SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF ANY MEMBER WHO OBJECTS TO ANY TERMS OF THIS AGREEMENT (OR ANY MODIFICATION HEREOF) OR BECOMES DISSATISFIED WITH ANY CALLWAVE SERVICE.

30) MISCELLANEOUS
The Agreement shall be governed by and construed in accordance with the internal laws of the State of California, excluding its conflict of law provisions. Subject to Section 28: Arbitration, above, and without limiting the applicability of any provisions thereunder, Member and CallWave agree to submit to the exclusive jurisdiction of the courts of the State of California and further agree that the exclusive venue for any cause of action arising under or relating to this Agreement or the CallWave Services provided hereunder shall be the Superior Court in and for Santa Barbara County, California, sitting in the City of Santa Barbara, California. Member and CallWave agree that any cause of action arising out of or related to the Agreement or the CallWave Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

If any provision of the Agreement is determined by an arbitrator or court of competent jurisdiction to be contrary to applicable law, then such provision shall be construed as nearly as possible to conform to applicable law and the other provisions of this Agreement shall remain in full force and effect.

The Agreement (i) constitutes the entire agreement between Member and CallWave and supersedes all prior agreements between the parties regarding the subject matter contained herein, and (ii) may be modified or amended only in the manner expressly set forth herein.

CallWave at any time and from time to time may assign its rights and delegate its duties under this Agreement without the prior consent of Member. Member may not assign this Agreement to any other person under any circumstances.

CallWave's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CallWave in writing.

The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

Member can contact CallWave by:
Email: care@callwave.com
Mail: CallWave, Inc.
P.O. Box 549
Santa Barbara, CA 93102

31) ADDITIONAL TERMS FOR PREPAID MOBILE CUSTOMERS
Wireless telecommunications services are purchased from other carriers and are being resold by CallWave, Inc. These services are being provided to Members through CallWave Mobile prepaid phones purchased from CallWave. Members cannot use the CallWave Mobile Service with any other phone, device or on any other network. Airtime is intended for domestic calling within the United States.

CallWave Mobile Service is only available in geographic areas covered by the service network footprint of the carriers whose mobile services CallWave is purchasing and reselling. CallWave Service Numbers associated with the Member's local rate center may not be available for Member's use in certain markets.

Member acknowledges that CallWave Mobile Service is subject to transmission limitations caused by atmospheric, topographical and other conditions, and that CallWave has no control over the coverage areas of the underlying mobile services that CallWave resells to provide CallWave Mobile Service. Further, CallWave Mobile Service may be temporarily refused, limited, interrupted or curtailed due to system capacity limitations, technology migration or limitations imposed by the underlying carrier or carriers, or because of equipment modifications, upgrades, repairs or relocations or other similar activities necessary or proper for the operation or improvement of the underlying carrier's or carriers' telephone systems. CallWave Mobile shall have no liability for any coverage limitations (whether temporary or permanent), operating or network failures or other operating limitations of CallWave Mobile Service.

Account Status
CallWave Mobile Service comes bundled with CallWave "Minute Stretcher Features" including Follow Me Home, Call Preview, and Call Transfer. Member must subscribe to this service in order to keep their account active and purchase refill minutes. If Member's Mobile account expires, they may lose the right to access CallWave Services, including CallWave Mobile Services, through the dedicated CallWave Service Number specifically identified for Member's use . Member will not receive a monthly bill or activity record.

Tampering or falsification or entering of codes not properly authorized by CallWave, or the Member's unauthorized use of their CallWave Mobile, may result in immediate discontinuance of Service and prosecution to the full extent of the law. CallWave reserves the right to cancel any service without notice.

CallWave Mobile Service Prepaid Minutes
Member must call CallWave Customer Service (1-866-470-1856) to order cell phone minutes. Member must use a credit or debit card to purchase refill minutes. The purchase of airtime minutes is non-refundable.

Additional Charges
For each phone ordered, a one-time charge for shipping, handling, and 60 in-network equivalent prepaid minutes applies.

All rates are subject to change without prior notice, and additional regulatory surcharges and taxes may apply. Airtime units are used in one-minute increments, with a minimum time per call of one minute. Airtime begins when Member presses the "send" or "talk" button, and ends when Member hits the "end" key or both parties disconnect.

