Acceptable Use Policy (AUP)

1. BACKGROUND: Users of the online voice services provided by Vivox, Inc. ("V
ivox") (the "Service"), through the act of utilizing the Service, agree to adher
e to this Acceptable Use Policy (the "Policy"). Vivox reserves the right to imme
diately terminate a user's access to the Service if the user engages in any of t
he activities prohibited by this Policy or uses the Service contrary to this Pol
icy. Each user is responsible for all activities conducted under its account. Th
e user is also responsible for adhering to any policy set forth by any other ser
vice provider accessed through the Service; Vivox, and its suppliers and provide
rs, assume no responsibility or liability for a user's failure to comply with th
e Policy. The user acknowledges that Vivox may have access to information about
or provided by the user, including diagnostic information sent automatically aft
er a problem or error, and agrees to such access and use.
2. PROHIBITED USES AND ACTIVITIES: Users shall not provide inaccurate or misl
eading information to Vivox or use the Service to: (i) access any other person's
computer or computer system, software, or data without their knowledge and cons
ent; or breach the security of another user; or attempt to circumvent the user a
uthentication or security of any host, network, system, or account, which includ
es, but is not limited to, accessing data not intended for the user, logging int
o or making use of a server or account the user is not expressly authorized to a
ccess, or probing the security of other hosts, networks, or accounts; or use aut
omated means (such as robots and spiders) to obtain information from Vivox's web
site or, though it, from other websites; (ii) interfere with computer networking
or telecommunications service to any user, host or network, including, without
limitation, denial of service attacks, flooding of a network, overloading a serv
ice, improper seizing and abuse of operator privileges and attempts to "crash" a
host; (iii) violate the rules, regulations, or policies applicable to any netwo
rk, server, computer database, or service that accessed by the user; (iv) transm
it, re-transmit, or store any content or to engage in any activity that infringe
s the intellectual property rights or privacy rights of Vivox or any individual,
group or entity, including but not limited to any rights protected by any copyr
ight, patent, trademark, trade secret, trade dress, right of privacy, right of p
ublicity, moral rights or other intellectual property right now known or later r
ecognized by statute, judicial decision or regulation; (v) host, post, transmit,
or re-transmit any content or material that is threatening, harassing, obscene,
indecent, pornographic, hateful, malicious, racist, defamatory, libelous, treas
onous, excessively violent or promotes the use of violence, or provides instruct
ion, information or assistance in causing or carrying out violence against any g
overnment, organization, group or individual, or provides guidance, information
or assistance with respect to causing damage or security breaches to or Vivox's
network or to the network of any other service provider; (vi) commit an act that
constitutes a criminal offense, gives rise to civil liability, or otherwise vio
lates any applicable local, state, federal or international law, or (vii) encour
age conduct that would constitute a criminal offense, give rise to civil liabili
ty, or otherwise violate any applicable local, state, federal or international l
aw.
3. SECURITY: In all cases, the user is solely responsible for the security of
any device or application it chooses to connect to the Service, including any d
ata stored on or communications passed.
4. TRADEMARKS AND COPYRIGHTS. "Vivox," "Powered by Vivox" and similar marks a
re the property of Vivox. All other names, graphics, logos, marks and trade name
s used in connection with this Service, are the property of their owners and sup
pliers and may not be used without permission for any purpose. The copyright in
the Vivox website and Service and all related materials are owned by Vivox or it
s suppliers unless otherwise stated.
 5. DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED "AS IS" AND "WITH ALL FA
ULTS," AND PROVIDER AND VIVOX HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED
, INCLUDING WITHOUT LIMITATION (I) WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND (II) ANY WARRANTIES CONCERNING THE
SECURITY, RELIABILITY OR PERFORMANCE OF THE SERVICE. Certain states prohibit the
disclaimer of warranties in certain cases, so the above may not apply to all us
ers in all instances.
THE DOWNLOADING OR SUBMISSION OF ANY MATERIALS IS DONE AT THE USER'S OWN R
ISK, AND THE USER IS SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY CONTENT, I
MAGE, COMPUTER SYSTEM OR DATA THAT MAY RESULT FROM USING THE SERVICE.
6. EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT ALLOWED BY LAW, VIVOX SHALL NO
T BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING INCIDENTAL, SPE
CIAL, EXEMPLARY AND PUNITIVE DAMAGES, RESULTING FROM THE USE OR PROVISION OF THE
SERVICE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES IS KNOWN. Certain states prohi
bit the limitation of liability in certain cases, so the above may not apply to
the user in all instances.
7. ENFORCEMENT OF THIS POLICY: Vivox does not routinely monitors the activity
of Service accounts for violation of this Policy. Vivox reserves the right at a
ny time to monitor usage, transmissions, and content from time to time to operat
e the Service; to identify violations of this Policy; and/or to protect the netw
ork, the Service and/or other users. If the Service is used in a way that Vivox,
in their sole discretion, believe violate this Policy, it may take any responsi
ve actions they deem appropriate, including, but are not limited to, the immedia
te suspension or termination of all or any portion of the Service. Vivox will ha
ve no liability for any of these responsive actions. These actions are not exclu
sive remedies and Vivox may take any other legal or technical action deemed appr
opriate. The user expressly authorizes Vivox to cooperate with (i) law enforceme
nt authorities in the investigation of suspected legal violations, and (ii) any
system administrators at other Internet service providers or other network or co
mputing facilities in order to enforce this Policy. This cooperation may include
making available personally identifiable information about users to law enforce
ment or system administrators. The failure to enforce this Policy, for whatever
reason or for no reason, shall not be construed as a waiver of any right to do s
o at any time. The user agrees that if any portion of this Policy is held invali
d or unenforceable, such portion will be construed consistent with applicable la
w as nearly as possible, and the remaining portions will remain in full force an
d effect. The user agrees to indemnify, defend and hold harmless Vivox and its a
ffiliates, suppliers, providers, and agents against all claims and expenses (inc
luding reasonable attorney fees) resulting from users engaging in any of the pro
hibited activities listed in this Policy or resulting from users violating the P
olicy or any other posted policy related to the Service. The foregoing user inde
mnification will survive any termination of the user's agreements with Vivox .
8. ARBITRATION. Except for the right of a party to seek equitable relief, any
disputes arising under or related to this Agreement ("Dispute"), excluding any
Dispute relating to the validity or infringement of any intellectual property ri
ght, will be resolved by negotiation, mediation and, if necessary, arbitration,
as follows. The party raising such Dispute will promptly advise the other party
in writing describing in reasonable detail the nature of such Dispute ("Notice o
f Dispute"). The parties will negotiate in good faith to resolve the Dispute, bu
t if they have not done so within thirty (30) days, the parties will submit the
Dispute to a mutually agreed mediation organization. If the parties are unable t
o resolve the Dispute within sixty (60) days after delivery of the Notice of Dis
pute, then the Dispute will be resolved by a single arbitrator in a final and bi
nding arbitration under the then current procedural rules of the American Arbitr
ation Association. All proceedings will be conducted in the English language in
Boston, Massachusetts. The arbitrator will have no power to modify the terms or
conditions of this Agreement, or to award punitive damages. Any award rendered i
n such arbitration may be enforced by either party in any Court of competent jur
isdiction.
9. GENERAL TERMS. This Agreement is governed by the laws of the Commonwealth
of Massachusetts. No agency, partnership, joint venture, employment or franchise
relationship is intended or created by this Agreement. This AUP constitute the
entire agreement between the parties concerning the use of the Service. If any p
rovision of this Agreement is found to be unenforceable, it shall be deemed modi
fied to the least extent needed to make the provision enforceable; the remaining
terms of this Agreement shall remain in full force and effect. Vivox reserves t
he right to disclose any information about any user as required by a court order
or as recommended by counsel in the context of any action by any government ent
ity or other third party.
10. CHANGES TO THIS POLICY. Vivox may revise its Acceptable Use Policy from ti
me to time without prior notice. Any changes will be presented in the latest ver
sion at the Vivox web site. All revised copies of the Policy are effective immed
iately upon a user's first use of the Service after the change has been posted.