For outbound calls, Member may be charged airtime for incomplete and/or busy-no answer calls. With incoming calls, Member will be charged airtime upon pressing any key on the keypad to answer the call. There is an airtime charge for each call to directory assistance.

Airtime units are used when Member accesses voice mail or retrieves voice mail messages from Member's CallWave Mobile and when they send or read received text messages.

No credit is given for dropped calls. 911 calls are charged at regular airtime rates. If a Member is in an area where their mobile phone is searching for a signal or there is no signal, it is highly probable that a call to 911 will not go through. Member should not rely on this the ability of their CallWave Mobile Service in an emergency situation. If a 911 call cannot be completed using Member's mobile phone, Member should immediately locate the nearest landline phone and call for help. Calls such as 411 and 611 are not free with CallWave Mobile and shall be charged at regular airtime rates.

There is a fee for using SMS Text Messaging on the CallWave Prepaid Phone of up to 5 cents for each inbound message (messages you receive on your phone), and up to 10 cents for each outbound message (messages you send from your phone). The CallWave service will send an SMS notification upon each inbound call, which will incur a fee. Members can turn off this feature by accessing the CallWave Mobile Zone Settings page at www.callwavemobile.com/mobile/settings/.

If Member receives or makes calls outside the in-network coverage area, roaming charges of up to 4 times in-network rates may apply.

Warranties
CallWave does not make cell phones or other facilities or equipment used to support or provide CallWave Mobile Service. CallWave has no liability, therefore, in connection with the mobile phones and other equipment or for the manufacturers' acts or omissions. CallWave makes no warranties or representations, express or implied, regarding the products and services provided hereunder, including, but not limited to, warranty of title, warranty that the product or service is fit for a particular use, or warranty of merchantability. CallWave expressly disclaims any and all implied warranties.

Refunds and Returns
CallWave Mobile Service is non-refundable, and no refunds or other compensation will be given for unused airtime balances.

Returning Your CallWave Mobile Phone
Notwithstanding anything to the contrary herein, CallWave Mobile Phones are guaranteed to be free of defects in materials or workmanship for a period of 30 days from the date of purchase. This guarantee does not cover batteries, normal wear and tear, alteration, improper use or installation, physical abuse, neglect, or accident. Phones purchased directly from CallWave may be returned for replacement within 30 days of purchase. You must have the original order confirmation, packaging materials and all components. Please contact CallWave at 1-866-470-1856 for instructions.

32) ADDITIONAL TERMS FOR MOBILE REWARDS (PREPAID) CUSTOMERS
Mobile Rewards membership and its right to use is limited to one individual per CallWave Mobile Rewards Prepaid Phone account. Mobile Rewards membership is included for Mobile Rewards Prepaid Customers. To cancel membership to the Mobile Rewards program, Member must terminate his/her account.

Member agrees to provide only true and accurate information to Mobile Rewards (including to its advertisers and partners) at all times.

Member agrees to comply with the terms of all Mobile Rewards and Mobile Rewards advertiser and partner offers, promotions, and programs at all times.

Member agrees not to abuse Mobile Rewards privileges by conduct which is detrimental to the interests of CallWave, including without limitation attempting to accrue Bonus Minutes or redeem Bonus Minutes in a manner inconsistent with the rules of Mobile Rewards or intent of this Agreement, attempting to earn Bonus Minutes through other than legitimate channels, participating in earning or redemption fraud, or tampering with Mobile Rewards links, etc.

CallWave reserves the right to terminate or disable, at CallWave 's sole discretion, any Mobile Rewards membership if CallWave believes such Member has violated or acted inconsistently with the rules of Mobile Rewards or intent of this Agreement. Member understands and agrees disabling of membership will result in Member's inability to redeem and/or earn Bonus Minutes. Member understands and agrees termination of membership will result in the cancellation of all of Member's Bonus Minutes.

CallWave shall be the sole determiner in cases of suspected abuse, fraud, or violation of its rules and any decision it makes relating to termination of membership (including cancellation of Bonus Minutes) shall be final and binding.

Earning Bonus Minutes
Bonus Minutes may only be earned if Member's account is in good standing. The total Bonus Minutes earned for the life of the account are found in Lifetime Bonus Minutes Earned section on Member's Rewards Center (www.callwavemobile.com/mobile/) page of the CallWave Mobile Zone. There is no limit to the amount of Bonus Minutes that a Member may earn. Bonus Minutes may only be earned by:

• First-time call - A first-time call is defined as the first time a Member receives a call from a unique phone number where the caller hears the Mobile Rewards prompt in its entirety and/or the call is successfully connected. If caller ID is blocked, unavailable, private or not recognizable in anyway, Bonus Minutes will not be earned. Calls from any phone number associated with Member's account will not earn Bonus Minutes. CallWave reserves the right to change the amount of Bonus Minutes earned for first-time call at anytime without notice.
• Referral - When a new subscriber who has been referred by a Member successfully subscribes to CallWave Mobile Rewards Plan, Member may earn Bonus Minutes. New subscriber must register for the CallWave Mobile Rewards Plan with Member's CallWave Mobile number or unique referral code. CallWave reserves the right to change the amount of Bonus Minutes earned for referrals at anytime without notice.

Redeeming Bonus Minutes
Bonus Minutes are automatically redeemed and credited to Member's phone once per month on Member's billing date. Bonus minutes are redeemed in ten-minute increments rounded down to the nearest ten minutes. A maximum of 60 Bonus Minutes are redeemed each month.

The total Bonus Minutes redeemed for the life of the account are found in Lifetime Bonus Minutes Redeemed section on Member's Rewards Center (www.callwavemobile.com/mobile/) page of the CallWave Mobile Zone. Bonus Minutes are redeemed if Member's account is in good standing. CallWave reserves the right to change the amount of Bonus Minutes redeemed monthly at anytime without notice.

Bonus Minutes have no cash value.

CallWave is not responsible for Bonus Minutes once issued.

Rewards are subject to change at any time without notice.

Once credited to Member's CallWave Mobile prepaid phone, Bonus Minutes will not be reinstated to Member's account.

In conjunction with using Bonus Minutes, Member agrees to confirm that all information in Member's personal profile is up-to-date and accurate.

Member agrees to promptly notify CallWave of any change in Member's address (mail or email) or personal profile by updating his or her personal information in the Account Info page www.callwave.com/phonePage/account/ of the CallWave Mobile Zone. Member's discontinued subscription to CallWave Mobile Rewards Plan or failure to notify CallWave of any address (mail or email) or profile changes may result in the termination of Member's membership and forfeiture of Member's unredeemed Bonus Minutes.

CallWave reserves the right to cancel or disable accounts and expire unredeemed Bonus Minutes in those accounts that are unpaid for 90 days.

CallWave reserves the right to limit the opportunities to earn Bonus Minutes available to Member while Member remains unpaid.

Member shall comply with all laws, rules, and regulations that are applicable to Member. Member acknowledges that Member may only participate in Mobile Rewards if and to the extent that such participation is permitted by such laws, rules, and regulations. CallWave refuses to enroll Member, or to restrict, modify, or terminate Member's participation in Mobile Rewards, without liability to Member or any other party, if Member violates any law, rule, or regulation, or if Member's participation in Mobile Rewards could violate any law, rule, or regulation.

Disclaimer of Warranties
Member expressly agrees that use of Mobile Rewards is at the Member's sole risk

Mobile Rewards and all services offered therein are provided on a strictly "as is" and "as available" basis.

CALLWAVE MAKES NO WARRANTY WITH REGARD TO ANY PRODUCTS, SERVICES, OR REWARDS OBTAINED BY MEMBERS THROUGH MOBILE REWARDS OR THROUGH MOBILE REWARDS ADVERTISERS OR PARTNERS; THAT MOBILE REWARDS WILL MEET MEMBERS' REQUIREMENTS; OR THAT MOBILE REWARDS WILL BE UNINTERRUPTED, TIMELY, ERROR FREE; NOR DOES CALLWAVE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MOBILE REWARDS OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH MOBILE REWARDS.

CallWave expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. CallWave shall not be liable or responsible for those guarantees, warranties, and representations, if any, offered by Mobile Rewards advertisers, partners, manufacturers of merchandise, or suppliers of services. No advice or information, whether oral or written, obtained by Member from CallWave or through Mobile Rewards shall create any warranty not expressly made herein.